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Moonpig Group plc Annual Report and Accounts 2022
Becoming the
ultimate gifting
companion.
Annual Report and Accounts 2022
We are the online
market leader for
greeting cards
and gifting.
At heart we are a technology platform,
but our customers know us as the
leading online destination for
greetings cards and gifting.
Strategic report
01 Performance highlights
02 At a glance
04 Chair’s statement
06 Chief Executive Officer’s review
12 Our journey
14 Business model
18 Market overview
20 Our strategy
26 Section 172 statement and
stakeholder engagement
28 Environmental, social and
governance
46 Key performance indicators
48 Chief Financial Officer’s review
56 Risk management
62 Viability statement
64 Non-financial information
statement
Corporate governance
66 Board of Directors
70 Chair’s corporate governance
introduction
71 Governance framework
72 Corporate governance statement
80 Audit Committee report
88 Nomination Committee report
92 Directors’ Remuneration report
105 Directors’ report
108 Statement of Directors’
responsibilities
Financial statements
110 Independent auditors’ report
118 Consolidated Income Statement
118 Consolidated Statement of
Comprehensive Income
119 Consolidated Balance Sheet
120 Consolidated Statement of
Changes in Equity
121 Consolidated Cash Flow Statement
122 Notes to the Consolidated
Financial Statements
151 Company Balance Sheet
152 Company Statement of
Changes in Equity
153 Notes to the Company
Financial Statements
156 Alternative performance measures
158 Glossary
160 Shareholder information
www.moonpig.group
Strategic report Corporate governance Financial statements
01
2020 2021 2022
30.7
20.8
31.4
2020 2021 2022
304.3
234.7
69.7
368.2
281.7
86.4
173.1
126.5
46.6
Moonpig
Greetz
2020 2021 2022
74.9
59.1
15.8
92.1
78.3
13.9
44.4
39.9
4.5
Moonpig
Greetz
Performance highlights
Operational highlights
Two-year growth in revenue and Adjusted
EBITDA
1
at 76% and 69% respectively
2
We have grown the number of customer
reminders set to over 70m
as at 30 April 2022
Strong customer retention with 87% of
revenue from existing customers
Gifts range expansion to 2,400 SKUs
with new brands, categories and
premium price points
Growth in online market share to 68% in
the UK and 67% in the Netherlands
3
Greetz migration onto the new
technology platform remains on
schedule for completion in 2022
Investment in new operational facilities in
both the UK and the Netherlands
Further card range expansion to
43,000 designs, leveraging our
Global Design Platform
1 Adjusted EBITDA and Adjusted EBITDA margin are Alternative Performance Measures, definitions of which are set out in the Chief Financial Officer’s review on pages 51 to 52.
2 The two-year revenue growth rate is shown given the short-term effect of Covid-19 upon trading. On a one year basis, revenue and Adjusted EBITDA decreased by 17%
and 19% respectively.
3 Source: OC&C, June 2022.
Gifting mix (% revenue)
2021: 46.1%, 2020: 41.7%
47.7%
Revenue (£m)
2021: £368.2m, 2020: £173.1m
£304.3m
Orders (m)
2021: 50.9m, 2020: 24.3m
39.8m
Card design range (number)
2021: 27,000, 2020: 17,000
43,000
Employee engagement score (%)
2021: 68%, 2020: 66%
65%
Customer NPS (-100 to +100)
2021: 67, 2020: Not measured
71
Existing customer mix (% revenue)
2021: 75.0%, 2020: 78.5%
86.5%
Basic EPS (p)
2021: 6.1p, 2020: N/A
9.3p
Adjusted EBITDA margin
1
(%)
2021: 25.0%, 2020: 25.6%
24.6%
Adjusted EBITDA (£m)Revenue (£m) Profit after tax (£m)
Moonpig Group plc | Annual Report and Accounts 2022
02
At a glance
The leading data and technology
platform for online gifting in
the UK and the Netherlands.
Rest of world
FY21: 2%
FY20: 2%
1%
The UK and the Netherlands are our core markets.
We have clear and growing online market leadership.
Proportion of revenue
by country in FY22
% of total revenue
United Kingdom
FY21: 75%
FY20: 71%
76%
Netherlands
FY21: 23%
FY20: 27%
23%
Online market share
1
in 2021
68%
2020: 65%, 2019: 60%
Online market share
1
in 2021
67%
2020: N/A, 2019: 65%
1 Source: OC&C, June 2022. The Group held a 68% market share in the UK among online card specialists in 2021 and a 67% market share in the Netherlands amongst the
top three online card operators in 2021. OC&C’s review did not cover the Netherlands online market share of operator in 2020.
Strategic report Corporate governance Financial statements
03
£
£
26%36% 60%38% 40%
We use data and technology to create loyal customer relationships.
43%
FY21: 37%
FY20: 16%
App penetration
of orders
2
195
April 2021: 153
April 2020: 106
Highly skilled data scientists,
analysts and engineers
1
230m
April 2021: 190m
April 2020: 130m
Lifetime
transactions
3
72m
April 2021: 52m
April 2020: 32m
Customer
reminders set
1
We are becoming the ultimate gifting companion.
We have a broad and balanced customer demographic.
% total users split by age group in FY22 % total users split by gender in FY22
Under 35
FY21: 42%
FY20: 40%
3555
FY21: 35%
FY20: 37%
Male
FY21: 39%
FY20: 35%
Over 55
FY21: 23%
FY20: 23%
Female
FY21: 61%
FY20: 65%
48%
FY21: 46%
FY20: 42%
Gifting share of revenue
2
43,000
April 2021: 27,000
April 2020: 17,000
Card design range
1
2,400
April 2021: 1,400
April 2020: 1,000
Gifting SKUs
1
57m
FY21: 73m
FY20: 36m
Cards and gifts sold
2
1 As at 30 April 2022.
2 FY22.
3 Cumulative transactions as of 30 April 2022 for Moonpig and from 1 September 2018 (post the acquisition of Greetz) to 30 April 2022 for Greetz.
Moonpig Group plc | Annual Report and Accounts 2022
04
Chair’s statement
“Moonpig Group has delivered a strong set
of results. The Board remains confident in
the outlook for growth in the year ahead.
The Board remains confident in the outlook for profitable
growth in the year ahead. Although the wider economic
environment has become more challenging, the Group has
a resilient business model, which uses data and technology
to create lasting customer relationships. Greeting cards have
historically demonstrated very high resilience to economic
recession. The Board expects gifting in general to be more
resilient than self-purchase, with the Group’s relatively low
price points and exposure to special-occasion purchase
patterns supporting this durability.
FY22 performance
In FY22, Moonpig Group significantly outperformed the
guidance set out when we announced the previous year’s results.
The Group delivered revenue of £304.3m in FY22, representing
two-year growth of 75.8% compared to FY20. This has been
driven by an uplift in the size of the Group’s customer base,
an increase in the average number of orders per customer,
and growth in the proportion of orders with an attached gift.
FY22 revenue decreased year-on-year by 17.3% reflecting
annualisation against periods of severe lockdown restrictions.
Overview
This has been another successful year for Moonpig Group,
with the delivery of a significant increase in scale across
the last two years. The Group’s technology platform and its
proprietary data on customers’ gifting intent have enabled
it to further consolidate its leadership of the online market
for greeting cards and steadily increase the proportion of
customers who attach a gift or flowers to their card order.
Moonpig Group has a passionate and ambitious leadership
team, which is committed to driving shareholder value.
With the Board’s support, the Group has made significant
additional investment in technology, raising the number
of data scientists, analysts and engineers working in the
business from 153 as at 30 April 2021 to 195 as at 30 April
2022. Once Greetz has been migrated onto the Group’s
central technology platform, a significant proportion of this
expertise will be focused on developing new customer-facing
functionality, to drive revenue growth and innovation.
Strategic report Corporate governance Financial statements
05
The Group has continued to grow gifting share of revenue
from 41.7% in FY20 to 46.1% in FY21 and 47.7% in FY22,
as the Group’s data science and technology teams have
delivered algorithm improvements that drive more relevant
gift recommendations. The Group also continues to broaden
its gifting proposition, for instance through the partnership
with Virgin Wines and through the Cath Kidston flowers
collaboration. With the Board’s support, the Group is
investing in two new operational facilities, in the Netherlands
and the UK, to increase resilience to supply chain disruption
and to support expected long-term sales growth.
Margin trends have remained resilient and Adjusted EBITDA
margin rate remained broadly constant year-on-year at
24.6% in FY22 compared to 25.0% in FY21. The business
remained strongly cash generative, reporting cash generated
from operating activities of £63.9m (FY21: £64.4m), and the
Group finished the year with gross cash and cash equivalents
of £101.7m.
Proposed acquisition of Buyagift
1
Following thorough due diligence, the Group announced
the proposed acquisition of Buyagift in May 2022. The
acquisition, which we anticipate will complete by the
end of July 2022, is expected to accelerate the Group’s
strategy to become the gifting companion to its customers.
Alongside strong strategic fit and the opportunities
for revenue synergies, the deal brings a high quality,
complementary business to Moonpig Group at an attractive
valuation. Cash consideration for the proposed acquisition
is £124m, compared to unaudited FY22 EBITDA of £14m.
The acquisition will be funded through cash available
on the Group’s balance sheet and through a committed
additional revolving credit facility (“RCF”). We expect
strong cash generation from each of the combined
Group’s businesses to drive rapid de-leveraging
through the second half of the year, such that net debt
to Adjusted EBITDA will be below 2.0x by April 2023.
Employees
The dedication and hard work of its people in the
Netherlands, Guernsey and the UK has enabled the Group
to deliver another year of strong performance. On behalf of
the Board, I’d like to thank all the Group’s employees for their
contribution during the year.
Corporate responsibility
Moonpig Group’s purpose centres around helping its
customers to connect with those that they care about.
The Board is pleased with the progress that the Group
has made in delivering against its environmental, social
and governance (“ESG”) goals during the year. Highlights
included the successful implementation of sustainable
sourcing for 98% of paper, card and packaging SKUs and
meeting the Group’s goal for the representation of women
and ethnic minorities in the Group’s Leadership Team.
The Group has continued to build on its long history of
charitable activity. During the year, the Moonpig Group
Foundation has supported a range of organisations with
missions closely connected to the Group’s aim of creating
better, more personal connections between people that care
about each other. These included End Youth Homelessness
and Mind in the UK, Kindahulp in the Netherlands and
Les Bourgs Hospice in Guernsey. We also supported two
“Diversity in Technology” social enterprises, Stemettes
and Cajigo.
Board and governance
The Group was fully compliant with the UK Corporate
Governance Code in FY22, as set out in the Governance
Statement from pages 72 to 79. The Board continues to meet
the requirement that at least half its members (excluding the
Chair) are Independent Non-Executive Directors.
A Relationship Agreement is in place to ensure that the
Company is capable at all times of carrying on its business
independently of Exponent, its former controlling shareholder.
Exponent has a right to nominate one Nominee Director
to the Board until its shareholding falls below 10%. As at
the date of this Report, Exponent held 12.0% of issued
share capital.
On 27 June 2022, the Board approved the appointment of
ShanMae Teo as an Independent Non-Executive Director.
She has extensive experience in strategy, finance and M&A
through executive and investor roles. I am delighted to
welcome ShanMae to the Board and look forward to
working with her.
Diversity of Board composition is important, and I am
confident that the Board collectively possesses a broad
range of experience, skills and knowledge from different
backgrounds. During FY22, the Committee approved a
Board Diversity Policy which adopted a target for at least
33% representation of women on the Board. As at the date
of this Report, this target has been met as the Board has
38% female representation.
Looking ahead
The Board is pleased with the start to the new financial
year and is confident that the Group is well positioned to
drive sustained underlying growth in revenue and profit
as it continues to lead the shift in its markets from offline to
online. The Board looks forward to making strong strategic
and operational progress in the year ahead.
Kate Swann
Non-Executive Chair
28 June 2022
1 For more information on the acquisition of Buyagift please see our website
www.moonpig.group/investors.
Moonpig Group plc | Annual Report and Accounts 2022
06
Chief Executive Officer’s review
The Group has completed its transformation
into a data-powered platform for gifting.
Overview
1 Source: OC&C, June 2022.
Over the last four years, Moonpig Group has completed its
transformation into a data-powered technology platform.
A relentless focus on creating and sustaining long-term
customer relationships based on our proprietary data and
algorithms has delivered above our expectations, with an
enduring step-up in the loyalty of our customers in the past
year. We have unique insights into consumer behaviour
around gifting, celebrating and relationships and this has
driven our growth and strategy. Continued investments in
our card and gift ranges, our two leading brands, and most
significantly in our technology platform and data science
capabilities have deepened our competitive advantages
and further extended our market leadership in the UK and
the Netherlands.
In particular, I look forward to welcoming Buyagift (which
operates the Buyagift and Red Letter Day brands) to the
Group. The proposed acquisition will significantly enhance
our overall gifting proposition, unlock innovation through
digital gifting and provide us with a profitable presence in
the standalone gifting market. As we look forward to our first
post-pandemic year, we have never been better placed to
accelerate our strategy; leveraging our scale, proposition
and platform to deliver millions more special moments to
our customers and their loved ones.
The Group traded strongly during FY22, with performance
underpinned by three factors that are all critical to Moonpig
Group’s long-term success, namely the delivery of strategic
initiatives to accelerate our data-driven customer retention
flywheel, progress in enhancing our attached gifting
proposition, and continued profitable investment in our brands:
The Group’s success in engaging customers and
encouraging them deeper into our data-driven ecosystem
through reminders and personalised recommendations
has been key to FY22 performance. It has enabled
Moonpig.com to extend its leadership position in UK online
cards, such that its market share in calendar year 2021 was
4.4x
1
larger than its nearest online competitor (2019: 2.8x
1
larger). This reflects the Group’s world-class proprietary
technology platform, the scale and depth of its data on
consumers’ relationships and gifting intentions and its
ability to apply this through self-learning algorithms, all
of which is supported by two powerful consumer brands.
Strategic report Corporate governance Financial statements
07
Revenue (£m)
2021: £368.2m, 2020: £173.1m
£304.3m
Gifting mix (% revenue)
2021: 46.1%, 2020: 41.7%
47.7%
Orders (m)
2021: 50.9m, 2020: 24.3m
39.8m
We have continued to drive growth in gifting revenue mix,
from 41.7% of revenue in FY20, to 46.1% in FY21 and 47.7%
in FY22. Enhancements to our gifting range and to the
recommendation algorithms driving our cross-sell page
continue to drive customer propensity to attach a gift to
their card.
Marketing performance has remained consistently strong
during the year. We have been able to acquire new
customers at a faster rate than before the start of the
pandemic, in an environment for new customer acquisition
that has been largely normalised in both the UK and the
Netherlands following the release of lockdown measures.
It has also been a year of significant investment, which
will underpin future revenue and profits, supporting our
continued confidence in the outlook for the year ahead. We
have increased the number of data scientists, analysts and
engineers in the business to 195 (April 2021: 153) to accelerate
the pace of technology delivery, and we are on track with
the migration of Greetz onto our central technology platform,
which is due for completion before the end of 2022. Two
major investments in operational infrastructure, to fit out
new leasehold facilities in Tamworth in the UK and
Almere in the Netherlands, are progressing well.
Leveraging data and technology
Ongoing investment in technology and data is key to our
growth plans. Alongside work on the Greetz platform
migration, we have rolled out a range of new functionality
to the Moonpig brand:
Progress towards delivering a hyper-personalised
customer journey:
Personalised landing pages for customers who
click on a reminder.
Upcoming occasions and reminders on the web
home page.
Personalised hero messaging on landing pages.
Ordering of product search results based on
personalised click rank algorithms.
A personalised promotions engine to drive customer
behaviours associated with higher retention and frequency:
Targeted offers to incentivise first-time use of the
Moonpig app and first-time gift attachment.
Personalised offers on the cross-sell page to drive
gift attachment for specific purchase missions.
Using data to incentivise
incremental gift attachment
During the year we rolled out the capability
to present personalised promotional discounts
to Moonpig customers. Our algorithms now
assess each customer’s historical propensity
to attach a gift for different combinations
of recipient and occasion. Subsequently,
discounts are displayed during the online
journey that are personalised not only to
the customer, but also to their specific
purchase mission.
This, for instance, enables us to target
customers who have not previously bought
gifts from us, or to target particular missions
for which propensity to attach a gift is lower.
This functionality will become available
for Greetz customers once the technology
platform migration is complete at the end
of 2022.
Moonpig Group plc | Annual Report and Accounts 2022
08
Launch of the dedicated Moonpig Ireland website,
including Irish language cards, with dispatch from
facilities in Ireland allowing speedy delivery.
New features that make it even more effortless for
customers to find the perfect card and the perfect
gift, including:
A new online editor for the customisation of cards and
personalised gifts.
An improved search service to help consumers
navigate our constantly expanding cards range.
An improved user interface for card size format up-sell.
A new cross-sell touchpoint on the basket page of
the website journey allowing customers a further
opportunity to attach a gift before finalising their order.
Our algorithms are optimised across 230m cumulative
transactions
1
as at 30 April 2022 (April 2021: 190m) and our
online market leadership means that each day we capture
more than four times
2
the additional customer data than
the nearest competitor, constantly widening our relative
competitive advantage. We have grown the database of
calendar reminders, which are key to customer retention,
to over 70m as at 30 April 2022 (April 2021: over 50m).
Our mobile apps offer the best experience for our customers,
with a consistently higher lifetime value once customers
migrate on to the apps. For the Moonpig segment, we have
raised the proportion of orders placed on the app to 43%
in FY22 (FY21: 37%). We have continued to improve the app
experience, with a new iOS editor which makes it easier to
upload a photo of a handwritten message, write a message
with an Apple Pencil or invite multiple friends or colleagues
to add messages to a group card. The development of a
new app for Greetz is ongoing as part of the technology
migrationproject.
We have begun trialling Moonpig Plus, a subscription service
which offers a package of discounts and other benefits in
return for an annual fee. The trial is available to a small
proportion of customers, and we intend to test different
variants over time to determine the proposition and pricing
structure that is best suited to promoting customer purchase
frequency and lifetime value.
Work to transition Greetz onto the Group’s technology
platform remains on schedule for completion by the end
of calendar year 2022. As well as unlocking opportunities
for strengthening retention and lifetime value for our Dutch
customers, once the migration project is complete, all the
Group’s technology resource will become available to focus
on accelerating the development of new, customer-facing
and revenue-generating functionality that can be leveraged
by both of our card-first brands.
Building our brands
A key pillar of our strategy is to ensure that the customer is
always excited to send, and the receiver is always delighted
to open, their Moonpig or Greetz product. It underpins the
loyalty of our customers and drives a virtuous customer
acquisition cycle as recipients become customers.
We finished the year with both brands in a strong position.
In the UK, the scale of the Moonpig business means that
we have been able to implement an “always on” approach
to above-the-line marketing, in contrast to the previous
concentration of marketing activity during peak trading
periods. At Greetz, we have executed a refresh of the
brand visual identity, supported by the “Voor jou”
marketing campaign.
The Group’s marketing activity is focussed on new customer
acquisition. This marketing has remained effective following
the end of lockdown, driving higher revenue from new
customers than before the arrival of the pandemic.
A particular focus in FY22 has been to elevate the recipient’s
experience through the launch of new packaging across our
gifting range, together with premium packaging for gifts at
higher price points. The new packaging features a layer-
on-layer unboxing journey which will make the Moonpig
recipient experience stand out from the competition and
help to promote viral customer-base growth by encouraging
recipients to become future customers.
We have continued to expand UK delivery options with the
launch of Royal Mail’s Tracked 24 service. This has enabled
both our latest ever non-peak card cut-off time of 9:00pm
for next-day delivery and the launch of Sunday ordering for
Monday delivery. Working with Royal Mail, we now also offer
Sunday delivery for gifts every weekend.
Chief Executive Officer’s review continued
1 Cumulative transactions as of 30 April 2022 for Moonpig and from 1 September
2018 (post the acquisition of Greetz) to 30 April 2022 for Greetz.
2 Source: OC&C, June 2022
Strategic report Corporate governance Financial statements
09
Expanding our range
We aim to have the perfect card and gift for every
relationship and every occasion. We now have our largest
ever range of greeting cards, with over 43,000 designs
available on our Global Design Platform (April 2021: 27,000).
The platform is increasingly diverse and international, with
52% of our publishers creating cards for Greetz as well as
for Moonpig. To support the Moonpig Ireland launch we
sourced Irish designers to create 1200 unique designs for this
new market, including 400 Irish language cards. Our diverse
card range is very inclusive, reflecting a broad selection of
life and religious celebrations, as well as depicting multiple
ethnicities, so that whoever our customers are they can find
a card which is authentic to them. We have also increased
the number of licensed brands that we work with by 116%
compared to 2020, with our recently introduced gaming
proposition now forming 11% of revenue from this category.
Our strategy to drive our gifting business is through
broadening our range in parallel with enhancing the
algorithms driving our cross-sell recommendations and
we have made significant progress on this during the year:
Significant expansion in Moonpig’s range of flowers
and plants.
Launch of 500 new branded gifting SKUs at Greetz.
Strengthening Moonpig’s range of toys with brands
including Mattel, Barbie and Nerf.
Launch of a UK jewellery range with brands including
Lisa Angel, Posh Totty and Joma Jewellery.
Gifting partnerships, such as with Virgin Wines and
Cath Kidston flowers.
These improvements in the merchandising range, together
with more powerful algorithms providing increasingly
personalised recommendations drove an increase in gifting
share of revenue to 47.7% (FY21: 46.1%, FY20: 41.7%).
Strategy acceleration through Buyagift
On 23 May 2022, we announced the proposed acquisition
of Buyagift, which will accelerate the Group’s strategy to
become the ultimate gifting companion. Buyagift’s portfolio
of gift experiences will deliver a step-change to the breadth
and relevance of the Group’s gifting range without requiring
additional inventory. It will enable us to combine the Group’s
proprietary dataset on gifting intent with an expanded
offering to produce highly relevant gifting recommendations,
allow us to leverage location-based data relating to
recipients, and enable us to drive network effects as
the gift redemption process brings recipients into the
Moonpig ecosystem.
In addition to the strong strategic rationale for the
acquisition, there are compelling financial benefits. Buyagift
is profitable and highly cash generative, with a track record
of strong growth and we are excited by the ways that we
can further transform the business using the Group’s proven
playbook. We see significant potential for the cross-selling of
gifting experiences to Moonpig Group’s loyal customers. We
look forward to working with the Buyagift team to deliver an
enhanced proposition for our customers and to create value
for our shareholders.
Moonpig Group plc | Annual Report and Accounts 2022
10
Chief Executive Officer’s review continued
Maintaining high ethical, environmental
and sustainability standards
During FY22, we made good progress on delivering
against our ESG strategy, which commits the Group to
eight long-term ESG goals focused on the environment,
its people and the communities in which we operate.
We achieved our goal for the sustainable sourcing of paper,
card, envelopes and packaging, delivering this for 100%
of SKUs in our core markets of the UK, the Netherlands
and Ireland, and 98.4% of SKUs globally. We delivered a
23% reduction in Scope 1 and 2 greenhouse gas emissions,
offset all our Scope 1 and 2 emissions from the previous year
through donation to The Woodland Trust and additionally
planted 66 hectares of trees (FY21: nil).
We made good progress on increasing the combined
representation of women and ethnic minorities, who
accounted for 53% of the Leadership Team
1
on 30 April
2022 (April 2021: 45%). We raised the proportion of female
new hires into technical roles to 37% (up from 28% in FY21
but below our long-term target of at least 45%) through
broadening our candidate sources and partnering with
networks such as SheCanCode and Women In Tech.
During the year, the Moonpig Group Foundation donated
£189,000 to charity (FY21: £44,000); this brings our
cumulative donation through the Foundation to
£233,000, 23% of our five-year goal of £1m.
Demand for technology sector talent is intense, across
all functional areas of expertise. This is reflected in our
employee engagement score, which decreased year-on-year
from 68% in FY21 to 65% in FY22 (based on the average
of two surveys carried out in each year
2
). Areas of focus
identified from the survey results are financial reward,
well-being and career development.
Outlook
We are pleased with the start to the new financial year
and remain confident in our existing expectations for Group
trading in FY23. Based on the anticipated completion of the
acquisition of Buyagift by the end of July 2022, we expect
revenue for the enlarged Moonpig Group in FY23 to be
approximately £350m.
In the medium-term, we continue to target mid-teens
percentage underlying revenue growth for the enlarged
Group. Margin trends remain resilient in the near and
medium-term, and the proposed acquisition of Buyagift
is expected to be margin accretive. In view of this, we
have recently raised the Group’s medium-term Adjusted
EBITDA margin rate target to between approximately
25.0% and 26.0%.
Nickyl Raithatha
Chief Executive Officer
28 June 2022
1 Comprises the Group Leadership Team (including Executive Directors) and their
direct reports who are also members of the Extended Leadership Team.
2 For consistency with the basis of calculation of the annual bonus target relating to
Group employee engagement score, see Directors’ Remuneration report page 92.
11
Financial statementsCorporate governanceStrategic report
Moonpig Group plc | Annual Report and Accounts 2022
12
Our journey
We have transformed our business
into a technology and data
platform for gifting.
Moonpig Group has a history of innovation,
growth and fun, evolving from a personalised
greeting cards website to an international,
cross-channel gifting platform.
The foundations for what would become
Moonpig Group were laid in April 2000, when
moonpig.com was launched as the UK’s first
online card retailer. The original vision for
Moonpig was to combine digital printing and
the internet to enable customers to make a better
card than they would find on the high street.
Over time, the Group expanded into card-
attached gifting, growing its range to include
flowers, off-the-shelf gifts and balloons.
In the period from 2018 to 2020, the Group
invested to transform itself into the leading
technology and data platform for gifting. Work to
migrate Greetz onto this technology platform is
expected to be completed by the end of 2022.
On 5 February 2021, the Company was admitted
to the Official List of the Financial Conduct
Authority and to trading on the premium segment
of the London Stock Exchange’s Main Market for
listed securities. It became a constituent of the
FTSE 250 in June 2021.
In May 2022, the Group announced the
proposed acquisition of Buyagift, the UK’s
leading gift experiences platform, which will
accelerate our strategy of becoming the ultimate
gifting companion.
2006
The launch of Moonpig’s first television
campaign, featuring the iconic jingle
2000
Moonpig, the first
online greeting cards
business, founded
2004
Greetz is founded
in the Netherlands
01
01
Innovator of personalised cards
02
The leading online card and gift shop
03
Transformation into a technology and data platform
04
Becoming the ultimate gifting companion
Strategic report Corporate governance Financial statements
13
June 2020
The Moonpig app reaches
#1 shopping app in the UK
for both Android and iOS
2019
Moonpig hits over
£100m annual revenue
2007
Moonpig introduces gifts
2016
Moonpig Group acquired
by Exponent Private Equity
2010
Greetz introduces flowers and gifts.
Moonpig launches in the United States
02
03
04
Nov 2018
Launch of the Group’s
Manchester technology hub
Aug 2018
Moonpig Group acquires
Greetz
June 2021
Inclusion in the FTSE 250 index
of leading UK companies
April 2021
Moonpig Group launches
its ESG strategy
March 2022
Moonpig launches in Ireland
May 2022
Announcement of proposed
acquisition of Buyagift
2022
New UK operational facility
opens in Tamworth
New Netherlands operational
facility opens in Almere
Greetz migration to new
technology platform
Feb 2021
Moonpig Group floats on the
London Stock Exchange
Dec 2020
Incorporation of Moonpig
Group plc. Completion of
three-year technology and
data replatforming
Sep 2020
Launch of Global Design
Platform
Our data-driven
customer retention
flywheel
A virtuous cycle that drives
strong customer retention
and lifetime value
Virality
Recipients become
customers
Retention cycle key
Capture of highly relevant
predictive data around
gifting intent
Personalised experience and
contextual recommendations
Reminder setting
and app downloads
Targeted marketing at
times when the consumer
has gifting intent
Card-first
acquisition
Profitable with
high loyalty
Moonpig Group plc | Annual Report and Accounts 2022
14
Business model
Brand power
Clear market leader,
with two category-defining
brands and high
brand awareness.
Rich data pools
Proprietary recommendation
algorithms are optimised
across more than 70m
reminders and across
230m
1
transactions as
at 30 April 2022.
Scale
Each day, the Group
captures more than four
times
2
the customer data
of its nearest competitor.
Platform
A world-class technology
platform, which is constantly
optimised through
ongoing testing.
Competitive advantages
1 Comprising Moonpig since launch and Greetz post acquisition since 1 September 2018.
2 Moonpig UK market share 2021 source: OC&C, June 2022.
Retention
Higher
purchase
frequency
More data
Better
experience
Smarter
algorithms
£
£
Strategic report Corporate governance Financial statements
15
Gift attach
The most relevant gifting
platform with minimal
acquisition costs
Moonpig Group plc | Annual Report and Accounts 2022
16
Business model in action
Our platform is a
data-driven gifting
recommendation
engine.
We leverage our extensive and
proprietary data on customers gifting
intent and our self-learning algorithms to
make it as effortless as possible to find
the perfect card and the perfect gift.
The card purchase journey captures multiple unique
datapoints including relationship, occasion, age, style,
mood, recipient address and propensity to spend.
90% of card occasions are linked to a calendar event
(for instance birthdays, anniversaries) that repeats
every year. This builds strong long-term relationship
data, which strengthens over time.
Customer loyalty is supported by personalised
occasion reminders.
The typical customer buys approximately three
cards per year.
Extensive data collected during the card
personalisation journey powers proprietary cross-sell
algorithms, which enable us to provide highly relevant
gift recommendations.
There is a significant upsell opportunity, with over
70%
1
of all cards in the UK being given with a gift.
It is key to build the right range of curated gifts, so that
our algorithms can recommend the perfect gift for
every gifting relationship and occasion.
Cross-sell allows us to participate in gifting categories
with negligible incremental marketing costs.
1 Source: OC&C, December 2020.
Card-first acquisition
of loyal customers
Every card order is
an opportunity to
cross-sell gifts
Strategic report Corporate governance Financial statements
17
Our gifting business is primarily driven by
the recommendations on our cross-sell
pages. This is the point in the online journey
where we are able to leverage all the data
that we have about the gifting moment to
inspire the customer to add a gift.
These recommendations continue to evolve
and during the year we added several new
datasets to the algorithm, such that every
day we now serve over 50,000 unique
cross-sell pages to our customers.
This will only increase over time as we
increase the personalisation of Moonpig’s
gifting recommendations.
Adding more
datasets to our
recommendation
engine
Sourcing
the perfect
gifts for our
algorithms to
recommend
For our algorithms to recommend
the perfect gift for every relationship
and occasion, we need to ensure we
have the right range of curated gifts.
Ahead of Mother’s Day 2022, we
developed an exclusive range of
flowers in partnership with the Cath
Kidston brand. This was executed
as part of a wider expansion of
Moonpig’s floristry offering.
Our data shows that brand
partnerships such as these have
resonance with our customers and
enable us to create products that
are unique to Moonpig.
Moonpig Group plc | Annual Report and Accounts 2022
18
2019 2021
Netherlands
20%
21%
65%
67%
#2 Operator
#3 Operator
15%
12%
2019 2021
UK
Other specialists
#2 Operator
21%
15%
60%
68%
19%
17%
Market overview
The Group has consolidated its online
leadership in cards, whilst online market
penetration has risen.
Clear and rising online leadership in cards.
Market share of online specialists 2019 – 2021
1,2
The cards market is rapidly shifting online.
Estimated single greeting cards market by segment 2019 – 2025
F
UK:
2019
£m
2020
£m
2021
£m
2022
F
£m
2023
F
£m
2024
F
£m
2025
F
£m
UK offline 1,226 1,011 1,077 1,186 1,188 1,168 1,149
UK online 140 239 243 218 244 266 288
Total UK market 1,366 1,250 1,320 1,404 1,432 1,434 1,437
UK online share % 10% 19% 18% 16% 17% 19% 20%
Netherlands:
2019
£m
2020
£m
2021
£m
2022
F
£m
2023
F
£m
2024
F
£m
2025
F
£m
NL offline 262 194 210 249 251 253 254
NL online 39 73 83 62 66 70 74
Total NL market 301 267 293 311 317 323 328
NL online share % 13% 27% 28% 20% 21% 22% 23%
There has been an enduring step-up in online penetration since 2019, to an estimated 16% in the UK and 20% in the
Netherlands for 2022. Online market penetration is forecast to reach 20% (UK) and 23% (Netherlands) in 2025.
1 Source: OC&C, June 2022.
2 Data for 2019 has been updated for additional public disclosure by competitors since the OC&C report produced in December 2020 in connection with Admission. UK
Other Specialists include Card Factory, Thortful, TouchNote, Clintons, Paperchase, Hallmark, Boomf and Papier. Chart excludes non-card specialists which accounted for
£28m of the £239m total online segment in 2020. For the Netherlands, the total market share of the three largest online specialist greeting cards operators equals c. 65%
of the total online cards market.
F Forecast.
The Group is the clear online market leader in single greeting cards and has increased its share over the last three years.
The Group’s market share relative to its nearest competitor is now approximately 4.4x
1,2
in the UK and approximately 3.2x
1,2
in the Netherlands.
Strategic report Corporate governance Financial statements
19
Cards
£2bn
Card-attached gifting
£24bn
Total gifting
£57bn
Ireland Netherlands UK
£0.1bn £0.3bn £1.6bn
4
£3bn £14bn £40bn
£1bn £4bn £19bn
UK GDP growth
Cards value YoY% growth
Recession
-5%
-4%
-3%
-2%
-1%
0%
1%
2%
3%
20192018201720162015201420132012201120102009200820072006
0.6
0.70.7
1.1 1.1 1.1
1.5
2.6
1.2
0.9
0.6
2.2
0.9
0.1
Data-driven insight into
Customers’ intent
Competitive advantage
in attached-gifting
Untapped non-attached
gifting opportunity
The overall gifting market is large and underpenetrated.
Market size – UK, Ireland and the Netherlands
2, 3
1 Source: OC&C, June 2022
2 Source: OC&C, December 2020.
3 Of the £57bn total gifting market, £33bn is standalone gifts, £22bn is gifts attached to a card and £2bn is greeting cards.
4 UK total cards market of £1.6bn in 2019 comprises £1.4bn single greeting cards and £0.20bn boxed card sets.
Large, stable and resilient cards market.
UK single greeting cards market, year-on-year growth 2006 – 2019
1
There is an ingrained culture of sending cards in the UK and the Netherlands. The average Moonpig customer in the UK sends
24 cards
2
each year from all retail sources. The overall UK greeting card market has historically proven to be non-cyclical and
resistant to recessions, demonstrating growth through the 2008-2009 economic downturn.
The Group’s leading position in online cards provides a competitive advantage in the market for card-attached gifting. Online
penetration of gifting is low, at 12%
2
for card-attached gifting and 22%
2
for total gifting (driven primarily by Christmas gifting).
Within the UK gifting market, the gift experiences segment is worth £6bn
1
.
Moonpig Group plc | Annual Report and Accounts 2022
20
Our strategy
Our strategy is to become
the ultimate gifting
companion.
Strategic focus Strategic focus
Building
our brands
Expanding
our range
Leveraging data
and technology
What this means What this means What this means
We ensure that the customer is always excited to
send, and the receiver is always delighted to open
their Moonpig or Greetz product.
Building our brands so that customers trust our quality and
service is critical. It underpins the loyalty of our customers
and drives a virtuous customer acquisition loop as recipients
become customers.
We strive to have the perfect card and gift
for every relationship and every occasion.
We have made further progress towards this, improving
both our card and gifting product ranges. As we help our
customers to discover the full extent of our offering, we aim to
capture a greater share of their gifting wallet, through raising
both purchase frequency and gift attach rate.
We have an extensive and unique dataset on our
customers’ gifting behaviour, which we harness using
technology to generate highly-relevant, personalised
gifting recommendations.
Our algorithms are optimised across 230m cumulative transactions
as at April 2022 (April 2021: over 190m) Our online market
leadership means that each day we capture more than four times
the amount of customer data than our nearest competitor.
What we have done What we have done What we have done
Continued significant brand marketing investment.
Launch of a new visual identity for the Greetz brand.
Retention of customers acquired during lockdown
is in line with that of previous cohorts.
Website launch in the Republic of Ireland.
Elevating the recipient experience through the launch
of new Moonpig packaging, together with premium
packaging for gifts at higher price points.
Proposed acquisition of Buyagift (which operates
the Buyagift and Red Letter Days brands).
Our largest ever greeting card design range, which has
now been expanded to 43,000 designs (FY21: 27,000).
Partnerships with category experts, including a branded
“shop-in-shop” with Virgin Wines, and the launch of our
new ranges of fragrances and jewellery.
Flowers proposition extended into premium price points.
Proposed acquisition of Buyagift will step-change the
breadth and relevance of our gifting offering, adding
4,800 gift experience SKUs.
Ongoing enhancements to our recommendation algorithms.
Moonpig app penetration of orders raised to 43% (FY21: 37%).
Reminders database grown to over 70m
(April 2021: over 50m).
Ongoing migration of Greetz to the Group’s single unified
technology and data platform, to be completed by the
end of 2022.
1 Cumulative transactions as of April 2022 for Moonpig and from 1 September 2018 (post
acquisition of Greetz) to April 2022 for Greetz.
Strategic report Corporate governance Financial statements
21
Strategic focus Strategic focus
Building
our brands
Expanding
our range
Leveraging data
and technology
What this means What this means What this means
We ensure that the customer is always excited to
send, and the receiver is always delighted to open
their Moonpig or Greetz product.
Building our brands so that customers trust our quality and
service is critical. It underpins the loyalty of our customers
and drives a virtuous customer acquisition loop as recipients
become customers.
We strive to have the perfect card and gift
for every relationship and every occasion.
We have made further progress towards this, improving
both our card and gifting product ranges. As we help our
customers to discover the full extent of our offering, we aim to
capture a greater share of their gifting wallet, through raising
both purchase frequency and gift attach rate.
We have an extensive and unique dataset on our
customers’ gifting behaviour, which we harness using
technology to generate highly-relevant, personalised
gifting recommendations.
Our algorithms are optimised across 230m cumulative transactions
as at April 2022 (April 2021: over 190m) Our online market
leadership means that each day we capture more than four times
the amount of customer data than our nearest competitor.
What we have done What we have done What we have done
Continued significant brand marketing investment.
Launch of a new visual identity for the Greetz brand.
Retention of customers acquired during lockdown
is in line with that of previous cohorts.
Website launch in the Republic of Ireland.
Elevating the recipient experience through the launch
of new Moonpig packaging, together with premium
packaging for gifts at higher price points.
Proposed acquisition of Buyagift (which operates
the Buyagift and Red Letter Days brands).
Our largest ever greeting card design range, which has
now been expanded to 43,000 designs (FY21: 27,000).
Partnerships with category experts, including a branded
“shop-in-shop” with Virgin Wines, and the launch of our
new ranges of fragrances and jewellery.
Flowers proposition extended into premium price points.
Proposed acquisition of Buyagift will step-change the
breadth and relevance of our gifting offering, adding
4,800 gift experience SKUs.
Ongoing enhancements to our recommendation algorithms.
Moonpig app penetration of orders raised to 43% (FY21: 37%).
Reminders database grown to over 70m
(April 2021: over 50m).
Ongoing migration of Greetz to the Group’s single unified
technology and data platform, to be completed by the
end of 2022.
1 Cumulative transactions as of April 2022 for Moonpig and from 1 September 2018 (post
acquisition of Greetz) to April 2022 for Greetz.
Moonpig Group plc | Annual Report and Accounts 2022
22
Strategy in action
Using group cards to bring
customers to Moonpig
Our group cards feature allows Moonpig customers
to easily collect messages from friends and
colleagues for inclusion in a single card. From
our app, the customer can within seconds create
a link to share with up to 20 people to invite them
to write a message inside a card.
The feature offers a convenient way for workplace
colleagues or friends to send shared greetings,
increases awareness of the Moonpig brand and
drives organic new customer acquisition.
Continued progress towards a
hyper-personalised customer
journey
Our data-science investments have made it even
easier for customers to find and write their perfect
card and gift.
When a customer clicks on a reminder within our
app, an email or on our site, they are presented with
a personalised landing page with recommendations
for cards and gifts based on their previous purchases
for that recipient. Logged-in customers also see
upcoming occasion reminders on our home
page and personalised search results.
Building
our brands
Leveraging data
and technology
Leveraging data
and technology
Strategic report Corporate governance Financial statements
23
High environmental standards for our
new operational facilities
We are preparing to open new facilities in Tamworth (UK)
and Almere (Netherlands), which will increase capacity,
raise operational efficiency and further improve the
sustainability of our operations.
The UK site is rated as “BREEAM Excellent”, ensuring the highest
levels of environmental efficiency. The Netherlands facility is on
a district heating system and has been retrofitted to improve its
environmental, social and economic sustainability in line with
best practice.
The perfect card and gift for
every relationship and occasion
in Ireland
As part of our ongoing expansion of the Group’s
card design range, we developed a dedicated
range for the launch of the Moonpig Ireland
website on 1 March 2022.
Working with Irish designers and publishers we built
a range of 1,200 bespoke cards for the Irish market,
including 400 Irish language cards, to supplement
our existing global range.
Maintaining high ethical, environmental
and sustainability standards
Expanding
our range
Moonpig Group plc | Annual Report and Accounts 2022
24
Key drivers of growth
A compelling growth
opportunity with three
compounding growth drivers
Growth driver Growth driver Enabler
Customer
acquisition
Share of wallet
(order frequency)
Driving gift
attachment
Technology and
data platform
What this means What this means What this means What this means
There are an estimated 53.8m
1
card purchasers in
the Group’s existing core markets of the UK and the
Netherlands. As online market leaders, the Group expects
to continue to capitalise on the structural shift to online.
The Group’s superior online proposition drives significant
competitive advantage versus the offline market.
The Group’s active customers are estimated to purchase,
on average, 23 cards per annum
1
(versus 20 cards per
annum for consumers in the market as a whole), of which
only a small proportion are purchased from the Group.
By leveraging data and technology we aim to make gifting
for every occasion easy to remember, to choose, to create
and to purchase.
In the UK, approximately 72%
1
of cards are given with
a gift. The card-first journey enables highly relevant gift
recommendations. Purchase intent is high following
card creation.
Cross-selling gifts means negligible incremental marketing
costs, sidestepping expensive online competition in paid
marketing for gifts and flowers.
The Group has scalable, custom-built technology and
proprietary algorithms optimised across millions of
data points.
Our platform drives a flywheel of historical data on gifting
intent driving future purchases, through highly relevant
gifting recommendations.
Future priorities Future priorities Future priorities Future priorities
Continue aligning Greetz to a card-first
acquisition strategy.
Improving the recipient experience to accelerate
network effects.
New visual identity for the Greetz brand.
Maintain and grow consumer brand awareness.
Data-driven personalisation of the customer journey.
Enhancements to reminders programme.
Artificial Intelligence-driven Customer
Relationship Management.
Trial of Moonpig Plus subscription service.
Further strengthening of merchandise range, including
new categories.
Ongoing programme of improvements in user
experience and personalised gift recommendations.
Opening of our two new operations facilities to support
future gifting growth.
Once the Greetz migration is complete, a significant
proportion of our technology resource will be focused
on the development of consumer-facing and revenue-
generating technology product.
We intend to continue to grow the Group’s
technology headcount.
Principal risks Principal risks Principal risks Principal risks
Downward pressure on consumer demand
Brand strength and reputation
Competitive environment
1 Source: OC&C, December 2020.
Downward pressure on consumer demand
Brand strength and reputation
Competitive environment
Supply chain disruption and input cost inflation
Downward pressure on consumer demand
Disruption to operations
1 Source: OC&C, December 2020.
Data protection and technology security
Securing, development and retention of talent
Strategic report Corporate governance Financial statements
25
Growth driver Growth driver Enabler
Customer
acquisition
Share of wallet
(order frequency)
Driving gift
attachment
Technology and
data platform
What this means What this means What this means What this means
There are an estimated 53.8m
1
card purchasers in
the Group’s existing core markets of the UK and the
Netherlands. As online market leaders, the Group expects
to continue to capitalise on the structural shift to online.
The Group’s superior online proposition drives significant
competitive advantage versus the offline market.
The Group’s active customers are estimated to purchase,
on average, 23 cards per annum
1
(versus 20 cards per
annum for consumers in the market as a whole), of which
only a small proportion are purchased from the Group.
By leveraging data and technology we aim to make gifting
for every occasion easy to remember, to choose, to create
and to purchase.
In the UK, approximately 72%
1
of cards are given with
a gift. The card-first journey enables highly relevant gift
recommendations. Purchase intent is high following
card creation.
Cross-selling gifts means negligible incremental marketing
costs, sidestepping expensive online competition in paid
marketing for gifts and flowers.
The Group has scalable, custom-built technology and
proprietary algorithms optimised across millions of
data points.
Our platform drives a flywheel of historical data on gifting
intent driving future purchases, through highly relevant
gifting recommendations.
Future priorities Future priorities Future priorities Future priorities
Continue aligning Greetz to a card-first
acquisition strategy.
Improving the recipient experience to accelerate
network effects.
New visual identity for the Greetz brand.
Maintain and grow consumer brand awareness.
Data-driven personalisation of the customer journey.
Enhancements to reminders programme.
Artificial Intelligence-driven Customer
Relationship Management.
Trial of Moonpig Plus subscription service.
Further strengthening of merchandise range, including
new categories.
Ongoing programme of improvements in user
experience and personalised gift recommendations.
Opening of our two new operations facilities to support
future gifting growth.
Once the Greetz migration is complete, a significant
proportion of our technology resource will be focused
on the development of consumer-facing and revenue-
generating technology product.
We intend to continue to grow the Group’s
technology headcount.
Principal risks Principal risks Principal risks Principal risks
Downward pressure on consumer demand
Brand strength and reputation
Competitive environment
1 Source: OC&C, December 2020.
Downward pressure on consumer demand
Brand strength and reputation
Competitive environment
Supply chain disruption and input cost inflation
Downward pressure on consumer demand
Disruption to operations
1 Source: OC&C, December 2020.
Data protection and technology security
Securing, development and retention of talent
Moonpig Group plc | Annual Report and Accounts 2022
26
Section 172 statement and stakeholder engagement
Section 172(1) statement
The Directors of the Company (and those of all UK companies) are required to act in the way they consider, in good faith,
would most likely promote the success of the Company for the benefit of its members as a whole, whilst also having regard
to the matters listed in section 172 (“s172”) of the Companies Act 2006 (the “Act”).
The interests of key stakeholders and the Board’s approach to these are explained below. Further information on the Board’s
approach during FY22 to the matters set out in s172 of the Act, and on decisions made by the Board, are set out in the
Corporate Governance Statement at pages 72 to 79, and forms part of this s172(1) statement.
Stakeholder What matters to them How we engage
Customers
The Group’s business
model is built around
the progressive
accumulation of loyal
customer cohorts.
The use of data and
technology to create
a gifting companion
ecosystem differentiates
the Group from
its competitors.
Ability to express that
they care about the
recipient.
The right card design.
Relevant gifting
recommendations.
Ability to personalise.
Convenience,
including same-day
despatch.
Product quality.
Timely delivery.
Recipient experience.
Data protection.
The Group’s investment in its technology platform, the broadening of its range of card
designs and gifts, and the securing of later cut-off times for same-day despatch are
each focused on better addressing the needs of customers.
The Group’s platform uses self-learning algorithms to leverage its pools of historical
data on customer gifting intent, to continuously enhance the relevance of its
recommendations to customers.
The Greetz platform migration (due to be completed in calendar year 2022)
will improve the customer experience in the Netherlands.
Substantial and ongoing investment in data protection and technology security.
Moonpig launched its leading card and gift offer in Ireland during FY22,
including a dedicated website and app.
The Group makes considerable ongoing investment in multi-channel marketing.
Moonpig and Greetz allow customers to set reminders, to ensure that they never
miss important occasions.
Customer feedback is collected through channels including on-site surveys,
multivariate testing, consumer research and monitoring of brand awareness.
The Board has set a goal for the Group to maintain a Customer NPS of at least 70.
The customer service team operates seven days per week.
Recipients
We want recipients to
be delighted to open
their Moonpig or
Greetz product.
Positive recipient
experience drives
virality, as recipients
become customers.
A memorable and
enjoyable experience.
Convenient and
reliable delivery.
High quality products
and packaging.
Sustainability and
ease of recycling.
Data protection.
Seven-day parcel delivery service in the UK and the Netherlands.
We have refreshed our packaging at both Moonpig and Greetz, with a focus on the
recipient experience.
We have launched new flowers and gifts ranges and introduced The Moonpig Flower
Quality Commitment, guaranteeing freshness for five days.
The breadth of our card design range means that recipients see the perfect card upon
opening their envelope. In FY22 we launched a dedicated card range for the Irish
market and broadened our range of Welsh language cards.
The Group’s cards are fully recyclable, with 100% sustainably sourced paper and card
in our core markets (98% globally).
Substantial and ongoing investment in data protection and technology security.
A key strategic attraction of Buyagift (the proposed acquisition of which is expected
to complete in July 2022) is its digital interaction with recipients during the gift
redemption process, which it increasingly leverages to convert a proportion of
recipients into customers.
Employees
The Group’s delivery
against its strategic
objectives is dependent
upon it being able
to attract, recruit,
motivate and retain its
highly skilled workforce.
Competition remains
intense, in particular
for technology and
data expertise.
Financial reward.
Career and personal
development.
Respect and
inclusivity.
Employee
engagement.
Health & well-being.
Safe working
conditions.
Open, transparent culture including regular “All Hands” meetings and an annual
strategy conference, which are led by the Group Leadership Team (“GLT”).
Twice-annual employee engagement surveys, the results of which are presented
to and discussed at Board meetings.
Employee resource groups, which are supportive forums for under-represented
employee groups.
Investment in leadership coaching and employee training.
The Group’s ESG strategy includes a goal for raising employee engagement
(see page 31).
The Designated Non-Executive Director for workforce engagement, met directly with
employees during the year.
During the year, the Board approved that all UK and Guernsey employees would
be paid the UK Real Living Wage (as published by the Living Wage Foundation)
from 1 May 2022.
An all-employee SAYE scheme was launched during FY22.
Health and safety assessments are regularly undertaken to ensure the safety and
well-being of employees.
An independent whistleblowing service allows all employees to raise relevant concerns
confidentially.
Strategic report Corporate governance Financial statements
27
Stakeholder What matters to them How we engage
Investors
Access to capital is vital
to the Group’s long-
term performance.
The Group aims to
provide fair, balanced,
and understandable
information to
shareholders and
analysts including
on strategy, business
model, culture,
performance and
governance.
High governance
standards.
A balanced and fair
representation of
financial results and
future prospects.
Confidence in
the Company’s
leadership.
Clarity around
principal risks and
uncertainties.
Total shareholder
return.
Progress on business
and ESG strategy
delivery.
Formal investor roadshows following the half-year and final results announcements,
together with additional investor meetings.
Disclosure through this Annual Report, the half-year results announcement and
trading updates.
All Directors appointed at the time attended the Annual General Meeting held
on 28 September 2021.
The investor relations section of our corporate website provides investor information
and presentations, alongside other information reported to the market via the
regulatory news service.
Regular updates are provided to the Board on market sentiment, investor relations
activity, and equity research reports.
Exponent has one representative on the Board who has been involved in Board
decision-making since appointment in January 2021. Since October 2021, Exponent
no longer has a Board observer following a reduction in its shareholding.
A Relationship Agreement has been entered into with Exponent, further details of
which are set out on page 76.
Suppliers
Strong relationships
with suppliers critical
to the Group’s
performance.
The Group seeks
to build long-term
mutually beneficial
relationships with
suppliers, and works
with them to ensure
that respective
standards and
expectations of business
conduct are adhered to.
Long-term
collaborative
relationships.
Growth opportunities.
Fair terms and
conditions.
Responsible, ethical
procurement.
Prompt and accurate
payment.
Regular engagement with suppliers and partners, including through members of
the GLT.
Rigorous supplier onboarding, which includes information security and data protection
due diligence as well as checks on financial viability, modern slavery, anti-facilitation
of tax evasion, anti-bribery and sanctions.
Supplier Code of Conduct published during the year, which is available on our
corporate website.
Continued collaboration with key outsourcing partners to raise
operational performance.
Partnering with gift suppliers to expand our gifting proposition as we look to drive
increased gift attach rates.
The Group’s Global Design Platform enables independent designers to make their
card designs available to the Group’s customers in return for royalty payments.
Reporting on the payment of suppliers.
Community and
environment
The Group seeks to
ensure that it provides
a positive contribution
to the communities in
which it operates and
to the environment.
Having a positive
impact on the
community.
Energy usage and
carbon emissions.
Sustainability.
The Group has a long history of charitable activity. During FY22 the Moonpig Group
Foundation (an account within the Charities Aid Foundation (“CAF”)) donated £189,000
to charity (FY21: £44,000). In addition, the Group made charitable donations on its own
account totalling £81,000 of which £75,000 was to the CAF (FY21: £678,000, of which
£344,000 was to the CAF).
The Group continues to develop its strategy to support the wider tech industry,
including extending its apprenticeship programme and by recruiting an inclusive
range of candidates to participate in coding bootcamps.
During FY22 the Group increased the proportion of card, envelope and paper
packaging SKUs that are sustainably sourced to 100% for its core UK and Netherlands
markets, and 98% globally. Sustainable sourcing is defined as being either Forest
Stewardship Council (“FSC”) certified, having Programme for the Endorsement of
Forest Certification (“PEFC”) certified or containing over 75% recycled content.
In FY22 we partnered with Tree-Nation and planted 66 hectares of woodland
(FY21: nil), in addition to amounts invested to offset our Scope 1 and 2 emissions.
Moonpig Group plc | Annual Report and Accounts 2022
28
Environmental, social and governance
The Groups ESG strategy
focuses on making a difference
to the environment, its people
and its communities.
Across an extended period, Moonpig Group
has contributed to society through its core
purpose and by its support for charities. In
FY21 the Group extended its contribution
through the launch of its ESG strategy.
The Group’s ESG strategy commits it to eight
long-term goals focused on the environment,
its people and its communities. In setting the
strategy, the Board chose to focus on six of the
United Nations’ 17 Sustainable Development
Goals that they consider most relevant to
the business.
The Group’s focus during FY22 has been on
embedding the ESG goals within business
practices and aligning its strategy, people
and partners behind them. We are pleased
with the progress that we have made to date.
For FY23 we intend to implement a new goal
relating to the environment, which recognises
the importance of reducing indirect emissions
in the Group’s value chain. The goal is to
“more accurately measure supply chain
emissions and set Scope 3 reduction targets
by the end of FY23”. This replaces the goal
relating to sustainable sourcing of paper,
card and packaging, which has moved from
being an area of strategic focus to one which
can be managed through business-as-usual
monitoring and delivery.
ESG goals
See pages 30 to 31
Environment
See page 32
Energy and carbon reporting
See page 33
TCFD
See pages 34 to 41
People
See page 42
Diversity and gender pay gap
See pages 43 to 44
Communities
See page 45
UN Sustainable Development Goals
Strategic report Corporate governance Financial statements
29
The Directors have chosen to focus on six of the United Nations’ 17 Sustainable Development Goals that they
consider most relevant to the business.
Ensure healthy lives and
promote well-being for
all at all ages
Promote sustained, inclusive and
sustainable economic growth, full
and productive employment and
decent work for all
Ensure inclusive and
equitable quality education
and promote lifelong learning
opportunities for all
Ensure sustainable consumption
and production patterns
Achieve gender equality and
empower all women and girls
Protect, restore and promote
sustainable use of terrestrial
ecosystems and sustainably
manage forests
Moonpig Group plc | Annual Report and Accounts 2022
30
Environmental, social and governance continued
Goal Progress to date Next steps for FY23
Goal 1 - Net zero operational
carbon emissions (Scope 1 and
Scope 2) by 2030, aligned to the
SBTi near term target
The goal commits the Group to:
(a) reduce absolute greenhouse
gas emissions arising from its
own operations (Scope 1 and
Scope 2) by at least 50% by
2030 versus total emissions of
635 tCO
2
e in the baseline year
of FY20; and (b) offset any
emissions that cannot
be reduced.
This goal has been validated
by the Science Based Target
initiative (“SBTi”), and is aligned
with the Paris Agreement’s
aspiration to limit global
warming to 1.5°C. The Group’s
net zero goal will be reviewed in
line with updated SBTi guidance
during the year ahead.
Scope 1 and 2 emissions were 518 tCO
2
e, representing a
decrease of 23% tCO
2
e year-on-year (FY21: 675 tCO
2
e)
and a reduction of 18% compared to our benchmark
year of FY20.
The decrease in emissions was driven by:
Introducing an environmental management system that
reduced energy usage across our sites. We conducted
building performance evaluations that led to several
energy reduction initiatives, including improved heating
controls and changes to our building hardware
and systems.
Migrating electricity supply to renewable sources.
From November 2021 all our UK and Netherlands
electricity supply was 100% renewable
1
.
In FY22 we offset Scope 1 and 2 emissions from
the previous year by investing £22,500 through
The Woodland Trust (FY21: nil).
In FY23 we plan to open two
new fulfilment sites. The UK
facility is rated as “BREEAM
Excellent”. The Netherlands
facility is on a district heating
system and has been retrofitted
to improve its environmental,
social and economic
sustainability in line
with best practice.
The Group is committed
to offsetting Scope 1 and 2
emissions that cannot be
reduced. In FY23 the Group
plans to offset 518 tCO
2
e
of Scope 1 and 2 emissions
from the previous year at an
estimated cost of £20,000.
Goal 2 - 100% sustainably
sourced paper, card and
packaging by 2022
The Group aims to consume
resources sustainably and to
minimise the forestry impact
of the wood products that
the Group uses.
We have achieved 100% sustainable sourcing
2
for SKUs of
paper, card, envelopes and packaging in our core markets
of the UK, the Netherlands and Ireland, and 98% globally.
We completed an extensive programme of work which
included auditing our full range of SKUs, attaining or
renewing FSC Chain of Custody Certification in the UK and
the Netherlands, working with our supply chain to replace
non-compliant SKUs and developing internal tracking.
This goal has been substantially
delivered and will move from
being an area of strategic focus
to one that is managed on a
business-as-usual basis.
It will be replaced by a new
goal to more accurately
measure supply chain emissions
and set Scope 3 reduction
targets by the end of FY23.
Goal 3 Reforest at least 330
hectares of woodland by 2025
The Group relies on wood
pulp to make its products
and therefore aims to be
“forest positive”.
In FY22 we delivered 20% of this five-year goal. We
partnered with Tree-Nation and planted 66 hectares
of woodland (FY21: nil) with 106,000 trees (FY21: nil).
This is in addition to any offsetting of emissions
conducted within Goal 1.
Tree-Nation enabled us to focus planting activity
in ecologically sensitive areas and safeguards the long-
term impact of tree planting by managing the forests.
In FY22 we contributed to projects in Madagascar,
Nepal, Tanzania, Columbia, Thailand and India.
In FY23 the Group has
committed to plant a further
66 hectares of forest.
1 In Guernsey, the sole provider of electricity to the island, Guernsey Electric, supplies 93% (in 2020) renewable electricity.
2 Sustainable SKUs are from FSC or PEFC certified sources or recycled sources.
3 Comprises the Group Leadership Team (including Executive Directors) and their direct reports who are also members of the Extended Leadership Team.
Strategic report Corporate governance Financial statements
31
Goal Progress to date Next steps for FY23
Goal 4 Increase the combined
representation of women
and ethnic minorities on the
Leadership Team
3
to at least
50% by 2025
The Group wants to be
representative of its customers
and the communities in which
it operates.
As at 30 April 2022, the combined representation of women
and ethnic minorities on the Leadership Team
3
was 53%
(2021: 45%).
In FY22 we have worked to develop our next generation of
female leaders. We set up new coaching and mentoring
schemes, established our gender-balance network and
implemented a range of initiatives including unconscious
bias training for hiring managers.
For FY23 this goal will be
updated to “Maintain the
combined representation of
women and ethnic minorities on
the Leadership Team at around
50%”.
Goal 5 Reach and maintain
an engagement score at or
above 72%
Improving engagement
in our teams will improve
productivity and hence business
performance. It will help to
ensure that employees are
retained for longer, reducing
recruitment costs.
Across the two surveys carried out in FY22, the average
engagement score was 65%, below prior year (68%)
and target (72%). In a competitive recruitment market,
remuneration and career development were key
survey themes.
Our survey continued to show many positive trends. 83%
of employees say that they are proud to work for the Group,
and 81% say they would recommend a friend to work for
the Group.
During FY22 we launched the Group’s new values
(see the corporate governance statement on page 72),
implemented hybrid home/office working, increased
employer pension contributions and implemented
new flexible benefit options and new staff discounts.
The focus areas for action
on driving engagement in
FY23 will be compensation,
career development, care
and recognition.
We have implemented
cumulative average pay
increases of 8.6% in FY22,
of which 6.3% was effective
from 1 May 2022.
We intend to give our people
more bespoke training and our
well-being programme will
be refreshed.
Goal 6 Invest £1.0m between
2020-2025 through the Moonpig
Group Foundation
Through the Moonpig Group
Foundation, we want to
support initiatives that create
connections and spark moments
of joy in our communities.
During FY22 the Moonpig Group Foundation made
charitable donations totalling £189,000 (FY21: £44,000).
As at 30 April 2022 the Foundation has cumulatively
donated £233,000 (30 April 2021: £44,000) to third-party
charities since being set up in FY21.
The Group also made charitable donations on its own
account totalling £81,000 of which £75,000 was to the CAF
(FY21: £678,000, of which £344,000 was to the CAF).
Employees in each of our
locations have chosen a
cause to support in FY23.
The chosen charities are End
Youth Homelessness (UK), Les
Bourgs Hospice (Guernsey) and
Kinderhulp (Netherlands).
Goal 7 New hires into
technical roles
1
to be at least
45% from women by 2025
To deliver the Group’s strategy,
we need to hire highly skilled
technology workers from all
areas of society.
In FY22 37% of new hires into technical roles were female
(FY21: 28%). As at 30 April 2022, 33% of employees in these
teams are female (2021: 27%).
We launched an apprentice scheme to support women
who change careers into technology roles.
To attract women, we partnered with women’s networking
events, for example SheCanCode and Women In Tech.
We increased referral fees to incentivise employees to
introduce female candidates.
We intend to continue to
enhance recruitment practices,
support apprenticeship
programmes and engage with
networking events.
We intend to expand our
apprenticeship scheme.
We intend to communicate
our flexibility as an employer
to attract women with care-
giving commitments.
Goal 8 Reach and maintain
a top-quartile Customer NPS
score of at least 70
The Group’s mission is to
help people connect, and
it is important that the
Group’s customers
believe it is doing this.
The Group’s weighted average Customer NPS score across
its brands was 71 in FY22 (FY21: 67), which places it in the
top quartile for technology companies.
We have improved order and delivery information,
introduced a customer service chatbot, worked with our
partners to improve delivery performance and worked
with our supply chain to improve flower quality.
We intend to place significant
focus in FY23 upon further
elevating our gifting proposition.
The migration of Greetz onto
the Group technology platform
will deliver new customer-facing
functionality for our
Dutch customers.
1 Technical roles for these purposes comprise those in technology security, engineering, product and analytics.
Moonpig Group plc | Annual Report and Accounts 2022
32
Environmental, social and governance continued
The environment
The Group aims to consume
resources sustainably and
to minimise its impact on
the environment.
Packaging and waste
The Group is committed to phasing out single-use
plastic packaging throughout its supply chain and has
a packaging waste-management programme in place.
Projects undertaken during the year have ensured
that all card, envelopes and packaging procured by
Moonpig and Greetz is now reusable, recyclable or
compostable. Messages encouraging recipients to
recycle are written in large text next to a prominent
recyclable symbol, and box packaging is
predominantly made from sustainably-sourced
brown fluted cardboard, further identifying it
as recyclable to recipients.
The Group is committed to international guidelines
for the disposal of electronic waste.
Strategic report Corporate governance Financial statements
33
Energy use and greenhouse gas emissions
The table below sets out the Group’s mandatory reporting on
greenhouse gas emissions and global energy use pursuant
to the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, as amended by the
Companies Act 2006 (Strategic report and Directors’ report)
Regulations 2013 and under the Companies (Directors’ report)
and Limited Liability Partnerships (Energy and Carbon Report)
Regulations 2018, which implement the government’s policy on
Streamlined Energy and Carbon Reporting (“SECR”).
In FY22, the Group’s Scope 1 and 2 carbon emissions were 518
tCO
2
e (FY21: 675 tCO
2
e) which is a reduction of 157 tCO
2
e, or
23%, year-on-year.
During the year, the Group has worked to construct a roadmap
for reducing its Scope 1 and 2 emissions, with a focus on: (1)
reducing our energy use; (2) switching to renewable energy;
and (3) ensuring that any additions to our operational
infrastructure are consistent with our goals for energy efficiency.
The majority of the Group’s emissions lie within its supply chain,
with the following areas identified as material:
Products - the goods and packaging purchased and
resold to customers,
Downstream distribution - covering transport,
warehousing and outsourced fulfilment, and
Technology footprint - the energy required to support
online services and communications.
We have commenced data collection for these areas and will
work with suppliers to deliver this. We have set a new ESG goal
to more accurately measure supply chain emissions and set
Scope 3 reduction targets by the end of FY23 (see page 30).
The greenhouse gas reporting period is aligned to the
financial reporting year. The Group reports emissions with
reference to the latest Greenhouse Gas Protocol Corporate
Accounting and Reporting Standard (“GHG Protocol”). The
2020 UK Government GHG Conversion Factors for Company
Reporting are used to convert energy use in operations to
emissions of tCO
2
e. Carbon emission factors for purchased
electricity are calculated according to the “location-based
grid average” method. This reflects the average emission of
the grid where the energy consumption occurs. Data sources
include billing, invoices and the Group’s internal environment
managementsystem.
For transport data where actual usage data (e.g. type and
size of engine) was unavailable, conversions were made
using average fuel consumption factors to estimate the usage.
Mileage claims are provided in number of miles and converted
into tCO
2
e using an average-car calculation.
FY22 FY21
Energy consumption (kWh) UK
1
NL Total UK
1
NL Total
Gas 4,920 912,195 917,116 13,427 1,109,564 1,122,991
Electricity (purchased) 725,359 775,209 1,500,568 782,131 896,019 1,678,150
Total energy consumption 730,279 1, 6 87, 40 4 2, 417,6 84 795,558 2,005,583 2,801,141
Mileage claims (miles) 27,487 12,595 40,082 14,772 14,772
FY22 FY21
GHG emissions (tCO
2
e) UK
1
NL Total UK
1
NL Total
Scope 1: Emissions from combustion of gas 1 167 168 2 204 206
Scope 2: Emissions from purchased electricity 60 290 350 64 405 469
Total operational emissions (tCO
2
e) 61 457 518 66 609 675
Intensity ratio: tCO
2
e per £1m of revenue 0.26 6.57 1.70 0.23 7.0 4 1.83
1 The UK data also includes energy used and emissions produced within the factory located in Guernsey, to support our UK business.
Moonpig Group plc | Annual Report and Accounts 2022
34
Overview
This section sets out the Group’s inaugural disclosures consistent with the TCFD framework. The Board is satisfied with the
progress made to date. Going forward, we will work to reduce the Group’s direct and indirect emissions, further integrate
positive environmental actions into our business strategy and further evolve our reporting on this topic.
The following table sets out where recommended TCFD disclosures can be found in this report and explains the key future
steps the Group intends to take to ensure full and consistent compliance with the TCFD framework in future:
TCFD pillar TCFD recommended disclosure Current status FY23 focus
Climate
governance
The
organisation’s
governance
around climate-
related risks and
opportunities
Describe the Board’s oversight
of climate-related risks
and opportunities.
Describe management’s role in
assessing and managing climate-
related risks and opportunities.
The Board’s oversight of climate-
related risks and opportunities and
how management has assessed
and managed these risks and
opportunities, is set out in the Climate
governance section on pages 35 to 36.
We intend to make our
inaugural Carbon Disclosure
Project (“CDP”) submission.
We have introduced a climate-
related measure into the FY23
annual bonus scheme for the
Executive Directors and the
Group Leadership Team.
Climate risk
management
How the
organisation
identifies,
assesses and
manages
climate-related
risks
Describe the organisation’s
processes for identifying and
assessing climate-related risks.
Describe the organisation’s
processes for managing
climate-related risks.
Describe how processes for
identifying, assessing and
managing climate-related risks are
integrated into the organisation’s
overall risk management.
The Group’s approach to climate
risk identification, assessment and
management is set out in the Climate
risk management section on
pages 37 to 38.
The Audit Committee and the full
Board have received an update on
the inclusion of climate-related risks
into the Group’s risk management
framework as part of the FY22 risk
management process.
Climate risk management will
be considered by the Board
(based on recommendation
from the Audit Committee)
in line with the Group’s risk
management framework.
Climate-related risks will
be subject to the same
identification, analysis and
mitigation processes as
operational risks.
Climate
strategy
The actual
and potential
impacts of
climate-related
risks and
opportunities
on the
organisation’s
businesses,
strategy,
and financial
planning where
such information
is material
Describe the climate-related risks
and opportunities the organisation
has identified over the short,
medium and long term.
Describe the impact of climate-
related risks and opportunities
on the organisation’s businesses,
strategy and financial planning.
Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate scenarios.
The material climate-related risks and
opportunities identified by the Group
are described in the Climate strategy
section on pages 39 to 41.
The Group modelled the potential
impact of discrete risks and
opportunities within the selected time
horizons to identify key exposures
for this report. The Audit Committee
and the Board have reviewed the
methodology and analysis of risks
and opportunities.
Impacts on the business, strategy and
financial planning, and the resilience
of strategy, are described on page 39.
We aim to progressively
incorporate quantitative
analysis into our identification of
the potential impacts of climate-
related risks and opportunities.
Task Force on Climate-related Financial Disclosures (“TCFD”)
Strategic report Corporate governance Financial statements
35
TCFD pillar TCFD recommended disclosure Current status FY23 focus
Climate metrics
and targets
The metrics
and targets
used to assess
and manage
relevant
climate-related
risks and
opportunities
where such
information is
material
Disclose the metrics used by the
organisation to assess climate-
related risks and opportunities
in line with its strategy and risk
management process.
Disclose Scope 1, Scope 2 and, if
appropriate, Scope 3 greenhouse
gas (“GHG”) emissions, and the
related risks.
Describe the targets used by the
organisation to manage climate-
related risks and opportunities and
performance against targets.
The Group’s current climate-related
metrics are Scope 1 and Scope 2
GHG emissions, as set out in the
SECR disclosure on page 33.
The Group does not currently use other
climate-related metrics.
The Group’s climate-related targets
are set out within its ESG goals on
page 30.
The Board has approved a goal
to more accurately measure
indirect emissions and set a
Scope 3 reduction target by
the end of FY23.
We intend to extend our
climate-related metrics beyond
GHG emissions. The additional
metrics will be aligned with our
strategy and risk management
goals and, as per the guidance
provided by the TCFD, will
be decision-useful, clear and
understandable, reliable,
verifiable and objective
and consistent over time.
Climate governance
The Group has put in place governance arrangements relating to climate-related risks and opportunities, which are
summarised below with reference to eight key principles
1
:
Principle Governance arrangements
Board structure
The Board has determined how
to effectively integrate climate
considerations into its structure
and committees.
The Board has collective responsibility for risk. Consistent with this, climate-related risks and
opportunities are considered by the Board as a whole, based on recommendations made
by the Audit Committee. Going forward it will be considered twice annually.
The Board does not consider it currently necessary to establish a dedicated sustainability
committee, given the size and composition of the Board (in which all Independent
Non-Executive Directors sit on all committees). This will remain under review.
The Board has appointed Susan Hooper as the lead Independent Non-Executive Director in
relation to oversight of ESG-related matters, including climate-related matters.
Command of the subject
The Board considers that it has
sufficient knowledge, skills,
experience and background
to ensure awareness and
understanding of climate-related
risks and opportunities.
Five of the Board members in place at 30 April 2022 have ESG skills and experience, including
relating to climate matters (refer to the Board skills matrix set out in the Nomination Committee
report on page 90).
Specialist advice relating to climate-related matters is obtained where appropriate. The
Executive Directors obtained external advice on the development of the Group’s ESG Strategy
in FY21 and on the implementation of TCFD framework disclosures in FY22. The Remuneration
Committee obtained independent remuneration advice prior to setting a climate-related
bonus measure and target for FY23.
Board accountability
to shareholders
The Board considers Directors’
duties to shareholders with respect
to the Company’s long-term
resilience to potential shifts in
the business landscape that
may result from climate change.
The Board receives periodic, scheduled updates from management on delivery against the
Group’s ESG strategy, including in relation to climate-related matters. This is the way that the
Board oversees progress against the Group’s goal for net zero goal operational emissions.
Climate impacts are routinely considered by the Board as part of deliberations relating to
major projects. For instance, in FY22, prior to approving investments in two new operational
facilities in Almere in the Netherlands and Tamworth in the UK, the Board specifically
appraised consistency with the Group’s goal for net zero operational emissions.
1 Eight key principles set out in “How to Set Up Effective Climate Governance on Corporate Boards”, World Economic Forum, January 2019.
Moonpig Group plc | Annual Report and Accounts 2022
36
Principle Governance arrangements
Strategic integration
The Board has ensured that climate
systemically informs strategic
planning and decision-making
and is embedded into risk
management across
the organisation.
The Group is progressively embedding climate-related risk into the “three lines of defence” of
its risk management framework.
Operationally, members of the Group Leadership Team are responsible for overseeing
delivery of the Group’s climate-related commitments. Climate-related matters are routinely
considered by the Group Leadership Team. Cross-functional working groups are in place,
delivering against all areas of our ESG strategy, including climate-related goals.
The Group established an ESG function during FY21 to supplement existing second-line
oversight provided by the Finance function.
Going forward, the internal audit planning process will consider a review of climate-related
procedures and controls. For FY22, the focus has instead been on obtaining advice on the
initial establishment of such procedures and controls.
Material risks and opportunities
The Board has structures in place
for reviewing the materiality
of climate-related risks and
opportunities on an ongoing basis.
The Group’s inaugural review of climate-related risks and opportunities was performed in
FY22, following the process set out on the following page. It has been approved by the Board
based on recommendation from the Audit Committee.
Going forwards, climate risk management will be embedded within the Group’s risk
management framework.
Remuneration
The Board has considered the
inclusion of climate-related
targets when setting executive
management remuneration.
In FY22, ESG-related measures were introduced into the annual bonus scheme for Executive
Directors and Group Leadership Team.
For FY23, one of these ESG bonus measures will be climate-related, requiring both: (a)
delivery against a quantified target for the reduction of Scope 1 and 2 emissions; and (b)
the implementation of processes for the measurement of indirect emissions, to allow a
quantified Scope 3 emissions target to be set in FY24.
Reporting and disclosure
The Board has ensured that
material climate-related
risks and opportunities are
disclosed in accordance with
regulatory requirements.
In FY21, the Group implemented reporting in accordance with SECR, covering Scope 1 and 2
emissions. In FY22, the Group has made its first disclosure against the TCFD framework.
Implementation of systems and process to enable the measurement of Scope 3 emissions
will be an area of management focus during FY23.
Exchange
The Board has maintained
appropriate exchanges and
dialogues with stakeholders.
The Executive Directors discuss sustainability and other ESG topics as part of their ongoing
programme of meetings with investors, fund managers and analysts.
The Group engages regularly with third-party organisations that monitor or score company
ESG performance on behalf of shareholders.
The Group’s carbon emissions reduction target was validated by the Science Based Target
initiative (“SBTi”) during FY21.
The Independent Non-Executive Director with responsibility for oversight of ESG matters is a
founding director of Chapter Zero, an organisation which promotes corporate awareness of
climate change.
Task Force on Climate-related Financial Disclosures (“TCFD”)
continued
Strategic report Corporate governance Financial statements
37
Climate risk management
In FY22, we established a working group to conduct the Group’s inaugural climate risk management process.
With support from a third-party specialist and with executive-level sponsorship, we carried out the following stages:
Stage 1
Risk and
opportunity
identification
Beginning with the TCFD framework and literature, the Group performed risk and opportunity identification.
This process identified approximately 30 relevant climate-related risks and opportunities.
Risk and opportunity types assessed included:
Transition risk: comprising the market, policy and legal, technology and reputation risks associated
with transitioning to a lower carbon economy.
Acute physical risks: that are event-driven, including increased severity of extreme weather events.
Chronic physical risks: arising from longer-term climate shifts that may cause sea-level rise or chronic
heat waves.
Stage 2
Risk and
opportunity
prioritisation
Based on workshops with Group management, nine key risks and opportunities were identified across three
key themes. Selection was based on the potential significance of the risk/opportunity and industry relevance.
Category Theme Risk or opportunity
Physical
risks
Acute and chronic
physical risks
Operational sites and distribution exposure to physical risks
Transition
risks
Price analysis and
regulatory changes
Carbon tax and pricing mechanisms in a Paris Aligned scenario
The path to
decarbonisation
Potential consumer preference changes in a Paris Aligned scenario
Future failure of suppliers to decarbonise in a Paris Aligned scenario
Transition
opportunities
Price analysis and
regulatory changes
Increased usage of renewable energy and on-site solar generation
The path to
decarbonisation
Decarbonisation of distribution
Lower carbon product portfolio, sustainable wood products
& packaging
Increased consumer demand for recycled content
Reforesting initiatives
Stage 3
Selection of
time horizon
For operational risks, the Group considers impact over three years, which aligns to the Group’s viability
statement period. However, climate risks and opportunities may crystallise over a longer time period,
therefore we have performed our assessment considering three time horizons:
Short term (0 3 years) - climate-related risks which are identified to occur during this time frame will
additionally be categorised as a principal risk, in line with our overall risk management process.
Medium term (4 10 years) - climate-related risks which are identified as having potential to occur
during this time frame are monitored and assessed.
Long term (10+ years) - the Group recognises that it must consider and address longer-terms risks as it
formulates business strategy.
Moonpig Group plc | Annual Report and Accounts 2022
38
Stage 4
Selection of climate
change scenarios.
We performed analysis of individual risks and opportunities using two climate scenarios:
Scenario 1 – “Paris Aligned”
1
: Under this transition scenario, there is sustained and coordinated collective
action, with emissions reductions meeting the required levels to keep global average temperature
increases to below 1.5°C by 2100. There is a lower likelihood of severe climate-change-related weather
events, but potential impact from the climate change policies implemented globally to align to the 1.5°C
warming pathway.
Scenario 2 – “Business as Usual”
2
: Under this scenario, there is inadequate action to limit greenhouse gas
emissions and modelling reflects a world where increasing concentrations of CO
2
puts global average
temperature increases on a trajectory towards 4°C by 2100. There is no further climate policy intervention,
but increased risk of physical impacts due to the increased severity and frequency of climate-change-
related weather events.
Stage 5
Risk and
opportunity
assessment.
For physical risks and for transition risks related to price analysis and regulatory changes the Group
performed a quantitative assessment of individual key risks under two scenarios, with support from
external advisers.
For physical risks, the Group considered acute physical risks (coastal inundation, extreme wind, extreme heat,
riverine and surface water flooding and forest fires) across its UK and Netherlands operations. The Group
also performed site-specific analysis on its Guernsey manufacturing site.
Potential physical impacts were assessed through two metrics, site damage (the potential impact of hazards
on site infrastructure) and business interruption (the potential revenue loss associated with hazards).
For transition risks related to price analysis and regulatory change, these were analysed using climate
scenario modelling to assess the potential financial impact in both the Paris Aligned and the Business as
Usual scenarios.
For transition risks related to the path to decarbonisation, and for climate opportunities, we have performed
a qualitative assessment of risk and impact, using available internal data and external literature.
Each risk has been classified as either High (>10% impact on Group Adjusted EBITDA), Medium (>5% <=10%
impact on Group Adjusted EBITDA) or Low (<=5% impact on Group Adjusted EBITDA) for each time horizon.
Decisions on how we mitigate, control or accept risks are made in accordance with the procedures in our
overall risk management framework as set out on pages 56 to 61.
Stage 6
Board approval.
The FY22 climate risk assessment has been approved by the Board based on recommendation from the
Audit Committee.
Stage 7
Future
operationalisation.
Going forward, climate risk management will be embedded within the Group’s risk management framework.
A climate risk register will be maintained by the Group Leadership Team, presented for review by the Audit
Committee twice annually and recommended to the Board for approval.
Metrics, targets, and transition planning
The Group’s current climate-related metrics and targets are Scope 1 and Scope 2 GHG emissions. For FY23, the Board has set
a goal for the Group to improve the accuracy with which indirect emissions can be measured and to set a Scope 3 reduction
target. During FY23, the Group intends to implement additional climate-related metrics, which we intend will be aligned
with strategy and risk management goals and (as per the guidance provided by the TCFD) will be decision-useful, clear
and understandable, reliable, verifiable and objective and consistent over time.
Whilst the Group has made a validated commitment to net zero operational emissions, it does not currently have a formal
transition plan in place. Considering that most of the GHG emissions generated in connection with the Group’s activities are
indirect, the Board considers that it will not be possible to implement a transition plan that is consistent with TCFD guidance
3
(in particular, the requirement that a transition plan should be “anchored in quantitative elements”) until the Group is in a
position to accurately measure and set targets for Scope 3 emissions.
1 The Representative Concentration Pathway RCP 2.6, a trajectory for greenhouse gas concentration adopted by the Intergovernmental Panel on Climate Change.
2 The Representative Concentration Pathway RCP 8.5, a trajectory for greenhouse gas concentration adopted by the Intergovernmental Panel on Climate Change.
3 “Guidance on Metrics, Targets, and Transition Plans, TCFD, October 2021.
Task Force on Climate-related Financial Disclosures (“TCFD”)
continued
Strategic report Corporate governance Financial statements
39
Climate strategy
Impact on the business, strategy and financial planning
The Group Leadership Team is responsible for overseeing operational delivery against the Group’s climate-related
commitments. Cross-functional working groups are in place, delivering against all areas of our ESG strategy (including
climate-related goals) with support from the Group’s dedicated ESG function.
Whilst the Group is not currently able to perform comprehensive, quantitative scenario analysis (which would require accurate
data on Scope 3 emissions), the Group has performed an assessment of the individual risks and opportunities which indicates
that the potential impact of all specific risks is low in the short and medium-term.
In the Paris Aligned scenario, there are climate-related risks that might have an impact in the long term, as follows: (R3)
the risk that consumer preferences might change in future in ways that could cause a reduction in demand for the Group’s
product offering; and (R4) the risk that a failure of the Group’s suppliers to decarbonise at sufficient speed might impact
the Group’s reputation with consumers. Our view on these risks is tentative, as they are based on unprovable hypotheses
relating to potential future changes in societal attitudes, in addition to factors that are under the Group’s control. The Group’s
development work relating to digital gifting solutions, including the acceleration of strategic progress in this area resulting
from the proposed acquisition of Buyagift, represents potential mitigation of these risks.
Overall, the Board’s view is that the resilience of the organisation’s strategy is high, taking into consideration the different
climate scenarios that we have selected and considered.
Primary climate-related opportunities
Opportunity Potential impact Next steps
Opportunity 1
Increased usage of
renewable energy;
on-site solar
generation
The cost of energy from traditional sources is
expected to rise due to the transition to a low
carbon economy, causing a relative fall in costs
for renewable energy. Shifting to 100% renewable
energy could enable the Group to take advantage
of cheaper power and lower its Scope 2 emissions.
From November 2021 all the Group’s UK and
Netherlands electricity supply was 100% renewable.
In FY23 we plan to open two new fulfilment sites.
The UK facility is rated as “BREEAM Excellent”. The
Netherlands facility is on a district heating system and
has been retrofitted to improve its environmental, social
and economic sustainability in line with best practice.
Opportunity 2
Decarbonisation of
distribution
The UK and EU are committing to reduce
emissions across forms of transport leading to
an increase in adoption of electric vehicles. This
may provide an opportunity for the Group to
decarbonise its distribution channels more easily.
The Group intends to continue to work with its delivery
partners, especially those that do not have publicly
available reduction targets and understand their
appetite for setting emissions reduction targets.
Opportunity 3
Lower carbon
product portfolio;
sustainable paper
packaging
Changes in consumer habits might provide
opportunities to capitalise on a growing
market for sustainable or zero-carbon gifting.
Recent action taken to ensure substantially all card,
envelopes and packaging are from sustainable sources
reduces the likelihood of deforestation in the supply
chain and associated emissions.
The Group plans to continue its existing work on the
development of its digital gifting proposition. Progress
in this area will be accelerated by the proposed
acquisition of Buyagift.
Opportunity 4
Increased consumer
demand for
recycled content
In the Paris Aligned scenario, greater demand for
circularity is expected. There may be opportunities
to take advantage of this trend by improving the
prominence of labelling and recycling instructions.
The Group plans to engage with suppliers to increase
the quality of labelling and recycling instruction on
products and investigate opportunities to increase the
level of recycled content in its products where possible.
Opportunity 5
Reforesting
initiatives
By meeting its reforesting goal (see page 30), the
Group can improve its reputation
amongst consumers.
These initiatives will also help provide positive
examples for future Taskforce on Nature-related
Financial Disclosure (“TNFD”) requirements.
We intend to raise the profile of our “Forest Positive” status
in consumer marketing at both Moonpig and Greetz.
TNFD aims to establish and promote integrating a risk
management and disclosure framework to promote
global consistency in nature-related reporting. The
Group intends to ensure they stay up to date with
TNFD announcements to align future actions with
disclosure requirements.
Moonpig Group plc | Annual Report and Accounts 2022
40
Primary climate-related risks
TCFD category Risk Potential impact Potential mitigation Post-mitigation impact assessment
Physical
(acute and
chronic)
Operational sites and
distribution exposure
to physical risks
An increase in the frequency and severity of extreme weather conditions could result in
damage and/or interruption to manufacturing and distribution facilities. Third-party
analysis suggests coastal inundation is likely the most significant hazard in both scenarios.
The highest levels of exposure relate to the Group’s Guernsey operations.
Levels of impact for the Group’s Dutch operations are low within the time horizons
considered by our assessment, owing to strong coastal defences in the Netherlands.
Coastal inundation is a risk for the UK mainland; however, the Group’s key in-house and
outsourced facilities are either located inland (Tamworth, Milton Keynes, Northampton)
or in locations not expected to be at risk of inundation prior to 2050 in a Business as Usual
scenario (Sleaford).
The Group has significant flexibility in its production network, which
would enable it to mitigate business interruptions by shifting production
to unaffected sites. The Group temporarily rerouted Guernsey volumes
to different sites during periods of 2020 and 2021 when lockdown
restrictions imposed by the States of Guernsey significantly limited
production capacity at the site.
The Group will consider coastal flood risk when considering future
changes to the Group’s operational network, making site-specific
assessments at the appropriate time.
Short
term
Medium
term
Long
term
1.5°C Low Low Low
4.0°C Low Low Low
Policy and
legal
Carbon tax and
pricing mechanisms
in a Paris Aligned
scenario
Carbon taxation is assumed to be the primary lever by which governments around the
globe will incentivise decarbonisation. Increases to carbon tariffs could lead to additional
operational costs, through direct carbon costs on Scope 1 and 2 emissions or indirectly
through increased input costs from suppliers (Scope 3).
Quantification of potential future liabilities for Scope 1 and 2 emissions show the financial
impact to the Group is not expected to be significant out to 2050 even if the Group fails to
meet decarbonisation goals (less than £2m EBITDA impact in a Business as Usual scenario).
The Group is in the process of implementing systems and procedures for measuring Scope 3
emissions to assess exposure.
Successful implementation of the Group’s Scope 1 and 2 emissions
reduction goals would mitigate any increase in direct carbon costs.
Implementation of systems and process to enable the measurement of
Scope 3 emissions is an area of management focus during FY23. Once
this is in place, the Group will be able to further influence the mitigation
of these emissions by engaging with suppliers to understand their
transition plans.
Short
term
Medium
term
Long
term
1.5°C Low Low Low
4.0°C N/A N/A N/A
Market
Potential future
consumer preference
changes in a Paris
Aligned scenario
Shifts in consumption habits are expected to be a prerequisite for the transition to a low-
carbon economy and limiting global warming to 1.5°C. In the Paris Aligned scenario, there
is a possibility that consumer preferences might change in future in ways that could reduce
demand for the Group’s product offering.
Given that pulpwood is a very small proportion of the Group’s value chain, this would
require continued high carbon emissions in other services consumed by the Group, for
instance postal services. Should transition not be achieved in the relevant industry sectors,
then there may be an impact over the long term.
By meeting its decarbonisation goals, the Group should lower the
emissions intensity of its product offering.
The Group intends to continue its existing work on the development of
its digital gifting proposition. Progress in this area will be accelerated by
the proposed acquisition of Buyagift.
Short
term
Medium
term
Long
term
1.5°C Low Low Medium
4.0°C N/A N/A N/A
Technology
Future failure
of suppliers to
decarbonise in
a Paris Aligned
scenario
A future failure of the Group’s suppliers to decarbonise at sufficient speed and scale could
impact the Group’s reputation with consumers leading to a fall in demand in the long term.
Decarbonising the Group’s product offering in a 1.5°C scenario will be dependent on efforts
by third-party suppliers. The Group is not yet able to map Scope 3 emissions by supplier.
Note that paper products are only a small proportion of the Group’s value chain, hence
our expectation is that the primary sources of indirect emissions will lie elsewhere.
Discuss decarbonisation plans with key suppliers, to understand the
emissions trajectory and plans for technology implementation.
Short
term
Medium
term
Long
term
1.5°C Low Low Medium
4.0°C N/A N/A N/A
Note: Red, Amber, Green (“RAG”) ratings are based on financial impact, with each risk classified as either High (>10% impact on Group Adjusted EBITDA), Medium (>5%
<=10% impact on Group Adjusted EBITDA) or Low (<=5% impact on Group Adjusted EBITDA) within each time horizon.
Task Force on Climate-related Financial Disclosures (“TCFD”)
continued
Strategic report Corporate governance Financial statements
41
Primary climate-related risks
TCFD category Risk Potential impact Potential mitigation Post-mitigation impact assessment
Physical
(acute and
chronic)
Operational sites and
distribution exposure
to physical risks
An increase in the frequency and severity of extreme weather conditions could result in
damage and/or interruption to manufacturing and distribution facilities. Third-party
analysis suggests coastal inundation is likely the most significant hazard in both scenarios.
The highest levels of exposure relate to the Group’s Guernsey operations.
Levels of impact for the Group’s Dutch operations are low within the time horizons
considered by our assessment, owing to strong coastal defences in the Netherlands.
Coastal inundation is a risk for the UK mainland; however, the Group’s key in-house and
outsourced facilities are either located inland (Tamworth, Milton Keynes, Northampton)
or in locations not expected to be at risk of inundation prior to 2050 in a Business as Usual
scenario (Sleaford).
The Group has significant flexibility in its production network, which
would enable it to mitigate business interruptions by shifting production
to unaffected sites. The Group temporarily rerouted Guernsey volumes
to different sites during periods of 2020 and 2021 when lockdown
restrictions imposed by the States of Guernsey significantly limited
production capacity at the site.
The Group will consider coastal flood risk when considering future
changes to the Group’s operational network, making site-specific
assessments at the appropriate time.
Short
term
Medium
term
Long
term
1.5°C Low Low Low
4.0°C Low Low Low
Policy and
legal
Carbon tax and
pricing mechanisms
in a Paris Aligned
scenario
Carbon taxation is assumed to be the primary lever by which governments around the
globe will incentivise decarbonisation. Increases to carbon tariffs could lead to additional
operational costs, through direct carbon costs on Scope 1 and 2 emissions or indirectly
through increased input costs from suppliers (Scope 3).
Quantification of potential future liabilities for Scope 1 and 2 emissions show the financial
impact to the Group is not expected to be significant out to 2050 even if the Group fails to
meet decarbonisation goals (less than £2m EBITDA impact in a Business as Usual scenario).
The Group is in the process of implementing systems and procedures for measuring Scope 3
emissions to assess exposure.
Successful implementation of the Group’s Scope 1 and 2 emissions
reduction goals would mitigate any increase in direct carbon costs.
Implementation of systems and process to enable the measurement of
Scope 3 emissions is an area of management focus during FY23. Once
this is in place, the Group will be able to further influence the mitigation
of these emissions by engaging with suppliers to understand their
transition plans.
Short
term
Medium
term
Long
term
1.5°C Low Low Low
4.0°C N/A N/A N/A
Market
Potential future
consumer preference
changes in a Paris
Aligned scenario
Shifts in consumption habits are expected to be a prerequisite for the transition to a low-
carbon economy and limiting global warming to 1.5°C. In the Paris Aligned scenario, there
is a possibility that consumer preferences might change in future in ways that could reduce
demand for the Group’s product offering.
Given that pulpwood is a very small proportion of the Group’s value chain, this would
require continued high carbon emissions in other services consumed by the Group, for
instance postal services. Should transition not be achieved in the relevant industry sectors,
then there may be an impact over the long term.
By meeting its decarbonisation goals, the Group should lower the
emissions intensity of its product offering.
The Group intends to continue its existing work on the development of
its digital gifting proposition. Progress in this area will be accelerated by
the proposed acquisition of Buyagift.
Short
term
Medium
term
Long
term
1.5°C Low Low Medium
4.0°C N/A N/A N/A
Technology
Future failure
of suppliers to
decarbonise in
a Paris Aligned
scenario
A future failure of the Group’s suppliers to decarbonise at sufficient speed and scale could
impact the Group’s reputation with consumers leading to a fall in demand in the long term.
Decarbonising the Group’s product offering in a 1.5°C scenario will be dependent on efforts
by third-party suppliers. The Group is not yet able to map Scope 3 emissions by supplier.
Note that paper products are only a small proportion of the Group’s value chain, hence
our expectation is that the primary sources of indirect emissions will lie elsewhere.
Discuss decarbonisation plans with key suppliers, to understand the
emissions trajectory and plans for technology implementation.
Short
term
Medium
term
Long
term
1.5°C Low Low Medium
4.0°C N/A N/A N/A
Note: Red, Amber, Green (“RAG”) ratings are based on financial impact, with each risk classified as either High (>10% impact on Group Adjusted EBITDA), Medium (>5%
<=10% impact on Group Adjusted EBITDA) or Low (<=5% impact on Group Adjusted EBITDA) within each time horizon.
Moonpig Group plc | Annual Report and Accounts 2022
42
Environmental, social and governance continued
Our people
Our people strategy is focused
on promoting high performance,
high engagement and high
levels of inclusion.
Training and development
The Group’s people are critical to the delivery of its
strategy. We invest in both formal and informal delivery
of learning and development, and recorded 890 hours
of formal learning in FY22.
Reward and pay
We pay all employees in the UK and Guernsey at or
above both the legal minimum wage (National Living
Wage) and the Real Living Wage as defined by the
Living Wage Foundation
1
. In the Netherlands we pay
at or above the legal minimum wage (Minimumloon).
There is a Works Council in place at Greetz.
1 Guernsey employees are paid in line with the UK Real Living Wage
as defined by the Living Wage Foundation for “rates outside London”.
Strategic report Corporate governance Financial statements
43
Gender and ethnicity data - leadership
As at 30 April 2022 Male Female Total
%
Female
Non-
minority
ethnic
5
Minority
ethnic
5
Total
%
Minority
ethnic
5
Non-
ethnic
minority
male
5
Women
& ethnic
minority
5
Total
5
%
Women
& ethnic
minority
5
Board
1
5 2 7 29% 6 1 7 14% 4 3 7 43%
Group Leadership
2
5 2 7 29% 5 2 7 29% 4 3 7 43%
Extended Leadership
3
14 11 25 44% 21 4 25 16% 11 14 25 56%
Combined Leadership Team
4
21 13 34 38% 27 7 34 21% 16 18 34 53%
As at 30 April 2021
Board
1
5 2 7 29% 6 1 7 14% 4 3 7 43%
Group Leadership
2
5 2 7 29% 5 2 7 29% 4 3 7 43%
Extended Leadership
3
19 10 29 34% 24 5 29 17% 16 13 29 45%
Combined Leadership Team
4
26 12 38 32% 30 8 38 21% 21 17 38 45%
Gender representation – whole business
As at 30 April 2022 As at 30 April 2021
Male Female Total
%
Female Male Female Total
%
Female
Board 5 2 7 29% 5 2 7 29%
Group Leadership
2
5 2 7 29% 5 2 7 29%
Extended Leadership
3
14 11 25 44% 19 10 29 34%
Total Group 237 243 480 51% 208 211 419 50%
1 Includes Executive Directors. All Board members have British nationality.
2 Comprises the GLT excluding Executive Directors.
3 Comprises direct reports to the Group Leadership Team who are also members of the Extended Leadership Team.
4 Comprises the Group Leadership, Extended Leadership and the Executive Directors.
5 Ethnicity is special category data under Data Protection legislation and is therefore not collected and held for all employees. Data has been collected on the basis
of explicit consent for the purposes of monitoring racial and ethnic diversity at senior levels. In any instance where a relevant employee has not consented to the
collection of data, they are counted in the denominator but not the numerator for the percentage representation KPIs.
Gender pay
The UK Government requires all legal entities
with 250 or more employees to annually disclose
their gender pay gap. The gender pay gap is not
the same thing as equal pay. Equal pay relates
to men and women performing the same job but
being paid differently, whereas the gender pay
gap looks across all jobs at all levels within an
organisation. Companies are required to disclose
the median gender pay gap, and the mean
gender pay gap, based on an annual “snapshot”
of the employee population on 5 April.
Moonpig Group plc | Annual Report and Accounts 2022
44
This is the Group’s inaugural gender pay gap disclosure. We are pleased that the gender pay gap has narrowed year-on-year,
on all measures, both for Moonpig.com Limited and for Moonpig Group as a whole. This reflects the work that we have done to
recruit new female talent into the Extended Leadership Team, together with continued progress in raising female representation
in technology roles.
The gender pay gap at 30 April 2022 is largely due to relative under-representation of women in our technology function
(which reflects the wider societal challenge of female under-representation in technical roles), together with the current
gender composition of the Group Leadership Team.
Our long-term aim is to close the Group’s gender pay gap, through systemic action to balance gender representation across our
business, as set out in ESG Goal 4 (leadership representation of women) and Goal 7 (female new hires into technology roles),
however the impacts of these actions will take time to be fully realised.
Substantially all Moonpig Group employees participate in an annual bonus scheme, with payments made in July. The figures for
the proportion of employees receiving a bonus (including the differences between male and female employees) simply reflect
the fact that as at the snapshot date, employees hired during FY22 had not yet had their first annual bonus payment opportunity.
This is especially the case during a period when the Group has expanded its number of employees.
Proportion of male and female employees across the Group on 5 April:
April 2022 April 2021 YoY
Female Male Female Male Female Male
Moonpig Group 50.1% 49.9% 48.3% 51.7% 1.8% -1.8%
Moonpig.com Limited 47.8% 52.2% 45.9% 54.1% 1.9% -1.9%
Difference in average pay for male and female employees, calculated in line with gender pay gap legislation:
April 2022 April 2021 YoY
Mean Median Mean Median Mean Median
Moonpig Group Hourly rate 29.7% 32.4% 35.2% 43.8% -5.5% -11.4%
Bonus rate 45.8% 46.1% 53.5% 59.5% -7.7% -13.4%
Moonpig.com Limited
Hourly rate 26.9% 30.6% 2 7. 5% 44.6% -0.6% -14.0%
Bonus rate 44.8% 45.8% 51.4% 52.4% -6.6% -6.6%
Proportion of male and female employees receiving a bonus:
April 2022 April 2021 YoY
Female Male Female Male Female Male
Moonpig Group 63.5% 63.8% 62.4% 75.5% 1.1% -11.7%
Moonpig.com Limited 58.2% 57.1% 86.8% 88.0% -28.6% -30.9%
The proportion of women and men in each payroll quartile:
2022 2021
Upper
quartile
Upper
middle
quartile
Lower
middle
quartile
Lower
quartile
Upper
quartile
Upper
middle
quartile
Lower
middle
quartile
Lower
quartile
Moonpig Group Female 30.2% 48.3% 56.9% 65.0% 22.8% 52.5% 66.7% 64.7%
Male 69.8% 51.7% 43.1% 35.0% 7 7. 2 % 47.5% 33.3% 35.3%
Moonpig.com Limited Female 2 7.4% 37.8% 51.4% 74.3% 21.1% 31.0% 51.7% 79.3%
Male 72.6% 62.2% 48.6% 25.7% 78.9% 69.0% 48.3% 20.7%
Environmental, social and governance continued
Our people continued
Strategic report Corporate governance Financial statements
45
Corporate citizenship and philanthropy
Through the Moonpig Group Foundation, we support initiatives that create connections and spark moments of joy in our
communities. We have several mechanisms in place to facilitate employee engagement and involvement with our charitable
partners. Through the Moonpig Group Foundation our employees have access to matched funding and payroll giving to increase
the value of their donations.
We encourage our highly skilled and motivated workforce to volunteer for causes, allowing paid time off for our employees
to do so.
The Moonpig Group Foundation is an account within the CAF, a donor-advised fund and Registered Charity (Number
268369). Governance of the charity itself is provided by the trustees of the CAF. Giving requests to the Moonpig Group
Foundation are managed internally by a committee that is chaired by the CEO.
Alcohol sales
We are aware that some investors require visibility of exposure to alcohol sales. The proportion of revenue generated from
alcohol products during FY22 was 6.5% (FY21: 6.7%). We expect this percentage to be lower in future years, reflecting the
proposed acquisition of Buyagift as well as the ongoing broadening of the Group’s gifting range.
Inspiring young women to
join the technology sector
We have partnered with Stemettes, a registered
charity that works to encourage young women
and non-binary individuals in the early stages of
their careers in technology. At regular interactive
workshops, held in our London office, participants
learn to code and female Moonpig leaders take
participants through technical challenges based
on real-life business scenarios to encourage critical
thinking. We also provide access to female mentors
from our business.
Kick starting careers in tech
through apprenticeships
During FY22 we launched an apprenticeship
scheme focused on people wanting to change
careers into technology roles. Moonpig
apprentices get hands-on experience and
training to develop their coding skills and
secure a career in technology. We ensure that
a wide range of candidates can participate.
Apprenticeships benefit the community, are
a source of new technology talent for our
growing business and we intend to expand
the programme in future periods.
We support local community groups, the
technology sector and customers.
Our communities
Moonpig Group plc | Annual Report and Accounts 2022
46
47.7
5.0
42.7
41.7
6.4
35.4
46.1
5.9
40.2
2020
2020
2020
2020
2020
2020
2021
2021
2021
2021
2021
2021
2022
2022
2022
2022
2022
2022
24.3
78.5
7.1
53.0
50.9
75.0
7.2
50.5
39.8
86.5
7.7
49.3
304.3
234.7
69.7
368.2
281.7
86.4
173.1
126.5
46.6
Moonpig
Greetz
Standalone
gifting
Attached
gifting
The Group uses a range of financial and non-financial KPIs to
measure strategic performance.
Key performance indicators
86.5%
39.8m
47.7%
£
7.7
49.3
%
£
304.3m
Existing customer share of revenue was 86.5%,
higher than run-rate due to successful retention
of customers acquired during FY21, when new
customer numbers were particularly high.
Existing customer share has historically
remained relatively consistent at around four
customers in every five. The temporary reduction
in FY21 was a consequence of the very large
cohort of new customers acquired during
that year.
Total orders increased by 63.6% on a two-year
basis to 39.8m in FY22. This was driven by an
uplift in the number of newly acquired customers
and by increased rates of customer purchase
frequency. The year-on-year reduction of
21.9% reflects emergence from lockdown.
Gifting revenue mix increased to 47.7% of total
revenue, reflecting ongoing work to broaden
the merchandise range, optimise digital user
experience and better leverage data and
algorithms to produce more personalised
gifting recommendations.
This is an established multi-year trend
reflecting successful execution against the
Group’s strategy to become the ultimate
gifting companion.
Average order value increased by 7.4% on
a two-year basis to £7.7, driven by growth in
attached gifting, offset in part by promotional
activity to drive customer behaviours that
align with higher retention and frequency
(e.g. reminder setting, app downloads).
At Moonpig, we expect this activity to continue
but not increase in FY23. In the Netherlands,
we expect to commence a similar programme
to incentivise customer transition to the app,
following completion of the migration of
Greetz to the Group’s technology platform.
Group gross margin rate decreased from 50.5%
in FY21 to 49.3% in FY22. This was driven by
the Moonpig segment and reflects growth in
attached gifting mix at below-average gross
margin rate. This was offset by an improvement
in gross margin rate in Greetz as a consequence
of a shift in strategic focus to prioritise growth
in cards, improved promotional discipline and
operational efficiency.
Gross margin rate is likely to continue to trend
down as the Group delivers on its strategy
to drive gift attachment. Growth in attached
gifting sales drives incremental absolute gross
profit with nil marketing costs and does not
dilute the Group’s Adjusted EBITDA margin rate.
Group revenue increased by 75.8% on a two-
year basis to £304.3m. The higher rate of growth
at Moonpig (85.5%) compared to Greetz
(49.5%) reflects the benefits from our technology
and data platform. We expect to migrate Greetz
to this platform by end of calendar year 2022.
The 17.3% year-on-year reduction in Group
revenue reflects lower orders as customer
behaviour has normalised in stages during
FY22, offset in part by higher AOV.
Existing customer mix
(% Total revenue)
Total orders
(m)
Gifting revenue mix
(% Total revenue)
Average order value (“AOV”)
(£)
Gross margin rate
(% Total revenue)
Revenue
(£m)
Strategic report Corporate governance Financial statements
47
2020
2020
2020
2020
2020
2020
2021
2021
2021
2021
2021
2021
2022
2022
2022
2022
2022
2022
N/A
114.9
25.6
0.64x
105.5
25.0
6.1
1.25x
79.6
24.6
9.3
1.12x
74.9
59.1
15.8
92.1
78.3
13.9
44.4
39.9
4.5
Moonpig
Greetz
9.7
1.4
8.3
10.8
3.1
7.7
7.7
1.2
6.4
Tangible
Intangible
exc. RoU
79.6%
£
74.9m
£
9.7m
24.6%
1.12x
9.3p
Operating cash conversion decreased year-on-
year to 79.6%. The FY22 percentage is atypically
low as it reflects the unwind of the large trade
payables balance as at 30 April 2021 that
resulted from elevated trading volumes in
lockdown and high marketing spend in
the final months of FY21. Trade payables
decreased by £10.8m and this impacted
operating cash conversion by 14.2% pts.
Adjusted EBITDA is profit before tax, interest,
depreciation, amortisation, Legacy Incentive
costs, M&A transaction costs, charges or
credits relating to the Greetz pension provision
and associated indemnity asset, Initial Public
Offering (“IPO”) related transaction costs and
restructuring and other costs. Refer to the
comments on Alternative Performance
Measures in the Chief Financial Officer’s
Review on pages 51 to 52.
Adjusted EBITDA increased by 68.6% on a
two-year basis to £74.9m, but reduced year-on-
year. The year-on-year reduction in Adjusted
EBITDA reflects annualisation against significant
free organic customer acquisition in the early
months of FY21 and the gradual normalisation
of customer purchase frequency during FY22.
Capital expenditure comprises the recognition
of acquired tangible fixed assets and internally
generated intangible assets. It excludes
right-of-use assets recognised in accordance
with IFRS16.
Capital expenditure decreased by 9.9% to
£9.7m. We expect capital expenditure to
increase in FY23 as a result of investment in the
fit-out of a new production site in mainland UK,
together with continued growth in investment
in the Group’s software engineering teams.
Group Adjusted EBITDA margin rate was 24.6%.
Our business model means that Adjusted
EBITDA is relatively controllable and we intend
to continue to invest where we see opportunities
to drive long-term growth.
Moonpig Adjusted EBITDA margin rate
decreased by 2.6% to 25.2%, reflecting the
operational leverage impact from lower revenue
together with intentional investment in the
Group’s technology platform, in the Group’s
operations network and in promotional activity
to drive app downloads and reminder setting.
Greetz’s Adjusted EBITDA margin increased to
22.7% (FY21: 16.0%), reflecting delivery of our
card-first strategy. We expect Greetz’s Adjusted
EBITDA margin to soften in FY23 as we focus on
incentivising customers to transition to the new
app following the migration of Greetz onto the
Group technology platform.
Actual net debt to Adjusted EBITDA at April
2022 was 1.12x. It remained significantly below
the 2.0x net leverage commitment made at IPO
notwithstanding the year-on-year reduction in
Adjusted EBITDA. This reflects the Group’s strong
trading performance and cash flow generation.
The ratio of net debt to Adjusted EBITDA
at April 2020 relates to a predecessor
ownership structure.
Basic earnings per share increased by 52.5%
year-on-year to 9.3p in FY22, reflecting the
non-recurrence of costs associated with the
IPO in FY21.
This key performance indicator is not available
on a comparable basis for FY20 and prior
periods as these pre-dated the incorporation
of the Company on 23 December 2020 and its
acquisition of the Group as part of the pre-IPO
reorganisation on 1 February 2021.
Operating cash conversion
(%)
Adjusted EBITDA
(£m)
Capital expenditure
(£m)
Adjusted EBITDA margin
(% Total revenue)
Net debt to Adjusted EBITDA
(Ratio)
Basic earnings per share
(p)
Note: In addition to the above, specific environmental and employee KPIs are set out in the ESG section on pages 28 to 45.
Moonpig Group plc | Annual Report and Accounts 2022
48
Chief Financial Officer’s review
“We have delivered a strong set of financial
results and remain confident in the outlook
for trading in the year ahead.
Overview
The Group delivered strong trading performance during
FY22, confirming the transformation in scale of our business
across the last two years. Retention rates for cohorts of
customers that were acquired during lockdown are in line
with those historically observed for previous cohorts; we
continue to acquire new customers at a higher monthly run
rate than before the lockdown; and a higher proportion of
our customers attached a gift to their card orders than in
any previous year.
Our proprietary data platform, which has been designed
to drive a virtuous cycle of strong customer retention and
lifetime value, has enabled us to increase our share of the
online single greeting cards market in the UK from 60% in
2019 to 68% in calendar year 2021, and in the Netherlands
from 65% in 2019 to 67% in 2021
1
. We are the clear online
leader in both of our core markets, and the distance
between the Group and our nearest competitors has
continued to widen.
1 Source: OC&C, June 2022. Data for 2019 has been updated for additional public disclosure by competitors since the OC&C report produced in December 2020 in
connection with Admission. UK Other Specialists include Card Factory, Thortful, TouchNote, Clintons, Paperchase, Hallmark, Boomf and Papier. Chart excludes non-card
specialists which accounted for £28m of the £239m total online segment in 2020. For the Netherlands, the market share of the three largest online specialist greeting cards
operators (c. 65% of the total online cards market).
We have invested to further strengthen our data-driven
competitive advantages, for instance increasing the
proportion of orders placed on the app, accelerating the
setting of customer reminders and continuing to improve our
algorithms and online user experience. Alongside this, we
have materially expanded our range and service offering
and invested in marketing to underpin awareness for both
of our leading brands.
We remain confident in the outlook for the year ahead, as the
loyalty of the Group’s customer relationships drives recurring
revenue from each annual customer cohort and greeting
cards have historically demonstrated very high resilience to
economic recession. We expect gifting in general to be more
resilient than consumers spending on themselves, and in
the current economic environment we will ensure our range
continues to reflect changing consumer needs. Our relatively
low price points, and exposure to special occasion purchase
patterns supporting this durability.
Strategic report Corporate governance Financial statements
49
Financial performance
Year ended
30 April 2022
Year ended
30 April 2021
Year ended
30 April 2020
FY22
Year-on-year %
FY22
Two-year growth %
3
Revenue £m 304.3 368.2 173.1 ( 17.3 %) 75.8%
Gross profit £m 150.1 186.0 91.7 (19.3%) 63.7%
Gross margin % 49.3% 50.5% 53.0% (1.2%pts) (3.6%pts)
Adjusted EBITDA £m
1
74.9 92.1 44.4 (18.7%) 68.6%
Adjusted EBITDA margin %
1
24.6% 25.0% 25.6% (0.4%pts) (1.0%pts)
Reported profit before tax £m 40.0 32.9 31.8 21.6% 25.8%
Adjusted profit before tax £m
1
51.5 74.6 33.2 (3 0.9%) 55.2%
Earnings per share basic (pence)
2
9.3p 6.1p n/a 52.5% n/a
Earnings per share diluted (pence)
2
9.1p 6.0p n/a 51.6% n/a
1 Before adjusting items of £11.6m in FY22 and £41.7m in FY21. See definition of Alternative Performance Measures on pages 51 and 52.
2 Earnings per share not disclosed for periods arising prior to the Group’s formation as a result of the pre-IPO reorganisation in February 2021.
3 Two-year growth rates have been included to contextualise the short-term effect of Covid-19 upon trading.
The Group delivered revenue of £304.3m in FY22, representing growth of 75.8% compared to FY20. This step-change in scale
across two years has been driven by an uplift in the size of the Group’s customer base, an increase in the average number of
orders per customer, and growth in the proportion of orders with an attached gift. Revenue decreased by 17.3% year-on-year,
reflecting annualisation against periods of severe lockdown restrictions during FY21, but was ahead of our expectations at the
beginning of the financial year.
The two-year reduction in gross margin rate of 3.6%pts primarily reflects the implementation from FY21 onwards of
discretionary promotional activity within the Moonpig segment to drive app downloads and reminder setting. Promotional
activity has low efficacy for driving incremental orders because of existing high purchase intent for greeting card orders,
however it is a lever for driving changes in customer behaviour.
The year-on-year reduction in gross margin rate reflects the category mix impact of higher gifting sales, driven by the
continued successful execution of our strategy of cross-selling gifts during the greeting card purchase journey. Although
attached gifting sales are at a lower-than-average gross margin rate, they are in general not dilutive to Adjusted EBITDA
margin rate as there is negligible incremental marketing cost.
Gross margin rate has not been materially impacted by cost inflation, either for greeting cards or gifts. There has been an
increase in shipping costs, however this has been mitigated (as in previous years) by the announcement of higher stamp
prices by the UK regulated postal service, which has been passed on to customers.
Adjusted EBITDA was £74.9m (FY21: £92.1m), with an Adjusted EBITDA margin rate of 24.6%. Reported profit before tax was
£40.0m (FY21: £32.9m) with the year-on-year increase driven by non-recurrence of both IPO related transaction costs and a
one-off share based payment charge that arose in December 2020 prior to Admission in connection with the reorganisation
of the share option scheme operated by the Group’s predecessor parent undertaking.
Orders and Average Order Value (“AOV”)
Year ended
30 April 2022
Year ended
30 April 2021
Year ended
30 April 2020
FY22
Year-on-year %
FY22
Two-year growth %
Orders (m) 39.8 50.9 24.3 (21.9%) 63.6%
AOV £ per order £7.7 £ 7. 2 £7.1 5.9% 7.4%
Group revenue £m 304.3 368.2 173.1 ( 17.3 %) 75.8%
The Group delivered 39.8m total orders in the year to 30 April 2022, which was 63.6% higher than in the year to 30 April 2020
and down by 21.9% versus prior year.
Average order value increased by 5.9% year-on-year, driven by continued growth in attached gifting. The two-year growth
rate of 7.4% is impacted by the implementation from FY21 onwards of promotional incentives to accelerate the delivery of
strategic objectives including the migration of Moonpig customers from web to app and customer reminder setting; this
activity continued in FY22, annualising part-way through the year.
Moonpig Group plc | Annual Report and Accounts 2022
50
Gifting mix of revenue %
Year ended
30 April 2022
Year ended
30 April 2021
Year ended
30 April 2020
FY22
Year-on-year %
FY22
Two-year growth %
Attached gifting % of total revenue 42.7% 40.2% 35.4% 2.5%pts 7.3%p t s
Standalone gifting % of total revenue 5.0% 5.9% 6.4% (0.9%pts) (1.3%pts)
Total gifting % of total revenue 47.7% 46.1% 41.7% 1.6%pts 6.0%pts
Total gifting mix of revenue has increased from 41.7% in FY20, to 46.1% in FY21 and 47.7% in FY22. This established
multi-year progression reflects successful execution against the Group’s strategy to grow attached gifting. It has been
driven by the ongoing evolution of our recommendation algorithms, by enhancements to on-site search and navigation
that increase the opportunities for attaching a gift across the customer journey and by the continued improvement of our
gifting merchandise range.
Revenue
Year ended
30 April 2022
Year ended
30 April 2021
Year ended
30 April 2020
FY22
Year-on-year %
FY22
Two-year growth %
Moonpig £m 234.7 281.7 126.5 (16.7%) 85.5%
Greetz £m 69.7 86.4 46.6 (19.4%) 49.5%
Group revenue £m 304.3 368.2 173.1 ( 17.3 %) 75.8%
Group revenue increased by 75.8% on a two-year basis, with the two-year growth rate at Moonpig of 85.5% higher than that
at Greetz of 49.5% reflecting the significant investment in the Moonpig technology platform across the last four years. Greetz
will be migrated to this technology platform by the end of calendar year 2022. The year-on-year decrease in Group revenue
of 17.3% reflects annualisation against periods of severe lockdown restrictions in both the UK and the Netherlands.
Gross margin rate %
Year ended
30 April 2022
Year ended
30 April 2021
Year ended
30 April 2020
FY22
Year-on-year %
FY22
Two-year growth %
Moonpig 49.5% 51.9% 56.3% (2.4%pts) (6.8%pts)
Greetz 48.9% 46.2% 43.9% 2.7%pts 5.0%pts
Group gross margin rate % 49.3% 50.5% 53.0% (1.2%pts) (3.6%pts)
The two-year reduction in the Moonpig segment’s gross margin rate of 6.8%pts reflects the implementation from FY21 onwards
of discretionary and controllable promotional activity within the Moonpig segment to drive app downloads and reminder
setting. Price promotions have low efficacy for driving incremental orders because of existing high purchase intent for greeting
card orders, however they are a lever for driving changes in customer behaviour. The one-year reduction reflects the mix
impact from higher sales of attached gifting.
At Greetz, gross margin rate has strengthened on both a one-year basis (2.7%pts) and a two-year basis (5.0%pts), converging
towards the gross margin rate of Moonpig. This reflects the ongoing alignment of Greetz towards the Group’s card-first
strategy together with delivery of operational efficiencies.
At both Moonpig and Greetz, gross margin rate has not been materially impacted by cost inflation.
Adjusted EBITDA margin %
Year ended
30 April 2022
Year ended
30 April 2021
Year ended
30 April 2020
FY22
Year-on-year %
FY22
Two-year growth %
Moonpig 25.2% 27.8% 31.5% (2.6%pts) (6.4%pts)
Greetz 22.7% 16.0% 9.6% 6.7%pts 13.1%pts
Group 24.6% 25.0% 25.6% (0.4%pts) (1.0%pts)
Since Admission, the Group has operated to a medium-term target for Adjusted EBITDA margin rate
1
of approximately 24%
to 25%. Operating leverage is an inherent characteristic of the Group’s business model; however, management’s view is that
the Adjusted EBITDA margin rate upside that would otherwise arise as the business increases in scale should be reinvested to
underpin future revenue growth. The Group’s overall margins remain resilient, and the Group’s FY22 Adjusted EBITDA margin
rate of 24.6% was consistent with the medium-term target range. Going forward, this medium-term target range has been
raised to between approximately 25% and 26% in view of the proposed acquisition of Buyagift.
Chief Financial Officer’s review continued
1 See definition of Alternative Performance Measures on next page.
Strategic report Corporate governance Financial statements
51
At the Moonpig segment, Adjusted EBITDA margin rate decreased to 25.2% (FY21: 27.8%), reflecting the operational leverage
impact from lower revenue together with intentional investment in the Group’s technology platform, in the Group’s operations,
network and in promotional activity to drive app downloads and reminder setting.
At Greetz, Adjusted EBITDA margin rate increased to 22.7% (FY21: 16.0%) continuing the trend of increasing profitability.
Greetz had a 15-year track record of negligible operating profit prior to its acquisition in August 2018, since which it has been
transformed through the application of the Group’s card-first strategy and operational playbook. Further opportunities for
improvement in revenue growth and profitability will become available following migration onto the Group’s technology
platform, which remains on-schedule for completion by the end of calendar year 2022.
Operating leverage means that the phasing of Adjusted EBITDA margin rate within each year is impacted by revenue levels. In
FY22, EBITDA margin rate was relatively consistent between the two halves of the year, in particular reflecting the temporary
uplift in revenue during the first half of the year because of elevated customer purchase frequency during emergence from
lockdown. Under the normalised trading conditions anticipated for FY23, we expect a return to the typical seasonality of Adjusted
EBITDA margin rate, which will be weighted towards the second half of the year due to the timing of our peak trading periods.
Alternative Performance Measures
The Group has identified certain Alternative Performance Measures (“APMs”) that it believes provide additional useful
information on the performance of the Group. These APMs are not defined within IFRS and are not considered to be a
substitute for, or superior to, IFRS measures. These APMs may not be necessarily comparable to similarly titled measures
used by other companies.
Directors and management use these APMs alongside IFRS measures when budgeting and planning, and when reviewing
business performance. Executive management bonus targets include an Adjusted EBITDA measure and long-term incentive
plans include an Adjusted Basic Earnings Per Share (“EPS”) measure.
£m
IFRS
measures
FY22
£m
Adjusted
measures
FY22
£m
IFRS
measures
FY21
£m
Adjusted
measures
FY21
£m
IFRS
measures
FY20
£m
Adjusted
measures
FY20
£m
Pre-IPO share-based payment charges ( 7.0) (27.1)
Pre-IPO bonus awards (3.6) (4.3)
M&A-related transaction costs (0.9)
Remeasurement of Greetz pension indemnity (1.8) 2.3
Greetz pension provision 2.1 (2.8)
IPO-related transaction costs (10.6)
Other (0.9)
Total Adjusting Items (11.6) (41.7) (1.4)
Revenue 304.3 304.3 368.2 368.2 173.1 173.1
PAT 31.4 41.7 20.8 61.3 30.7 32.1
Taxation (8.5) (9.9) (12.1) (13.3) (1.1) (1.1)
PBT 40.0 51.5 32.9 74.6 31.8 33.2
PBT margin 13.1% 16.9% 8.9% 21.8% 19.1% 19.9%
Net interest 9.0 9.0 5.8 5.8 1.3 1.3
EBIT 48.9 60.5 38.7 80.4 33.1 34.5
EBIT margin 16.1% 19.9% 10.5% 21.8% 19.1% 19.9%
Depreciation and amortisation 14.4 14.4 11.7 11.7 10.4 10.4
EBITDA 63.3 74.9 50.4 92.1 43.5 44.4
EBITDA margin 20.8% 24.6% 13.7% 25.0% 25.1% 25.6%
Adjustment has been made for the one-off compensation arrangements granted prior to IPO and described in the Prospectus
as the Legacy Items and the All-Employee IPO Awards (together “Legacy Incentives”). These Legacy Incentives comprise
a combination of cash and share-based payments and those that have not yet vested and will vest across each of the
subsequent financial years ending 30 April 2023 and 2024. The combined cost of these arrangements was £10.6m in FY22,
and the expected future costs are £10.0m in FY23, £3.1m in FY24 and nil thereafter. The Group believes that it is appropriate
to treat these costs as an adjusting item as they relate to a one-off award, designed and implemented whilst the Group was
under private equity ownership (and are reasonably typical of that market and appropriate in that context).
The Group now operates in a new environment. The Remuneration Policy approved at the 2021 AGM reflects the Group’s listed
company context, hence similar awards are not expected in future. Share-based payment charges arising because of the
operation of the Group’s post-Admission Remuneration Policy are not treated as adjusting items and the cost is not deducted
from the calculation of each of the APMs defined below.
Moonpig Group plc | Annual Report and Accounts 2022
52
Alternative Performance Measures continued
M&A-related transaction costs of £0.9m arising in FY22 comprise non-contingent advisers’ fees incurred up to 30 April 2022
in connection with the proposed acquisition of Buyagift. If the acquisition completes as expected, the Group expects to incur
further advisers’ fees, stamp duty and other costs directly relating to the transaction in the region of approximately £5m in FY23.
Adjusting items associated with the Greetz pension case recognised in FY21 (both the provision for historical pension liabilities
and the associated indemnification asset due from the sellers of Greetz) relate to the remeasurement of balances recognised
in connection with an M&A transaction that are material, non-recurring and outside the ordinary course of business.
Costs arising in connection with the IPO have been isolated in recognition of the nature, infrequency and materiality of this
capital markets transaction.
Restructuring and other costs in 2020 relate to the reorganisation of the Group’s operating model in order to prepare the
Group for Admission to the London Stock Exchange in 2021.
The definitions for the adjusted measures in the table are as follows:
Adjusted PAT is profit after tax, before Legacy Incentive costs, M&A transaction costs, charges or credits relating to the
Greetz pension provision and associated indemnity asset, IPO transaction costs and restructuring and other costs.
Adjusted PBT is profit before tax, before Legacy Incentive costs, M&A transaction costs, charges or credits relating to the
Greetz pension provision and associated indemnity asset, IPO transaction costs and restructuring and other costs. Adjusted
PBT margin is Adjusted PBT divided by total revenue.
Adjusted EBIT is profit before tax, interest, Legacy Incentive costs, M&A transaction costs, charges or credits relating to the
Greetz pension provision and associated indemnity asset, IPO transaction costs and restructuring and other costs. Adjusted
EBIT margin is Adjusted EBIT divided by total revenue.
Adjusted EBITDA is profit before tax, interest, depreciation, amortisation, Legacy Incentive costs, M&A transaction costs,
charges or credits relating to the Greetz pension provision and associated indemnity asset, IPO transaction costs and
restructuring and other costs. Adjusted EBITDA margin is Adjusted EBITDA divided by total revenue.
Depreciation and amortisation
Depreciation and amortisation increased to £14.4m (FY21: £11.7m), with the increase reflecting increased investment in the size
of our technology team and accelerated amortisation of technology intangible assets arising upon their replacement.
Total depreciation and amortisation relating to the Group’s existing business is expected to increase to between approximately
£17.0m and £19.0m in FY23, reflecting the full-year impact of investment in technology development and the commencement of
depreciation of fit-out costs and the right-of-use assets relating to the Group’s new leasehold operational facilities.
Annualised depreciation and amortisation at Buyagift is expected to be approximately £2m in FY23. There may in addition be
amortisation of acquired intangible assets (such as the customer list), once a valuation and purchase price allocation exercise
has been performed following completion of the proposed acquisition.
Net finance expense
Net finance expense was £9.0m (FY21: £5.8m) comprising £7.6m relating to the Group’s Senior Facilities Agreement, £0.7m
relating to lease liabilities and £0.7m in respect of the monetary foreign exchange loss on a Euro-denominated intercompany
loan balance (with the corresponding intercompany gain recognised as Other Comprehensive Income in accordance with
IAS 21). The year-on-year increase reflects a full year of interest on the Senior Facilities Agreement, which was entered into
on 7 January 2021 in connection with the Demerger.
Net finance expense is expected to increase in FY23 because of the proposed acquisition of Buyagift, which is expected to
complete by the end of July 2022:
In any half-year for which the Group’s opening senior net leverage ratio is below 2.0x, the applicable annual margin over
SONIA is 3.00% for the £175.0m term loan, 2.75% for the £20.0m original RCF and 2.50% for the proposed £60.0m additional
RCF that has been committed by certain of the Group’s existing lenders in connection with the proposed acquisition.
A commitment fee equal to 35% of applicable margin is paid on an undrawn RCF.
The Senior Facilities Agreement contains a margin ratchet, which means that the increase in net leverage associated with
the proposed acquisition is expected to increase the applicable margin for all facilities by between 0.25% and 0.50% in the
second half of FY23, dependent on the actual leverage position as at 31 October 2022; thereafter the combined Group is
expected to de-leverage rapidly.
Other expected interest expense in FY23 comprises amortisation of facility arrangement fees of approximately £2m per
annum and a deemed interest charge on lease liabilities of approximately £1m.
Chief Financial Officer’s review continued
Strategic report Corporate governance Financial statements
53
Taxation
The Group tax charge was £8.5m (FY21: £12.1m), which represents an effective tax rate of 21.3% (FY21: 36.8%). The statutory
rates of corporation tax that prevailed during the period were 19.0% in the UK and 25.0% in the Netherlands.
The FY21 effective tax rate was atypical as it reflected the non-deductible nature of the Legacy Incentives and IPO-related
transaction costs, together with losses surrendered by way of group relief by entities formerly under common control which
the Group utilised to offset its own taxable profits in accordance with prevailing tax regulations.
In FY23, it is likely that the Group’s effective tax rate will decrease slightly, as the proportion of profits earned in the UK will
increase following the proposed acquisition of Buyagift. The Group’s effective tax rate is thereafter likely to rise as it will be
impacted by the announced increase in the UK statutory rate of corporate tax from 19.0% to 25.0% with effect from 1 April 2023.
Profit Before Taxation (“PBT”) and Earnings Per Share (“EPS”)
Group PBT increased to £40.0m (FY21: £32.9m), driven by non-recurrence of both IPO related transaction costs and the one-off
share-based payment charge that arose prior to Admission in December 2020 in connection with the reorganisation of the share
option scheme operated by the Group’s predecessor parent undertaking.
Basic EPS for FY22 was 9.3p based on the weighted average number of ordinary shares outstanding during the period of
342,112,621 less 3,076,329 shares subject to potential repurchase. After accounting for the effect of employee share arrangements,
diluted earnings per share was 9.1p.
Adjusted basic EPS was 12.3p. Adjusted basic EPS adjusts for the impact of the Adjusting Items (as set under APMs).
Cash flow
Cash generated from operating activities of £63.9m in FY22 was lower than the £64.4m generated in FY21, reflecting lower
Adjusted EBITDA, offset by lower levels of adjusting items, as detailed previously.
The Group operates to an inventory-light model with short supply chains. Inventory was £10.1m as at 30 April 2022, down
from £14.9m as at 30 April 2021 when buffer inventory was held to allow for any supply chain disruption during the spring 2021
lockdown. We have seen no signs of supply chain disruption resulting from economic or geopolitical developments in 2022.
Trade and other payables decreased by £10.8m compared to the £29.7m increase in FY21, reflecting the unwind of the atypically
high balances on 30 April 2021 which arose as a result of strong trading, investment in brand marketing and the build-up of buffer
inventory referred to above.
The Group has an asset-light business model and most capital expenditure relates to software development. Capital expenditure
decreased year-on-year to £9.7m (FY21: £10.8m) but is expected to increase in future as a result of ongoing additional technology
investment and one-off investment to expand our operations footprint:
Intangible capital expenditure on software development is expected to increase from £8.3m in FY22 to between
approximately £13m and £15m in FY23. We have taken the decision to step-increase levels of technology investment
and intend to maintain it at or above this level in future years. Once the Greetz technology platform migration has been
completed, the engineers that have been dedicated to this project will be available to work on the development of
revenue-generating and customer-focused new technology and data functionality to be deployed across both brands.
Tangible capital expenditure is expected to be higher in FY23 at between approximately £11m and £13m because of
expenditure incurred outside of the ordinary course on the fit-out of new operations facilities in Tamworth in the UK
and Almere in the Netherlands. Annual tangible capital expenditure is then expected to reduce to below £2m in
subsequent years.
The Tamworth lease commenced in February 2022 and resulted in the initial recognition of a £6.6m right-of-use asset in FY22.
The Almere lease commenced in June 2022 and will result in the initial recognition of a £4.5m right-of-use asset in FY23. Both
leases are for a ten-year term.
Net cash used in financing activities was an outflow of £9.3m (FY21: £14.9m inflow), comprising £6.5m of interest payments
on the Group’s Senior Facilities Agreement and £3.1m of lease repayments and lease interest. During FY22, there were no
changes to utilisation of the £175.0m five-year term loan and the £20.0m five-year multi-currency RCF remained undrawn.
Moonpig Group plc | Annual Report and Accounts 2022
54
Adjusted Operating Cash Conversion
The Group’s operating cash inflow was £59.6m (FY21: £97.2m inflow), representing Adjusted Operating Cash Conversion of
79.6% (FY21: 105.5%). The Group is cash generative and operating cash flow in each of the preceding three full financial
years has been within the range of 90% to 115% (as set out in the FY21 Annual Report and Accounts). Adjusted Operating
Cash Conversion was lower in FY22 because of the unwind of an atypically high trade and other payables balances at
30 April 2021, which is referred to above.
Adjusted Operating Cash Conversion is a non-GAAP measure and is defined as operating cash flow divided by Adjusted
EBITDA, expressed as a ratio. Adjusted Operating Cash Conversion informs management and investors about the cash
operating cycle of the business and how efficiently operating profit is converted into cash.
Year ended
30 April 2022
£m
Year ended
30 April 2021
£m
Year ended
30 April 2020
£m
Profit before tax 40.0 32.9 31.8
Add back: Net finance costs 9.0 5.8 1.3
Add back: Adjusting items (excluding share-based payments) 4.5 14.6 1.4
Add back: Share-based payments 7.0 27.1 0.0
Add back: Depreciation and amortisation 14.4 11.7 9.9
Adjusted EBITDA 74.9 92.1 44.4
Less: Capital expenditure (fixed assets) (9.7) (10.8) ( 7.7 )
Adjust: Impact of share-based payments 0.7
Add back: (Increase)/decrease in inventories 4.8 (12.0) (0.2)
Add back: (Increase)/decrease in trade and other receivables (0.3) (1.8) (1.1)
Add back: Increase /(decrease) in trade and other payables (10.8) 29.7 15.6
Operating cash flow 59.6 97. 2 51.0
Adjusted operating cash conversion 80% 106% 115%
Add back: Capital expenditure (fixed assets) 9.7 10.8 7.7
Add back: Increase /(decrease) in debtors and creditors with undertakings formerly under
common control (0.4) (3.1) 3.5
Less: Adjusting items (excluding share-based payments) (4.5) (14.6) (1.4)
Less: Non-cash movement with undertakings formerly under common control (25.4) 0.0
Less: Research and development tax credit (0.5) (0.5) (0.3)
Cash generated from operating activities 63.9 64.4 61.0
Capital structure
Under the five-year Senior Facilities Agreement put in place on 7 January 2022, the Group’s committed facilities comprise a Term
Loan B of £175.0m and a RCF of £20.0m. Fees capitalised on the balance sheet as at 30 April 2022 were £4.8m (April 2021: £6.3m).
Net debt is a non-GAAP measure and is defined as total borrowings less cash and cash equivalents. Group net debt as at 30 April
2022 was £83.8m (April 2021: £115.1m), comprising total debt of £185.5m (April 2021: £181.1m) less cash and cash equivalents of £101.7m
(April 2021: £66.0m). The year-on-year decrease in net debt reflects an increase in cash of £35.7m offset by an increase in lease
liabilities of £3.3m as a result of the new UK lease commencing during the year (less the unwind of the existing leases in the year).
Actual net debt to Last Twelve Months Adjusted EBITDA as at 30 April 2022 was 1.12x (April 2021: 1.25x), based on Adjusted EBITDA
of £74.9m, reflecting the Group’s strong trading performance and cash flow generation.
Proposed acquisition of Buyagift
On 23 May 2022, the Group announced the proposed acquisition of the entire issued share capital of Buyagift for cash
consideration of £124m. The Acquisition, which is expected to complete before the end of July 2022, will be funded through gross
cash available on the Group’s balance sheet and through £60.0m of additional RCF, which have been committed by certain
existing lenders as an extension to the Group’s existing Senior Facilities Agreement.
Following completion, the combined Group’s pro forma net debt to Adjusted EBITDA as at 30 April 2022 would have been
approximately 2.3x. We expect this leverage ratio to increase by approximately half a turn by 31 October 2022 (based on pro
forma Adjusted EBITDA for the preceding twelve months) driven by working capital seasonality, after which the combined
Group will de-leverage rapidly to below 2.0x by April 2023.
Looking forward, our capital allocation priority will remain organic investment to drive growth. We are, for instance, currently
investing to enhance the flexibility and scalability of our operations footprint. We would consider further M&A opportunities, but
only where value-accretive and complementary to both our strategy and our current financial model. The Company does not
intend to pay dividends as the Group invests in growth. We intend to keep capital structure and dividend policy under review
and may revise these from time to time.
Chief Financial Officer’s review continued
Strategic report Corporate governance Financial statements
55
Outlook
We are pleased with the start to the new financial year and remain confident in our existing expectations for Group trading in
FY23. Considering the planned timing of deployment for revenue growth initiatives, we expect the rate of revenue growth for the
Group’s existing business to be higher in the second half of the year. Based on the anticipated completion of the acquisition of
Buyagift by the end of July 2022, we expect revenue for the enlarged Moonpig Group in FY23 to be approximately £350m.
In the medium-term, we continue to target mid-teens percentage underlying revenue growth for the enlarged Group. Margin
trends remain resilient in the near and medium term, and the proposed acquisition of Buyagift is expected to be margin accretive.
In view of this, we have recently raised the Group’s medium-term Adjusted EBITDA margin rate target to between approximately
25.0% and 26.0%.
Under the normalised trading conditions anticipated for FY23, we expect a return to the typical seasonality of Adjusted EBITDA
margin rate, which will be weighted towards the second half of the year due to the timing of our peak trading periods.
Andy MacKinnon
Chief Financial Officer
28 June 2022
Moonpig Group plc | Annual Report and Accounts 2022
56
The Board has collective responsibility for determining the Group’s risk management framework. This framework, the
Group’s risk culture, its governance structure and internal controls together give the Board assurance that risks are being
appropriately identified and managed in line with its risk appetite.
The Board is collectively responsible for determining the nature and extent of the principal risks it is willing to take in achieving
its strategic objectives; the Group does not have a separate risk committee.
The Board sets the culture of risk to be flowed down through the business. This ensures the Board remains aligned on risk
appetite and daily decisions are made within the agreed risk framework.
Board Audit Committee
Overall responsibility for the Group’s risk
management framework and internal
control processes.
Determines the Group’s risk appetite.
Determines the Group’s culture.
Approves the risk register (and the register of
climate-related risks) taking account of advice
from the Audit Committee.
Assists the Board in reviewing the effectiveness of
the internal control and risk management processes
in place.
Advises the Board on risk appetite, tolerance and
strategy, and on principal and emerging risks.
Agrees the scope of the internal audit and external
audit functions, and reviews their work.
Advises the Board on the identification
and assessment of climate-related risks.
First Line: Group Leadership Team
Operational management has primary day-to-day responsibility for risk management.
Ensures that risk management is an integral part of implementing the strategic objectives.
Ensures that the Group operates within the set risk appetite and tolerances.
Supported by and contributes to internal risk management systems and processes.
Second Line: Oversight functions
Functions: Finance, Legal, Data Protection, Technology Security, Procurement, Human Resources, ESG.
Establish appropriate policies.
Guide, advise and challenge management on the implementation and operation of internal controls.
Co-ordinate appropriate and timely delivery of risk management information to the Group Leadership Team.
Third Line: Independent assurance
Provides independent assurance that risk is being appropriately managed.
The internal audit programme commenced in the second half of FY22, outsourced to KPMG LLP.
Risk management process
Twice-annual assessment of the Group’s principal and emerging risks and the effectiveness of risk mitigations.
From FY23, climate risk management will be fully embedded within the Group’s risk management framework.
Risk management
Strategic report Corporate governance Financial statements
57
Five-step risk
identification process
Moderate High Major
Moderate significance High significance Major significance
Probability of realisation of principal risks
Potential impact of principal risks, net of mitigating actions being taken
Key
Data protection and technology security
Supply chain disruption and input cost inflation
Downward pressure on consumer demand
Brand strength and reputation
Securing, development and retention of talent
Disruption to operations
Competitive environment
Risk management process
Effective risk management is key in enabling the Group
to meet its strategic objectives and to achieve sustained
long-term growth. The Group follows a five-step process
to identify, monitor and manage risks. Identified risks and
mitigations are captured in a risk register:
Set strategy
The Board reviews and approves the Group’s strategy
annually, and this forms the basis of the Group’s risk
identification process, enabling a focus on those risks
with relevance to the achievement of strategic objectives.
Identify risks
A top-down and bottom-up approach is used to identify the
principal and emerging risks facing the Group. The detailed
work is performed by the Group Leadership Team and
approved by the Board, taking account of advice from
the Audit Committee.
Evaluate risks
The Group evaluates risks based on two key parameters:
the likelihood of the risks occurring over the next three years,
and the impact on the Group from a financial, reputational,
compliance, ethical and safety perspective, were the risks to
crystallise. The identified risks are then categorised and rated
based on the aggregate impact of these two parameters.
Manage and mitigate risks
The GLT identifies mitigating actions for each risk, based
on an assessment of the effectiveness of the existing control
environment. Where appropriate, changes to the control
environment are identified and implemented.
Monitor and review risks
The GLT is responsible for ongoing monitoring of risks
and mitigations, which are captured in a risk register.
From the second half of FY22, they have been assisted
in this monitoring process by the Group’s internal audit
programme, which is outsourced to KPMG LLP. The Board
approved the risk register at Board meetings in November
2021 and June 2022, with particular focus on the principal
risks identified.
Climate-related risks
The Group performed its inaugural assessment of
climate-related risks during the year (refer to TCFD
section at pages 34 to 41). Going forward, climate related
risk management will be performed as part of the Group’s
overall risk management process. None of the Group’s
climate-related risks are currently classified as principal
risks as none have been assessed as having a material
impact on the Group’s business model, strategy or the
Directors’ assessment of viability (as set out in the
viability statement on pages 62 to 63).
Principal risks and uncertainties
The Board has carried out a robust assessment of the emerging and principal risks facing the Group. This included an
assessment of the likelihood of each risk identified and the potential impact of each risk after taking into account mitigating
actions being taken. Risk levels were reviewed and modified where appropriate to reflect the current view of the relative
significance of each risk.
Moonpig Group plc | Annual Report and Accounts 2022
58
The principal risks and uncertainties identified are detailed in this section. Additional risks and uncertainties for the Group,
including those that are not currently known or are not considered material, may individually or cumulatively also have a
material effect on the Group’s business, results of operations and/or financial condition.
The Board has approved amendments of the Group’s assessment of principal risks since the prior year; this removes the risk
relating to the revenue impact of emergence from lockdown, as the Group now has evidence of an enduring uplift in customer
purchase frequency compared to before Covid-19 and include two additional risks:
A risk relating to the impact of macroeconomic conditions on consumer demand, due to the current macroeconomic climate
placing downward pressure on consumer disposable incomes in both the UK and Netherlands; and
A risk relating to the potential for supply chain disruption or input cost inflation, given reports across the economy of rising
raw material costs, labour inflation and rising energy prices.
Risk Description Management and mitigation Developments in FY22 Risk trend
1
Data protection
and technology
security
As a digital platform, the
Group is reliant on its IT
infrastructure to continue to
operate. Any downtime of the
Group’s systems, as a result of
a technology security breach,
would result in an interruption
to trading.
Either a technology security
breach or a failure to
appropriately process and
control the data that the
Group’s customers share,
(whether as a result of internal
failures or a malicious attack
by a third party), could result
in reputational damage, loss of
customers, loss of revenue and
financial losses from litigation
or regulatory action.
In the current geopolitical
environment, there is
heightened risk of state-
sponsored cyber-crime.
The Group has a disaster recovery and
business continuity plan in place which
is regularly reviewed and tested. The
Moonpig platform is cloud-based and the
Greetz platform includes the use of two
data centres.
The Group’s Technology Security team
performs regular security testing of the
platform and applications, and reviews
internal processes and capabilities. The
Group subscribes to bug bounty schemes
that reward friendly hackers who uncover
security vulnerabilities.
Quarterly health checks are performed
on critical security tools to ensure they are
configured and operating appropriately.
The Group works closely with suppliers to
ensure that they only receive and store the
minimum data for the purposes required;
security audits are performed to confirm
these suppliers operate at a high standard
to protect and manage data.
Annual GDPR training is mandatory for
all employees.
The Group has continued to
make substantial investments
in the security environment at
Moonpig and is in the process
of bringing the Greetz security
environment up to the same
standard through migration
to the Moonpig platform (with
completion anticipated during
calendar year 2022).
Data privacy posture was
the focus of the inaugural
review carried out in H2 FY22
as part of the Group’s new
internal audit programme.
All recommendations have
been implemented in full.
The Group’s Technology
Security team is operating
at high alert to the raised
risk of state-sponsored cyber
crime. It continues to receive
threat intelligence from the
UK National Cyber Security
Centre and uses this to support
heightened detective and
defensive capabilities.
The overall risk trend is
assessed to be flat year-on-
year reflecting higher risk
pre-mitigation, offset by
further strengthening of
the control environment.
1 This risk trend is based on the risk position in the current year compared to the previous year, in each case as assessed at the June 2022 Audit Committee.
Key
Increasing Decreasing Stable
Risk management continued
Strategic report Corporate governance Financial statements
59
Risk Description Management and mitigation Developments in FY22 Risk trend
1
Supply chain
disruption and
input cost inflation
Whilst the Group has not
seen significant inflation in
overall cost of goods sold,
there have been some rising
costs (primarily related to
shipping costs and wages for
warehouse staff employed by
third-party fulfilment partners).
The Group’s direct energy
use is not significant in the
context of its overall cost base,
however there is potential for
rising energy prices to feed
through into wider input
cost inflation.
The Group has not been
significantly impacted by
supply chain issues.
The Group does not directly source from
outside Europe, therefore reducing the risk
of supply chain disruption due to shortages
in cargo transportation or embargoes on
exports in other parts of the world.
The largest cost of sale for greeting cards
is postage, which the Group passes on to
card customers at the price of a stamp.
Consumers have historically accepted
postage price increases above inflation
from Royal Mail.
There is significant substitutability between
gifting product lines. The Group exists
to help our customers fulfil missions (for
instance, seeking to recommend the
ideal gift for a mother’s birthday) rather
than to fulfil demand for products of a
specific category.
The Group has increased its
inventory holding period for
paper and card materials
as a precautionary step.
The Group has plans in place
to manage any cost inflation
that does arise within budget
through the ability to offset
the increases caused by
inflation by utilising cost
levers elsewhere.
Downward
pressure on
consumer demand
In the context of current
macroeconomic conditions,
there is likely to be downward
pressure on consumers’
disposable income in the UK
and the Netherlands. This may
have adverse consequences
upon consumer demand for
discretionary goods
and services.
The overall UK greeting card market has
historically proven recession-resilient,
demonstrating consistent growth through
the 2008-2009 downturn. In addition,
Moonpig delivered consistent growth
in revenue through this period.
The impact of recession on attached gifting
is not proven. However, we expect gifting
to be more resilient than self-purchase with
the Group’s relatively low price points and
exposure to special occasion purchase
patterns supporting this durability.
The Group’s gifting proposition is not
mature. Management intends to drive
growth in attached gifting, with the
expectation that this will offset any
demand headwinds resulting from
macroeconomic conditions.
The Group continues to
broaden its merchandise
range, increasing the number
of gifting options available to
its customers.
The Group has also continued
to invest in its cross-sell
algorithms, which will enable it
to respond automatically and
in real-time should individual
consumers’ gifting preferences
move to lower price points.
Brand strength
and reputation
The Group’s business
depends on the strength of its
Moonpig and Greetz brands.
If events occur that damage
the Group’s reputation or
brands, this could have a
material adverse effect on the
Group’s business, results of
operations, financial condition
or prospects.
The Group has market-leading brands,
with high levels of brand awareness.
The Group also has a top-quartile
Customer NPS. Ongoing investment
in brand marketing maintains the
brand in consumers’ minds.
The Group’s brands are further
strengthened by the network that is created
with each customer interaction.
The Group’s investment in data protection
and technology security helps to protect us
from the adverse impact of a data breach
or cyber-attack.
A rebrand of Greetz was
launched in Spring 2022.
Moonpig’s brand marketing
activity is now carried out
through the year, rather
than being focused
during traditional
peak trading periods.
The annual bonus scheme
for the Executive Directors
and Group Leadership
Team includes a target
for Customer NPS.
1 This risk trend is based on the risk position in the current year compared to the previous year, in each case as assessed at the June 2022 Audit Committee meeting.
2 Source: OC&C, June 2022.
Moonpig Group plc | Annual Report and Accounts 2022
60
Risk Description Management and mitigation Developments in FY22 Risk trend
1
Securing,
development and
retention of talent
The Group’s delivery against
its strategic objectives is
dependent upon it being able
to attract, recruit, motivate
and retain its highly skilled
workforce. Competition
remains intense, in particular
for technology and data
expertise.
The Group has competitive reward
schemes in place for all employees.
For senior management, these include a
blend of short and long-term incentives.
The Group performs ongoing succession
planning and invests in leadership
development.
On an ongoing basis, management works
to strengthen the culture of the Group,
which generates employee engagement.
Digital marketing, commercial and
technology employees operate from
three hubs in London, Amsterdam and
Manchester. This, together with the option
for full remote-working at any location
within the UK and the Netherlands,
provides the Group with access to
a broad pool of talent.
An all-employee SAYE scheme
was launched in FY22 and
48% of the UK workforce
chose to participate.
Employee remuneration
structures have been aligned
between Moonpig and Greetz.
The annual bonus scheme
for the Executive Directors
and Group Leadership Team
includes a target for employee
engagement.
Disruption to
operations
Any disruption to in-house or
third-party facilities within
the Group’s production and
fulfilment network could have
an adverse effect on trading.
The Group uses select third-
party suppliers for certain
solutions on its platforms and
any disruptions, outages or
delays in these would affect
the availability of, prevent or
inhibit the ability of customers
to access or complete
purchases on its platforms.
The Group operates flexible fulfilment
technology with application programming
interface (“API”) based data architecture,
allowing the Group to add third-party
suppliers to its production and fulfilment
network with relative speed.
The Group fulfils orders for UK greeting
cards and gifts from multiple locations. The
resilience of the Dutch operation is being
progressively increased. Whilst flowers are
fulfilled by a single supplier in both the
UK and the Netherlands, there is partial
substitutability of demand between flowers
and other gifting product categories.
The Group has contracts and service level
agreements in place with all key suppliers,
each of which have appropriate contract
length and notice periods.
The Group carries out due diligence on all
key suppliers at the onset of a relationship.
This includes technology and data
protection due diligence and checks
on financial viability.
The Group’s procurement function supports
the business with the selection of strategic
third-party suppliers and negotiation of
contracts.
The Group has signed a
ten-year lease in respect of a
new operations facility on the
UK mainland. This, alongside
our existing Guernsey facility
and continued relationship
with outsourced partners,
represents the network that
will support our significant
long-term growth ambitions
for the UK.
The Group has also signed a
ten-year lease in respect of a
new operations facility in
the Netherlands.
Fulfilment of off-the-shelf gifts
in the Netherlands has been
transitioned from a single-site
to a multi-site basis to both
increase capacity and
improve resilience.
1 This risk trend is based on the risk position in the current year compared to the previous year, in each case as assessed at the June 2022 Audit Committee meeting.
Key
Increasing Decreasing Stable
Risk management continued
Strategic report Corporate governance Financial statements
61
Risk Description Management and mitigation Developments in FY22 Risk trend
1
Competitive
environment
The Group competes in
the gifting market, which is
large, evolving and highly
competitive and includes
the sale of greeting cards
and gifts. The Group faces
competition from a wide range
of companies, ranging from
traditional brick and mortar
competitors that serve the
offline channel to other online
gifting companies.
The Group’s business model
is characterised by strong
revenue growth, customer
loyalty, high operating profit
margins and strong cash
conversion. This may be
attractive to both existing and
potential new competitors.
Additional disclosure relating
to the Group’s strategy and
its execution following the
IPO may encourage others to
attempt to copy elements of its
business model.
The Group’s key sources of competitive
advantage are its brands, its pools of data
on customer gifting intent, its relative scale
and its proprietary technology platform.
The Group is the clear market-leader
in online cards in the UK and the
Netherlands, with category-defining
brands and (as noted above) high
levels of brand awareness in both
the UK and the Netherlands.
The Group’s proprietary recommendation
algorithms are optimised across rich pools
of customer data.
The Group’s scale means that it captures
more than four times the amount of
customer data than its nearest competitor,
and its brands are amplified by viral
effects, as recipients become users.
The Group has a proprietary technology
platform, which is constantly optimised
through ongoing testing.
Whilst competitors may seek to mimic
external-facing aspects of the Group’s
proposition (such as elements of its website
user experience or product range) it will
be much harder for them to replicate the
Group’s data, or the cumulative insight
built up by its self-learning algorithms.
The Group has continued to
grow market share. Moonpig
accounted for approximately
68% of revenue in the UK
specialist online cards market
in calendar year 2021, up from
approximately 60% in 2019
(and 65% in 2020).
In the Netherlands, Greetz’s
share of revenue among the
largest three online card
operators has increased from
65% in 2019 to 67% in 2021.
This supports the thesis that the
Group’s data driven customer
retention ‘flywheel’ generates
sustainable competitive
advantage. We have
categorised the risk trend
as decreasing in view of this.
1 This risk trend is based on the risk position in the current year compared to the previous year, in each case as assessed at the June 2022 Audit Committee.
2 Source: OC&C, June 2022.
Moonpig Group plc | Annual Report and Accounts 2022
62
The Directors have assessed the prospects and viability of the Group over a period significantly longer than 12 months from the
approval of these financial statements.
Assessment of prospects
The Directors have assessed the Group’s prospects taking into account its current financial position, its recent historical
financial performance, its business model (pages 14 to 17), its strategy (pages 20 to 25) and the principal and emerging risks
and uncertainties (as described on pages 57 to 61).
The Group’s prospects are assessed primarily through its strategic planning process. This includes an annual review which
considers forecast monthly profitability, cash flows and liquidity over three years. The first year of the forecast is the Group’s
annual budget. The second and third years are prepared using the same calculation methodology as the budget with a
top-down strategic overlay.
The Group’s financial forecasts are based on modelling of KPIs that include orders and revenue for each monthly cohort
of customers that has (or is expected in future to be) acquired by the Group. Detailed monthly financial forecasts are then
prepared for each segment that consider orders, revenue, profit, capital expenditure, working capital, cash flow and key
financial ratios.
The Group’s funding position is considered, both in terms of liquidity headroom and ongoing compliance, with the six-monthly
covenants attached to the Group’s Senior Facilities Agreement.
The planning process is led by the CEO and CFO through the GLT and in conjunction with relevant functions. The Board
participates fully in the annual process and has the task of considering whether the plan continues to take appropriate
account of the external environment including technological, social, and macroeconomic changes. The most recent plan was
approved by the Board in April 2022.
As set out in the Audit Committee report at pages 80 to 87, the Audit Committee reviews and discusses with management the
schedules supporting the assessments of going concern and viability.
The assessment of prospects has been carried out for scenarios in which the Group both does and does not complete the
proposed acquisition of Buyagift. The scenarios that include completion of the Acquisition incorporate all sources and uses of
funding for the transaction, the impact of the additional RCF on forecast headroom and the forecast profit and loss and cash
flows for the acquired asset.
The assessment period
The Directors have determined that three years to April 2025 is an appropriate period over which to provide the Board’s
viability statement. This was considered the appropriate timeframe by the Directors because:
It is consistent with the three-year horizon of the Group’s strategic planning process; and
It aligns to the investment cycle of a technology platform business.
Assessment of viability
The output of the Group’s strategic planning process reflects the Board’s best estimate of the future prospects of the business.
To make the assessment of viability, additional scenarios have been modelled over and above those in the ongoing plan.
These scenarios were overlaid into the plan to quantify the potential impact of one or more of the Group’s principal risks and
uncertainties crystallising over the assessment period.
The Group’s principal risks and uncertainties are set out on pages 57 to 61. The Board has approved amendments of the
Group’s assessment of principal risks since the prior year to remove the risk relating to the revenue impact of emergence from
lockdown, as the Group now has evidence of an enduring uplift in customer purchase frequency compared to before Covid-19
and include two additional risks:
A risk relating to the impact of macroeconomic conditions on consumer demand due to the current macroeconomic climate
placing downward pressure on consumer disposable incomes in both the UK and Netherlands; and
A risk relating to the potential for supply chain disruption or input cost inflation given reports across the wider economy of
rising raw material costs, labour inflation and rising energy prices, as further explained on page 59.
Viability statement
Strategic report Corporate governance Financial statements
63
Each of the Group’s principal risks has a potential impact and has therefore been considered as part of the assessment,
however only those that represent severe but plausible scenarios have been modelled. These were:
Scenario modelled Principal risks included in the scenario
Data breach
The impact of a significant data breach has been considered. We
modelled a reduction in revenue as a result of any reputational brand
damage in each of the assessment years. It is additionally assumed that
the Group receives the maximum possible fine under the General Data
Protection Regulation (“GDPR”) in one of its countries of operation.
Data protection and technology security
Brand strength and reputation
Significant trading shortfall
To consider the possibility that a downturn in consumer demand (or
other adverse external pressure such as substantial input cost inflation)
could lead to a sustained adverse impact on trading, we have modelled
a significant reduction in revenue and gross profit. This is intended to
capture the possibility of either lower purchase frequency, reduction in
new customers, reduced attach rates, lower average order value
or reduction in percentage gross margin rate.
Downward pressure on consumer demand
Supply chain disruption and input cost inflation
Competitive environment
The above scenarios were considered cumulatively, both on the basis that the Group completes the proposed acquisition
of Buyagift and on the basis that it does not. It was assumed that the significant trading shortfall scenario impacts both the
Group’s existing business and the Buyagift business.
The results of the above scenario modelling showed that the business would be able to withstand a combination of both
scenarios, without recourse to mitigating actions. This reflects the resilient nature of the Group’s business model, its profitability,
and strong operating cash conversion, together with current strong liquidity headroom.
In the event of such a scenario, management would have a number of options available to maintain the Group’s financial
position including cost-reduction measures and reducing acquisition marketing spend.
The Directors also reviewed the results of reverse stress testing performed to provide an illustration of the extent to which
existing customer purchase frequency and levels of new customer acquisition would need to deteriorate in order that their
cumulative effect should either trigger a breach in the Group’s covenants under the Senior Facilities Agreement or else exhaust
liquidity. The probability of this scenario occurring was deemed to be remote given the resilient nature of the business model
and strong cash conversion of the Group.
Viability statement
Based on the assessment above, the Directors confirm that they have a reasonable expectation that the Group will continue in
operation and meet its liabilities as they fall due over the three-year period ending April 2025.
Going concern
The Directors also considered it appropriate to prepare the financial statements on the going concern basis, as explained in
the Basis of preparation paragraph in Note 1 to the Financial Statements.
Moonpig Group plc | Annual Report and Accounts 2022
64
Non-financial information statement
The Group complies with the Non-Financial Reporting requirements contained in sections 414CA and 414CB of the Companies
Act 2006. The below table outlines the Group’s position on non-financial matters and provides signposts to where the
information required is included in the report.
Reporting requirement
Policies and Standards which govern
the Groups approach
Additional information and
risk management
Description of business model N/A Business model pages 14 to 17
Non-financial KPIs N/A Key performance indicators pages 46 to 47
Stakeholders Group Data Protection Policies Code
of Conduct
Stakeholder engagement pages 26 to 27
s172 statement pages 75 to 76
Board activities page 78
Environmental, social and governance
disclosures pages 28 to 45
Task Force for Climate-related Financial
Disclosures (TCFD) pages 34 to 41
Employee engagement page 31
Corporate Governance report pages 66 to 109
Audit Committee report pages 80 to 87
Environmental Environmental Policy Environmental, social and governance
disclosure pages 28 to 45
Employees Code of Conduct
Flexible Working Policy
Whistleblowing Policy
Health, Safety and Environment Integrated
Management System
Environmental, social and governance
disclosure pages 28 to 45
s172 statement pages 75 to 76
Human rights Anti-Slavery and Human Trafficking Policy
Code of Conduct
Human rights, page 65
Social matters Anti-Slavery and Human Trafficking Policy Environmental, social and governance
disclosure pages 28 to 45
Directors’ report pages 105 to 107
Anti-corruption and anti-
bribery
Anti-Bribery and Anti-Corruption Policy
(which includes hospitality and gifts clauses)
Conflicts of Interest Policy
Anti-bribery and anti-corruption, page 69
Principal risks and impact
on the business
N/A Risk management pages 56 to 57
Principal risks pages 57 to 61
Business model pages 14 to 17
Audit Committee report pages 80 to 87
Strategic report Corporate governance Financial statements
65
Across the Group, policies and codes of conduct are in place
to ensure consistent governance on a range of issues. For the
purposes of the Non-Financial Reporting requirements, these
include, but are not limited to the following.
People
The Group understands that its behaviour, operations
and how it treats employees all have an impact on the
environment and society. It recognises the importance of
health and safety and the positive benefits to the Group.
The Group has a Health, Safety and Environment Integrated
Management System which is communicated to all employees
through a handbook, which is regularly reviewed and
updated. A Code of Conduct applies to all employees
and sets out the Group’s commitment to:
Behave ethically;
Comply with relevant laws and regulations; and
Do the right thing.
Disclosure concerning employment of disabled persons
We give full and fair consideration to applications for
employment by the Company made by disabled persons,
having regard to their particular aptitudes and abilities.
We are also committed to continuing employment of, and
for arranging appropriate training for, employees of the
Company who have become disabled persons during the
period for which they were employed by the Company.
Training, development and promotion opportunities
are provided for all employees.
Human rights
The Group’s Code of Conduct confirms that it respects and
upholds internationally proclaimed human rights principles
as specified in the International Labour Organisation’s
Declaration on Fundamental Principles and Rights at Work
(“ILO Convention”) and the United Nations’ Universal
Declaration of Human Rights. The Group’s Procurement Policy
outlines how it procures goods and services. In addition, the
Group has an Anti-Slavery and Human Trafficking Policy
which applies to both suppliers and employees.
Training is provided to all employees on issues of modern
slavery in an e-learning module.
The Group is committed to implementing and enforcing
effective systems and controls to ensure modern slavery
is not taking place anywhere in its own business or in
any of its supply chains.
The Group publishes its Modern Slavery Act Transparency
Statement annually and this, together with previous
statements, can be viewed on the Group’s corporate
website at www.moonpig.group.
Data protection
As a data-driven business, the Group is committed to
respecting and protecting privacy and security of personal
information. The Group’s Privacy Statement governs how
it collects, handles, stores, shares, uses and disposes of
information about people, whether they are customers,
employees or people in the Group’s supply chain. Data
Protection Policies are a key element of corporate governance
within the Group.
Anti-bribery and anti-corruption
The Group has an Anti-Bribery and Anti-Corruption Policy
and a Conflict of Interest Policy, each of which incorporates
the Group’s key principles and standards, governing business
conduct towards key stakeholder groups. The Anti-Bribery and
Anti-Corruption Policy is supported by clear guidelines and
processes for giving and accepting gifts and hospitality from
third parties.
Whistleblowing
The Group’s Whistleblowing Policy is supported by an
external, confidential reporting hotline which enables
employees to raise concerns in confidence. Any reported
issues will be reported to the full Board and handled in the
first instance by the Audit Committee and, where appropriate,
remedial actions taken.
Tax strategy
The Group is committed to acting with integrity and
transparency in all tax matters. The Group undertakes tax
planning only where it supports genuine commercial activity
and in doing so is committed to remaining compliant with
all relevant tax laws and practices. A copy of the Group’s
tax strategy is available on the Group’s corporate website
at www.moonpig.group.
Dividend policy
Consistent with prior year, the Company’s current policy is
not to pay any dividends as the Group invests in growth.
The Company may revisit its dividend policy in future.
The Strategic report was approved by the Board of Directors
and signed on its behalf by:
Nickyl Raithatha
Chief Executive Officer
28 June 2022
66
Moonpig Group plc | Annual Report and Accounts 2022
Board of Directors
The right balance of skills
and expertise to deliver
ourgrowthambitions.
Kate Swann
Chair
Nickyl Raithatha
Chief Executive Officer
Kate joined the Group as Chair in August 2019 and was
appointed to the Board in January 2021. She is also the
Chair of the Nomination Committee.
Nickyl is the Chief Executive Officer of the Group, having held
the role since June 2018. Nickyl was appointed to the Board at
incorporation on 23 December 2020.
Andy is the Chief Financial Officer of the Group, having held
the role since January 2019. Andy was appointed to the Board
at incorporation on 23 December 2020.
David joined the Board as an Independent Non-Executive
Director in January 2021. David is the Senior Independent
Non-Executive Director and the Chair of the Audit Committee.
Background and experience
Kate has more than 30 years of experience leading businesses,
having held many senior positions throughout her career. She
was Chair of Secret Escapes from 2019 to 2021 and Chancellor
of the University of Bradford from 2016 to 2021.
She has extensive listed company experience, having served as
the Chief Executive Officer of SSP Group from 2013 to 2019 and
of WH Smith from 2003 to 2013. Prior to this, Kate held roles as
Managing Director of Homebase and of Argos.
Kate holds a Bachelor of Science with honours in Business
Management from the University of Bradford and, in 2007, was
awarded an honorary doctorate from the University of Bradford.
Background and experience
Nickyl has significant e-commerce leadership experience, having
founded Finery, an online British womenswear brand in 2014 and
holding the role of Chief Executive Officer until 2017. Nickyl served
as the Chief Executive Officer of the e-commerce business, Rocket
Internet, a company that incubates and invests in internet and
technology companies globally, from 2012 to 2014.
Nickyl spent the early part of his career in financial services,
where he was Vice President at Goldman Sachs until 2010 and
then worked at Arrowgrass Capital Partners until 2012, leading
research and investments into global technology, media and
telecoms companies.
Nickyl holds an MBA from Harvard Business School and a
bachelor’s degree in Economics from Cambridge University.
Background and experience
Andy has extensive operational and financial leadership
experience in e-commerce, having previously held roles as Chief
Financial Officer of Wowcher, an online consumer business, from
2015 to 2018 and as Chief Financial Officer of The LateRooms
Group, an online travel agency, from 2012 until 2015. Prior to
that, he worked at Shop Direct Group (now The Very Group).
Andy spent his early career working in corporate finance with
professional service firm Deloitte and at HSBC’s investment
banking division.
Andy holds a Bachelor of Science with honours in Management
Sciences from the University of Manchester and has, since 2009,
been a Fellow of the ICAEW, having qualified as a Chartered
Accountant with KPMG in 1999.
Background and experience
David brings a breadth of experience in online, consumer-
facing businesses, together with core skills in finance. He was
Independent Non-Executive Director and Chair of the Audit
Committee of J Sainsbury from 2015 until July 2021. He was
formerly Group Finance Director of NEXT from 1991 to 2015
and Group Treasurer from 1986 to 1991. Previous management
experience also includes nine years in the United Kingdom and
overseas operations of multinational food manufacturer Nabisco
and, prior to that, seven years in the accountancy profession.
David is a member of the Association of Chartered Certified
Accountants and of the Association of Corporate Treasurers.
Current external appointments
Chair of IVC Evidensia, Chair of Parques Reunidos, Chair of Beijer
Ref, member of the Supervisory Board of Zooplus and Director of
England Hockey.
Current external appointments
None.
Current external appointments
None.
Current external appointments
Senior Independent Director and Chair of the Audit Committee
of Auto Trader Group.
Financial statements
67
Strategic report Corporate governance
Andy MacKinnon
Chief Financial Officer
David Keens
Senior Independent
Non-Executive Director
Kate joined the Group as Chair in August 2019 and was
appointed to the Board in January 2021. She is also the
Chair of the Nomination Committee.
Nickyl is the Chief Executive Officer of the Group, having held
the role since June 2018. Nickyl was appointed to the Board at
incorporation on 23 December 2020.
Andy is the Chief Financial Officer of the Group, having held
the role since January 2019. Andy was appointed to the Board
at incorporation on 23 December 2020.
David joined the Board as an Independent Non-Executive
Director in January 2021. David is the Senior Independent
Non-Executive Director and the Chair of the Audit Committee.
Background and experience
Kate has more than 30 years of experience leading businesses,
having held many senior positions throughout her career. She
was Chair of Secret Escapes from 2019 to 2021 and Chancellor
of the University of Bradford from 2016 to 2021.
She has extensive listed company experience, having served as
the Chief Executive Officer of SSP Group from 2013 to 2019 and
of WH Smith from 2003 to 2013. Prior to this, Kate held roles as
Managing Director of Homebase and of Argos.
Kate holds a Bachelor of Science with honours in Business
Management from the University of Bradford and, in 2007, was
awarded an honorary doctorate from the University of Bradford.
Background and experience
Nickyl has significant e-commerce leadership experience, having
founded Finery, an online British womenswear brand in 2014 and
holding the role of Chief Executive Officer until 2017. Nickyl served
as the Chief Executive Officer of the e-commerce business, Rocket
Internet, a company that incubates and invests in internet and
technology companies globally, from 2012 to 2014.
Nickyl spent the early part of his career in financial services,
where he was Vice President at Goldman Sachs until 2010 and
then worked at Arrowgrass Capital Partners until 2012, leading
research and investments into global technology, media and
telecoms companies.
Nickyl holds an MBA from Harvard Business School and a
bachelor’s degree in Economics from Cambridge University.
Background and experience
Andy has extensive operational and financial leadership
experience in e-commerce, having previously held roles as Chief
Financial Officer of Wowcher, an online consumer business, from
2015 to 2018 and as Chief Financial Officer of The LateRooms
Group, an online travel agency, from 2012 until 2015. Prior to
that, he worked at Shop Direct Group (now The Very Group).
Andy spent his early career working in corporate finance with
professional service firm Deloitte and at HSBC’s investment
banking division.
Andy holds a Bachelor of Science with honours in Management
Sciences from the University of Manchester and has, since 2009,
been a Fellow of the ICAEW, having qualified as a Chartered
Accountant with KPMG in 1999.
Background and experience
David brings a breadth of experience in online, consumer-
facing businesses, together with core skills in finance. He was
Independent Non-Executive Director and Chair of the Audit
Committee of J Sainsbury from 2015 until July 2021. He was
formerly Group Finance Director of NEXT from 1991 to 2015
and Group Treasurer from 1986 to 1991. Previous management
experience also includes nine years in the United Kingdom and
overseas operations of multinational food manufacturer Nabisco
and, prior to that, seven years in the accountancy profession.
David is a member of the Association of Chartered Certified
Accountants and of the Association of Corporate Treasurers.
Current external appointments
Chair of IVC Evidensia, Chair of Parques Reunidos, Chair of Beijer
Ref, member of the Supervisory Board of Zooplus and Director of
England Hockey.
Current external appointments
None.
Current external appointments
None.
Current external appointments
Senior Independent Director and Chair of the Audit Committee
of Auto Trader Group.
Key
Audit Nomination Remuneration Chair
68
Moonpig Group plc | Annual Report and Accounts 2022
Board of Directors continued
Susan Hooper
Independent
Non-Executive Director
Niall Wass
Independent
Non-Executive Director
Susan joined the Board as an Independent Non-Executive
Director in January 2021. Susan is the Chair of the Remuneration
Committee, the Designated Non-Executive Director (“DNED”)
for workforce engagement and the Non-Executive Director
responsible for oversight of ESG matters.
Niall joined the Board as an Independent Non-Executive Director
in January 2021.
Simon has been a Director of the Group since 2016 and was
appointed as a Non-Executive Director in January 2021.
He serves as a Nominee Director, appointed under the
terms of the Relationship Agreement.
ShanMae joined the Board as an Independent Non-Executive
Director on 27 June 2022.
Background and experience
Susan has broad non-executive experience. She has a focus upon
ESG and is a founding Director of Chapter Zero, which promotes
corporate awareness of climate change.
Susan has previously been a Non-Executive Director and Chair
of the Remuneration Committee of Affinity Water and a Non-
Executive Director of Rank Group, Caresourcer, Wizz Air and
the Department for Exiting the European Union. Prior to this she
was Managing Director of British Gas Residential Services and
Chief Executive of Acromas Group’s travel division (including the
brands Saga and the AA). She has also held senior roles at Royal
Caribbean International, Avis Europe, PepsiCo International,
McKinsey & Co and Saatchi & Saatchi.
Susan holds bachelor’s and master’s degrees in International
Politics and Economics from the John Hopkins University.
Background and experience
Niall has deep experience in the online consumer business
space. He is a Partner at Atomico, an early and growth stage
venture capital fund, where he helps digital consumer portfolio
companies with their growth strategy and scaling. He previously
held the position of Chair and Independent Non-Executive
Director of Trouvo. Niall has spent over 15 years as CEO and COO
in early-stage tech-enabled consumer businesses. His most recent
operational role was as part of the Executive Team at Uber,
leading the international business into 50 countries.
Niall holds degrees in Economics from Oxford University
and Birmingham University and an MBA from INSEAD.
Background and experience
Simon Davidson is a Senior Partner at Exponent, where he
invests in the consumer sector. In addition to leading Exponent’s
investment into Moonpig in 2016, his other realised investments
at Exponent include the Ambassador Theatre Group and Quorn
Foods. Prior to joining Exponent in 2008, Simon worked at Apax
Partners and OC&C Strategy Consultants.
Simon holds an MBA from the Wharton School and a bachelor’s
degree in Politics, Philosophy and Economics from Oriel College,
Oxford.
Background and experience
ShanMae has extensive experience in driving growth with organic
and M&A strategies through executive and investor roles. She is
currently Chief Financial Officer at Third Bridge Group, a primary
research provider and expert network. Prior to that, she was
Chief Financial Officer and a Board Director at the Ambassador
Theatre Group.
She has over ten years of experience as a private equity and
venture capital investor at Providence Equity Partners and M/C
Venture Partners, focusing on consumer, media and technology
sectors. Prior to that, she held roles in strategy consulting and
investment banking at Bain & Company and Salomon Smith Barney.
ShanMae holds a Bachelor of Science degree in Accounting and
Finance from Boston College and an MBA from INSEAD.
Current external appointments
Non-Executive Director of W.A.G. Payment Solutions, Chair of
Tangle Teezer, Acting Chair of Carbon Gap and Non-Executive
Director of Uber Britannia. Director of Chapter Zero.
Current external appointments
Chair and Independent Non-Executive Director of World of
Books, Glovo, Vay.io and Vivino. Non-Executive Director (in his
capacity as a Partner at Atomico) at each of Koru Kids, Habito
and Jobandtalent.
Current external appointments
Senior Partner, Exponent. Non-Executive Director (in his capacity
as a Partner of Exponent) in Evergreen Garden Care, Gü,
Photobox, Vibrant Foods, Warp Snacks and Wowcher and
Director of the Unicorn Children’s Centre.
Current external appointments
Chief Financial Officer of Third Bridge Group and Director of
Opera Holland Park.
Financial statements
69
Strategic report Corporate governance
Simon Davidson
Non-Executive Director
ShanMae Teo
Independent
Non-Executive Director
Susan joined the Board as an Independent Non-Executive
Director in January 2021. Susan is the Chair of the Remuneration
Committee, the Designated Non-Executive Director (“DNED”)
for workforce engagement and the Non-Executive Director
responsible for oversight of ESG matters.
Niall joined the Board as an Independent Non-Executive Director
in January 2021.
Simon has been a Director of the Group since 2016 and was
appointed as a Non-Executive Director in January 2021.
He serves as a Nominee Director, appointed under the
terms of the Relationship Agreement.
ShanMae joined the Board as an Independent Non-Executive
Director on 27 June 2022.
Background and experience
Susan has broad non-executive experience. She has a focus upon
ESG and is a founding Director of Chapter Zero, which promotes
corporate awareness of climate change.
Susan has previously been a Non-Executive Director and Chair
of the Remuneration Committee of Affinity Water and a Non-
Executive Director of Rank Group, Caresourcer, Wizz Air and
the Department for Exiting the European Union. Prior to this she
was Managing Director of British Gas Residential Services and
Chief Executive of Acromas Group’s travel division (including the
brands Saga and the AA). She has also held senior roles at Royal
Caribbean International, Avis Europe, PepsiCo International,
McKinsey & Co and Saatchi & Saatchi.
Susan holds bachelor’s and master’s degrees in International
Politics and Economics from the John Hopkins University.
Background and experience
Niall has deep experience in the online consumer business
space. He is a Partner at Atomico, an early and growth stage
venture capital fund, where he helps digital consumer portfolio
companies with their growth strategy and scaling. He previously
held the position of Chair and Independent Non-Executive
Director of Trouvo. Niall has spent over 15 years as CEO and COO
in early-stage tech-enabled consumer businesses. His most recent
operational role was as part of the Executive Team at Uber,
leading the international business into 50 countries.
Niall holds degrees in Economics from Oxford University
and Birmingham University and an MBA from INSEAD.
Background and experience
Simon Davidson is a Senior Partner at Exponent, where he
invests in the consumer sector. In addition to leading Exponent’s
investment into Moonpig in 2016, his other realised investments
at Exponent include the Ambassador Theatre Group and Quorn
Foods. Prior to joining Exponent in 2008, Simon worked at Apax
Partners and OC&C Strategy Consultants.
Simon holds an MBA from the Wharton School and a bachelor’s
degree in Politics, Philosophy and Economics from Oriel College,
Oxford.
Background and experience
ShanMae has extensive experience in driving growth with organic
and M&A strategies through executive and investor roles. She is
currently Chief Financial Officer at Third Bridge Group, a primary
research provider and expert network. Prior to that, she was
Chief Financial Officer and a Board Director at the Ambassador
Theatre Group.
She has over ten years of experience as a private equity and
venture capital investor at Providence Equity Partners and M/C
Venture Partners, focusing on consumer, media and technology
sectors. Prior to that, she held roles in strategy consulting and
investment banking at Bain & Company and Salomon Smith Barney.
ShanMae holds a Bachelor of Science degree in Accounting and
Finance from Boston College and an MBA from INSEAD.
Current external appointments
Non-Executive Director of W.A.G. Payment Solutions, Chair of
Tangle Teezer, Acting Chair of Carbon Gap and Non-Executive
Director of Uber Britannia. Director of Chapter Zero.
Current external appointments
Chair and Independent Non-Executive Director of World of
Books, Glovo, Vay.io and Vivino. Non-Executive Director (in his
capacity as a Partner at Atomico) at each of Koru Kids, Habito
and Jobandtalent.
Current external appointments
Senior Partner, Exponent. Non-Executive Director (in his capacity
as a Partner of Exponent) in Evergreen Garden Care, Gü,
Photobox, Vibrant Foods, Warp Snacks and Wowcher and
Director of the Unicorn Children’s Centre.
Current external appointments
Chief Financial Officer of Third Bridge Group and Director of
Opera Holland Park.
Key
Audit Nomination Remuneration Chair
70
Moonpig Group plc | Annual Report and Accounts 2022
Chair’s corporate governance introduction
The Board is committed to
maintaining high standards
of corporate governance.
Board leadership and Company purpose See page 72
Division of responsibilities See page 74
Composition, succession and evaluation See page 76
Operation of the Board See page 78
Audit, risk and internal control See page 79
Remuneration See page 79
On behalf of the Board, I am pleased to present the Group’s
corporate governance statement for the year ended
30 April 2022.
The following report explains the key features of the Group’s
governance framework and how it complies with the UK
Corporate Governance Code 2018, which was published by the
Financial Reporting Council (“FRC”) in July 2018 (the “Code”).
Code compliance
The Board is committed to maintaining high standards
of corporate governance. We have a clear governance
structure, which ensures that the Board and the business
act responsibly in decision-making, risk management and
delivery of objectives. We have applied the principles of the
Code and complied with its provisions in full during the year.
Culture and purpose
The Board sets the tone and culture for the Group and the
expectations placed on its people. The Group has a clear
purpose, which focuses on creating better, more personal,
connections between people. It combines this with a dynamic
growth culture that emphasises high performance, employee
engagement and inclusion. During the year, the Group
worked with its employees to refresh our corporate values.
These are discussed in the corporate governance statement
on pages 72 to 73.
Board changes
During the year, the Group appointed Russell Reynolds to
advise on the process to appoint an additional Independent
Non-Executive Director. Further to that process, I am delighted
to welcome ShanMae Teo to the Board. She has extensive
experience in strategy, finance and M&A through executive and
investor roles. You can read more about ShanMae’s background
on page 69. In addition to sitting on the Board, she will join the
Audit, Nomination and Remuneration Committees.
Board diversity
Board appointments are based on merit with the objective of
ensuring an appropriate balance of skills and knowledge. During
the year, the Board approved a Diversity Policy, which is available
on the Group’s website at www.moonpig.group/investors, that
commits the Company to have at least 33% representation of
women on the Board by the time of the 2022 AGM. As at the
current date, the Board has 38% female representation.
We continue to meet the recommendations of the Parker
Review relating to ethnic minority representation on the Board.
Board evaluation
We undertook our first internal Board evaluation during the
year. The outcomes were discussed at our March 2022 Board
meeting and are summarised in the corporate governance
statement on page 77.
Stakeholder engagement
The success of the Group’s strategy is reliant on stakeholder
engagement. The Board considers the impact on
stakeholders in key decision-making discussions. A full
review of stakeholder engagement can be found in the
Strategic report on pages 26 to 27.
Annual General Meeting
Our 2021 AGM was held on 28 September 2021 at which
shareholders representing 74% of the Company’s issued share
capital voted. We were delighted to receive in excess of 94%
of votes cast in favour for all of our resolutions, including over
98% approval to reappoint all our Directors.
The 2022 AGM is scheduled to take place at 10:00am on
20September 2022 and will be held at The Goldsmiths’ Centre,
42 Britton Street, London EC1M 5AD. Details of the resolutions
and the business of the meeting are set out in the Notice of
Meeting. The Board encourages all shareholders to vote on the
resolutions whether or not they intend to attend the meeting.
Kate Swann
Non-Executive Chair
28 June 2022
Financial statements
71
Strategic report Corporate governance
Governance framework
The Board
Sets the Group’s purpose, values and strategy and satisfies itself that these are aligned
with culture.
Provides entrepreneurial leadership, promoting long-term sustainable success and
shareholder value creation.
Oversees the Group’s risk management processes and internal control environment.
Board
Committees
The Board delegates certain matters to its three permanent Committees, the terms of
reference of which are available at www.moonpig.group/investors.
Audit Committee
Reviews and reports to the Board on the Group’s financial reporting, internal control,
whistleblowing, internal audit and the independence and effectiveness of the
external auditors.
Audit Committee report Pages 80 to 87
Nomination
Committee
Reviews the structure, size and composition of the Board and its Committees and
makes recommendations to the Board. Reviews diversity, talent development and
succession planning.
Nomination Committee report Pages 88 to 91
Remuneration
Committee
Responsible for all elements of the remuneration of the Executive Directors, the Chair and the
Group Leadership Team. Also reviews workforce remuneration policies and practices.
Remuneration Committee report Pages 92 to 104
Group
Leadership Team
Supports the CEO in the development and delivery of strategy.
Responsible for day-to-day management of the Group’s operations.
To assist the Board in discharging its obligations relating to monitoring the existence of inside information and its disclosure,
the Group has a Disclosure Committee which is convened on an ad hoc basis as required. The committee has a quorum of
twoand its current members are Kate Swann, David Keens, Nickyl Raithatha and Andy MacKinnon.
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Moonpig Group plc | Annual Report and Accounts 2022
Board leadership and company purpose
Purpose, values and culture
The Board is responsible for setting the Group’s purpose, values and strategy and ensuring alignment with the Group’s culture.
Our purpose
Creating better, more personal, connections between people that care about each other.
Be Brave
When we see
opportunities, big or
small, we grab them.
Our strong judgement
and the knowledge that
others have our back
means we feel confident
to take risks. Being brave
comes in all shapes
and sizes; sometimes
it’s “just” speaking up or
giving a colleague some
feedback that you know
will help them grow.
It’s about challenging,
getting involved and
making yourself heard.
Raise the Bar
We take ownership,
deliver on our promises
and continuously strive
to raise the bar in
everything we do. We
don’t just meet our goals,
we exceed them - and
we’re always thinking five
steps ahead to figure out
how we can increase our
impact even further.
Keep it Simple
We always strive to
simplify both what we do
and how we do it. That
means that we focus on
the things that will have
the most impact, figure
out the simplest way to
deliver them and don’t
over-complicate things.
Think Team
We do what’s right to
help everyone thrive
not what feeds our
ego. We think beyond
the boundaries of our
immediate team and
call on others to make
magic happen across
teams. We have deep
levels of trust with one
another and share
information generously,
but never excessively. We
win together because
we think of the “we”
beforethe “I”.
Our strategy
To become the ultimate gifting companion to our customers.
This is reflected in an entrepreneurial, high-performance, growth-oriented culture with high inclusivity. Our culture is what
makes Moonpig Group a great place to work and attracts talent to the business. Our culture also sets our approach to
engaging with our stakeholders.
Corporate governance statement
This statement explains key features of
the Company’s governance framework
and how it complies with the UK
Corporate Governance Code 2018.
Financial statements
73
Strategic report Corporate governance
During the year, the Group undertook a project to re-
articulate our values, involving every employee through a
series of group discussions and an employee survey. We are
now working to embed these values in the business, including
mapping the stages of an employee’s career with the Group
with the intention that the new values will be used at each
stage from candidate attraction to employee recruitment,
onboarding, performance, development and retention.
The Board uses a variety of methods for monitoring the
Group’s culture, which include twice-annual employee
engagement survey results, KPI data including employee
turnover, vacancies and promotions, periodic reporting of
Customer NPS and any whistleblowing reports. The Board is
satisfied that policy, practices and behaviour throughout the
business are aligned with the Company’s purpose, values
and strategy.
As part of an open and transparent culture, the Board has
access not just to the GLT but to employees at all levels, and
make its own assessment of the culture from seeing employees
in Board presentations, one-on-one meetings and from
spending time in the Group’s open-plan working environment.
Several Non-Executive Directors attended the Group’s annual
Strategy Day, either as presenters or participants. In addition,
part of the role of the DNED for workforce engagement is
understanding how culture is manifested by the employee
population and bringing the views of employees back to
the Boardroom.
Workforce engagement
The Group has set a goal to reach an employee engagement
score of at least 72%. This goal is embedded in the Group’s
ESG strategy (see pages 30 to 31). On average, across the two
employee surveys that the Group carried out in FY22, 83% of
employees were proud to work for the Group. However, the
Group’s average overall employee engagement score for the
two surveys was below benchmark, at 65%, due to the very
competitive market for the recruitment of technology sector
talent across all functional areas.
Workforce engagement is primarily the responsibility of
the Executive Directors and GLT. From a governance
perspective, Susan Hooper has been appointed as the DNED
in accordance with the Code. During the year, we formalised
the purpose and responsibilities of the role in conjunction
with the DNED. We agreed a set of engagement pieces
that will be used in the year ahead, which include meeting
with employees and reviewing the output from employee
engagement surveys. The DNED commenced engagement
with the workforce through initial meetings with groups of
employees in the UK and the Netherlands, which will help in
the agenda formulation for the year ahead.
To ensure that the Board has good visibility of the key operations
of the business, members of the GLT attend Board meetings
regularly to provide updates on their specific areas of expertise
and the execution of the Group’s strategy. Non-Executive
Directors also interacted with employees at ad hoc sessions
during the year, including attendance at a diversity and
inclusion Q&A event and the employee Group Strategy Day.
Shareholder engagement
The Board has defined an investor relations programme
that aims to ensure that existing and potential investors
understand the Group’s strategy and business. The Board
maintains a clear understanding of the views of investors,
through the various methods set out in the stakeholder
engagement section of this report at pages 75 to 76.
The Executive Directors made formal presentations on the
half-year and full-year results (in July and December 2021
respectively), which were posted on the Group’s investor
relations website and made available to all existing and
potential shareholders. The results presentations were
followed by formal investor roadshows. There is an ongoing
programme of meetings with investors, fund managers and
analysts. These meetings cover a range of topics including
strategy, performance and ESG matters, with care taken to
ensure that any price-sensitive information is released to all
shareholders at the same time. Over 130 meetings were held
during the year.
The Chair is available for meetings with major shareholders
to discuss governance matters, performance against strategy
and any material changes.
The chair of the Remuneration Committee consulted with
shareholders in relation to our Remuneration Policy which was
approved at the 2021 AGM.
The Group held its first AGM in September 2021. All Directors
on the Board at that date attended the meeting, which was
held in person.
The Board is kept informed of the views and opinions of
shareholders and analysts. Directors receive regular updates
from the CEO and the CFO, as well as share register analyses
and market reports from the Company’s corporate brokers,
J.P.Morgan Cazenove.
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Moonpig Group plc | Annual Report and Accounts 2022
Division of responsibilities
There is a clear division between executive and non-executive responsibilities. The roles of Non-Executive Chair and CEO are
not held by the same person. The division of role responsibilities between the Non-Executive Chair and the CEO is set out in a
written statement that has been approved by the Board and is accessible at www.moonpig.group/investors.
Non-Executive
Chair
Leads the Board and is responsible for the overall effectiveness of Board governance.
Sets the Board’s agenda, with emphasis on strategy, performance and value creation.
Ensures good governance.
Shapes the culture of the Board, promoting openness and debate.
Ensures the Board receives the information necessary to fulfil their duties.
Chief Executive
Officer
Develops strategies, plans and objectives for proposing to the Board.
Runs the Group on a day-to-day basis and implements the Board’s decisions.
Leads the organisation to ensure the delivery of the strategy agreed by the Board.
Chief Financial
Officer
Provides strategic financial leadership of the Group, runs the finance function and works
alongside the CEO in the day-to-day running of the Group.
Has operational responsibility for risk management, including climate-related risk
management.
Responsible for investor relations.
Senior
Independent
Director
Acts as a sounding board for the Non-Executive Chair.
Available to shareholders if they require contact both generally and when the normal
channels of Non-Executive Chair, CEO or CFO are not appropriate.
Leads the annual appraisal of the Non-Executive Chair’s performance and the search
foranew Chair, when necessary.
Non-Executive
Directors
Demonstrated independence and impartiality (other than the Nominee Director).
Bring experience and special expertise to the Board.
Constructively challenge the Executive Directors.
Monitor the delivery of the strategy within the risk and control framework set by the Board.
Monitor the integrity and effectiveness of the Group’s financial reporting, internal controls
andrisk management systems.
Company
Secretary
Responsible for advising the Board and assisting the Non-Executive Chair in all corporate
governance matters.
Corporate governance statement continued
Financial statements
75
Strategic report Corporate governance
The Board’s Approach to Section 172
The Code requires the Board to understand the views of the Company’s key stakeholders and describe how their interests
and the matters set out in section 172 of the Companies Act 2006 (the “Act”), have been considered in Board discussions and
decision-making.
The Board’s approach during FY22 to the matters set out in section 172 of the Act is summarised below. Our key stakeholder
groups, the interests of these key stakeholders and the Board’s approach to considering these interests are set out in the
Strategic report on pages 26 to 27.
Section 172(1) of the Companies Act 2006 The Board’s approach
(a) Long-term decision-making
The Board maintains oversight of the
Group’s performance, and reserves
to itself specific matters for approval,
including the strategic direction of
the Group, M&A activity and entering
material contracts above set thresholds.
Agreed the Group’s strategy, which is set out on pages 20 to 25 of this Report.
Reviewed the Group’s risk management framework (see pages 56 to 57) and
considered the Group’s principal risks (see pages 57 to 61).
Approved the Group’s three-year plan at the February 2022 Board meeting.
Approved the Group’s FY23 annual budget at the April 2022 Board meeting.
(b) Interests of employees
The success of the Group depends upon
a highly skilled and motivated workforce
and an entrepreneurial and innovative
culture, set within structures that provide
fairness for all.
Reviewed the Group’s ESG strategy, which includes goals focused on
increasing the representation of women and ethnic minorities in our
leadership and raising employee engagement (see pages 30 to 31).
Approved an all-employee award under the Group’s Sharesave Plan.
Received an update from the DNED on workforce engagement activities.
Received an update on the results of employee engagement surveys.
Approved that the Group should pay all UK and Guernsey employees the UK
Real Living Wage (as published by the Living Wage Foundation) with effect
from 1 May 2022.
(c) Fostering business relationships with
suppliers, customers and others
The Group works with a significant
number and variety of customers,
suppliers, providers and other third
parties. It is of great importance
that relations with those parties are
appropriate.
Received presentations on specific business areas from members of the GLT.
In each case, discussion includes the impact of the Group’s activities upon
Customers, suppliers and partners.
Reviewed the Customer NPS; part of the ESG strategy to achieve a score of at
least 70%.
Considered and approved the Group’s Modern Slavery Statement and a new
Supplier Code of Conduct.
(d) Impact of operations on the
community and the environment
The Group seeks to ensure that it
provides a positive contribution to the
communities in which it operates and to
the environment.
Reviewed the Group’s delivery to date against its ESG strategy, which includes
goals focused on community and environmental impact. The Board approved
updates to the ESG strategy (see pages 30 to 31).
Received an update on the Moonpig Group Foundation.
Approved charitable donations by the Group in FY22 totalling £81,000 (FY21:
£678,000). This is in addition to amounts donated by the Moonpig Group
Foundation, a separate body, as set out in the ESG Section at page 31.
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Moonpig Group plc | Annual Report and Accounts 2022
Section 172(1) of the Companies Act 2006 The Board’s approach
(e) Maintaining high standards of
business conduct
The Board sets the Group’s purpose,
values and strategy and satisfies itself
that these are aligned with the Group’s
culture. It oversees the Group’s risk
management processes and internal
control environment.
Operates a comprehensive corporate governance framework, which is
summarised on page 71.
Complied in full with the Code throughout the year.
Approved a range of policies and procedures which promote corporate
responsibility and ethical behaviour.
The Company’s external lawyers provided all Directors with a training update
on legal, regulatory and governance topics. Training needs were assessed as
part of the Board’s first annual evaluation.
Received regular corporate governance updates.
Received an update on culture and values.
(f) Acting fairly between members
The Board aims to understand the views
of shareholders and to always act in
theirbest interests.
Spent considerable time engaging with the Group’s shareholders.
Engaged with shareholders through the Chair, Senior Independent Director,
Committee Chairs, CEO and CFO as appropriate.
Attended the 2021 AGM (excluding ShanMae Teo who had not joined the
Board at that date); all Directors plan to attend the 2022 AGM.
A Relationship Agreement has been entered into with Exponent to ensure that
the Company is capable at all times of carrying on its business independently
of its former controlling shareholder and its associates, further details of which
are set out below.
Composition, succession and evaluation
Board composition
The Board comprises eight Directors: The Non-Executive Chair (who the Board considers to be independent on appointment),
two Executive Directors, four Independent Non-Executive Directors and one Non-Executive Director (the “Nominee Director”).
The Company regards each of the Independent Non-Executive Directors (i.e. excluding the Nominee Director) as
“independent” within the meaning of the Code and free from any business or other relationship that could materially interfere
with the exercise of their independent judgement. Accordingly, the Company complies with the Code recommendation that at
least half the Board, excluding the Chair, should be independent.
The Nomination Committee reviews the independence of the Non-Executive Directors annually and has confirmed to the
Board that it considers each of the Non-Executive Directors to be independent and the Non-Executive Chair to have been
independent on appointment, in accordance with the Code and as explained in the last Annual Report and Accounts.
The Relationship Agreement
The Company and Exponent Private Equity Partners III (SPV), LP (“Exponent”) have entered into a relationship agreement (the
“Relationship Agreement”) to ensure that the Company is capable at all times of carrying on its business independently of its
former controlling shareholder and its associates.
Under the Relationship Agreement, Exponent has a right to nominate one Non-Executive Director to the Board whilst its
and its associates’ shareholding in the Company are greater than or equal to 10%. As at the date of this Report, Exponent’s
shareholding in the Company is 12.0%. The Nominee Director is not considered to be independent within the meaning of the
Code. Exponent appointed one Nominee Director at Admission, being Simon Davidson.
Whilst Exponent and its associates’ shareholding in the Company was greater than or equal to 20%, Exponent additionally
had the right under the Relationship Agreement either to appoint a second Non-Executive Director, or to appoint an observer
to attend meetings of the Board, the Nomination Committee and the Remuneration Committee in a non-voting observer
capacity. David McGovern of Exponent acted as observer from Admission until October 2021, after which Exponent ceased to
have the right to appoint an observer as its shareholding fell below the 20% threshold.
Corporate governance statement continued
Financial statements
77
Strategic report Corporate governance
Board and Committee membership
The membership of the Committees of the Board and attendance at scheduled Board and Committee meetings for FY22 are
set out in the table below:
Attendance at meetings during FY22
Name
1,2
Date of
appointment
to the Board
3
Board
meetings
Audit
Committee
meetings
Remuneration
Committee
meetings
Nomination
Committee
meetings
Kate Swann 10/01/2021 9/9 N/A 3/3 2/2
Nickyl Raithatha 23/12/2020 9/9 N/A N/A N/A
Andy MacKinnon 23/12/2020 9/9 N/A N/A N/A
David Keens 10/01/2021 9/9 4/4 3/3 2/2
Niall Wass 10/01/2021 9/9 4/4 3/3 2/2
Susan Hooper 10/01/2021 9/9 4/4 3/3 2/2
Simon Davidson 10/01/2021 8/9
4
N/A N/A N/A
1 The composition of the Board and its Committees is shown as at 30 April 2022. ShanMae Teo was appointed to the Board and the Audit, Nomination and Remuneration
Committees at the conclusion of the Board meeting on 27 June 2022.
2 The Disclosure Committee has been omitted from the above table as it meets only on an ad hoc basis, rather than on a scheduled basis.
3 The following Board members previously served as Directors of the predecessor ultimate holding company, Kate Swann (since 23 October 2019), Nickyl Raithatha
(since 12 September 2019), Andy MacKinnon (since 12 September 2019) and Simon Davidson (since 5 October 2015).
4 Simon Davidson was not able to attend the Board meeting held on 31 March 2022. He received the meeting pack in advance of the meeting for review and consideration.
Ad hoc conference calls and Committee meetings were also convened to deal with specific matters which required attention
between scheduled meetings.
Board appointments
There were no changes to the membership of the Board during the year. A successful external search process has led to the
appointment of ShanMae Teo as an additional Independent Non-Executive Director, as set out in the Nomination Committee
report on page 90.
Board evaluation
During the year the Board completed its first internally facilitated review of the Board, its Committees and the Directors.
The review was carried out by the Company Secretary and the Senior Independent Director. The review took the form of an
online questionnaire that was completed by the Directors. The questions covered strategy, purpose and culture, the Board’s
role and composition, Board effectiveness, risk management, accountability, relationships with stakeholders, behaviours
of the Board as a whole and of the individual Directors and the operation of each of the Board’s Committees. The Senior
Independent Director then conducted individual interviews with each of the Directors, excluding the Chair, to assess the
Chair’s performance and that of the Board as a whole. Following those interviews the Senior Independent Director provided
feedback to the Chair on her performance. The questionnaire and interview responses were collated on an unattributed basis
and a summary presented to the Board for discussion.
Overall, the results showed that the Board and its Committees operate well despite being only recently constituted. Most
review areas were scored as either good or excellent, with consistency in scoring and commentary between individual
submissions. Opportunities identified for further development related to succession planning and workforce engagement,
reflecting the fact that the Board has been in the process of scaling its activities in these areas during the relatively short time
period since the IPO.
A further internal Board and Committee evaluation will be conducted in FY23. The Board intends that the evaluation process
in FY24 will be conducted by a third party, thereby complying with Code guidance that an externally facilitated evaluation
takes place at least every three years.
78
Moonpig Group plc | Annual Report and Accounts 2022
Corporate governance statement continued
Operation of the Board
Board activities in FY22
The Board makes decisions in order to ensure the long-term success of the Group whilst taking into consideration the interests
of wider stakeholders as required under section 172 of the Act. Board meetings are one of the mechanisms through which the
Board discharges this duty. Further information about the Board’s approach to section 172 is set out earlier in this section and
further information on stakeholder engagement is included on pages 26 to 27.
The following table sets out some of the Board’s key activities during FY22:
Strategy and operations
Held the first Board strategy
review day.
Approved the construction of
new leased operations facilities
in the UK and in the Netherlands.
Reviewed strategic and
operational performance.
Reviewed due diligence on
and the business case for the
proposed acquisition of Buyagift.
People and culture
Commenced the search
process to hire an additional
Independent Non-Executive
Director.
Reviewed the approach to
workforce engagement and
approved DNED terms of
reference.
Received feedback from
employee engagement surveys.
Approved the Board Diversity
Policy.
Considered the Group’s culture
and values.
Financial
Reviewed trading updates
andfinancial performance
against budget.
Approved the FY23 annual
budget and three-year plan.
Approved the Group’s September
2021 and February 2022 Trading
Update announcements.
Approved audited financial
statements for the year ended
30April 2021.
Governance
Reviewed the Group’s
compliance with the UK
Corporate Governance Code.
Agreed the annual programme
of business for the Board and
each of the Committees.
Undertook an evaluation of
theBoard, its Committees and
the Chair’s performance.
Reviewed the Committees’
Termsof Reference.
Reviewed the internal systems
ofcontrol.
Risk management
Reviewed principal and
emerging risks.
Assessed the potential impact
ofthe political situation in
Eastern Europe.
Reviewed the Group’s inaugural
exercise to identify, assess and
manage climate-related risks
and opportunities in accordance
with the TCFD framework.
Investors and other stakeholders
Received reports and updates
oninvestor relations activities.
Reviewed the Group’s ESG
strategy and progress to
dateindelivery against it.
Advice for Directors
All Directors have the right to have any concerns about the operation of the Board recorded in the minutes. All Directors may
seek independent professional advice in connection with their roles as Directors at the expense of the Company and have
access to the advice and services of the Company Secretary.
Election and re-election
The Company’s Articles of Association (“Articles”) specify that a Director appointed by the Board must stand for election at the
first AGM after such appointment and at each AGM thereafter every Director shall retire from office and seek re-election by
shareholders. This is in line with the Code, which recommends that Directors should be subject to annual re-election. ShanMae
Teo, who was appointed on 27 June 2022, will stand for election at the Company’s forthcoming 2022 AGM. All other Directors
will offer themselves for re-election at the 2022 AGM.
Financial statements
79
Strategic report Corporate governance
Appointment, removal and tenure
The rules relating to the appointment and removal of Directors are set out in the Company’s Articles.
Non-Executive Directors are appointed for a term of three years, subject to earlier termination, including provision for early
termination by either the Company or by the individual on three months’ notice. All Non-Executive Directors serve on the basis
of letters of appointment, which are available for inspection at the Company’s registered office and at the AGM.
All Non-Executive Directors are required to devote sufficient time to meet their Board responsibilities and demonstrate
commitment to their role. The time commitment of each Non-Executive Director was considered prior to their appointment to
determine that it was appropriate. The letters of appointment for each Non-Executive Director specify the time commitment
expected of them and contain an undertaking that they will have sufficient time to meet the expectations of their role.
The Board considers new external appointments in advance to determine that there is no conflict of interest and that the
Director would continue to have sufficient time to devote to his or her role with the Group. During the year, Susan Hooper
was appointed as a director of WAG Payment Solutions, a listed business. The Board considered this and permitted the
appointment, taking into account that she also stepped down from the Board of Rank Group during the year. No other Director
was appointed or proposed for appointment to the Board of another listed business during the year.
Conflicts of interest
In accordance with the Company’s Articles, the Board has a formal system in place for Directors to declare conflicts of interest
and for such conflicts to be considered for authorisation.
Any external appointments or other significant commitments of the
Directors require the prior approval of the Board. None of the Executive Directors have any external directorships as at the
date of this report. The Board is comfortable that external appointments of the Chair and the Independent Non-Executive
Directors do not create any conflict of interest and do not adversely affect the time that any Director devotes to the Company
and believes that this experience enhances the capability of the Board.
Audit, risk and internal control
The Board accepts responsibility for determining the nature and extent of the significant risks it is willing to take in achieving
its strategic objectives and monitors and reviews the effectiveness of the Company’s risk management and internal control
systems. Further details can be found in the Audit Committee report and in the risk management section of the Strategic report.
On 31 March 2022 the Audit Committee completed its annual reassessment of risk management and internal control systems
and this was considered and approved by the Board.
Remuneration
The annual Remuneration report describes the policies and practices in place to ensure that the Group’s leadership is
motivated to deliver long-term sustainable growth. The work of the Remuneration Committee is set out later in this Governance
section on pages 92 to 104.
Kate Swann
Chair
28 June 2022
80
Moonpig Group plc | Annual Report and Accounts 2022
The Audit Committee has monitored the Groups
embedding of a robust environment for internal control,
risk management and financial reporting.
David Keens
Chair of the Audit Committee
Overview
The Audit Committee (“Committee”) comprises three
Independent Non-Executive Directors.
David Keens is considered by the Board to have recent and
relevant financial and accounting experience. All members
have relevant commercial and operating experience.
Four meetings were held during the year.
The CEO and CFO, other Directors, members of
management, the internal auditors and the external
auditors attend the meetings by invitation.
The Committee members meet for private discussions with
the external auditors and the internal auditors.
Main Committee activities during FY22
Oversaw and scrutinised the preparation of the financial
statements for the year ended 30 April 2021.
Oversaw and approved the trading updates given
throughout FY22.
Approved the audit plan and fee for the year ended 30
April 2022.
Discussed key areas of financial judgement, including
capitalised development costs.
Oversaw the implementation of disclosures in accordance
with the TCFD framework and ensured that climate-related
disclosures were appropriately included within the Annual
Report and Accounts and reviewed by the external auditors.
Reviewed the effectiveness of PricewaterhouseCoopers LLP
as external auditors.
Approved the internal audit plan and oversaw the progress
of the internal auditors in H2 FY22.
Assisted the Board in its review of the effectiveness of the
Group’s internal control and risk management systems.
Reviewed the Group’s evaluation of principal risks and
uncertainties, including emerging risks.
Reviewed the Committee’s performance since Admission, its
composition and Terms of Reference.
Reviewed the Group’s whistleblowing procedures and
made appropriate recommendations to the Board.
Committee focus areas for FY23
Oversee and scrutinise the preparation of the financial
statements for the year ended 30 April 2022.
Discuss key areas of financial judgement and estimates
used by management.
Assist the Board in its review of the effectiveness of the
Group’s internal control and risk management systems.
Review and monitor the principal risks identified by
management and ensure continued appropriate mitigation.
Review the performance of the external auditors.
Assess the internal auditors and monitor the progress of their
internal audit plan.
Committee member
Meetings
attended
David Keens (Chair of the Committee and Senior
Independent NED) 4/4
Susan Hooper (Independent NED) 4/4
Niall Wass (Independent NED) 4/4
For more information on the Committee’s Terms of Reference visit www.moonpig.group/investors.
Audit Committee report
Financial statements
81
Strategic report Corporate governance
Dear shareholders,
I am pleased to present the Group’s Audit Committee report. This report provides a summary of the Committee’s role and
activities for the year ended 30 April 2022 and sets out the work that the Committee has performed in respect of this Annual
Report.
During FY22, the Committee comprised three Independent Non-Executive Directors: David Keens, Niall Wass and Susan
Hooper. ShanMae Teo joined the Committee following her appointment on 27 June 2022. David Keens fulfils the requirement
for a committee member to have recent and relevant financial experience and all members (and therefore the Committee as a
whole) have relevant commercial and operational experience. The biographies of each member of the Committee are set out
on pages 66 to 69.
The Committee’s Terms of Reference include monitoring the integrity of the Group’s financial reporting; effectiveness of the
internal control and risk management framework; internal audit; and the independence and effectiveness of external audit.
The internal audit function is outsourced to KPMG LLP, who provide the Group with specialist expertise in delivering a
risk-based rolling review programme. KPMG LLP has attended all Committee meetings held subsequent to its appointment
(comprising three of the four meetings held during the year).
The Group’s external auditors, PricewaterhouseCoopers LLP, attended all four Committee meetings held during the year.
The CEO, CFO and other Directors and members of management attended by invitation. Both the external auditors and the
internal auditors will continue to regularly attend future meetings.
The Committee has reviewed the content in the Annual Report and considers that it explains the Group’s strategic objectives
and is fair, balanced and understandable.
Whilst this Audit Committee report contains some of the matters addressed during the year, it should be read in conjunction
with the external auditors’ report starting on page 110 and the Moonpig Group plc financial statements in general.
At the 2022 AGM, shareholders will vote on the Board’s recommendation to reappoint PricewaterhouseCoopers LLP as the
Group’s external auditors. During the year, the Committee performed a review of the external auditors’ performance and
concluded that the external auditors remained effective.
David Keens
Chair of the Audit Committee
28 June 2022
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Moonpig Group plc | Annual Report and Accounts 2022
Audit Committee report continued
Financial reporting
The primary role of the Committee in relation to financial reporting is to review and monitor the integrity of the financial
statements, including annual and half-year reports and any other formal announcement relating to the Group’s financial
performance.
In the preparation of the Group’s FY22 financial statements, the Committee assessed the accounting principles and policies
adopted and whether management had made appropriate estimates and judgements.
In doing so, the Committee discussed management reports and enquired into judgements made. The Committee reviewed
the reports prepared by the external auditors on the FY22 Annual Report.
The Committee, together with management, identified significant areas of financial statement risk and judgement as
described below.
Description of significant area Audit Committee action
Revenue recognition
Revenue recognition for the Group’s revenue streams
is not complex. However, this is an area of focus due to
the large volume of transactions and as revenue is the
largest figure in the income statement.
The Committee reviewed the assumptions and disclosure around
revenue recognition made by management.
Focus was placed upon revenue cut-off for cards sent by regulated
postal service. These impact deferred revenue balances, as
revenue is recognised at the point of delivery to the customer (or
gifting recipient, where applicable).
The Committee was satisfied with the explanations provided and
conclusions reached in relation to revenue recognition.
Capitalised development costs
The amount of employee costs that the Group
capitalises as internally generated intangible assets is
significant and continues to rise over time as the Group
invests progressively more in technology headcount
to accelerate the creation of new revenue-generating
functionality.
The Group makes estimates and assumptions when
assessing whether development costs incurred meets the
criteria for capitalisation under IAS 38 Intangible Assets.
The Committee reviewed the Group’s capitalisation policies and
considered the procedures and controls in place relating to the
capitalisation of software engineers’ time.
The Committee reviewed the procedures and controls in place
relating to assessing the carrying values and remaining useful
economic lives of intangible assets capitalised in previous periods.
The Committee confirmed that there has been no capitalisation of
costs associated with the implementation of cloud-based third-
party software services.
The Committee is satisfied that the accounting for capitalised
internally generated intangible assets is appropriate and in
accordance with accounting standards.
Financial statements
83
Strategic report Corporate governance
Description of significant area Audit Committee action
Alternative Performance Measures
The Directors have included reference to certain
Alternative Performance Measures (“APMs”) within the
Annual Report, including Adjusted EBITDA. The Directors
consider that these provide useful financial information
in addition to those provided under IFRS.
The Committee considered the disclosures around APMs to satisfy
itself that these are appropriate, including:
Whether definitions are clear.
Whether there is a clear reconciliation to IFRS measures.
Use of “Adjusted” as the principal description for APMs in
preference for terms such as “non-recurring” or “one-off”.
Ensuring balanced prominence of APMs and IFRS measures
taken across the Annual Report as a whole.
Going concern and viability statement
The Directors must satisfy themselves as to the Group’s
viability and confirm that they have a reasonable
expectation that it will continue to operate and meet
its liabilities as they fall due. The period over which the
Directors have determined it is appropriate to assess the
prospects of the Group has been defined as three years.
In addition, the Directors must consider if the going
concern assumption is appropriate.
The Committee reviewed management’s schedules supporting the
going concern assessment and viability statements. These included
the Group’s medium-term plan and cash flow forecasts for the
period to April 2025. The Committee discussed with management
the appropriateness of the three-year period and discussed the
correlation with the Group’s principal risks and uncertainties as
disclosed on pages 58 to 61.
The feasibility of mitigating actions and the potential speed of
implementation to achieve any flexibility required were discussed.
Scenarios covering events that could adversely impact the Group
were considered as well as reviewing these scenarios under
conditions where the proposed acquisition of Buyagift does and
does not complete. The Committee evaluated the conclusions
over going concern and viability and the proposed disclosures
in the financial statements and satisfied itself that the financial
statements appropriately reflect the conclusions.
For additional detail, please refer to the external auditors’ report
and the Strategic report contained in this Annual Report.
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Moonpig Group plc | Annual Report and Accounts 2022
Fair, balanced and understandable
At the request of the Board, the Committee has reviewed the content of the FY22 Annual Report and considered whether,
taken as a whole, in its opinion it is fair, balanced and understandable and provides the information necessary for
shareholders to assess the Company’s position, performance, business model and strategy. The Committee was provided with
an early draft of the Annual Report and provided feedback on areas where further clarity or information was required in order
to provide a complete picture of the Group’s performance. The final draft was presented to the Committee for review before
being recommended for approval by the Board. When forming its opinion, the Committee reflected on discussions held during
the year and reports received from the internal auditors and external auditors and considered the following:
Key considerations
Is the report fair? Is a complete picture presented and has any sensitive material been omitted that should have
been included?
Are key messages in the narrative aligned with the KPIs and are they reflected in the financial reporting?
Are the revenue streams described in the narrative consistent with those used for financial
reporting in the financial statements?
Is the report
balanced?
Is there a good level of consistency between the reports in the front and the reporting in the back
of the Annual Report?
Do you get the same messages when reading the front end and the back end independently?
Is there an appropriate balance between statutory and adjusted measures and are any
adjustments explained clearly with appropriate prominence?
Are the key judgements referred to in the narrative reporting and significant issues reported in
the Report of the Audit Committee consistent with disclosures of key estimation uncertainties and
critical judgements set out in the financial statements?
How do these compare with the risks that PricewaterhouseCoopers LLP include in their report?
Is the report
understandable?
Is there a clear and cohesive framework for the Annual Report?
Are the important messages highlighted and appropriately themed throughout the document?
Is the report written in accessible language and are the messages clearly drawn out?
Following the Committee’s review, the Directors confirm that, in their opinion, the FY22 Annual Report, taken as a whole, is
fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position,
performance, business model and strategy.
Risk management and internal control
The Committee’s responsibilities include assisting the Board in its oversight of risk management within the Group. This includes:
Advising the Board on the overall risk appetite, tolerance, strategy and culture.
Overseeing and advising the Board on the current risk exposures and future risk strategy.
Overseeing and advising the Board on the risks related to climate change and transition to a low-carbon economy, in
accordance with TCFD.
Overseeing compliance with relevant legal and regulatory requirements.
Reviewing annually the effectiveness of the Group’s internal control framework.
Reviewing reports from the external auditors on any issues identified in the course of their work, including any internal
control reports received on control weaknesses and ensuring that there are appropriate responses from management; and
Reviewing reports from the Group’s outsourced internal audit function and ensuring recommendations are implemented
where appropriate.
Audit Committee report continued
Financial statements
85
Strategic report Corporate governance
The Group has internal controls and risk management systems in place in relation to its financial reporting processes and
preparation of consolidated accounts in line with the FRC’s latest release guidance. These systems include policies and
procedures to ensure that adequate accounting records are maintained and that transactions are recorded accurately
and fairly to permit the preparation of financial statements in accordance with IFRS. No significant failings of weaknesses
were identified in the year. These systems have been in place throughout the financial year and up to the date of this
report. Management, with the support of internal audit, ensure systems are maintained and appropriate enhancements are
introduced in a timely manner.
The internal control systems include the elements described below.
Element Approach and basis for assurance
Risk management Whilst risk management is a matter for the Board as a whole, the day-to-day management of the
Group’s key risks resides with the GLT and is documented in a risk register. A review and update of
the risk register is undertaken twice a year and reviewed by the Board. The management of identified
risks is delegated to the GLT and regular updates are given to executive management at monthly
meetings.
Financial reporting Group consolidation is performed on a monthly basis with a month-end pack produced that includes
an income statement, balance sheet, cash flow and detailed analysis. The month-end pack also
includes KPIs, which are reviewed each month by the GLT and the Board. Results are compared
against the budget, or the latest quarterly-performed forecast and narrative is provided
by management to explain significant variances.
Budgeting and
reforecasting
An annual budget is produced and monthly results are reported against this. Forecasts are also
produced on a quarterly basis to identify management’s latest expectations for how the Group will
perform over the balance of the year versus the original budget. The budget is prepared using a
bottom-up approach, informed by a high-level assessment of market and economic conditions.
Reviews are performed by the GLT, the Executive Directors and by the Board. The budget is approved
by the Board.
Delegation of
authority and
approval limits
A documented structure of delegated authorities and approval for transactions is maintained outside
the Schedule of Matters Reserved to the Board. This is reviewed regularly by management to ensure it
remains appropriate for the business.
Segregation
of duties
Procedures are defined to segregate duties over significant transactions, including procurement,
payments to suppliers and payroll. Key reconciliations are prepared and reviewed on a monthly basis
to ensure accurate reporting.
Internal audit
During FY21 the Committee appointed KPMG LLP as the Group’s outsourced internal audit function. They are accountable to
the Committee and use a risk-based approach to provide independent assurance over the adequacy and effectiveness of the
control environment. An internal audit plan was approved by the Committee and work commenced during the second half
of FY22 with a review of the Group’s data privacy posture. The Committee has reviewed the internal auditors’ findings and
assessed the Group’s implementation of their recommendations.
The Committee has met with representatives from KPMG LLP without management present and with management without
representatives of KPMG LLP present, to ensure that there were no issues in the relationship between management and the
internal auditors which it should address. There were none.
The planned scope of the FY23 internal audit programme covers a range of financial and operational processes and controls,
focusing on specific risk areas. The Committee will continue to review KPMG LLP’s performance annually as internal auditors.
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Moonpig Group plc | Annual Report and Accounts 2022
External auditors
The Committee reviewed PricewaterhouseCoopers LLP’s findings in respect of the audit of the financial statements for the year
ended 30 April 2022.
One of the Committee’s roles is to oversee the relationship with the external auditors, PricewaterhouseCoopers LLP and to
evaluate the effectiveness of the service provided and their ongoing independence. To this end:
The Committee performed a review of the effectiveness of the external audit process. This was performed formally by
following the methodology of a third-party assessment tool. In addition, the Committee considered the quality of the
annual audit plan, received an update from management on the actions agreed with the audit team at the post-audit
debrief meeting and considered the quality of its own interaction with the audit partner. The Committee’s review included
consideration of how the auditors challenged management assumptions where necessary and demonstrated professional
scepticism in relation to judgements and estimates used by management; this was achieved, inter alia, through discussion
with PricewaterhouseCoopers LLP regarding the key findings set out in their Audit Committee report in relation to the FY22
audit, including key areas of judgement and critical estimates. In addition, the Committee reviewed the latest annual FRC
Audit Quality Inspection and Supervision Report and reviewed PricewaterhouseCoopers LLP’s own 2021 Transparency
Report. The review concluded that the external auditors remained effective.
The Committee met with representatives from PricewaterhouseCoopers LLP without management present and with
management without representatives of PricewaterhouseCoopers LLP present, to ensure that there were no issues in the
relationship between management and the external auditors which it should address. There were none.
The year ended 30 April 2022 is the second year for which Christopher Richmond will sign the auditors’ report as Senior
Statutory Auditor. The Committee Chair made enquiries with PricewaterhouseCoopers LLP senior management as to the
performance of Christopher Richmond within PricewaterhouseCoopers LLP. The Committee has reviewed and is satisfied
with, the independence of PricewaterhouseCoopers LLP as the external auditors. The Committee reviewed an assessment
performed by management and agreed with the conclusion that no independence issues exist. The Committee ensures
that all non-audit related services are provided in accordance with the approved policy in order to ensure auditor
independence and objectivity are safeguarded. This policy is consistent with the FRC’s Revised Ethical Standard 2019
for auditors.
Non-audit services provided by the external auditors
The external auditors are primarily engaged to carry out statutory audit work. There may be other services where the external
auditors are considered to be the most suitable supplier by reference to their skills and experience. A policy is in place for
the provision of non-audit services by the external auditor, to ensure that the provision of such services does not impair the
external auditors’ independence or objectivity and will be assessed in line with FRC Ethical and Auditing Standards.
Service Policy
Audit-related services
For example, the review of interim
financial statements, compliance
certificates and reports to regulators.
The half-year review, an assurance-related non-audit service, is approved as
part of the Committee’s approval of the external audit plan.
The report confirming the proper extraction of the numbers used in the annual
compliance certificate (which the Group prepares in accordance with the
requirements of its Senior Facilities Agreement), and the Dutch postal services
compliance certificate, both assurance-related non-audit services, are approved
as part of the Committee’s approval of the external audit plan.
All permitted non-audit services require approval in advance by either the Audit
Committee Chair, the Audit Committee, or the Board, subject to the cap of 70% of
the fees paid for the audit in the last three consecutive financial years.
Permissible services
Permissible services are detailed in the
FRC’s whitelist of Permitted Audit-Related
and Non-Audit Services. Any Audit-
Related Service or Non-Audit Related
Service which is not on the list cannot be
provided by the external auditors.
Permissible in accordance with FRC Revised Ethical Standard 2019.
Audit Committee report continued
Financial statements
87
Strategic report Corporate governance
During the year, PricewaterhouseCoopers LLP charged the Group £775,000 in relation to audit-related assurance services,
of which £80,000 was for the FY22 half-year review and the remaining £27,000 for other assurance services which are
permissible in accordance with FRC Ethical and Auditing Standards. There were no non-audit related services provided during
the year.
The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender
Processes and Audit Committee Responsibilities) Order 2014 (“the Order”)
PricewaterhouseCoopers LLP was first appointed as statutory auditors of the Company in January 2021, following
incorporation. PricewaterhouseCoopers LLP has continuously audited Moonpig.com Limited and its Former Ultimate Parent
Undertaking since (and including) the year ended 30 April 2017.
The Company became a FTSE 350 company in June 2021 and is required this year to comply with the Order for the first time.
The Company confirms its compliance with the Order and confirms that it intends to tender the external audit at a minimum
every ten years. The Company will therefore put the external audit to tender no later than the audit for the year ended 30 April
2026. Any recommendation by the Committee in relation to the appointment or reappointment of statutory auditors will take
account of the statutory auditors’ skills, experience and performance and the value-for-money offered.
David Keens
Chair of the Audit Committee
28 June 2022
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Moonpig Group plc | Annual Report and Accounts 2022
“In its first full year of operation, the
Nomination Committee has made good progress
across the full range of its responsibilities.
Kate Swann
Chair of the Nomination Committee
Overview
The Nomination Committee (“Committee”) comprises
the Chair of the Board and three Independent Non-
Executive Directors.
All members have relevant commercial and operating
experience.
Two meetings were held during the year.
Meetings are attended by the CEO and other relevant
attendees by invitation.
Main Committee activities during FY22
Performed the first evaluation of the Board.
Undertook an evaluation of the skills of the Board.
Undertook the first annual review of the composition
of the Board and Committees.
Reviewed the effectiveness of the Committee as part
of the Board evaluation.
Approved Committee Terms of Reference.
Succession planning for the Board and the GLT.
Instructed Russell Reynolds to perform a search for an
additional Independent Non-Executive Director.
Committee focus areas for FY23
Increase Board representation of women to at least
33% by the date of the 2022 AGM.
Perform the annual evaluation of the Board.
Act on the findings of the Board evaluation carried out
in FY22.
Undertake the annual review of the composition
of the Board Committees to ensure they remain
appropriately equipped to promote the success of the
Company and its stakeholders.
Continue to review succession planning for the Board
and GLT.
Committee member
Meetings
attended
Kate Swann (Chair of the Committee and
Non-Executive Chair of the Board) 2/2
David Keens (Senior Independent NED) 2/2
Susan Hooper (Independent NED) 2/2
Niall Wass (Independent NED) 2/2
For more information on the Committee’s Terms of Reference visit www.moonpig.group/investors.
Nomination Committee report
Financial statements
89
Strategic report Corporate governance
Chair
13%
Male
62%
White
75%
Independent
Non-Executive
50%
Non-Executive
Director
12%
Female
38%
25%
88%
Executive
Directors
25%
Diverse ethnicity
1-2 Years
3
5
1
2
1
4
2
6
7
1
April 2022: 14%
April 2021: 14%
April 2022: 29%
April 2021: 29%
April 2022: 71%
April 2021: 71%
April 2022: 86%
April 2021: 86%
April 2022: 43%
April 2021: 43%
April 2022: 14%
April 2021: 14%
April 2022: 29%
April 2021: 29%
April 2022: 14%
April 2021: 14%
April 2022: 100%
April 2021: Nil
12%
<1 Year
April 2022: Nil
April 2021: 100%
Dear shareholders,
I am pleased to present the Nomination Committee report
for the year ended 30 April 2022. This was the Committee’s
inaugural year of operation, with the first Committee
meeting following IPO held in July 2021. During the year, the
Committee has made good progress across the full range of
its responsibilities.
During FY22, the Committee comprised Kate Swann (Chair of
the Committee and Non-Executive Chair of the Board) and
three Independent Non-Executive Directors: David Keens,
Niall Wass and Susan Hooper. ShanMae Teo joined the
Committee following her appointment on 27 June 2022. The
biographies of each member of the Committee are set out on
pages 66 to 69.
The Committee’s Terms of Reference include regular review
of the structure, size and composition (including the skills,
knowledge, experience and diversity) of the Board and its
Committees, leading the process for new appointments to
the Board, ensuring orderly succession planning to both the
Board and GLT positions, supporting the development of a
representative pipeline for succession and ensuring that there
is a rigorous annual evaluation of the performance of the
Board, its Committees, the Chair and individual Directors. The
Committee meets at least twice eachyear.
Diversity and inclusivity
The Committee regards breadth of Board representation as
a key area of focus as it believes that diversity is important for
Board effectiveness and business competitive advantage. The
Board considers that diversity encompasses a broad range
of factors, such as gender, ethnicity, physical abilities, sexual
orientation, education and socioeconomic background,
nationality, country or cultural background, together with
diversity of skills, background, knowledge and experience.
During FY22, the Committee approved a Board Diversity
Policy which adopted a target for at least 33% representation
of women on the Board and commits the Company to
meeting this target by the time of the 2022 AGM. As set out
on the following page, a search process was conducted to
appoint an additional Independent Non-Executive Director.
The Group notes the revised targets set out by the FTSE
Women Leaders Review in February 2022 for a minimum 40%
women’s representation on the Board by the end of 2025 and
for at least one senior Board position to be held by a woman
by the end of 2025. At the date of this report, the Board has
38% female representation and meets the second of these
requirements by virtue of having a woman as the Chair.
The Board Diversity Policy also adopts the recommendations
of the Parker Review, committing that the Board should
include one or more Directors from a diverse ethnic
background (as defined by the Parker Review) by 2024.
TheCompany currently meets this target as two Directors
arefrom a diverse ethnic background.
Independence
2
(%)
Gender (%)
Ethnicity
3
(%)
Tenure – Non-Executive Directors
4
(%)
Board composition
1
Notes
1 The composition of the Board is shown as at the date of this report.
Comparatives are shown both for April 2022 and April 2021.
2 The Chair of the Board was considered by the Board to be
independent on appointment.
3 Diverse ethnicity, as defined by the Parker Review.
4 Kate Swann served as a Director of the predecessor ultimate holding
company from 23 October 2019. Simon Davidson served as a Director
of the predecessor ultimate holding company from 5 October 2015.
90
Moonpig Group plc | Annual Report and Accounts 2022
The Committee wants to see increased breadth of representation within the leadership pipeline below Board level. The
Group’s ESG Strategy (pages 30 to 31) commits the Group to maintaining the combined representation of women and ethnic
minorities in the Group’s Extended Leadership Team (comprising the Executive Directors, the GLT and its direct reports who
are also part of the Extended Leadership Team) at around 50%. As at 30 April 2022, the figure stood at 53% (April 2021: 44%).
Disaggregated disclosure of female representation and ethnic minority representation is set out in the ESG section on page 43.
When considering Board appointments and hiring or promoting to leadership positions, the Group intends to continue to take
account of its diversity targets, while seeking to ensure that each post is offered on merit against objective criteria to the best
available candidate.
Succession planning
The Committee aims to actively manage leadership succession and has therefore developed a succession planning process
for the Board and GLT. On an annual basis, the Committee reviews succession plans, based on a CEO update on senior
management succession planning and the Group’s talent development programme. The Committee has ensured that there
are plans in place for short and medium-term succession for the Board and GLT.
Appointments to the Board
In March 2022, the Group appointed Russell Reynolds to advise on the process to appoint an additional Independent Non-
Executive Director. The search process concentrated on independence, diversity and ensuring a combination of skills to
complement those of the existing members of the Board. Russell Reynolds is accredited for the FTSE 350 category of the
Enhanced Voluntary Code of Conduct for Executive Search Firms, which specifically acknowledges those firms with a strong track
record in and promotion of gender representation. Russell Reynolds has no other connection with the Company or any individual
Director. The Committee, having reviewed and discussed a long list of candidates prepared by Russell Reynolds against the
above criteria, agreed a shortlist of candidates. Following interviews with a number of candidates, ShanMae Teo was selected
as the preferred candidate and she joined the Board on 27 June 2022. She will stand for election at the 2022 AGM.
Skills evaluation
The Board is satisfied that it has the appropriate range of skills, experience, independence and knowledge of the Group to
enable it to effectively discharge its duties and responsibilities. The matrix below details some of the key skills and experience that
the Board has identified as valuable to the effective oversight of the Group and execution of its strategy (as at 30 April 2022):
Nomination Committee report continued
Skill No. of Directors
Digital technology 6
Digital marketing 6
Retail/consumer business 7
Financial 7
Governance and risk 6
Listed company experience 3
M&A 6
Strategy development and implementation 7
Change management 7
ESG (inc. climate-related matters) 5
Financial statements
91
Strategic report Corporate governance
Training
For any new appointment to the Board, the Non-Executive Chair, working with the Company Secretary, will ensure that there
is a thorough and detailed induction programme. The Group’s external lawyers will be asked to provide training in respect of
Directors’ legal, regulatory and governance duties, responsibilities and obligations. Any newly appointed Director will also be
invited to participate in a range of meetings with members of the GLT to familiarise themselves with the business, its strategy
and goals. Details of ShanMae Teo’s induction will be described in next year’s Annual Report.
Board meetings generally include one or more presentations from senior management on areas of strategic focus. Specific
business-related presentations are given to the Board by senior management and external advisors when appropriate.
A regulatory update is a standing item at Board meetings and an annual Legal and Regulatory Update is provided by the
Group’s external lawyers. All Directors are required to complete our annual compliance training modules covering a range of
subjects including anti-bribery and anti-corruption, anti-money laundering, data protection and anti-modern slavery. Additional
training is available on request, where appropriate, so that Directors can update their skills and knowledge as applicable.
Board evaluation
During the year, the Committee undertook an internal Board evaluation. This evaluation will be used as a baseline measure
for future years and is described in detail on page 77 within the corporate governance statement. The Committee intends to
comply with the Code recommendation that an externally facilitated evaluation should take place every three years.
Election and re-election of Directors
In accordance with the Code, all Directors will offer themselves for election or re-election by shareholders at the AGM. Both
the Committee and the Board are satisfied that all Directors continue to be effective in and demonstrate commitment to, their
respective roles on the Board and that each makes a valuable contribution to the leadership of the Company. As ShanMae Teo
joined the Board on 27 June 2022, she will stand for election at the 2022 AGM.
The Board therefore recommends that shareholders approve the resolutions to be proposed at the 2022 AGM relating to the
election and re-election of the Directors.
Kate Swann
Chair of the Nomination Committee
28 June 2022
Moonpig Group plc | Annual Report and Accounts 2022
92
“The Groups remuneration arrangements comply
with best practice and align with the long-term
interests of shareholders.
Susan Hooper
Chair of the Remuneration Committee
Overview
The Remuneration Committee (“Committee”) comprises
three Independent Non-Executive Directors and the Non-
Executive Chair of the Board.
All members have relevant commercial and operating
experience.
The Chair of the Committee has previous experience serving
on and chairing the remuneration committees of other listed
businesses.
Three Committee meetings were held in FY22.
The CEO, the CFO and the Group’s independent
remuneration consultants attended Committee meetings for
certain agenda items by invitation.
No individual takes part in any decision in relation to his or
her own remuneration.
Main Committee activities during FY22
Consideration of feedback from investors and proxy
agencies from the 2021 AGM.
Review of pay and employment conditions for the wider
workforce.
Review of market and governance updates and impact on
the Company.
Determination of FY22 bonus outcomes.
Approved the FY23 LTIP policy.
Approval of FY23 bonus weightings, targets and measures
applicable for the Executive Directors and Group
Leadership Team (which operates similarly to that of the
wider workforce).
Launch of a SAYE Scheme open to all employees.
Committee focus areas for FY23
Review ongoing implementation of the Directors’
Remuneration Policy (the “Policy”) to ensure that it operates
as intended.
Approve FY23 LTIP grants.
Monitor developments in best practice.
Committee member
Meetings
attended
Susan Hooper (Chair of the Committee and
Independent NED) 3/3
Kate Swann (Non-Executive Chair of the Board) 3/3
David Keens (Senior Independent NED) 3/3
Niall Wass (Independent NED) 3/3
Advisors
The Committee appointed FIT Remuneration Consultants
LLP (“FIT”) as their independent advisor at IPO following a
competitive tender process. FIT advised on all aspects of the
Policy and practice and reviewed remuneration structures
against corporate governance requirements. FIT is a member
of the Remuneration Consultants’ Group and complies with its
Code of Conduct which sets out guidelines to ensure that its
advice is independent and free of undue influence. FIT carries
out no other work for the Group. During the year FIT was paid
fees of £25,000. The Committee is satisfied that the advice
provided by FIT is objective.
The Directors’ Remuneration report that follows has been
prepared in accordance with the Listing Rules, the Large and
Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008 (as amended) and the Companies Act 2006.
For more information on the Committee’s Terms of Reference visit www.moonpig.group/investors.
Directors’ Remuneration report
Financial statements
93
Strategic report Corporate governance
Dear shareholders,
On behalf of the Board, I am pleased to present the Directors’
Remuneration report for the financial year ended 30 April 2022.
The Directors’ Remuneration report comprises three sections:
This statement, being my annual report on the activities of
the Committee during the year.
The Annual Report on Remuneration, which explains how
the Directors have been rewarded in the financial year
(and how we intend to operate our Policy for FY23) and
will be subject to an advisory vote at the 2022 AGM.
A summary of the Policy which was approved by
shareholders in a binding vote at the 2021 AGM and is
provided for information. The full Policy is available on
www.moonpig.group/investors.
Committee composition
During FY22, the Committee comprised three Independent
Non-Executive Directors, namely Susan Hooper (Chair of
the Committee), David Keens and Niall Wass, together with
the Group’s Non-Executive Chair Kate Swann. ShanMae Teo
joined the Committee following her appointment on 27 June
2022. The biographies of each of the Committee members are
set out on pages 66 to 69.
Context of remuneration
The Group’s employees are critical to the development of
the business and it is an important component of the Group’s
remuneration approach that they can share in the success of
the business. In FY22, the Group launched a SAYE Scheme in
which all eligible employees were invited to participate and
48% of the UK workforce chose to do so. This followed the
all-employee grant of share awards at Admission under the
Share Incentive Plan, which allowed all eligible employees
to receive a free share award equal to between £500 and
£1,500, based on the share price at IPO.
The Committee is made aware of pay and employment
conditions of the Group and is mindful of this when making
decisions on executive pay. It is also responsible for reviewing
wider all-employee pay. From 1 May 2022, the Group will pay
all its employees in the UK and Guernsey at least the UK Real
Living Wage as published by the Living Wage Foundation.
In the Netherlands we pay at or above the legal minimum
wage (Minimumloon).
The Executive Director remuneration structure is aligned
with the pay structure of the all-employee population and
many of the components are the same. The Executive annual
bonus scheme is also similar to that for all employees and the
financial targets are aligned. Employees are updated on how
bonuses are tracked each half-year in line with our external
reporting timetable at “All Hands” meetings of the Group,
where they have the opportunity to engage and ask questions.
Consistent with the prior year, the Group’s remuneration
arrangements were not impacted by Covid-19 and the
business made no recourse to UK Government support.
Performance and reward for FY22
The annual bonus measures and targets were set at the start
of FY22 and comprised:
Financial measures: revenue (30% weighting) and
Adjusted EBITDA (50% weighting); and
ESG measures: Group Customer NPS (10%weighting),
Group employee engagement score (5%weighting)
and the implementation of sustainable sourcing for
paper and card (5% weighting).
The financial targets were set on a stretching basis. To reflect
the uncertainty regarding the impact of emergence from
lockdown, the Committee decided, on a one-off basis, to set
an asymmetric range for the FY22 financial targets, with the
“Maximum” being set further from “Target” than “Threshold”.
The Committee believes that the FY22 targets were no less
stretching than those set in the past.
During FY22 the Group significantly outperformed its
financial targets. For the ESG measures, performance was
close to or above “Maximum” for both Customer NPS and
the implementation of sustainably sourced paper and card.
However, in a very competitive market for the recruitment of
technology sector talent across all functional areas, the Group
did not meet its target for Group employee engagement
score, hence the bonus outcome for this element is zero.
The resulting bonus represented 94.5% (£822,150) and 94.5%
(£531,563) of the maximum opportunity for the CEO and
CFO respectively. The Committee believes that the formulaic
outcomes of the bonus calculation are appropriate in light of
Group and individual performance delivered in the year and so
it has not applied discretion. In line with the Policy, 33% of the
bonus will be deferred into shares which vest after three years.
No long-term incentives were due to vest in relation to the
performance period ended 30 April 2022.
Moonpig Group plc | Annual Report and Accounts 2022
94
Implementing the Policy for FY23
The base salaries for the Executive Directors were set at IPO and were not increased during FY22. For FY23 there will be an
increase of 3.0% which is below the average employee pay increase across the Group’s wider workforce of 8.6% for FY23
(of which 6.3% was effective at the end of the financial year, with the remainder relating to mid-year inflationary salary
increases, being brought forward in view of the current competitive market for technology roles).
Bonus arrangements will operate in line with the Policy, by which the maximum will be 150% of salary, with 33% subject to
deferral. The bonus will be assessed against a combination of revenue, Adjusted EBITDA and ESG metrics which are set
out on page 97.
LTIP awards are due to be granted in FY23 in line with the Policy limits at 200% of salary for the CEO and 150% of salary for the
CFO. Where scaling back is applied, the Committee intends to normally apply this at grant rather than at vesting. The Group’s
performance since the IPO has been outstanding, it has consistently over-delivered against its financial KPIs and it has raised
earnings guidance on five occasions. Notwithstanding this, the two Executive Directors are conscious that the share price has
fallen materially since IPO and that a grant calculated using the current share price would result in their grants being made
over a larger number of shares than originally envisaged. Accordingly, they have volunteered, on a one-time basis, to the
number of shares over which the grants are made, being reduced by 15%, from 200% to 170.0% for the CEO and from 150% to
127.5% for the CFO. The awards will be subject to Total Shareholder Return (“TSR”) and Adjusted EPS performance conditions,
as set out on page 95.
Conclusion
FY22 was a year of great progress in which the Group delivered outstanding performance, including on an underlying basis
before the impact of lockdown restrictions. The Committee therefore considers the reward outturns for the Executive Directors to
be appropriate without the exercise of any discretion.
We are pleased with the support we have received from shareholders with over 99% approval both for our Policy and for the
annual Remuneration report at last year’s AGM. I look forward to engaging with shareholders at the 2022 AGM where I will be
available to answer any questions. I would welcome any feedback or comments on the Directors’ Remuneration report more
generally and can be reached through the Company Secretary.
Susan Hooper
Chair of the Remuneration Committee
28 June 2022
Directors’ Remuneration report continued
Financial statements
95
Strategic report Corporate governance
Annual Remuneration report
Implementation of Policy for FY23
Component of Policy Implementation for FY23
Base salaries CEO: £597,400 (3.0% increase)
CFO: £386,250 (3.0% increase)
The base salaries for Executive Directors have been increased by 3.0%. Across the Group, the
average pay increase for FY23 is 8.6% (of which 6.3% was effective at the end of the financial
year, with the remainder relating to mid-year inflationary salary increases brought forward in
view of the current competitive market for technology roles).
Benefits and pension Pension contribution of 5% of salary, paid via payroll. No changes to benefit provisions.
Annual bonus Maximum 150% of salary (target bonus is 50% of maximum).
Subject to the following performance conditions:
Revenue – 30% weighting.
Adjusted EBITDA 50% weighting.
ESG measures 20% weighting, which will consist of three equally weighted sub-measures
relating to Customer NPS, employee engagement and a climate-related environmental
target.
Consistent with market practice, the target ranges are currently commercially sensitive and will
be reported next year.
LTIP Policy award levels of 200% and 150% to be reduced to 170.0% and 127.5% respectively at the
request of the CEO and CFO in FY23.
Awards will be subject to the following conditions:
50% of the Award: relative TSR, comparing the Company’s share price for the three-month
average to 30 April 2025, versus the constituents of the FTSE 250 (excluding investment trusts)
over the same period. 25% of this component will vest at median rising on a straight-line
basis to 100% at upper quartile; and
50% of the Award: Adjusted Basic Pre-Tax EPS for the year ending April 2025. 25% of
this component will vest at 19p rising on a straight-line basis to 100% at 20.4p. Following
completion of the proposed acquisition of Buyagift, the Committee will consider whether this
range should be adjusted to ensure that it remains equally demanding, taking into account
both the impact of the proposed acquisition and the expected net financing costs which will
be incurred.
Non-Executive
Directors’ fees
Chair fee: £236,900
Non-Executive Director base fee: £61,800
Senior Independent Director: £10,300
Audit and Remuneration Committee Chairs: £10,300
Workforce Engagement Lead: £5,150
Each fee component for the Chair and Non-Executive Directors has been increased by 3.0%.
In addition, a Senior Independent Director fee will be paid for FY23.
Moonpig Group plc | Annual Report and Accounts 2022
96
Single total figure of remuneration (audited)
The table below shows the total remuneration for the financial year ended 30 April 2022. The comparative information is
provided from the period from Incorporation to 30 April 2021, although the full 2021 annual bonus including the period before
Incorporation is shown, on the basis that it includes accrual for the period from Incorporation to the end of the financial year.
For the year ended 30 April 2022
Nickyl
Raithatha
Andy
MacKinnon
Kate
Swann
David
Keens
Susan
Hooper
Niall
Wass
Simon
Davidson
Fixed pay Base salary/fees £580,000 £375,000 £230,000 £70,000 £75,000 £60,000 £60,000
Benefits £2,700 £2,700 £0 £0 £0 £0 £0
Pension £29,000 £18,750 £0 £0 £0 £0 £0
Total fixed pay £611,700 £396,450 £230,000 £70,000 £75,000 £60,000 £60,000
Variable pay Annual bonus £822,150 £531,563 £0 £0 £0 £0 £0
LTIP £0 £0 £0 £0 £0 £0 £0
Total variable pay £822,150 £531,563 £0 £0 £0 £0 £0
Other
SAYE £4,756 £4,756 £0 £0 £0 £0 £0
Total other pay £4,756 £4,756 £0 £0 £0 £0 £0
Total remuneration £1,438,606 £932,769 £230,000 £70,000 £75,000 £60,000 £60,000
For the period from Incorporation to 30 April 2021
Nickyl
Raithatha
Andy
MacKinnon
Kate
Swann
David
Keens
Susan
Hooper
Niall
Wass
Simon
Davidson
Fixed pay Base salary/fees £195,006 £123,657 £78,697 £22,885 £24,519 £19,615 £19,615
Benefits £1,193 £1,193 £0 £0 £0 £0 £0
Pension £10,428 £6,908 £0 £0 £0 £0 £0
Total fixed pay £206,627 £131,758 £78,697 £22,885 £24,519 £19,615 £19,615
Variable pay Annual bonus £661,878 £232,830 £0 £0 £0 £0 £0
LTIP £0 £0 £0 £0 £0 £0 £0
Total variable pay £661,878 £232,830 £0 £0 £0 £0 £0
Other
SIP £1,151 £767 £0 £0 £0 £0 £0
Total other pay £1,151 £767 £0 £0 £0 £0 £0
Total remuneration £869,656 £365,355 £78,697 £22,885
1
£24,519
1
£19,615
1
£19,615
1
1 Remuneration covers the period from appointment.
Notes to single total figure of remuneration table
Base salary (audited)
At Admission the annual base salaries for the CEO and CFO were £580,000 and £375,000 respectively and there was no
change for FY22.
Benefits (audited)
Benefits consisted of life insurance, private medical insurance and dental insurance.
During FY22 Executive Directors were eligible to participate in the SAYE scheme (FY21: SIP). The value of the SAYE shown is
calculated as the number of shares awarded multiplied by the inherent value on the date of grant (the market price less the
exercise price).
Pension (audited)
The Executive Directors each receive pension benefits equivalent to 5% of salary (unchanged from FY21 for the period from
IPO). No Executive Director has a prospective entitlement to a defined benefit pension.
Directors’ Remuneration report continued
Financial statements
97
Strategic report Corporate governance
Annual bonus (audited)
The maximum bonus opportunities for FY22 were 150% of salary for each of the CEO and the CFO (unchanged from FY21 for
the period from IPO). The annual bonus was based on the achievement of Group financial targets and a set of specific and
quantifiable strategic objectives. Performance targets and actual outturn are set out below:
Performance measure Weighting Threshold Target Maximum
Actual FY22
achievement
Bonus
outcome
(% of total
bonus)
Financial measures:
Revenue 30% £240.2m £252.8m £270.5m £304.3m 30%
Adjusted EBITDA 50% £58.9m £62.0m £68.2m £74.9m 50%
ESG measures:
Group Customer NPS 10% 67.0 68.0 69.0 71.2 10%
Group employee engagement score 5% 70% 72% 74% 65% 0%
100% sustainably sourced paper and card 5% 80% 90% 100% 98% 4.5%
Total 100% 94.5%
The performance targets were set at the start of the year based on internal budgets, external forecasts and a broader view
of the macroeconomic environment. The financial targets were set on a stretching basis. To reflect uncertainty regarding the
impact of emergence from lockdown, the Committee decided, on a one-off basis, to set an asymmetric range for the FY22
financial targets, with the “Maximum” being further from “Target” than “Threshold”. The Committee believes that the FY22
targets were no less stretching than those set in the past.
During FY22 the Group significantly outperformed its financial targets. For the ESG measures, performance was close to or
above “Maximum” for both Customer NPS and the implementation of sustainably sourced paper and card. However, in a very
competitive market for the recruitment of technology sector talent across all functional areas, the Group did not meet its target
for Group employee engagement score, hence the bonus outcome for this element is zero.
The resulting bonus represented 94.5% (£822,150) and 94.5% (£531,563) of the maximum opportunity for the CEO and CFO
respectively. The Committee believes that the formulaic outcomes of the bonus calculation are appropriate in light of Group
and individual performance delivered in the year and so it has not applied discretion.
Payment of these bonuses will be made in July 2022 with two-thirds payable in cash and the remainder deferred into shares for
three years; the deferred share element is not subject to any further performance conditions other than continued service (but
may be subject to malus and clawback).
Awards granted in the year (audited)
LTIP
The Group’s first LTIP awards were made shortly prior to IPO, given the proximity to the end of FY21. No LTIP awards were
made in FY22.
Deferred Share Bonus Plan (“DSBP”)
As set out in last year’s report, conditional share awards were granted under the Deferred Share Bonus Plan to
Executive Directors for the deferred element (33%) of their FY21 annual bonuses. The table below shows the details of
DSBP awards granted.
Date of grant
Face value of DSBP
award on grant
1
Price per share
2
Number of shares
subject to DSBP award
Nickyl Raithatha 6 August 2021 £218,420 £3.818 57,2 08
Andy MacKinnon 6 August 2021 £76,837 £3.818 20,125
1 Equates to 33% deferral of FY21 bonus.
2 Calculated by using the three-day average share price from 28 to 30 July 2021.
DSBP awards vest after three years, subject to continued service only (but may be subject to malus and clawback).
Moonpig Group plc | Annual Report and Accounts 2022
98
Total shareholder return
£
40
55
70
85
100
115
130
145
160
29/04/202201/02/202201/11/202102/08/202103/05/202101/02/2021
Moonpig Group plc
FTSE 250 (ex. Investment Trusts)
SAYE
In FY22, the Group launched a SAYE Scheme in which all eligible employees were invited to participate, including the
Executive Directors. The table below shows the details of the SAYE options granted to the Executive Directors.
Date of grant
Number
of options
granted
Nickyl Raithatha 3 September 2021 5,960
Andy MacKinnon 3 September 2021 5,960
Share interests and incentives as at 30 April 2022 (audited)
Shares owned
outright
Subject to
continued
employment
Options
unvested and
subject to
performance
conditions
Options
vested but not
exercised SIP
Total shares
available
Shareholding
as a % of
salary
Shareholding
requirement
met
Executive Directors
Nickyl Raithatha 2,834,000 1,233,168 1,520,714 428 5,588,310 1,344% Yes
Andy MacKinnon 117,000 546,085 5 57,14 3 285 1,220,513 336% Yes
Non-Executive Directors
Kate Swann 2,466,562 2,466,562 N/A N/A
David Keens 57,143 57,14 3 N/A N/A
Niall Wass 75,498 75,498 N/A N/A
Susan Hooper 14,286 14,286 N/A N/A
Simon Davidson
1
N/A N/A
1 This represents direct interests held in Moonpig Group plc. Simon Davidson holds indirect interests in Moonpig Group plc as he is a connected person to Exponent, which
held 57,704,968 shares in Moonpig Group plc as at 30 April 2022.
The shareholding as a percentage of salary relates to those shares and awards not subject to ongoing performance
conditions. The share price used is £1.93 being the closing price as at 30 April 2022.
Awards subject to performance conditions include LTIP awards granted at IPO and pre-IPO awards which were set out in
last year’s Committee report. In summary, the LTIP awards are subject to relative TSR (50% weighting) and adjusted pre-tax
EPS (50% weighting) with performance periods which run to 30 April 2024. The pre-IPO awards are subject to revenue (50%
weighting) and Adjusted EBITDA (50% weighting) with performance periods which run to 30 April 2023 and will be payable
half in cash and half in shares.
Since the 30 April 2022 and to the date of this Annual Report and Accounts, there have been no changes in the shareholdings
shown in the table above to the Directors who were in office at 30 April 2022. ShanMae Teo was appointed to the Board on 27
June 2022 and as at the date of her appointment and the date of this Report holds 45,156 shares in the Company.
Performance graph against FTSE 250
The following chart shows the value of £100 invested in the Company (at the IPO price of £3.50) compared with the value of
£100 invested in the FTSE 250 Index, in both cases for FY22. The FTSE 250 Index (excluding Investment Trusts) provides the most
appropriate and widely recognised index for benchmarking the Company’s corporate performance.
Directors’ Remuneration report continued
Financial statements
99
Strategic report Corporate governance
CEO remuneration
The table below sets out the CEO’s single figure of total remuneration per annum together with the percentage of maximum
annual bonus awarded over the same period.
FY22 FY21
Total remuneration £1,438,606 £869,656
Annual bonus as % of max. 94.5% 100.0%
Shares vesting as % of max. N/A N/A
Percentage change in Directors’ remuneration
% change in
salary
(2022/2021)
% change in
benefits
(2022/2021)
% change in
annual bonus
(2022/2021)
Nickyl Raithatha 197% 126% 24%
Andy MacKinnon 203% 126% 128%
Kate Swann 192% N/A N/A
David Keens 214% N/A N/A
Susan Hooper 206% N/A N/A
Niall Wass 206% N/A N/A
Simon Davidson 206% N/A N/A
Average of UK employees 199% 99.2% (2.5%)
FY21 was a transition year for the Group, as it moved from being a private to a listed company. The percentage changes set
out above are the result of comparing twelve months in FY22 to only the period from incorporation in FY21.
CEO pay ratio
Financial year
Calculation
methodology Element P25 P50 P75 CEO
FY22 Option A Total remuneration ratio 25.1:1 17.5:1 12.9:1
Value £ 57,370 82,145 111,114 1,438,606
Salary ratio 13.2:1 9.3:1 6.8:1
Value £ 44,033 62,334 85,000 580,000
FY21 Option A Total remuneration ratio 45.0:1 27.8:1 17.2:1
Value £ 19,321 31,248 50,572 869,656
Salary ratio 15.3:1 9.7:1 6.8:1
Value £ 12,782 20,199 28,621 195,006
The Company has used Option A as the method of calculating the above ratios and calculated the pay and benefits of all UK
employees on a full-time equivalent basis as this is felt to be the most statistically accurate way of calculating the ratio. The
Group has used pay data as of 30 April 2022 to determine the ratios seen in the above table. We have endeavoured to ensure
that relevant comparisons are made on a consistent basis. The FY21 figures cover the period from Incorporation to 30 April
2021, consistent with the single total figure of remuneration.
The movements in ratios are considered to be reflective of the movement to a full-year measurement in FY22 (as opposed to
the transition from private to a listed company in FY21). The future movement in the ratio is considered by the Remuneration
Committee as appropriate, noting that volatility in the headline number is expected over the next few years as legacy items
and incentive pay outcomes for the CEO are more variable.
Relative importance of spend on pay
The table below illustrates the year-on-year change in total remuneration as per Note 7 to the Financial Statements compared
to the change in shareholder returns, which would include capital returns, dividends and share buybacks.
£’000 FY22 FY21 % Change
Employee costs £38,477 £52,654 (26.90)%
Distribution to shareholders £0 £0
Moonpig Group plc | Annual Report and Accounts 2022
100
Payments for loss of office and/or payments to former Directors (audited)
No payments for loss of office, nor payments to former Directors were made during FY22.
Dilution limits
It is the Company’s current intention to use newly issued shares to satisfy awards made under all executive and employee
share schemes. The Company’s share plans comply with the IA guidance on dilution limits and the position as at 30 April 2022
was:
Limit of 5% in any ten years under all executive share plans Actual 0.73%
Limit of 10% in any ten years under all share plans Actual 1.41%
Statement of shareholding voting
The binding resolution on the Policy was passed at the 2021 AGM. The advisory vote on the Directors’ Remuneration report was
also received sufficient shareholder support at the 2021 AGM. The table below shows votes cast by shareholders:
Remuneration Policy (2021 AGM) Remuneration report (2021 AGM)
Votes % Votes %
Votes in favour 252,769,145 99.37% 252,815,325 99.72%
Votes against 1, 6 07, 273 0.63% 712,870 0.28%
Total votes 254,376,418 100.00% 253,528,195 100.00%
Votes withheld 500 848,723
Executive Directors’ service contracts
The service contracts for Nickyl Raithatha and Andy MacKinnon provide for an equal notice period from the Group and the
Executive of a maximum 12 months’ notice and any contracts for newly appointed Executive Directors will provide for equal
notice in the future. The date of each service contract is set out in the table below:
Date of service contract
Nickyl Raithatha 10 January 2021
Andy MacKinnon 10 January 2021
Non-Executive Directors’ terms of appointment
The Non-Executive Directors do not have service contracts with the Company but instead have letters of appointment. The
date of appointment and the most recent reappointment and the length of service for each Non-Executive Director are shown
in the table below:
Date of appointment Date of reappointment
Length of
service as at
2022 AGM
Kate Swann 10 January 2021 28 September 2021 20 months
David Keens 10 January 2021 28 September 2021 20 months
Niall Wass 10 January 2021 28 September 2021 20 months
Susan Hooper 10 January 2021 28 September 2021 20 months
Simon Davidson 10 January 2021 28 September 2021 20 months
ShanMae Teo 27 June 2022 N/A 2 months
Directors’ Remuneration report continued
Financial statements
101
Strategic report Corporate governance
Remuneration Policy
This Policy (on pages 68 to 77 of last year’s Annual Report) was approved by shareholders at the 2021 AGM. The Committee
intends that the Policy will operate for three years from the 2021 AGM. The Policy was designed to meet the required objectives
of the Code: Clarity; Simplicity; Risk; Predictability; Proportionality and Alignment to culture. This section provides a summary
of the approved Policy, a full copy of which, including further detail on the objectives of the Policy, is available at
www.moonpig.group/investors.
Remuneration Policy for Executive Directors
The following table summarises each element of the Policy for the Executive Directors, setting out how each element operates
and links to the corporate strategy.
Base salary
Purpose To recruit and retain high-calibre Executive Directors.
Recognise knowledge, skills and experience as well as reflect the scope and size of the role.
Operation Normally reviewed annually, with any changes usually effective from 1 May. An out-of-cycle review
may be conducted if the Committee determines it is appropriate.
When setting base salaries, the Committee takes into account a number of factors including (but not
limited to) skills and experience of the individual, the size, scope and complexity of the role, salary
increases across the Group as well as salary levels for comparable roles in other similarly sized
companies.
Maximum potential
value
There is no maximum salary level.
Salary increases are normally considered in relation to the wider salary increases across the Group.
Above workforce increases may be necessary in certain circumstances such as when there has been
a change in role or responsibility or where an Executive Director has been appointed to the Board
on an initial salary which is lower than the desired market positioning.
The current base salaries for the Executive Directors are set out on page 95.
Performance
metrics
Individual performance, as well as the performance of the Group, is taken into consideration as part
of the annual review process.
Pension
Purpose To provide cost-effective retirement benefits.
Operation The Executive Directors each currently receive a cash allowance in lieu of pension contribution.
Pension allowances are normally paid monthly and are not bonusable.
Maximum potential
value
The cash allowances in lieu of pension contributions are capped at the rate of the wider workforce
(currently 5% of base salary).
This applies to both current and any future Executive Director.
Performance
metrics
Not applicable.
Moonpig Group plc | Annual Report and Accounts 2022
102
Benefits
Purpose To provide competitive, cost-effective benefits which help to recruit and retain Executive Directors.
Operation Benefits may include insurances such as life, medical and dental and other benefits provided more
widely across the Group from time to time.
Other benefits, such as relocation expenses or expatriate arrangements, may be provided as
necessary.
Reasonable business-related expenses (including any tax thereon) will be reimbursed.
Maximum potential
value
There is no specific maximum although it is not expected to exceed a normal market level.
The value of benefits will vary based on the cost to the Company of providing the benefits.
Performance
metrics
Not applicable.
Annual bonus
Purpose To incentivise and reward for the delivery of annual corporate targets aligned to the business
strategy.
To align with shareholders’ and wider stakeholders’ interests.
Operation The annual bonus is subject to performance measures and objectives set by the Committee for the
financial year.
At the end of the performance period the Committee assesses the extent to which the performance
targets have been achieved and approves the final outcome.
At least 33% of any bonus earned will be deferred in shares, normally for three years under the DSBP
in respect of which dividend equivalents may apply to the extent such deferred awards vest.
Malus and clawback provisions apply as set out on page 73 of last year’s Annual Report.
Bonus awards are non-pensionable and are payable at the Committee’s discretion.
Maximum potential
value
The annual bonus policy maximum is 150% of base salary.
The target annual bonus opportunity is normally set at 50% of the maximum.
The threshold annual bonus opportunity is up to 25% of the maximum. If the threshold level is not
achieved, no payment will arise.
Performance
metrics
The Committee will determine the relevant measures and targets each year taking into account the
key strategic objectives at that time.
Performance measures may include financial, strategic, operational, ESG and/or personal
objectives.
At least 70% of the bonus will be linked to financial measures.
The Committee sets targets that are challenging in the context of the business environment at the
time and by reference to internal business plans and external consensus. Targets are set to ensure
there is an appropriate level of stretch associated with achieving the top end of the range but
without encouraging inappropriate risk-taking.
The performance measures for FY23 are set out on page 95.
Directors’ Remuneration report continued
Financial statements
103
Strategic report Corporate governance
Long-term incentives
Purpose To incentivise and reward for the delivery of long-term performance and shareholder value creation.
To align with shareholders’ interests and to foster a long-term mindset.
Operation An annual award of performance shares under the LTIP which normally vest after a period of not
less than three years and subject to continued employment and the achievement of performance
conditions.
Vested awards are subject to a further holding period applying at least until the fifth anniversary of
grant during which they may not ordinarily be sold (other than to pay relevant tax liabilities due).
Dividend equivalents may accrue over the period from grant until the later of vesting and the expiry
of any holding period.
Malus and clawback provisions apply as set out on page 73 of last year’s report.
Maximum potential
value
The maximum annual award is 200% of salary.
The Committee expects to normally grant annual awards of 200% of salary to the Chief Executive
and 150% of salary to any other Executive Director.
The proportion of the award which may vest for threshold performance will be no more than 25% of
the maximum award. If the threshold level is not achieved, no payment will arise.
Performance
metrics
Performance conditions, weightings and target ranges will be determined prior to grant each year
to align with the Company’s longer-term strategic priorities at that time.
The measures which may be considered include financial and shareholder value metrics as well
as strategic, non-financial measures. In normal circumstances financial measures will make up the
majority of the annual bonus.
Details of the measures applicable for awards granted in relation to FY23 are set out on page 95.
All employee share plans
Purpose To encourage wider share ownership across all employees, including the Executive Directors.
To align with shareholders’ interests and to foster a long-term mindset.
Operation Executive Directors may participate in all employee schemes on the same basis as other eligible
employees.
This includes (i) the 2021 Share Incentive Plan (“SIP”), under which all-employee free share awards
were made at the time of the IPO and (ii) the Save As You Earn (“SAYE”) which the Board approved
in FY21 and the first grant was made during FY22.
Both plans have standard terms, which are HMRC-approved and allow participants to either
purchase or be granted shares (under the SIP) or enter into a savings contract to purchase shares
(under either or both of the SAYE or SIP) in a tax-efficient manner.
Maximum potential
value
Limits are in line with those set by HMRC.
Performance
metrics
Not applicable.
Moonpig Group plc | Annual Report and Accounts 2022
104
Shareholding requirements
Purpose To align with shareholders’ interests and to foster a long-term mindset.
Operation Executive Directors will normally be expected to retain shares, net of sales to settle tax, until they
have met the required shareholding.
Progress towards the guideline will be reviewed by the Committee on an annual basis.
In addition, Executive Directors are expected to hold shares after cessation of employment to the full
value of the shareholding requirement (or the existing shareholding if lower at the time) for a period
of two years.
Maximum potential
value
The shareholding requirement for Executive Directors is 200% of base salary.
Performance
metrics
Not applicable.
Fees policy for Non-Executive Chair and Non-Executive Directors
The following table summarises the fees policy for the Non-Executive Chair and the Non-Executive Directors.
Fees
Purpose To provide a competitive fee to attract Non-Executive Directors who have the requisite skills and
experience to oversee the implementation of the Company’s strategy.
Operation Fees for the Non-Executive Chair are set by the Committee.
Fees for the other Non-Executive Directors are set by the Board excluding the Non-Executive Directors.
Fees are reviewed, but not necessarily increased, annually. Fee increases are normally effective from
1 May.
Fee levels are determined based on an estimate of the expected time commitments of each role and
by reference to comparable fee levels in other companies of a similar size and complexity.
Additional fees are payable to the Senior Independent Director and Chair of the Audit and
Remuneration Committees to reflect their additional responsibilities. The Non-Executive Director
designated for engagement with the workforce for the purposes of the UK Corporate Governance
Code (the “Workforce Engagement Lead”), the Designated Non-Executive Director, also receives an
additional fee.
Higher fees may be paid to a Non-Executive Director should they be required to assume executive
duties on a temporary basis.
The Non-Executive Directors and the Non-Executive Chair are not eligible to receive benefits and
do not participate in pension or incentive plans. Business expenses incurred in respect of their duties
(including any tax thereon) are reimbursed.
Maximum potential
value
There is no overall aggregate annual limit for fees payable to the Non-Executive Directors.
Performance
metrics
Not eligible to participate in any performance-related elements of remuneration.
On behalf of the Board
Susan Hooper
Chair of the Remuneration Committee
28 June 2022
Directors’ Remuneration report continued
Financial statements
105
Strategic report Corporate governance
The Directors present their report, together with the audited consolidated financial statements for the period ended 30 April 2022.
The Directors’ report, together with the Strategic report on pages 1 to 65, represents the management report for the purposes
of compliance with The Disclosure Guidance and Transparency Rules 4.1.R (“DGTR”).
In accordance with section 414C(11) of the Companies Act 2006 and the Companies (Miscellaneous Reporting) Regulations
2018 the Board has included certain disclosures in the Strategic report set out below:
Subject matter Page
Future business developments CEO review pages 6 to 10
Strategy pages 20 to 25
Diversity and inclusion ESG pages 30 to 31 and pages 42 to 44
Going concern and viability statement Viability statement section pages 62 to 63
Risk management Risk management section pages 56 to 61
Climate-related financial disclosures, greenhouse gas
consumption, energy consumption and energy efficiency action
ESG pages 32 to 41
Disabled employees Non-financial information section pages 64 to 65
Employee engagement Section 172(1) statement page 26
Business relationships with suppliers, customers and other
stakeholder engagement
Section 172(1) statement and stakeholder engagement
pages 26 to 27
Charitable donations ESG page 31
Compliance with the UK Corporate Governance Code 2018
This Annual Report has been prepared with reference to the Code. During the year, the Group has complied with all relevant
provisions of the Code. Further information on the Company’s application of the principles and provisions of the Code can be
found in the corporate governance report on pages 66 to 109. The Code is publicly available at www.frc.org.uk.
Corporate governance statement
The information that fulfils the requirements of the corporate governance statement for the purposes of the DGTR can be found in the
corporate governance information on pages 66 to 109 (all of which forms part of this Directors’ report) and in this Directors’ report.
Independent auditors
The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution to re-appoint
PricewaterhouseCoopers LLP as auditors of the Company will be proposed at the 2022 AGM.
Disclosure of information to auditors
The Directors confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s
auditors are unaware. Each Director has taken all the steps that they ought to have taken as a Director to make themselves
aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.
Insurance and indemnities
The Group has maintained Directors’ and Officers’ Liability Insurance cover throughout the year. The Directors can obtain
legal or other relevant advice at the expense of the Company in their capacity as Directors. The Company has also provided a
qualifying third-party indemnity to each Director as permitted by Section 234 of the Companies Act 2006 and by the Articles,
which remain in force at the date of this report.
Directors’ report
Moonpig Group plc | Annual Report and Accounts 2022
106
Political donations
It is not the policy of the Company to make political donations as contemplated by the Act. However, as a result of broad
definitions used in the Act, normal business activities of the Company, which might not be considered political donations or
expenditure in the usual sense, may possibly be construed as political expenditure or as a donation to a political party or other
political organisation and fall within the restrictions of the Act. This could include sponsorships, subscriptions, payment of expenses,
paid leave for employees fulfilling public duties and support for bodies representing the business community in policy review or
reform. The Board obtained renewed shareholder approval at the Company’s 2021 AGM, in line with best practice, to authorise the
Company to make political payments up to a maximum aggregate amount of £100,000 and proposes a similar resolution at the
2022 AGM.
The Group did not make any political donations or incur political expenditure during the reporting year.
Subsidiaries, principal activities and branches
The Company acts as a holding company for the Group of subsidiaries. The Group’s subsidiaries are set out on page 150 of the
financial statements. The Group’s principal UK operating subsidiary, Moonpig.com Limited, currently has two overseas branches in
the Bailiwick of Guernsey and the Republic of Ireland.
Share capital
Details of the Company’s share capital, together with details of the movements in share capital during the year, are shown on
page 146 of the accounts. The Company has one class of ordinary shares which carry no right to fixed income. Each share carries
the right to one vote at a general meeting of the Company.
Substantial shareholdings
As at 30 April 2022 and as at the date of this report, the following information has been received, in accordance with Rule 5 of the
DGTR, from holders of notifiable interests in the Company’s issued share capital. The information provided below is correct at the
date of notification and represents direct interests only, with the exception of Blackrock, Inc. which represents indirect interests.
As at 30 April 2022 As at the date of this report
Holder
Number of
shares
Voting
rights (%)
Number of
shares
Voting
rights (%)
Aberdeen Standard Investments 47,968,845 14.0 46,958,268 13.7
Exponent 57,704,968 16.9 41,187,780 12.0
Blackrock, Inc. 33,40 0,980 8.3 33,40 0,980 8.3
LCP VIII Holdings, L.P. 26,478,598 7.7 18,899,493 5.5
Liontrust Investment Partners LLP
1
n/a n/a 18,015,892 5.3
1 The first notification provided to the Company by Liontrust Investment Partners LLP pursuant to Rule 5 of the DGTR was received on 24 May 2022.
Information provided to the Company pursuant to Rule 5 of the DGTR is published on a Regulatory Information Service and on the
Company’s corporate website at www.moonpig.group.
Articles of Association and powers of the Directors
The Company’s Articles of Association (the “Articles”) contain the rules relating to the powers of the Company’s Directors and their
appointment and replacement mechanisms. The Articles may only be amended by special resolution at a general meeting of the
shareholders. Subject to the Articles and relevant regulatory measures, including the Act, the day-to-day business of the Group is
managed by the Board which may exercise all the powers of the Company. In certain circumstances, including in relation to the
issuing or buying back by the Company of its shares, the powers of the Directors are subject to authority being given to them by
shareholders in general meeting.
Authority to purchase own shares
At the AGM held on 28 September 2021, shareholders passed a special resolution in accordance with the Act to authorise the
Company to purchase in the market a maximum of 34,211,162 ordinary shares, representing 10% of the Company’s issued ordinary
share capital as at 4 August 2021. No shares have been purchased under this authority. The authority will expire at the forthcoming
AGM. The Directors are seeking renewal of the authority, in accordance with relevant institutional guidelines.
Compensation for loss of office
There are no agreements between the Group and its Directors or employees providing for compensation for loss of office or
employment that occurs because of a takeover bid, except that provisions of the Company’s share plans may allow options and
awards granted to Directors and employees to vest on completion of a takeover offer.
Directors’ report continued
Financial statements
107
Strategic report Corporate governance
Significant agreements - change of control
The Group has two significant agreements that would be terminable upon a change of control: the £195.0m Senior Facilities
Agreement and the Relationship Agreement. On a change of control any outstanding options and awards granted under the
Group’s share schemes would become exercisable, subject to any performance conditions being met and the terms of the
options and awards.
Principal shareholder and relationship agreement
Exponent held 16.9% of the issued ordinary share capital of the Company as at 30 April 2022 and 12.0% as at the date of this
report. Although Exponent no longer holds a controlling interest in the Company, under the Relationship Agreement, Exponent
undertook to comply with the following independence provisions:
Transactions and arrangements between the Group and Exponent (and/or its associates) are and will be, at arm’s length
and on normal commercial terms.
Neither Exponent nor any of its associates will take any action that would have the effect of preventing the Group from
complying with its obligations under the LR, the DGTR, the requirements of the London Stock Exchange, the Financial Services
and Markets Act (“FSMA”), the Financial Services Act 2012, Market Abuse Regulations (“MAR”) or the Articles of Association.
Neither Exponent nor any of its associates will propose, or procure the proposal of, a shareholder resolution that is intended
or appears to be intended to circumvent the proper application of the Listing Rules.
The Group has complied with the above independence provisions and, insofar as it is aware, Exponent complied with the
independence provisions and the procurement obligation set out in the Relationship Agreement from the effective date of
the agreement.
If the shareholding of Exponent (and/or its associates) reduces to below 10% of the Company’s share capital (or 10% of the
aggregate voting rights in the Company), the rights and obligations of Exponent in terms of the Relationship Agreement shall
terminate. Exponent may terminate the Relationship Agreement if the Company ceases to be admitted to listing. The ordinary
shares owned by Exponent rank pari passu with the other ordinary shares in all respects.
Research and development
The Group is engaged in various research and development projects regarding innovating and enhancing its technology
platforms and applications. These are set out in the Strategic report on pages 1 to 65.
Additional disclosures
The following information can be found elsewhere in this document, as indicated in the table below and is incorporated into this
report by reference.
Disclosure Page
Directors’ interests Directors’ Remuneration report pages 92 to 104
Directors of the Company Board of Directors pages 66 to 69
Dividends Chief Financial Officer’s financial review pages 48 to 55
Financial instruments Financial statements pages 118 to 155
Important events since the financial year-end Events after the balance sheet date (Note 25) page 150
Statement of Directors’ responsibilities Statement of Directors’ responsibilities pages 108 and 109
Information required to be included in the Annual Report by LR 9.8.4 can be found in this document as indicated in the table
below:
Disclosure Page
Long-term Incentive Plans Directors’ Remuneration report pages 92 to 104
Directors’ interests Directors’ Remuneration report pages 92 to 104
The Directors’ report, which has been prepared in accordance with the requirements of the Companies Act 2006, has been
approved by the Board and signed on its behalf by:
Andy MacKinnon
Chief Financial Officer
28 June 2022
Moonpig Group plc | Annual Report and Accounts 2022
108
The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law
and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors
have prepared the Group financial statements in accordance with International Accounting Standards in conformity with the
requirements of the Companies Act 2006 and the Parent Company financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure
Framework” and applicable law). Additionally, the Financial Conduct Authority’s Disclosure Guidance and Transparency
Rules require the Directors to prepare the Group financial statements in accordance with International Financial Reporting
Standards as adopted by the United Kingdom.
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and Parent Company and of the profit and loss of the Group for that period. In
preparing each of the Group and Parent Company financial statements, the Directors are required to:
Select suitable accounting policies and then apply them consistently.
Make judgements and accounting estimates that are reasonable, relevant, reliable and prudent.
State whether International Accounting Standards in conformity with the requirements of the Companies Act 2006 and
International Financial Reporting Standards as adopted by the United Kingdom have been followed for the Group financial
statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the Parent Company
financial statements, 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 inappropriate to presume that the Group and
Parent Company will continue in business.
The Directors are responsible for safeguarding the assets of the Group and Parent Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and
Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and
Parent Company and enable them to ensure that its financial statements and the Directors’ Remuneration report comply with
the Companies Act 2006.
The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error and have general responsibility for
taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic report, Directors’ report,
Directors’ Remuneration report and Corporate Governance Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Statement of Directors’ responsibilities in respect of the
Annual Report and Financial Statements
Financial statements
109
Strategic report Corporate governance
Responsibility statement of the Directors in respect of the Annual Financial Report
The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess the Group’s and Parent Company’s position, performance,
business model and strategy.
Each of the Directors, whose names and functions are listed in the Corporate Governance Section confirm that, to the best of
their knowledge:
The consolidated Group financial statements, which have prepared in accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards as adopted by
the United Kingdom, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group.
The Parent Company financial statements, prepared in accordance with United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Parent
Company; and
The Strategic report includes a fair review of the development and performance of the business and the position of the
Group and Parent Company, together with a description of the principal risks and uncertainties that they face.
In the case of each Director in office at the date the Directors’ report is approved.
So far as the Director is aware, there is no relevant audit information of which the Group’s and Parent Company’s auditors
are unaware.
They have taken all steps that they ought to have taken as a Director in order to make themselves aware of any relevant
audit information and to establish that the Group’s and Parent Company’s auditors are aware of that information.
Approval of Annual Report
The Strategic report and the Corporate Governance report were approved by the Board on 28 June 2022.
Approved by the Board and signed on its behalf.
Nickyl Raithatha Andy MacKinnon
Chief Executive Officer Chief Financial Officer
28 June 2022 28 June 2022
Moonpig Group plc
Registered in England and Wales No. 13096622
Moonpig Group plc | Annual Report and Accounts 2022
110
Independent auditors’ report
to the members of Moonpig Group plc
Report on the audit of the financial statements
Opinion
In our opinion:
Moonpig Group plc’s Group financial statements and
Company financial statements (the “financial statements”)
give a true and fair view of the state of the Group’s and of
the Company’s affairs as at 30 April 2022 and of the Group’s
profit and the Group’s cash flows for the year then ended;
the Group financial statements have been properly
prepared in accordance with UK-adopted international
accounting standards;
the Company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom
Accounting Standards, comprising FRS 101 “Reduced
Disclosure Framework”, and applicable law); and
the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
We have audited the financial statements, included within
the Annual Report and Accounts (the “Annual Report”), which
comprise: the Consolidated and Company Balance Sheets
as at 30 April 2022; the Consolidated Income Statement,
the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Statements of Changes in Equity,
and the Consolidated Cash Flow Statement for the year then
ended; and the notes to the financial statements, which
include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit
Committee.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described
in the Auditors’ 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 remained independent of the Group in accordance
with the ethical requirements that are relevant to our audit
of the financial statements in the UK, which includes the
FRC’s Ethical Standard, as applicable to listed public interest
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-
audit services prohibited by the FRC’s Ethical Standard were
not provided.
Other than those disclosed in the Audit Committee report, we
have provided no non-audit services to the Company or its
controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
The Group operates in five countries, across 7 reporting
units.
We performed a full scope audit over the two significant
components and the Company. In addition, we audited
specific significant balances in one additional component
which in total accounted for 100% of Group revenue and
97% of Group profit before tax after excluding adjusting
items.
We performed enquiries of management regarding their
risk assessment and governance processes in place to
address climate risk impacts, understood the carbon
reduction commitments made by the Group and the
potential implications of these for the financial statements,
and evaluated management’s assessment of the impact
of climate risk on the financial statements, including the
potential impact on the underlying assumptions and
estimates.
Key audit matters
Capitalisation of development costs (Group)
Carrying value of investments in subsidiaries (Company)
Materiality
Overall Group materiality: £2,539,000 (2021: £3,700,000)
based on 5% of profit before tax after excluding adjusting
items.
Overall Company materiality: £2,286,000 (2021:
£3,300,000) based on 1% of total assets capped at 90% of
Group materiality.
Performance materiality: £1,904,250 (2021: £2,775,000)
(Group) and £1,714,500 (2021: £2,475,000) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’
professional judgement, were of most significance in the 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) identified by the auditors, including those
which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of
the engagement team. These matters, and any comments we
make on the results of our procedures thereon, were addressed
in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
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Strategic report Corporate governance Financial statements
This is not a complete list of all risks identified by our audit.
Carrying value of investments in subsidiaries is a new key audit matter this year. Restructuring of Moonpig Group plc (Group);
Valuation and accounting for share based payments and long term incentive plans schemes (Group and Company);
Presentation and disclosure of alternate performance measures (Group); and Covid-19 (Group and Company), which were key
audit matters last year, are no longer included because they are not relevant in the current year as they either related to Initial
Public Offering specific accounting or were deemed to be higher risk in the first year of preparing listed financial statements.
Otherwise, the key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Capitalisation of development costs (group)
Refer to Note 1 (general information) for the disclosure
of critical accounting judgements and estimates around
capitalisation of internally generated assets including the
useful lives adopted, Note 2 for accounting policies and Note
10 - Intangible assets of the financial statements.
The Group capitalised a total of £8.3m (FY21: £7.3m) as
internally developed intangible assets relating to technology
and development costs during the year. This mainly relates to
the trading entity, Moonpig.com Limited.
The key areas of audit focus were:
Judgements around whether the capitalised projects
meet all of the criteria under IAS 38 and around the split
between capital and operational expenditure incurred in
relation to the projects;
Appropriateness of the split of time booked by engineers
across the various projects and the capitalisation
rate used;
The useful economic lives adopted by management for the
amortisation of internally generated intangibles; and
Risk of impairment/obsolescence over the brought forward
projects if the technology has been superseded during
the year.
The audit procedures we performed to address the risk
around capitalised intangibles were:
Discussed with the Engineering and Product teams,
Head of Financial Control and members of the Financial
Planning and Analysis team to understand the nature and
objectives of the key projects undertaken during the year.
We have also challenged the engineers on the accuracy
of the time recorded across various projects including how
they have appropriately excluded non-capitalisable time;
Tested management’s monthly review control around
the review and approval of monthly timesheet reports for
accuracy by the Director of Engineering and the Chief
Product Officer;
Reviewed the supporting documentation in relation to
capitalisation approvals;
Assessed whether the IAS 38 capitalisation criteria has
been met for a selection of projects by evaluating whether
they are in active use, their technical feasibility, and the
level of economic benefit forecast to be generated from
the investment. We have also held discussions with the
respective project engineers and managers for these
projects to understand the nature and how this improves
the current technology platform;
Tested the accuracy of the inputs being timesheets, payroll
cost rates and invoices for non-salary costs;
Assessed the appropriateness of the useful economic
life by comparing against historical experience and the
Group’s viability statement around the normal assessed
technology cycle;
Assessed impairment risk over the brought forward
projects from the previous year to ensure the technology
capitalised is still being utilised; and
Reviewed the appropriateness of the disclosures made in
the financial statements.
Based on the above procedures performed, we concur that
costs incurred in the period in respect of these projects, are
appropriately capitalised on the Consolidated Balance Sheet.
Moonpig Group plc | Annual Report and Accounts 2022
112
Independent auditors’ report
to the members of Moonpig Group plc
continued
Key audit matter How our audit addressed the key audit matter
Carrying value of investments in subsidiaries (Company)
Refer to Note 1 for accounting policies and Note 3 -
Investments of the Company financial statements.
At 30 April 2022 the Company held investments in subsidiaries
with a carrying value of £845.5m (2021: £845.5m). The fall in
share price of the Group before 30 April 2022 is considered
to be an impairment indicator and, as a result, management
performed an impairment assessment for the carrying value
of the investment.
The realisation of the carrying value of the investment
is dependent on the future performance of the trading
entities within the Group. The assessment therefore involves
judgement, particularly in accurately forecasting future cash
flows.
Management prepared an impairment assessment at 30
April 2022, creating a Value in Use (VIU) model reflecting the
Board approved budget for FY23-25, assumptions to build
the future net cash flows over a further five years and then
from 2030 the cash flows are continued into perpetuity, using
an estimated terminal growth rate.
The key areas of audit focus were:
The appropriateness of an eight-year modelling period;
and
The key assumptions in the VIU model include revenue
growth rates, cost assumptions, discount rates and
perpetuity growth rates.
Through this assessment management identified that the
carrying value of the investment exceeded the VIU of the
trading entities within the Group, and concluded that no
impairment was required.
The audit procedures we performed to address the risk
around the carrying value of investments in subsidiaries were:
Discussed with management the basis of preparation of the
FY23-25 budget and the next five years of net cash flows;
Supported by PwC valuations experts reviewed
management’s independent discount rate for
appropriateness;
Evaluated the appropriateness of using an eight-year
period to 2030, by comparing this against the historic
growth rates and the level of online vs offline sales to
assess the market maturity;
Challenged management to provide internal and external
market evidence for the key assumptions in the VIU
model. These were assessed against historic results and
management’s forecasting accuracy, industry reports,
cost inflation measures and evidence from management’s
external consultants;
Sensitised management’s assumptions in the VIU model in
particular around the forecast cash flow growth rate over
the eight-year period; and
Challenged the extent to which climate change had
been considered and reflected in the future cash flows,
as appropriate, in management’s impairment assessment
process.
Based on the above procedures we concur that the Group’s
VIU supports the carrying value of the investment and
management’s model is based on reasonable assumptions.
We also evaluated the disclosures in Note 1 - Accounting
policies and Note 3 - Investments of the Company financial
statements, which we consider to be appropriate.
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Strategic report Corporate governance Financial statements
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and
controls, and the industry in which they operate.
The Group operates through two principal trading entities that are based in the UK and the Netherlands. To provide
sufficient coverage over the Group’s key audit matters, we performed audits of the two financially significant components, the
Company, and the audit of significant account balances at a further one component. The latter was not individually financially
significant enough to require an audit for Group reporting purposes, but was included in the scope of our Group reporting
work in order to provide additional coverage for specific financial statement line items.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements - group Financial statements - company
Overall materiality
£2,539,000 (2021: £3,700,000). £2,286,000 (2021: £3,300,000).
How we determined it
5% of profit before tax after excluding adjusting items. 1% of total assets capped at 90% of
Group materiality.
Rationale for benchmark
applied
Based on the benchmarks used in the financial
statements, profit before tax is the primary measure used
by the shareholders in assessing the performance of the
Group and is a generally accepted auditing benchmark.
This has been adjusted for one-off adjusting items in
the year which do not in our view reflect the underlying
performance of the business.
The Company, Moonpig Group plc is
essentially a holding Company for the
Group and therefore the materiality
benchmark has been determined
to be based on total assets which
is a generally accepted auditing
benchmark.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality.
The range of materiality allocated across components was £1,500,000 to £2,286,000. Certain components were audited to a
local statutory audit materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope
of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example
in determining sample sizes. Our performance materiality was 75% (2021: 75%) of overall materiality, amounting to £1,904,250
(2021: £2,775,000) for the Group financial statements and £1,714,500 (2021: £2,475,000) for the Company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £127,000
(Group audit) (2021: £150,000) and £110,000 (Company audit) (2021: £150,000) as well as misstatements below those amounts
that, in our view, warranted reporting for qualitative reasons.
Moonpig Group plc | Annual Report and Accounts 2022
114
Independent auditors’ report
to the members of Moonpig Group plc
continued
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Group’s and
the Company’s ability to continue to adopt the going concern
basis of accounting included:
Critically assessing assumptions in management’s cash
flow forecasts, both including and excluding the proposed
acquisition of Buyagift. In particular we focused on the
revenue and cost growth assumptions, against both
historical performance and third party industry reports.
Critically assessing assumptions in management’s severe
but plausible downside scenario and performing further
sensitivity analysis.
Comparing past budgets to actual results to assess the
Directors’ track record of budgeting accurately.
Obtaining confirmation from lenders of the level of
committed financing, and the covenant requirements
associated with the credit facilities, including testing of the
forecast covenant compliance.
Assessing the completeness and accuracy of going
concern disclosures.
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’s and the Company’s ability to continue as a going
concern for a period of at least twelve months from when the
financial statements are authorised for issue.
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.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the Group’s
and the Company’s ability to continue as a going concern.
In relation to the Directors’ 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.
Reporting on other information
The other information comprises all of the information in the
Annual Report other than the financial statements and our
auditors’ report thereon. The Directors are responsible for
the other information, which includes reporting based on the
Task Force on Climate-related Financial Disclosures (TCFD)
recommendations. Our opinion on the financial statements
does not cover the other information and, accordingly, we do
not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially
misstated. If we identify an apparent material inconsistency or
material misstatement, we are required to perform procedures
to conclude whether there is a material misstatement of the
financial statements or a material misstatement of the other
information. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have
nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we
also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit,
the Companies Act 2006 requires us also to report certain
opinions and matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course
of the audit, the information given in the Strategic report and
Directors’ report for the year ended 30 April 2022 is consistent
with the financial statements and has been prepared in
accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group
and Company and their environment obtained in the course
of the audit, we did not identify any material misstatements in
the Strategic report and Directors’ report.
115
Strategic report Corporate governance Financial statements
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration report
to be audited has been properly prepared in accordance
with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the Directors’ statements
in relation to going concern, longer-term viability and that
part of the corporate governance statement relating to
the Company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review. Our
additional responsibilities with respect to the corporate
governance statement as other information are described in
the Reporting on other information section of this report.
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 and our knowledge obtained during
the audit, and we have nothing material to add or draw
attention to in relation to:
The Directors’ confirmation that they have carried out a
robust assessment of the emerging and principal risks;
The disclosures in the Annual Report that describe those
principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being
managed or mitigated;
The Directors’ statement in the financial statements about
whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Group’s
and Company’s ability to continue to do so over a period
of at least twelve months from the date of approval of the
financial statements;
The Directors’ explanation as to their assessment of
the Group’s and Company’s prospects, the period this
assessment covers and why the period is appropriate; and
The Directors’ statement as to whether they have a
reasonable expectation that the Company will be able
to continue in operation and meet its liabilities as they
fall due over the period of its assessment, including any
related disclosures drawing attention to any necessary
qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-
term viability of the Group was substantially less in scope
than an audit and only consisted of making inquiries and
considering the Directors’ process supporting their statement;
checking that the statement is in alignment with the relevant
provisions of the UK Corporate Governance Code; and
considering whether the statement is consistent with the
financial statements and our knowledge and understanding
of the Group and Company and their environment obtained in
the course of the audit.
In addition, 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 and our knowledge obtained
during the audit:
The Directors’ statement that they consider the Annual
Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary
for the members to assess the Group’s and Company’s
position, performance, business model and strategy;
The section of the Annual Report that describes the review
of effectiveness of risk management and internal control
systems; and
The section of the Annual Report describing the work of the
Audit Committee.
We have nothing to report in respect of our responsibility
to report when the Directors’ statement relating to the
Company’s compliance with the Code does not properly
disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial
statements
As explained more fully in the Statement of Directors’
responsibilities in respect of the Annual Report and Financial
Statements, the Directors are responsible for the preparation
of the financial statements in accordance with the applicable
framework and for being satisfied that they give a true
and fair view. The Directors are also responsible for such
internal control as they determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Group’s and the Company’s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either
intend to liquidate the Group or the Company or to cease
operations, or have no realistic alternative but to do so.
Moonpig Group plc | Annual Report and Accounts 2022
116
Independent auditors’ report
to the members of Moonpig Group plc
continued
Auditors’ 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 auditors’ 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.
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we
identified that the principal risks of non-compliance with laws
and regulations related to employment law and UK Data
Protection Act 2018, and we considered the extent to which
non-compliance might have a material effect on the financial
statements. We also considered those laws and regulations
that have a direct impact on the financial statements such
as Companies Act 2006 and UK and Dutch tax legislation.
We evaluated management’s incentives and opportunities
for fraudulent manipulation of the financial statements
(including the risk of override of controls), and determined
that the principal risks were related to posting inappropriate
journal entries to revenue and impacting EBITDA. The Group
engagement team shared this risk assessment with the
component auditors so that they could include appropriate
audit procedures in response to such risks in their work. Audit
procedures performed by the Group engagement team and/
or component auditors included:
Discussions with the Directors, the Audit Committee
and Group General Counsel, including review of legal
correspondence and Board meeting minutes and
consideration of known or suspected instances of non-
compliance with laws and regulations, and fraud;
Challenging management on its critical accounting
estimates and judgements;
Identifying and testing journal entries to address the risk of
inappropriate journals referred to above;
Considering remuneration incentive schemes and
performance targets for management remuneration; and
Reviewing the financial statement disclosures and
agreeing to underlying supporting documentation.
There are inherent limitations in the audit procedures
described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that
are not closely related to events and transactions reflected
in the financial statements. Also, 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.
Our audit testing might include testing complete populations
of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a
limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for
testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared
for and only for the Company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies
Act 2006 and for no other purpose. We do not, in giving
these opinions, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown
or into whose hands it may come save where expressly
agreed by our prior consent in writing.
117
Strategic report Corporate governance Financial statements
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to
you if, in our opinion:
we have not obtained all the information and explanations
we require for our audit; or
adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
certain disclosures of Directors’ remuneration specified by
law are not made; or
the Company financial statements and the part of the
Directors’ Remuneration report to be audited are not in
agreement with the accounting records and returns.
We have no exceptions to report arising from this
responsibility.
Appointment
Following the recommendation of the Audit Committee, we
were appointed by the Directors on 18 January 2021 to audit
the financial statements for the year ended 30 April 2021
and subsequent financial periods. The period of total
uninterrupted engagement is two years, covering the years
ended 30 April 2021 to 30 April 2022. We have been the
auditors of Moonpig.com Limited, a material subsidiary of the
Company, since the financial year ended 30 April 2017.
Other matter
In due course, as required by the Financial Conduct Authority
Disclosure Guidance and Transparency Rule 4.1.14R, these
financial statements will form part of the ESEF-prepared
annual financial report filed on the National Storage
Mechanism of the Financial Conduct Authority in accordance
with the ESEF Regulatory Technical Standard (‘ESEF RTS’).
This auditors’ report provides no assurance over whether
the annual financial report will be prepared using the single
electronic format specified in the ESEF RTS.
Christopher Richmond (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
28 June 2022
Moonpig Group plc | Annual Report and Accounts 2022
118
Note
2022
£000
2021
£000
Revenue 3 304 ,333 368, 183
Cost of sales (154, 225) (18 2,13 7)
Gross profit 15 0,1 0 8 18 6,04 6
Selling and administrative expenses 4,5 (10 2,604) (148,87 4)
Other income 4 1,4 33 1, 482
Operating profit 4 8 ,9 3 7 38, 65 4
Finance income 6 686
Finance costs 6 (8 ,9 7 7) (6 , 4 72)
Profit before taxation 39, 96 0 32, 868
Taxation 8 (8,521) (1 2,0 97)
Profit after taxation 31,4 39 2 0,77 1
Profit attributable to:
Equity holders of the Company 3 1,43 9 20,7 71
Earnings per share (pence)
Basic 9 9. 3 6.1
Diluted 9 9. 1 6.0
All activities relate to continuing operations.
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statement of Comprehensive Income
For the year ended 30 April 2022
Note
2022
£000
2021
£000
Profit for the year 4 3 1,43 9 20,7 71
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations 190 (23 2)
Total other comprehensive income/(expense) 19 0 (232)
Total comprehensive income for the year 31,6 29 20,5 39
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Income Statement
For the year ended 30 April 2022
119
Strategic report Corporate governance Financial statements
Note
2022
£000
2021
£000
Non-current assets
Intangible assets 10 34 ,028 36,322
Property, plant and equipment 11 21, 241 18, 00 1
Other non-current assets 13 1 ,9 2 8 1,41 2
57,197
5 5,73 5
Current assets
Inventories 12 1 0,117 14,8 82
Trade and other receivables 13 4, 292 4,3 02
Current tax receivable 256 23 7
Cash and cash equivalents 14 10 1, 67 7 6 6,020
116,3 42 85, 441
Total assets 173,539 141, 176
Current liabilities
Trade and other payables 15 43,30 2 60 ,595
Provisions for other liabilities and charges 16 1,8 37 1, 697
Contract liabilities 17 2, 247 3,422
Lease liabilities 18 2,1 51 2, 406
Borrowings 18 2 13 3 89
4 9, 7 5 0 68, 509
Non-current liabilities
Trade and other payables 15 6,312 1,6 45
Borrowings 18 1 6 9,9 5 0 1 68,68 2
Lease liabilities 18 13,16 9 9 ,626
Deferred tax liabilities 8 2 ,16 8 3,23 8
Provisions for other liabilities and charges 16 1,5 09 816
19 3,10 8 184,0 07
Total liabilities 242 ,858 252, 516
Equity
Share capital 20 34, 211 3 4, 211
Share premium 20 2 78,0 8 3 2 7 7, 8 3 7
Merger reserve (9 93 ,0 2 6) (1,00 0,5 86)
Retained earnings 5 76 ,5 0 7 550 , 183
Other reserves 20 34, 906 2 7, 0 1 5
Total equity (69, 3 1 9) (111,34 0)
Total equity and liabilities 173,539 141,17 6
The accompanying notes are an integral part of these consolidated financial statements.
The financial statements on pages 118 to 150 were approved by the Board of Directors of Moonpig Group plc (registered
number 13096622) on 28 June 2022 and were signed on its behalf by:
Nickyl Raithatha Andy MacKinnon
Chief Executive Officer Chief Financial Officer
28 June 2022 28 June 2022
Consolidated Balance Sheet
As at 30 April 2022
Moonpig Group plc | Annual Report and Accounts 2022
120
Note
Share
capital
£000
Share
premium
£000
Merger
reserve
£000
Retained
earnings
£000
Other
reserves
£000
Total equity
£000
Balance at 1 May 2020 25 1,36 2 (2 2 9, 8 1 4) (2,0 4 0) 7 1 9, 5 1 5
Profit for the period 20,77 1 20,7 71
Other comprehensive expense (232) (232)
Total comprehensive income for the year 2 0,77 1 (232) 20,5 39
Issue of shares 20 50 50
Insertion of new top company 2 5 ,9 5 0 (25 1,36 2) (23 6 ,875) (4 6 2 , 2 87)
Share issue to extinguish shareholder loan notes 20 7, 6 1 8 2 5 9, 0 0 3 266,621
Shares issued on listing net of fees 20 59 3 18,8 34 1 9, 4 2 7
Capitalisation of merger reserve 53 3,89 7 (5 33,89 7)
Share capital reduction (533 ,897) 53 3,897
Settlement of Group relief 8 (2, 4 45) (2, 4 45)
Share-based payments 19 2 7, 2 4 0 2 7, 2 4 0
As at 30 April 2021 34 ,2 11 2 7 7, 8 3 7 (1 ,000 ,58 6) 5 5 0,18 3 2 7, 0 1 5 (111,3 40)
Profit for the period 31, 439 31,4 39
Other comprehensive income 190 190
Total comprehensive income for the year 3 1,439 190 3 1,629
Group relief reclassification* 20
7,560
(5,115) 2,4 45
Share-based payments 19 7, 7 0 1 7, 7 0 1
Proceeds from IPO share issue 20 246 246
As at 30 April 2022 34 ,2 11 2 78, 08 3 (9 93 , 0 26) 5 76 , 5 0 7 34 , 906 (6 9, 3 1 9)
* For Group relief reclassification adjustment, see Note 20.
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statement of Changes in Equity
For the year ended 30 April 2022
121
Strategic report Corporate governance Financial statements
Notes
2022
£000
2021
£000
Cash flow from operating activities
Profit before taxation 3 9,9 6 0 32, 868
Adjustments for:
Depreciation, amortisation and impairment 10,11 14 ,3 61 1 1,732
Loss on disposal of non-current assets 215 47
Net finance expense 6 8 ,9 7 7 5 ,78 6
R&D tax credit (4 70) (53 4)
Share-based payment charges 7, 7 0 1 2 7, 1 0 5
Non-cash movement with undertakings formerly under common control (25, 48 5)
Changes in working capital:
Decrease/(increase) in inventories 4 ,76 5 (12,001)
Increase in trade and other receivables (2 95) (1 , 78 6)
(Decrease)/increase in trade and other payables (10,832) 2 9, 75 5
Increase in trade and other receivables and payables with undertakings
formerly under common control (5 03) (3,1 13)
Cash generated from operating activities 63,879 64,374
Income tax paid (8 ,94 5) (11,0 96)
Net cash generated from operating activities 5 4 ,9 3 4 5 3, 2 78
Cash flow from investing activities
Capitalisation of intangible assets 10 (8,2 97)
(
7,750)
Purchase of property, plant and equipment 11 (1,444) (3,059)
Deferred consideration on purchase of Greetz (3,5 62)
Net cash used in investing activities (9, 74 1) (14,371)
Cash flow from financing activities
Proceeds from increases in and new borrowings 18 17 5 ,000
Payment of fees related to new borrowings 18 (6 ,5 4 4)
Repayment of pre-IPO borrowings (16 8,80 0)
Interest paid 18 (6, 4 51) (1, 697)
Lease liabilities paid 18 (2,442) (1,779)
Interest paid on leases 18 (6 6 3) (76 3)
Proceeds from IPO share issue 20 246 1 9, 4 6 8
Net cash (used in)/generated from financing activities (9, 3 1 0) 14 ,88 5
Net cash flows generated from operating, investing, and financing activities 35,883 53 ,792
Differences on exchange (2 26) 149
Increase in cash and cash equivalents in the year 35,65 7 5 3 ,9 4 1
Net cash and cash equivalents at 1 May 66,0 20 1 2,07 9
Net cash and cash equivalents at 30 April 1 01 ,67 7 6 6,020
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Cash Flow Statement
For the year ended 30 April 2022
Moonpig Group plc | Annual Report and Accounts 2022
122
1 General information
Moonpig Group plc (the “Company”) is a public limited company incorporated in the United Kingdom under the Companies
Act 2006, whose shares are traded on the London Stock Exchange. The consolidated financial statements of the Company
as at and for the year ended 30 April 2022 comprise the Company and its interest in subsidiaries (together referred to as the
“Group”). The Company is domiciled in the United Kingdom and its registered address is Herbal House, 10 Back Hill, London
EC1R 5EN, United Kingdom. The Company’s LEI number is 213800VAYO5KCAXZHK83.
Basis of preparation
On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became UK-
adopted International Accounting Standards, with future changes being subject to endorsement by the UK Endorsement
Board. Moonpig Group plc transitioned to UK-adopted International Accounting Standards in its company financial statements
on 1 May 2021. This change constitutes a change in accounting framework. However, there is no impact on recognition,
measurement or disclosure in the period reported as a result of the change in framework. The financial statements of
Moonpig Group plc have been prepared in accordance with UK-adopted International Accounting Standards and with the
requirements of the Companies Act 2006 as applicable to companies reporting under those standards.
All figures presented are rounded to the nearest thousand (£000), unless otherwise stated.
The consolidated financial statements have been prepared on the going concern basis and under the historical cost convention.
Basis of consolidation
Subsidiaries are entities over which the Group has control. Control exists when the Group has existing rights that give it the
ability to direct the relevant activities of an entity and has the ability to affect the returns the Group will receive as a result of its
involvement with the entity. In assessing control, potential voting rights that are currently exercisable or convertible are taken
into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that
control commences until the date that control ceases. Intercompany transactions and balances between Group companies
are eliminated on consolidation.
In these consolidated financial statements, with respect only to (1) the Preparatory Sub-Group Reorganisation and (2) the pre-
IPO Reorganisation (in both cases as defined below), the Group has applied a predecessor accounting approach as in both
cases the transaction was between entities under common control. This means that the assets and liabilities of the recently
acquired businesses included in these consolidated financial statements correspond to the historical amounts in the individual
financial statements of the combined entities (predecessor values). Accordingly, any consideration given or received in relation
to those common control transactions is recognised directly in equity within the merger reserve. The consolidated financial
statements include the acquired Group’s full-year results including comparatives.
The financial statements of all subsidiary undertakings are prepared to the same reporting date as the Company. All
subsidiary undertakings have been consolidated.
The subsidiary undertakings of the Company at 30 April 2022 are detailed in Note 24 to the consolidated financial statements
on page 150.
Summary of impact of Group restructure and Initial Public Offering
Preparatory Sub-Group Reorganisation
On 9 April 2020, a sub-group reorganisation was completed whereby Cards Holdco Limited became the holding company of
the entities comprising the Group at that point in time (the “Preparatory Sub-Group Reorganisation”). This was accounted for
using common control merger accounting.
The members of the Cards Holdco group included Cards Holdco Limited (since its incorporation on 22 August 2019),
Moonpig.com Limited, a company incorporated and domiciled in England and Wales, and Horizon Bidco B.V., a company
incorporated and domiciled in the Netherlands (since its incorporation on 26 July 2018) and its subsidiaries.
The Cards Holdco group formed part of the previous, wider private group comprising Horizon Holdco Limited (the “Former
Parent Undertaking”), a company incorporated and domiciled in England and Wales, and its subsidiaries.
Demerger
As set out in the Prospectus and detailed in the last Annual Report and Accounts, the “Demerger” was completed on 8 January
2021, whereby Cards Holdco Limited and its subsidiaries were separated from the Former Parent Undertaking. The Demerger
was carried out through a series of reorganisation steps, including the insertion of holding companies above Cards Holdco
Limited, share-for-share exchanges, a solvency statement capital reduction pursuant to s.642 of the Companies Act 2006 in one
of the new holding companies and Titan Holdco Limited purchasing Cards Holdco Limited and becoming the Parent Company.
Notes to the Consolidated Financial Statements
123
Strategic report Corporate governance Financial statements
1 General information continued
On 7 January 2021, Titan Bidco Limited, one of the new intermediate holding companies of the Group, entered into a five-
year Senior Facilities Agreement, comprising a Term Loan B of £175,000,000 and access to a multicurrency RCF with total
commitments of £20,000,000. The Term Loan B facility was drawn down in full on this date. On 8 January 2021, Term Loan B
facility was utilised in full, with fees of £6,318,000 capitalised on the balance sheet. The amount of £168,800,000 drawn net of
fees was remitted to the Former Parent Undertaking in order to repay the Existing Facilities. The RCF remained undrawn.
Pre-IPO reorganisation
On 1 February 2021 Moonpig Group plc acquired the entire issued share capital of Titan Holdco Limited in exchange for shares
issued by the Company, thereby making the Company the holding company of the Group. This formed part of the pre-IPO
reorganisation, as set out in the Prospectus.
On 2 February 2021, the Company’s shares began trading on the London Stock Exchange. Thereafter, a further Group
simplification process took place, whereby borrower obligations pursuant to the Senior Facilities Agreement were pushed
down to Cards Holdco Limited.
Further detail can be found within the Prospectus.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance, and position, are
set out in the Strategic report on pages 1 to 65.
Throughout the year ended 30 April 2022 the Group has continued to generate positive operating cash flow with a cash and
cash equivalents balance of £101,677,000 as at 30 April 2022 (2021: £66,020,000). The Group has access to a multicurrency
RCF. The RCF has total commitments of £20,000,000, an original of 60 months and expires in January 2026. As at 30 April 2022,
the RCF remains undrawn.
On 19 May 2022 and in connection with the financing of the proposed acquisition of Buyagift, an additional RCF in the
aggregate sum of £60,000,000 was agreed. The facility bears interest at a floating rate which is a base reference rate
applicable plus a margin and expires in line with the original Senior Facilities Agreement.
The Senior Facilities Agreement is subject to an EBITDA to Total Net Debt covenant of 4.50x for the year ended 30 April 2022,
4.00x until and including the year ended 30 April 2023 and 3.50x thereafter. It is to be tested on a semi-annual basis, with
EBITDA and Total Net Debt as defined in the Senior Facilities Agreement. The Group has complied with all covenants from
entering the Senior Facilities Agreement until the date of these financial statements and is forecast to comply with these during
the going concern assessment period.
The Directors have reviewed the severe but plausible scenarios as described within the Viability statement on pages 62 and
63; in these scenarios, the Group continues to have sufficient resources to continue in operational existence. In the event that
more severe impacts occur, controllable mitigating actions are available to the Group should they be required.
The Directors also reviewed the results of reverse stress testing performed to provide an illustration of the extent to which
existing customer purchase frequency and levels of new customer acquisition would need to deteriorate in order that their
cumulative effect should either trigger a breach in the Group’s covenants under the Senior Facilities Agreement or else exhaust
liquidity. The probability of this scenario occurring was deemed to be remote given the resilient nature of the business model
and strong cash conversion of the Group.
The assessment of prospects as detailed above, has been carried out for scenarios in which the Group both does and does
not complete the proposed acquisition of Buyagift. The scenarios that include completion of the Acquisition incorporate all
sources and uses of funding for the transaction, the impact of the additional RCF on forecast headroom and the forecast profit
and loss and cash flows of the acquired asset.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in
operational existence for at least 12 months from the date of signing these financial statements. Accordingly, they continue
to adopt the going concern basis in preparing the consolidated financial statements, in accordance with those parts of the
Companies Act 2006 applicable to companies reporting under IFRS.
Moonpig Group plc | Annual Report and Accounts 2022
124
Notes to the Consolidated Financial Statements continued
Critical accounting judgements and estimates
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the
application of the accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may
differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates
are recognised prospectively.
The areas of judgement which have the greatest potential effect on the amounts recognised in the financial statements are:
Capitalisation of internally generated assets
Certain costs incurred in the developmental phase of an internal project, which include the development of technology,
app and platform enhancements, internally generated software and trademarks, are capitalised as intangible assets if a
number of criteria are met. The costs of internally developed assets include capitalised expenses of employees working full
time on software development projects, third-party firms, and software licence fees. Management has made judgements
and assumptions when assessing whether development meets these criteria, and on measuring the costs attributed to such
projects. Further details of the amounts of, and movements in, such assets are given in Note 10.
The areas of estimates and assumptions which have the greatest potential effect on the amounts recognised in the financial
statements are:
Useful life of internally generated assets
The estimated useful lives which are used to calculate amortisation of internally generated assets (the Group’s platforms
and applications) are based on the length of time these assets are expected to generate income and be of benefit to the
Group. The uncertainty included in this estimate is that if the useful lives are estimated to differ from the actual useful lives of
the intangible assets, this could result in accelerated amortisation in future years and/or impairments. The economic lives of
internally generated intangible assets are estimated at three years. Amortisation methods, useful lives and residual values are
reviewed at each reporting date and adjusted if appropriate. If the useful life of internally generated assets were estimated to
be shorter or longer by one year, than the current useful life of three years, the net book value would (decrease)/increase by
(£3,311,000)/£1,655,000 from the amount recognised as at 30 April 2022. Further details of the amounts of, and movements in,
such assets are given in Note 10.
2 Summary of significant accounting policies
New standards, amendments and interpretations not yet adopted
The LIBOR reform Phase 2 amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 are effective for annual periods starting
after 1 January 2021. They provide a series of reliefs from accounting requirements when a change required by interest rate
benchmark reform occurs. These amendments did not have a material impact on the balance sheet.
The Group has also considered the IFRIC agenda decision on “Configuration and Customisation costs in a Cloud Computing
Arrangement” and concluded that it does not have a material impact on the consolidated or company financial statements.
The following adopted IFRSs have been issued but have not been applied by the Group in these consolidated financial
statements. Their adoption is not expected to have material effect on the financial statements unless otherwise indicated:
Amendments to IAS 1 Presentation of financial statements: Classification of Liabilities as Current or Non-current (effective
date to be confirmed);
Amendments to IAS 37: Onerous Contracts Cost of Fulfilling a Contract (effective date to be confirmed);
Amendments to References to the Conceptual Framework in IFRS 3 (effective date to be confirmed);
Amendments to IAS 16: Property, Plant and Equipment Proceeds before Intended Use (effective date to be confirmed);
Annual Improvements to IFRS Standards 2018-2020 (effective date to be confirmed);
Amendments to IAS 1 and IFRS Practice statement 2: Disclosure of Accounting Policies (effective date to be confirmed);
Amendments to IAS 8: Definition of Accounting Estimates (effective date to be confirmed); and
Amendments to IAS 12: Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (effective date to be
confirmed).
The principal accounting policies are set out below. Policies have been applied consistently, other than where new policies
have been applied.
1 General information continued
125
Strategic report Corporate governance Financial statements
a) Foreign currency translation
The functional and presentational currency of the Group is Sterling. The income and cash flow statements of the Group
undertakings that are expressed in currencies other than Sterling are translated to Sterling using exchange rates applicable
on the dates of the underlying transactions. Average rates of exchange in each year are used where the average rate
approximates the relevant exchange rate on the date of the underlying transactions. Assets and liabilities of the Group
undertakings are translated at the applicable rates of exchange at the end of each year.
The differences between retained profits translated at average and closing rates of exchange are taken to reserves, as are
differences arising on the retranslation to Sterling (using closing rates of exchange) of overseas net assets at the beginning of
the year and are presented as a separate component of equity. They are recognised in the income statement when the gain or
loss on disposal of a Group undertaking is recognised.
Foreign currency transactions are initially recognised in the functional currency of each entity in the Group using the exchange
rate ruling at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions
and from the translation of foreign currency assets and liabilities at year-end rates of exchange are recognised in the income
statement. Foreign exchange gains or losses recognised in the income statement are included in profit from operations or net
finance costs depending on the underlying transactions that gave rise to these exchange differences.
b) Revenue
The Group is principally engaged in the sale of goods, predominantly cards and gifts to its customers. Any shipping and handling
is not a separate performance obligation and any shipping fees charged to the customer are included in the transaction price.
The sale of goods and any shipping and handling represents a single performance obligation which is satisfied upon delivery of
the relevant goods and the transfer of control to that customer. Revenue is shown net of local sales tax and customer discounts
and is reduced for provisions of customer returns and remakes based on the history of such matters.
The Group considers the cost of shipping its products to the customer to be directly associated with generating revenue and
therefore presents these costs within cost of sales.
The Group is required to assess whether it controls a good or service before it is transferred to the end customer to determine
whether it is principal or agent in that transaction.
Where the Group is referred customers through a third party, the Group assesses its revenue arrangements against specific
criteria to determine if it is acting as principal or agent. Where the Group controls the goods before they are transferred to the
customer, the Group is deemed to be acting as the principal.
Part of the Group operates a loyalty scheme which grants the customer a free product once a fixed number of purchases are
made for which credits are awarded. The Group allocates some of the proceeds of the initial sale to the award credits as a
liability. The amount of proceeds allocated to the award credits is measured by reference to their relative standalone selling
price, that is, the amount for which the award credits could have been sold separately. The Group recognises the deferred
portion of the proceeds as revenue only when it has fulfilled its performance obligations.
The Group operates schemes with third parties where the Group earns revenue for successful customer referrals that utilise the
third party’s service offerings. The enrolment by a Group customer with these third-party service providers is deemed as the
performance obligation.
The Group offers consumers the ability to purchase third-party gift cards through the individual brand websites, where
the Group operates as an agent earning a commission on the sale of these gift cards. Commissions are earned upon the
activation of the gift card. The Group has no control over the goods or services that the customer purchases from the third
party. The Group does not have any legal title over any of the goods or services that the third party provides and there is no
performance obligation for the Group to provide any goods or services that are purchased by the customer from the third-
party seller. The performance obligation is to arrange the sale of the gift card and facilitate activation once credit has been
paid for.
It is the Group’s policy to sell its products to the end customer with a right of return within 14 days. Therefore, a refund liability
(included in trade and other payables) and a right to the returned goods (included in other current assets) are recognised
for the products expected to be returned. Accumulated experience is used to estimate such returns at the time of sale at
a portfolio level (expected value method). Because the number of products returned has been stable, it is unlikely that a
significant reversal in the cumulative revenue recognised will occur. The validity of this assumption and the estimated number
of returns are reassessed at each reporting date.
2 Summary of significant accounting policies continued
Moonpig Group plc | Annual Report and Accounts 2022
126
Notes to the Consolidated Financial Statements continued
c) Taxation
Taxation is chargeable on the profits for the period, together with deferred taxation.
The current income tax charge is calculated on the basis of tax laws enacted or substantively enacted at the balance sheet
date in the countries where the Group’s subsidiaries operate and generate taxable income.
Deferred taxation is provided in full using the liability method for temporary differences between the carrying amount of assets
and liabilities for financial reporting purposes and the amount used for taxation purposes. A deferred tax asset is recognised
only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
Deferred tax is determined using the tax rates 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 deferred tax liability is settled. Deferred tax
relating to items recognised outside of profit or loss is also recognised outside profit or loss. Deferred tax items are recognised
in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets and
liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the
deferred taxes relate to the same taxable entity and the same taxation authority.
Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive
income or directly in equity, in which case it is recognised in the statement of other comprehensive income or the statement of
changes in equity.
d) Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the
aggregate of the consideration transferred which is measured at the acquisition date. The acquiree’s identifiable assets,
liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 Business Combinations are recognised
at their fair values at the acquisition date.
Acquisition-related items such as legal or professional fees are expensed to the income statement as incurred.
Balances from intercompany transactions are eliminated.
e) Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the
net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition.
Goodwill only relates to the Greetz cash-generating unit.
Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment
losses. Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is evidence that it may
be required. Any impairment of goodwill is recognised immediately in the income statement and is not subsequently reversed.
Goodwill is denominated in the currency of the acquired entity and revalued to the closing exchange rate at each reporting
period date.
Goodwill in respect of subsidiaries is included in intangible assets. On disposal of a subsidiary, the attributable amount of
goodwill is included in the determination of the profit or loss on disposal.
f) Intangible assets other than goodwill
i) Separately acquired intangible assets
Intangible assets acquired separately are measured on initial recognition at fair value.
Intangible assets with a finite useful life that are acquired separately are carried at cost less accumulated amortisation and
impairment losses. These intangible assets are amortised on a straight-line basis over their remaining useful lives, consistent
with the pattern of economic benefits expected to be received. The amortisation charge is included within selling and
administrative expenses in the income statement.
2 Summary of significant accounting policies continued
127
Strategic report Corporate governance Financial statements
ii) Internally generated research and development costs
Research expenditure is charged to income in the year in which it is incurred. Development expenditure is charged to
income in the year it is incurred unless it meets the recognition criteria of IAS 38 Intangible Assets to be capitalised as an
intangible asset.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated
amortisation and impairment losses. Amortisation begins when development is complete, and the asset is available for use; the
charge is included within selling and administrative expenses in the income statement. The estimated useful lives are as follows:
Straight-line amortisation period
Trademark 10 years
Technology and development costs 3 years
Customer database 12 years
Software 3 to 5 years
Other intangibles 2 to 4 years
g) Impairment of non-financial assets
Assets are reviewed for impairment whenever events indicate that the carrying amount of a cash-generating unit or the
carrying amounts of non-financial assets may not be recoverable. In addition, assets that have indefinite useful lives are tested
annually for impairment. An impairment loss is recognised to the extent that the carrying value exceeds the higher of the asset’s
fair value less costs to sell and its value-in-use.
A cash-generating unit is the smallest identifiable group of assets that generates cash flows which are largely independent of
the cash flows from other assets or groups of assets. At the acquisition date, any goodwill acquired is allocated to the relevant
cash-generating unit or group of cash-generating units expected to benefit from the acquisition for the purpose of impairment
testing of goodwill.
h) Impairment of financial assets held at amortised cost
As permitted by IFRS 9 Financial Instruments, loss allowances on trade receivables arising from the recognition of revenue
under IFRS 15 Revenue from Contracts with Customers are initially measured at an amount equal to lifetime expected losses.
Allowances in respect of loans and other receivables are initially recognised at an amount equal to 12-month expected
credit losses. Allowances are measured at an amount equal to the lifetime expected credit losses where the credit risk on the
receivables increases significantly after initial recognition.
i) Property, plant and equipment
Property, plant, and equipment are stated at cost less accumulated depreciation and impairment. Depreciation is calculated
on a straight-line basis to write off the assets over their useful economic life. No depreciation is provided on freehold land.
These assets are amortised on a straight-line basis over periods detailed below.
The estimated useful lives are as follows:
Straight-line depreciation period
Freehold property 25 years
Plant and machinery 4 to 5 years
Fixtures and fittings 4 to 5 years
Leasehold improvements Over the unexpired term of lease
Computer equipment 3 years
Right-of-use assets (plant and machinery, land and buildings) Lease length
j) Leased assets
Group as lessee
The group records its lease obligations in accordance with the principles for the recognition, measurement, presentation, and
disclosures of leases as set out in IFRS 16. The Group applies IFRS 16 Leases to contractual arrangements which are, or contain,
leases of assets, and consequently recognises right-of-use assets and lease liabilities at the commencement of the leasing
arrangement, with the asset included in Note 11 and the liabilities included as part of borrowings in Note 18. The nature of the
Group’s leases are offices, warehouses, and printing machinery.
2 Summary of significant accounting policies continued
f) Intangible assets other than goodwill continued
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128
Notes to the Consolidated Financial Statements continued
j) Leased assets continued
Group as lessee continued
Lease liabilities are initially recognised at an amount equal to the present value of estimated contractual lease payments
at the inception of the lease, after taking into account any options to extend the term of the lease to the extent they are
reasonably certain to be exercised. Lease commitments are discounted to present value using the interest rate implicit in the
lease if this can be readily determined, or the applicable incremental rate of borrowing, as appropriate. Right-of-use assets
are initially recognised at an amount equal to the lease liability, adjusted for initial direct costs in relation to the assets, then
depreciated over the shorter of the lease term and their estimated useful lives.
Group as lessor
The Group has entered into a lease agreement as a lessor with respect to one of its properties with a subsidiary of the Former
Parent Undertaking. This is accounted for as an operating lease as the lease does not transfer substantially all the risks and
rewards of ownership to the lessee.
When the Group is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The
sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct
costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and
recognised on a straight-line basis over the lease term.
k) Inventories
Inventories include raw materials and finished goods and are stated at the lower of cost and net realisable value. Cost
is based on the weighted average cost incurred in acquiring inventories and bringing them to their existing location and
condition, which will include raw materials, direct labour and overheads, where appropriate.
l) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, call deposits, cash held by payment service providers and other short-
term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk
of changes in value, with a maturity of three months or less. Cash equivalents relate to cash in transit from various payment
processing intermediaries that provide receipting services to the Group.
For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term
deposits as defined above.
m) Financial instruments
The primary objective with regard to the management of cash of the Group’s business model for managing financial assets is to
protect against the loss of principal. Additionally, the Group aims to maximise Group liquidity by concentrating cash centrally;
to align the maturity profile of external investments with that of the forecast liquidity profile; to wherever practicable, match the
interest rate profile of external investments to that of debt maturities or fixings; and to optimise the investment yield within the
Group’s investment parameters.
Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the relevant
instrument and derecognised when it ceases to be a party. Such assets and liabilities are classified as current if they are
expected to be realised or settled within 12 months after the balance sheet date. If not, they are classified as non-current. In
addition, current liabilities include amounts where the entity does not have an unconditional right to defer settlement of the
liability for at least 12 months after the balance sheet date.
Non-derivative financial assets are classified on initial recognition in accordance with the Group’s business model as
investments, loans and receivables, or cash and cash equivalents and accounted for as follows:
Loans and other receivables: These are non-derivative financial assets with fixed or determinable payments that are
solely payments of principal and interest on the principal amount outstanding, that are primarily held in order to collect
contractual cash flows. These balances include trade and other receivables and are measured at amortised cost, using the
effective interest rate method, and stated net of allowances for credit losses.
Cash and cash equivalents: Cash and cash equivalents include cash in hand and deposits held on call. Cash equivalents
normally comprise instruments with maturities of three months or less at their date of acquisition. In the cash flow statement,
cash and cash equivalents are shown net of bank overdrafts, which are included as current borrowings in the liabilities
section on the balance sheet.
2 Summary of significant accounting policies continued
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Strategic report Corporate governance Financial statements
Non-derivative financial liabilities, including borrowings and trade payables, are stated at amortised cost using the effective
interest method. For borrowings, their carrying value includes accrued interest payable.
n) Segmental analysis
The Group is organised and managed on the basis of its brands (Moonpig and Greetz). These are both the reportable and
operating segments for the Group as they form the focus of the Group’s internal reporting systems and are the basis used
by the chief operating decision maker (“CODM”), identified as the CEO and CFO, for assessing performance and allocating
resources. The prices agreed between Group companies for intra-group services and fees are based on normal commercial
practices which would apply between independent businesses.
o) Provisions
Provisions are recognised when either a legal or constructive obligation as a result of a past event exists at the balance sheet
date, it is probable that an outflow of economic resources will be required to settle the obligation and a reasonable estimate
can be made of the amount of the obligation.
p) Pensions and other post-employment benefits
The Group contributes to defined contribution pensions schemes and payments to these are charged as an expense and
accrued over time.
q) Adjusting items
Adjusting items are significant items of income or expense in revenue, profit from operations, net finance costs, taxation
which individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group’s underlying financial
performance because of their size, nature or incidence. In identifying and quantifying adjusting items, the Group consistently
applies a policy that defines criteria that are required to be met for an item to be classified as an adjusting item. These items
are separately disclosed in the segmental analyses or in the notes to the financial statements as appropriate.
The Group believes that these items are useful to users of the consolidated financial statements in helping them to understand
the underlying business performance and are used to derive the Group’s principal non-GAAP measure of Adjusted EBITDA,
which is before the impact of adjusting items and which is reconciled from profit from operations.
r) Equity
Called-up share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity
as a deduction from the proceeds.
Share premium
The amount subscribed for the ordinary shares in excess of the nominal value of these new shares is recorded in share
premium. Costs that directly relate to the issue of ordinary shares are deducted from share premium net of corporation tax.
Merger reserve
The merger reserve relates to the merger reserve arising from the Group Reorganisation accounted for under common control.
Invested capital
Invested capital represents the total equity of the Group during the period prior to the Preparatory Sub-Group Reorganisation.
Other reserves
Share-based payment reserve
The share-based payment reserve is built up of charges in relation to equity-settled share-based payment arrangements
which have been recognised within the consolidated income statement.
Foreign currency translation reserve
The foreign currency translation reserve represents the accumulated exchange differences arising since the acquisition of
Greetz from the impact of the translation of subsidiaries with a functional currency other than Sterling.
2 Summary of significant accounting policies continued
m) Financial instruments continued
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130
Notes to the Consolidated Financial Statements continued
s) Earnings per share
The Group presents basic and diluted EPS for its ordinary shares. Basic EPS is calculated by dividing the profit attributable to
ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. For diluted EPS,
theweighted average number of ordinary shares is adjusted to assume conversion of all dilutive potential ordinary shares.
t) Share-based payments
The Group has equity-settled compensation plans.
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the
grant date of the equity-settled share-based payments is expensed over the vesting period, based on the Group’s estimate
of awards that will eventually vest. For plans where the vesting conditions are based on a market condition, such as total
shareholder return, the fair value at date of grant reflects the probability that this condition will not be met and therefore is
fixed thereafter irrespective of actual vesting.
Fair value is measured by the use of the Black-Scholes and Monte Carlo option pricing model, except where vesting is subject
to market conditions when the Stochastic option pricing model is used. A Chaffe model is used to value the holding period.
The expected term used in the models has been adjusted based on management’s best estimate, for the effects of non-
transferability, exercise restrictions and behavioural considerations.
3 Segmental analysis
The CODM reviews external revenues and Adjusted EBITDA to evaluate segment performance and allocate resources to the
overall business.
“Adjusted EBITDA” is a non-GAAP measure. Adjustments are made to the statutory IFRS results to arrive at an underlying
result which is in line with how the business is managed and measured on a day-to-day basis. Adjustments are made for
items that are individually important in order to understand the financial performance. If included, these items could distort
understanding of the performance for the year and the comparability between periods. Management applies judgement in
determining which items should be excluded from underlying performance. See Note 5 for details of these adjustments.
The two brands (Moonpig and Greetz) are the reportable segments for the Group, with Moonpig based in the UK and Greetz
in the Netherlands. They form the focus of the Group’s internal reporting systems and are the basis used by the CODM for
assessing performance and allocating resources.
The majority of the Group’s revenue is derived from retail to the general public in the cards and gifting markets. No single
customer accounted for 10% or more of the Group’s revenue.
Finance income and expense are not allocated to the reportable segments, as this activity is managed centrally.
In common with many retailers, revenue and trading profit are subject to seasonal fluctuations and are weighted towards the
second half of the year which includes the key peak periods for the business.
Segment analyses
The following table shows revenue by segment that reconciles to the consolidated revenue for the Group.
2022
£000
2021
£000
Moonpig 234,670 281,737
Greetz 69,663 86,446
Total external revenue 304,333 368,183
The following table shows revenue by key geography that reconciles to the consolidated revenue for the Group. The
geographical split of revenue is based on the ordering website location:
2022
£000
2021
£000
UK and Ireland 230,931 276,972
Netherlands 69,663 84,642
Rest of the world
1
3,739 6,569
Total external revenue 304,333 368,183
1 Rest of the world revenue includes the USA and Australia.
2 Summary of significant accounting policies continued
131
Strategic report Corporate governance Financial statements
The following table shows the information regarding assets by segment that reconciles to the consolidated Group.
2022
£000
2021
£000
Moonpig
Non-current assets
1
35,986 27,113
Capital expenditure (784) (1,606)
Intangible expenditure (8,262) ( 7,611)
Depreciation and amortisation (8,803) ( 7,426)
Greetz
Non-current assets
1
19,283 27, 2 1 0
Capital expenditure (660) (1,453)
Intangible expenditure (35) (139)
Depreciation and amortisation (5,558) (4,306)
Group
Non-current assets
1
55,269 54,323
Capital expenditure (1,444) (3,059)
Intangible expenditure (8,297) ( 7,75 0)
Depreciation and amortisation (14,361) (11,732)
1 Comprises intangible assets and property, plant and equipment.
The Group’s measure of segment profit, Adjusted EBITDA, excludes adjusting items; refer to the APMs section on pages 156 to
157 for calculation.
2022
£000
2021
£000
Adjusted EBITDA
Moonpig 59,062 78,268
Greetz 15,821 13,860
Group Adjusted EBITDA 74,883 92,128
Depreciation and amortisation
Moonpig 8,803 7, 426
Greetz
1
5,558 4,306
Group depreciation and amortisation 14,361 11,732
1 Includes amortisation arising on Group consolidation on intangibles forming part of the Greetz Cash Generating Unit (“CGU”).
The following table shows Adjusted EBITDA that reconciles to the consolidated results of the Group.
Note
2022
£000
2021
£000
Adjusted EBITDA 74,883 92,128
Depreciation and amortisation 10,11 (14,361) (11,732)
Adjusting items 5 (11,585) (41,742)
Operating profit 48,937 38,654
Finance income 6 686
Finance expense 6 (8,977) (6,472)
Profit before taxation 39,960 32,868
Taxation charge 8 (8,521) (12,097)
Profit for the year 31,439 20,771
3 Segmental analysis continued
Segment analyses continued
Moonpig Group plc | Annual Report and Accounts 2022
132
Notes to the Consolidated Financial Statements continued
4 Operating profit
Nature of expenses charged/(credited) to operating profit from continuing operations:
2022
£000
2021
£000
Research and development expenses 1,608 1,385
Depreciation on property, plant and equipment 4,660 4,318
Amortisation of intangible fixed assets 9,701 7,414
Share-based payment charges 8,308 27,3 03
Foreign exchange loss/(gain) 69 (65)
Loss on disposal of intangible and tangible assets 215 47
Expense relating to short-term leases 12 12
Other income
1
(1,433) (1,482)
Auditors’ remuneration:
Fees to auditors for the audit of these consolidated financial statements 591 443
Fees to auditors’ firms and associates for local audits 77 50
Total audit fees expense 668 493
Fees to auditors’ firms and associates for other services:
Assurance services 107 2,535
Tax advisory services 49
Tax compliance 72
775 3,149
1 Other income relates to a sublease with a subsidiary of the Former Parent Undertaking for its portion of the space used at the Group’s head offices at Herbal House.
During the year, PricewaterhouseCoopers LLP charged the Group as follows:
In respect of audit-related assurance services: £775,000 (2021: £3,028,000). In 2021 this figure included one-off assurance
services regarding due diligence and IPO services which included related transaction costs totalling £2,535,000. In 2022 no
such one-off assurance services regarding due diligence and IPO services were provided.
In respect of non-audit-related services: £nil (2021: £121,000).
5 Adjusting items
2022
£000
2021
£000
IPO-related transaction costs (10,625)
IPO-related bonuses (3,618) (4,292)
IPO-related share-based payment charges ( 7,038) (27,105)
Pension provision 2,086
Recognition and remeasurement of pension indemnity (1,806)
M&A-related transaction costs (929)
Total adjustments made to operating profit (11,585) (41,742)
IPO-related transaction costs
IPO-related transaction costs relate to the expenditure incurred, including fees and costs, in relation to the IPO process that
completed during the year ended 30 April 2021.
IPO-related bonuses
IPO-related bonuses are one-off cash-settled bonuses, and the cash component of the Pre-IPO schemes, awarded in relation
to the IPO process that completed during the year ended 30 April 2021.
IPO-related share-based payment charges
IPO-related share-based payment charges relate to the Legacy Schemes, Pre-IPO and SIP awards that were granted in
relation to the IPO process that completed during the year ended 30 April 2021.
Pension provision and recognition and remeasurement of pension indemnity
In December 2020, Greetz and the Retail Pension Fund (“Dutch Pension Fund”) entered a settlement and agreed that the
Retail Pension Fund will exempt Greetz from any past and future obligation to participate in the Retail Pension Fund in relation
to the claim.
133
Strategic report Corporate governance Financial statementsFinancial statements
As a result, £2,086,000 of the provision was released in the year ended 30 April 2021. The indemnification asset was
correspondingly reduced by £1,806,000. In February 2021, Greetz and the sellers entered a settlement and agreed to settle the
claim. As a result, a final payment of £542,000 was made to the sellers. The Group has now settled in full with the sellers. Only
charges related to periods before Greetz was acquired by the Group have been treated as adjusting items.
M&A-related transaction costs
M&A-related transaction costs relate to fees and costs incurred in relation to the proposed acquisition of Buyagift, the UK’s
leading gift experiences platform.
Cash paid in the year in relation to adjusting items in the year totalled £2,146,000 (2021: £10,789,000).
6 Finance income and costs
Finance income
2022
£000
2021
£000
Bank interest receivable 686
Total finance income 686
Finance costs
2022
£000
2021
£000
Interest payable on leases (663) (755)
Bank interest payable (6,297) (2,107)
Interest payable to entities formerly under common control
1
(2,711)
Amortisation of capitalised borrowing costs (1,360) (226)
Net foreign exchange loss on financing activities (657) (673)
Total finance costs (8,977) (6,472)
Net finance costs (8,977) (5,786)
1 Refer to related party transactions Note 23.
7 Employee benefit costs
The average monthly number of employees (including Directors) during the year by segment was made up as follows:
2022
Number
2021
Number
Administration 358 309
Production 89 90
Total employees 447 399
2022
£000
2021
£000
Wages and salaries 33,343 27,9 09
Social security costs 4,753 4,394
Other pension costs
1
977 449
Share-based payment expense 7,70 1 2 7,30 3
Total gross employment costs 46,774 60,055
Staff costs capitalised as intangible assets (8,297) (7,401)
Total employment costs 38,477 52,654
1 Includes movements on the provision for potential pension liabilities. See Notes 5 and 16 for details.
The Group’s employees are members of defined contribution pension schemes with obligations recognised as an operating
cost in the income statement as incurred.
The Group pays contributions into separate funds on behalf of the employee and has no further obligations to employees. The
risks associated with this type of plan are assumed by the member. Contributions paid by the Group in respect of the current
period are included within the consolidated income statement.
5 Adjusting items continued
Pension provision and recognition and remeasurement of pension indemnity continued
Moonpig Group plc | Annual Report and Accounts 2022
134
Notes to the Consolidated Financial Statements continued
8 Taxation
(a) Tax on gain on ordinary activities.
The tax charge is made up as follows:
2022
£000
2021
£000
Profit before taxation 39,960 32,868
Current tax:
UK corporation tax on profit for the year 7,267 11,240
Foreign tax charge 2,959 542
Adjustment in respect of prior years (654) (164)
Total current tax 9,572 11,618
Deferred tax:
Origination and reversal of temporary differences (1,224) (589)
Impact of changes in tax law and rates (75)
Adjustment in respect of prior years 248 1,068
Total deferred tax (1,051) 479
Total tax charge in the income statement 8,521 12,097
(b) The tax assessed for the year differs from the standard UK rate of corporation tax applicable of 19.00% (2021: 19.00%). The
differences are explained below:
2022
£000
2021
£000
Profit before taxation 39,960 32,868
Profit on ordinary activities multiplied by the UK tax rate 7,59 2 6,245
Effects of:
Expenses not deductible for tax purposes 1,391 7,7 71
Non-taxable income (371) (381)
Losses claimed from entities formerly under common control - (2,445)
Effect of higher tax rates in overseas territories 411 3
Tax under/(over) provided in previous years (407) 904
Change in UK deferred tax rate (204)
Other permanent differences 109
Total tax charge for the year 8,521 12,097
Taxation for other jurisdictions is calculated at the rates prevailing in each jurisdiction.
The effective tax rate is higher than the UK tax rate of 19%, which primarily reflects the non-deductible nature of the Legacy
Incentives (refer to Note 19).
(c) Deferred tax:
Accelerated
capital
allowances
£000
Intangible assets
£000
Tax losses
carried forward
£000
Share-based
payments
£000
Other short-
term temporary
differences
£000
Total
£000
Balance at 1 May 2020 (388) (3,741) 1,233 29 (2,867)
Adjustments in respect of prior periods 106 (614) (559) (1,067)
Adjustments posted through equity 73 73
Current year (credit)/charge to income
statement 69 535 (704) 229 460 589
Effects of movements in exchange rates 1 30 3 34
Balance at 30 April 2021 (213) (3,819) 302 492 (3,238)
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Strategic report Corporate governance Financial statementsFinancial statements
Accelerated
capital
allowances
£000
Intangible assets
£000
Share-based
payments
£000
Other short-
term temporary
differences
£000
Total
£000
Balance at 1 May 2021 (213) (3,819) 302 492 (3,238)
Adjustments in respect of prior periods (522) 56 - 218 (248)
Current year (credit)/charge to income statement (293) 926 481 185 1,299
Effects of movements in exchange rates - 19 - - 19
Balance at 30 April 2022 (1,028) (2,818) 783 895 (2,168)
The Finance Bill 2021 included legislation to increase the main rate of corporation tax from 19% to 25% from 1 April 2023. This
rate change is included above as the Finance Bill 2021 has been substantively enacted.
On 15 December 2021, the Dutch Senate approved the 2022 Tax Plan. One of the measures of the 2022 Tax Plan is that the
general corporate income tax rate increase to 25.8% as of January 1, 2022, the deferred tax has been measured using this rate.
9 Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average
number of ordinary shares in issue during the year.
Diluted earnings per share
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of
all potentially dilutive ordinary shares. The Group has potentially dilutive ordinary shares arising from share options granted to
employees under the share schemes as detailed in Note 19 of these financial statements.
Adjusted earnings per share
Earnings attributable to ordinary equity holders of the Group for the period, adjusted to remove the impact of adjusting items
and the tax impact of these; divided by the weighted average number of ordinary shares outstanding during the period.
Adjusted
2022
IFRS
2022
Adjusted
2021
IFRS
2021
Earnings attributable to equity holders of the Company (£000):
Profit for the year 41,674 31,439 61,337
1
20,771
Number of shares:
Weighted average number of ordinary shares Basic 339,036,292 339,036,292 339,036,292 339,036,292
Weighted average number of ordinary shares Diluted 345,993,719 345,993,719 345,625,737 345,625,737
Earnings per share attributable to equity holders of the Company
continuing operations:
Basic earnings per share (pence) 12.3 9.3 18.1 6.1
Diluted earnings per share (pence) 12.0 9.1 17.7 6.0
1 Refer to the Alternative Performance Measures section for reconciliation.
8 Taxation continued
(c) Deferred tax: continued
Moonpig Group plc | Annual Report and Accounts 2022
136
Notes to the Consolidated Financial Statements continued
10 Intangible assets
Goodwill
£000
Trademark
£000
Technology
and
development
costs
1
£000
Customer
database
£000
Software
£000
Other
intangibles
£000
Total
£000
Cost
1 May 2020 6,459 8,699 14,927 15,241 553 1,573 47,4 52
Additions 142 7,3 43 209 7,694
Disposals (5,948) (51) (5,999)
Transfers 4 (4)
Foreign exchange 10 60 7 77
30 April 2021 6,459 8,855 16,382 15,241 714 1,573 49,224
Accumulated amortisation and impairment
1 May 2020 1,449 5,994 2,609 238 1,311 11,601
Amortisation charge 906 4,454 1,620 162 272 7,414
Disposals (5,948) (46) (5,994)
Transfers 1 (1)
Foreign exchange (24) (40) (42) (3) (10) (119)
At 30 April 2021 2,332 4,460 4,187 350 1,573 12,902
Net book value 30 April 2021 6,459 6,523 11,922 11,054 364 36,322
Goodwill
£000
Trademark
£000
Technology
and
development
costs
£000
Customer
database
£000
Software
£000
Other
intangibles
£000
Total
£000
Cost
1 May 2021 6,459 8,855 16,382 15,241 714 1,573 49,224
Additions 35 8,262 8,297
Disposals (4,602) (423) (5,025)
Transfers (9) (9)
Foreign exchange (223) (311) (60) (53) 205 (54) (496)
30 April 2022 6,236 8,579 19,982 15,188 487 1,519 51,991
Accumulated amortisation and impairment
1 May 2021 2,332 4,460 4,187 350 1,573 12,902
Amortisation charge 766 5,519 3,207 209 9,701
Disposals (4,602) (344) (4,946)
Transfers (4) (4)
Foreign exchange 80 40 45 199 (54) 310
At 30 April 2022 3,178 5,417 7, 439 410 1,519 17,963
Net book value 30 April 2022 6,236 5,401 14,565 7,749 77 34,028
1 The technology and development costs include assets under construction of £3,950,000 (2021: £3,002,000).
(a) Goodwill
Goodwill relates to the acquisition of Greetz in 2018, recognised within the Greetz CGU.
(b) Trademark
Included in the net book value of trademarks are trademarks relating to the acquisition of Greetz with finite lives. The
remaining useful economic life at 30 April 2022 on the trademark is 6 years 4 months (2021: 7 years 4 months).
(c) Technology and development costs
Technology and development costs relate only to internally developed assets. The costs of these assets include capitalised
expenses of employees working full-time on software development projects, third-party consulting firms, and software licence
fees from third-party suppliers.
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Strategic report Corporate governance Financial statementsFinancial statements
(d) Customer database
Customer database relates to the valuation of existing customer relationships held by Greetz on acquisition. The remaining
useful economic life at 30 April 2022 on the customer database is 8 years 4 months (2021: 9 years 4 months).
(e) Software
Software intangible assets include accounting and marketing software purchased by the Group.
(f) Other intangibles
Other intangible assets include non-compete agreements, and information content for products and software that have been
valued and separately recognised.
(g) Annual impairment tests
Goodwill
Goodwill is allocated to the appropriate cash-generating unit (“CGU”) based on the smallest identifiable group of assets that
generates cash inflows independently in relation to the specific goodwill. The recoverable amount of a CGU or group of CGUs
is determined as the higher of its fair value less costs of disposal and its value-in-use. In determining value-in-use, estimated
future cash flows are discounted to their present value. The Group has performed its annual test for impairment as at 30 April
2022. The cash flow projections used in determining the value in use of each CGU are based on the approved Group plan for
the three years following the current financial year (including the FY23 approved budget) and, in view of the Group’s history of
growth, underpinned by the consistency of repeat purchase behaviour across annual customer cohorts, the Directors consider
that it is appropriate to extend this by a further five years. Beyond this period, the projections have been extrapolated using an
estimated long-term growth rate.
The key assumptions for the recoverable amounts are the average medium-term revenue growth rates and long-term growth
rates, which directly impact the cash flows, and the discount rates used in the calculation. The average medium-term revenue
growth rates included below have been calculated for disclosure purposes only and are expressed as the compound annual
growth rates in the initial eight years for all cash-generating units of the plans used for impairment testing.
Value-in-use assumptions
The table below shows key assumptions used in the value-in-use calculations.
Greetz CGU 2022 2021
Pre-tax discount rate 9.6% 9.8%
Average medium-term revenue growth rate 13.3% 3.3%
1
Long-term growth rate 2.0% 2.0%
1 Refer to the viability statement on pages 62 to 63 for further discussion.
Discount rate
The Group calculates a Greetz CGU-specific Weighted Average Cost of Capital (“WACC”), applying local government bond
yields and tax rates. For reference the equivalent CGU-specific WACC for Moonpig was 12.7% (2021: 11.6%). The discount rate
applied to a CGU represents a pre-tax rate that reflects the market assessment of the time value of money as at 30 April 2022
and the risks specific to the CGU.
Sensitivity analysis
A sensitivity analysis was performed for each of the significant CGUs or group of CGUs and management concluded that no
reasonably possible change in any of the key assumptions would result in the carrying value of the CGU or group of CGUs to
exceed its recoverable amount.
Other finite-life intangible assets
At each reporting period date, the Group reviews the carrying amounts of other finite-life intangible assets to determine
whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where it is not possible to
estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating
unit to which the asset belongs.
10 Intangible assets continued
Moonpig Group plc | Annual Report and Accounts 2022
138
Notes to the Consolidated Financial Statements continued
11 Property, plant and equipment
Freehold
property
£000
Plant and
machinery
£000
Fixtures and
fittings
£000
Leasehold
improvements
£000
Computer
equipment
£000
Right-of-use
assets plant
and
machinery
£000
Right-of-use
assets land
and
buildings
£000
Total
£000
Cost
1 May 2020 3,999 5,386 970 4,150 2,123 1,225 11,855 29,708
Additions 2,110 276 2 671 55 3,114
Disposals (711) (1) (15) (379) (1,106)
Modifications 396 396
Foreign exchange (27) (5) 12 (11) (31)
30 April 2021 3,999 6,758 1,245 4,132 2,415 1,292 12,240 32,081
Accumulated depreciation
and impairment
1 May 2020 1,772 3,785 489 1,274 1,417 382 1,741 10,860
Depreciation charge 160 819 272 401 449 398 1,819 4,318
Disposals (691) (1) (1) (372) (1,065)
Foreign exchange (1) (6) (1) (1) 10 4 (38) (33)
30 April 2021 1,931 3,907 759 1,673 1,504 784 3,522 14,080
Net book value 30 April 2021 2,068 2,851 486 2,459 911 508 8,718 18,001
Freehold
property
£000
Plant and
machinery
£000
Fixtures and
fittings
£000
Leasehold
improvements
£000
Computer
equipment
£000
Right-of-use
assets plant
and
machinery
£000
Right-of-use
assets land
and
buildings
£000
Total
£000
Cost
1 May 2021 3,999 6,758 1,245 4,132 2,415 1,292 12,240 32,081
Additions 803 94 11 536 6,571 8,015
Disposals (92) (812) (74) (420) (526) (1,924)
Modifications 7 7
Foreign exchange (75) (1) (15) (39) (39) (67) (236)
30 April 2022 3,907 6,674 1,264 3,708 2,393 1,253 18,744 37,94 3
Accumulated depreciation
and impairment
1 May 2021 1,931 3,907 759 1,673 1,504 784 3,522 14,080
Depreciation charge 158 1,030 291 399 502 251 2,029 4,660
Disposals (36) (802) (73) (420) (488) 43 (1,776)
Transfers 4 4
Foreign exchange (35) (1) (14) (19) (116) (81) (266)
30 April 2022 2,053 4,100 976 1,638 1,503 962 5,470 16,702
Net book value 30 April 2022 1,854 2,574 288 2,070 890 291 13,274 21,241
12 Inventories
2022
£000
2021
£000
Raw materials and consumables 2,109 1,978
Finished goods 9,987 13,645
Total inventory 12,096 15,623
Less: Provision for write off of:
Raw materials and consumables (194) (149)
Finished goods (1,785) (592)
Net inventory 10,117 14,882
The cost of inventories recognised as an expense and included in cost of sales during the period amounted to £51,313,000
(2021: £57,862,000).
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Strategic report Corporate governance Financial statementsFinancial statements
13 Trade and other receivables
2022
£000
2021
£000
Current:
Trade receivables 138 700
Less: provisions (17)
Trade receivables net 138 683
Other receivables 1,944 777
Other receivables with entities formerly under common control 458 210
Prepayments 1,752 2,632
Total current trade and other receivables 4,292 4,302
The movements in the allowance account are as follows:
2022
£000
2021
£000
At 1 May 17 109
Charge for the year
Utilised
Released (17) (92)
At 30 April 17
Trade and other receivables are predominantly denominated in the functional currencies of subsidiary undertakings. There is
no material difference between the above amounts for trade and other receivables (including loan receivables) and their fair
value due to their contractual maturity of less than 12 months.
Other receivables with entities formerly under common control relate to costs in connection with leased property.
As permitted by IFRS 9, the Group applies the simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been
grouped based on shared credit risk characteristics such as ageing of the debt and the credit risk of the customers. A historical
credit loss rate is then calculated and then adjusted to reflect expectations about future credit losses. A customer balance
is written off when it is considered that there is no reasonable expectation that the amount will be collected, and legal
enforcement activities have ceased.
The Group’s credit risk on trade and other receivables is primarily attributable to trade receivables. There are no significant
concentrations of credit risk since the risk is spread over a large number of unrelated counterparties.
The Group’s businesses implement policies, procedures and controls to manage customer credit risk. Outstanding balances
are regularly monitored and reviewed to identify any change in risk profile.
The Group considers its credit risk to be very low with Group revenues derived from electronic payment processes (including
credit card, debit card, PayPal, iDeal and Single Euro Payments Area (“SEPA”) executed over the internet, with the majority of
receipts reaching the bank accounts in one to two days.
At 30 April 2022, the Group had net trade receivables of £138,000 (2021: £683,000). Trade receivables are reviewed regularly
for any risk of impairment and provisions are booked where necessary.
The maximum exposure to credit risk is the trade receivable balance at the year-end. The Group has assessed its exposure below:
Trade receivables ageing
2022
£000
2021
£000
Up to 30 days 74 360
Past due but not impaired:
30 to 90 days 55 339
More than 90 days 9 1
Gross 138 700
Less: provisions (17)
Net trade receivables 138 683
Moonpig Group plc | Annual Report and Accounts 2022
140
Notes to the Consolidated Financial Statements continued
2022
£000
2021
£000
Non-current other receivables:
Other receivables 1,928 1,412
Total non-current trade and other receivables 1,928 1,412
Other non-current receivables relate to security deposits in connection with leased property.
14 Cash and cash equivalents
2022
£000
2021
£000
Cash and bank balances 100,242 64,085
Cash equivalents 1,435 1,935
Total cash and cash equivalents 101,677 66,020
The carrying value of cash and cash equivalents approximates their fair value. Cash equivalents relate to cash in transit from
various payment processing intermediaries that provide receipting services to the Group.
Cash and cash equivalents are denominated in Pound Sterling or other currencies as shown below.
2022
£000
2021
£000
Pound Sterling 9 7,394 61,926
Euro 3,687 4,094
Australian Dollar 546
US Dollar 50
Total cash and cash equivalents 101,677 66,020
15 Trade and other payables
2022
£000
2021
£000
Current
Trade payables 19,402 32,500
Other payables 226
Other taxation and social security 4,370 2,436
Accruals 19,530 22,741
Trade payables with entities formerly under common control 2,692
Total current trade and other payables 43,302 60,595
Trade and other payables are predominantly denominated in the functional currencies of subsidiary undertakings. The
Demerger resulted in the settlement of the Group’s related-party balances with the entities formerly under common control.
Trade and other payables decreased, reflecting the unwind of the atypically high balances on 30 April 2021 which arose as a
result of strong trading, investment in brand marketing and the build-up of buffer inventory.
There is no material difference between the above amounts for trade and other payables and their fair value due to materially
all of the trade and other payables having a contractual maturity of less than 12 months.
2022
£000
2021
£000
Non-current
Other payables 4,207 885
Other taxation and social security 1,338 122
Accruals 129
Other payables with entities formerly under common control 638 638
Total non-current trade and other payables 6,312 1,645
Non-current trade and other payables predominantly relate to the cash component of the Pre-IPO awards, refer to Note 19 for
further details.
13 Trade and other receivables continued
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Strategic report Corporate governance Financial statementsFinancial statements
16 Provisions for other liabilities and charges
Pension
provisions
£000
Other
provisions
£000
Dilapidations
provisions
£000
Total
£000
At 1 May 2020 3,303 816 4,119
Charged in the year 1,728 1,728
Utilisation (867) (867)
Release of provisions in the year (2,613) (2,613)
Foreign exchange 177 (31) 146
At 30 April 2021 1,697 816 2,513
Pension
provisions
£000
Other
provisions
£000
Dilapidations
provisions
£000
Total
£000
At 1 May 2021 1,697 816 2,513
Charged in the year 235 693 928
Utilisation
Release of provisions in the year (64) (64)
Foreign exchange (31) (31)
At 30 April 2022 1,837 1,509 3,346
Current provisions
Pension provision costs relate to items discussed in Note 5. Other provisions relate to stamps and voucher provisions and a
royalty provision. The above provisions are due to be settled within the year.
Non-current provisions
Dilapidations provisions relate to the Herbal House head office and the new UK facility and these are non-current due to their
settlement date.
17 Contract liabilities
In all material respects, current deferred income at 1 May 2020 and 1 May 2021 was recognised as revenue during the
respective subsequent year. Other than business-as-usual movements there were no significant changes in contract liability
balances during the year.
18 Borrowings
2022
£000
2021
£000
Current
Lease liabilities 2,151 2,406
Borrowings 213 389
Non-current
Lease liabilities 13,169 9,626
Borrowings 169,950 168,682
Total borrowings and lease liabilities 185,483 181,103
The Group’s sources of borrowing for liquidity purposes include the Senior Facilities Agreement executed on 7 January 2021.
Liabilities arising from the Group’s lease arrangements are also reported in borrowings. The Senior Facilities Agreement
comprises a Sterling (GBP) Term Loan B of £175,000,000 and a multicurrency RCF in an initial aggregate amount equal to
£20,000,000, provided by a syndicate of banks.
Term Loan B has a term of 60 months. The RCF shall be used to finance general corporate expenditure and other working
capital requirements should they arise, has a term of 60 months, and expires in January 2026. As at 30 April 2022, the RCF
remains undrawn.
The Term Loan under the Senior Facilities Agreement bears interest at a floating rate of interest which was linked to LIBOR until
8 December 2021 and linked to SONIA since this date. Management undertook an assessment with respect to the transition to
an alternative benchmark rate (SONIA) and the impact on the financial statements was not considered to be material.
Moonpig Group plc | Annual Report and Accounts 2022
142
Notes to the Consolidated Financial Statements continued
The Senior Facilities Agreement is subject to an EBITDA to Total Net Debt covenant of 4.50x for the year ended 30 April 2022,
4.00x until and including the year ended 30 April 2023 and 3.50x thereafter, tested semi-annually, with EBITDA and Total Net
Debt as defined in the Senior Facilities Agreement.
Borrowings are repayable as follows:
2022
£000
2021
£000
Within one year 213 389
Within one and two years
Within two and three years
Within three and four years
1
169,950
Within four and five years 168,682
Beyond five years
Total borrowings 170,163 169,071
1 Total borrowings include £213,000 in respect of accrued unpaid interest and are shown net of capitalised borrowing costs of £5,050,000 (2021: £6,318,000).
Lease liabilities are repayable as follows:
2022
£000
2021
£000
Within one year 2,798 2,989
Within one and two years 2,680 2,556
Within two and three years 2,670 1,939
Within three and four years 2,667 1,929
Within four and five years 2,667 1,926
Beyond five years 4,259 2,728
17,741 14,067
Effect of discounting (2,421) (2,035)
Total lease liability 15,320 12,032
The table below details changes in liabilities arising from financing activities, including both cash and non-cash changes.
Borrowings
£000
Lease
liabilities
£000
Total
£000
1 May 2020 26,722 13,706 40,428
Cash flow 166,759 (2,542) 164,217
Foreign exchange 113 113
Interest and other
1
(24,410) 755 (23,655)
30 April 2021 169,071 12,032 181,103
Cash flow (6,451) (3,105) (9,556)
Foreign exchange (68) (68)
Interest and other
1
7,54 3 6,461 14,004
30 April 2022 170,163 15,320 185,483
1 Interest and other within borrowings comprises amortisation of capitalised borrowing costs. Interest and other within lease liabilities comprises interest on leases as
disclosed in Note 6, as well as the lease liability addition in relation to the new UK facility.
18 Borrowings continued
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Strategic report Corporate governance Financial statementsFinancial statements
19 Share-based payments
Legacy schemes
Prior to Admission and prior to the Demerger during the year ended 30 April 2021, share and cash-based incentives were
awarded by the Former Parent Undertaking in relation to legacy compensation agreements for certain employees, senior
management, and Directors. In connection with that Demerger, such shares have been converted into separate shares in
Moonpig Group plc and other companies formerly under common control. These were accounted for in accordance with IFRS
2 and disclosed in the Prospectus.
A total of 13,880,160 awards were granted for shares in Moonpig Group plc. Of these, 10,811,580 vested on the date of
Admission, with the remainder vesting on 7 January 2023. A portion of the shares which vested on the date of Admission are
subject to a one-year sale restriction. Awards were granted in respect of 53,416 shares in other companies formerly under
control, which vested on the date of Admission. This resulted in a non-cash charge of £25,695,000 in FY21 from both share
awards which vested on the date of Admission, and the accrual for share awards due to vest on 7 January 2023. For the
share awards due to vest on 7 January 2023, there was a non-cash charge of £3,260,000 in FY22 and there are expected
further non-cash charges of £2,251,000 in FY23. National Insurance is not included on these schemes as they operated at an
unrestricted tax market value.
Pre-IPO awards
These awards were granted on 27 January 2021 and comprise two equal tranches, with the first tranche vesting on 30 June
2023 and the second tranche on 30 April 2024. The share awards vesting is subject to the achievement of revenue and
Adjusted EBITDA performance conditions, and participants to remain employed by the Company over the vesting period.
Given the constituents of the scheme, no attrition assumption has been applied. The outstanding number of awards at the end
of the period is 2,546,859 (2021: 2,642,841).
Pre-IPO Awards
Valuation model Black-Scholes
Weighted average share price (pence) 350.0
Exercise price (pence) 0
Expected dividend yield 0%
Risk-free interest rate N/A
Volatility N/A
Expected term (years) 2.42/3.26
Weighted average fair value (pence) 350.00
Attrition 0%
Weighted average remaining contractual life 4.17 years
Pre-IPO awards
Number
of shares
Weighted
average exercise
price
(£)
Outstanding at the beginning of the period 2,642,841
Granted 32,143
Exercised
Forfeited (128,125)
Outstanding at the end of the period 2,546,859
Exercisable at the end of the period
Moonpig Group plc | Annual Report and Accounts 2022
144
Notes to the Consolidated Financial Statements continued
Long Term Incentive Plan (“LTIP”)
These awards were granted on 1 February 2021 and will vest on 30 June 2024. Half of the share awards vesting is subject to
a relative TSR performance condition measured against the constituents of the FTSE 250 Index (excluding Investment Trusts).
The other half of the share awards vesting is subject to the achievement of an Adjusted Pre-Tax EPS performance condition.
Participants are also required to remain employed by the Company over the vesting period, with Executive Directors to 30 April
2026. Given the constituents of the scheme, no attrition assumption has been applied. The outstanding number of shares at
the end of the period is 871,275 (2021: 871,275).
LTIP
Valuation model Stochastic, Black–Scholes and Chaffe
Weighted average share price (pence) 350.0
Exercise price (pence) 0
Expected dividend yield 0%
Risk-free interest rate (0.07)%/(0.02)%
Volatility 32.8%/34.5%
Expected term (years) 3.41/1.83
Weighted average fair value (pence) 268.35
Attrition 0%
Weighted average remaining contractual life 5.17 years
LTIP awards
Number
of shares
Weighted
average exercise
price
(£)
Outstanding at the beginning of the period 871,275
Granted
Exercised
Forfeited
Outstanding at the end of the period 871,275
Exercisable at the end of the period
Share Incentive Plan (“SIP”)
The SIP was used to grant share awards to all eligible employees at Admission based on their length of service. No costs
were incurred by employees to acquire the shares. The share awards were granted on 1 February 2021. The free share awards
granted to UK-based staff are subject to a minimum three-year holding period. The awards made to employees in Guernsey
and the Netherlands are not subject to a holding period.
Deferred Share Bonus Plan (“DSBP”)
The Group has bonus arrangements in place for Executive Directors and certain key management personnel within the Group
whereby a proportion of the annual bonus is subject to deferral over a period of three years with vesting subject to continued
service only.
On 6 August 2021, 92,970 shares were granted in relation to the deferred element of the FY21 bonus. These shares will vest on
6 August 2024. The outstanding number of shares at the end of the period is 92,970 (2021: Nil).
Save As You Earn (“SAYE”)
The Group entered a SAYE scheme for all eligible employees under which employees are granted an option to purchase
ordinary shares in the Company at an option price set at a 20% discount to the average market price over the three days
before the invitation date, in three years’ time, dependent on their entering into a contract to make monthly contributions into a
savings account over the relevant period.
19 Share-based payments continued
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Strategic report Corporate governance Financial statementsFinancial statements
The awards were granted on 3 September 2021 and will vest on 1 October 2024, with a six-month exercise period following
vesting. The awards are subject only to service conditions with the requirement for the recipients of awards to remain in
employment with the Company over the vesting period.
SAYE
Valuation model Black-Scholes
Weighted average share price (pence) 381.8
Exercise price (pence) 302
Expected dividend yield 0%
Risk-free interest rate 0.19%
Volatility 29.32%
Expected term (years) 3.00
Weighted average fair value (pence) 113.73
Attrition 0%
Weighted average remaining contractual life 2.9 years
SAYE
Number of
shares
Weighted
average exercise
price
(£)
Outstanding at the beginning of the period
Granted 358,316
Exercised
Forfeited (40,295)
Outstanding at the end of the period 318,021
Exercisable at the end of the period
The fair value of awards under the Pre-IPO and DSBP awards are equal to the share price on the date of award as there is no
price to be paid and employees are entitled to dividend equivalents.
For awards with a market condition, volatility is calculated over the period commensurate with the remainder of the
performance period immediately prior to the date of grant. For all other conditions, volatility is calculated over the period
commensurate with the expected term. As the Company had only recently listed, a proxy volatility equal to the median volatility
of the FTSE 250 (excluding Investment Trusts) over the respective periods has been used. Consideration has also been made to
the trend of volatility to return to its mean, by disregarding extraordinary periods of volatility.
Share-based payments expenses recognised in the income statement:
2022
£000
2021
£000
Legacy schemes 3,260 25,695
Pre-IPO awards 3,778 1,008
LTIP 822 198
SIP 402
SAYE 79
DSBP 369
Share-based payments expense
1
8,308 2 7, 3 0 3
1 The £8,308,000 (FY21: £27,303,000) stated above is presented inclusive of NI of £607,000 (FY21: £63,000).
19 Share-based payments continued
Save As You Earn (“SAYE”) continued
Moonpig Group plc | Annual Report and Accounts 2022
146
Notes to the Consolidated Financial Statements continued
20 Share capital and reserves
The Group considers its capital to comprise its ordinary share capital, share premium, merger reserve, retained earnings,
share-based payments reserve and foreign exchange translation reserve. Quantitative detail is shown in the consolidated
statement of changes in equity. The Directors’ objective when managing capital is to safeguard the Group’s ability to continue
as a going concern in order to provide returns for the shareholder and benefits for other stakeholders.
Called-up share capital
Ordinary share capital represents the number of shares in issue at their nominal value. Ordinary shares in the Company are
issued, allotted and fully paid up.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per
share at meetings of the Company. The shareholding as at 30 April 2022 is:
2022 Number of
shares
2022
£000
2021 Number of
shares
2021
£000
Allotted, called-up and fully-paid ordinary shares of £0.10 each 342,111,621 34,211 342,111,621 34,211
As at 30 April 2022, ordinary share capital represents 342,111,621 (2021: 342,111,621) ordinary shares with a par value of £0.10.
Share premium
Share premium represents the amount over the par value which was received by the Company upon the sale of the ordinary
shares. Upon the date of listing the par value of the shares was £0.10 but the initial offering price was £3.50. Share premium
is stated net of direct costs of £736,000 (2021: £982,000) relating to the issue of the shares. The movement in direct costs from
FY21 is in relation to the final settlement of held-back funds by the sponsor to cover potential tax liabilities. This has resulted in
additional net proceeds of £246,000 being received by the Company.
Merger reserve
The merger reserve arises from the Group reorganisation accounted for under common control. In the current year £7,560,000
has been reclassified between the merger reserve and retained earnings (net of £2,445,000 included within other creditors) in
relation to group relief settled with the Former Parent Undertaking in FY21.
Other reserves
Other reserves represent the share-based payment reserve and the foreign currency translation reserve.
Share-based payment reserve
The share-based payment reserve is built up of charges in relation to equity-settled share-based payment arrangements
which have been recognised within the consolidated income statement.
Foreign currency translation reserve
The foreign currency translation reserve represents the accumulated exchange differences arising since the acquisition of
Greetz from the impact of the translation of subsidiaries with a functional currency other than Sterling.
Share-based
payment reserve
£000
Foreign currency
translation
reserve
£000
Total other
reserves
£000
At 1 May 2020 7 7
Other comprehensive income (232) (232)
Share-based payment charge (excluding National Insurance) 2 7, 240 27, 24 0
30 April 2021 2 7,24 0 (225) 2 7,015
Other comprehensive income 190 190
Share-based payment charge (excluding National Insurance) 7,701 7,701
30 April 2022 34,941 (35) 34,906
147
Strategic report Corporate governance Financial statementsFinancial statements
21 Financial risk management
The principal financial risks faced by the Group relate to capital risk, liquidity risk, credit risk, foreign currency risk and interest
rate risk.
Market risk
Foreign currency risk
The Group’s exposure to the risk of changes in foreign currency relates primarily to its operating activities. Operating
companies generally only trade in their own currency. The Group is therefore not subject to any significant foreign exchange
transactional exposure within these subsidiaries.
The Group transacts mainly in Sterling and Euros. The Group generates sufficient cash flows in each respective currency to
service operating costs, therefore it does not see foreign currency risk as a significant risk.
The Group’s principal exposure to foreign currency lies in the translation of overseas profits into Sterling; this exposure is not
hedged. Other currency exposures comprise those currency gains and losses recognised in the income statement, reflecting
other monetary assets and liabilities that are not denominated in the functional currency of the entity involved. At 30 April 2022
and 30 April 2021, these exposures were not material to the Group.
Interest rate risk
The Group’s interest rate risk arises from long-term borrowings under the Senior Facilities Agreement with floating rates of
interest linked to LIBOR until 8 December 2021 and SONIA since this date. Management undertook an assessment with respect
to the transition to an alternative benchmark rate, SONIA, and the impact on the financial statements was not considered to
be material. The Group monitors interest rates on an ongoing basis but does not currently hedge interest rate risk.
The Group’s only contract with reference to SONIA is the Senior Facilities Agreement. Note that the below sensitivities are
presented with respect to SONIA only.
Market risk sensitivity analysis
Financial instruments affected by market risks include borrowings and deposits.
The following analysis, required by IFRS 7 Financial Instruments: Disclosures, is intended to illustrate the sensitivity to changes
in market variables, being Sterling interest rates, and Sterling/Euro exchange rates.
The sensitivity analysis assumes reasonable movements in foreign exchange and interest rates before the effect of tax. The
Group considers a reasonable interest rate movement in SONIA to be 3%, based on current interest rate projections. Similarly,
sensitivity to movements in Sterling/Euro exchange rates of 10% are shown, reflecting changes of reasonable proportion in the
context of movement in that currency pair over the last year.
The following table shows the illustrative effect on profit before tax resulting from a 10% change in Sterling/Euro exchange rates:
Income
(losses)/gains
2022
£000
Equity
(losses)/gains
2022
£000
Income
(losses)/gains
2021
£000
Equity
(losses)/gains
2021
£000
10% strengthening of Sterling versus the Euro (778) (662) (133) (193)
10% weakening of Sterling versus the Euro 951 809 162 236
The following table shows the illustrative effect on the consolidated income statement from a 3% change in market interest
rates on the Group’s interest expense. Refer to borrowings in Note 18.
2022
£000
2021
£000
3% increase in market interest rates (5,250) (1,750)
3% decrease in market interest rates 5,250 1,750
Moonpig Group plc | Annual Report and Accounts 2022
148
Notes to the Consolidated Financial Statements continued
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or banking institution fails to meet its contractual obligations.
The Group’s credit risk primarily arises from trade and other receivables. The Group has a very low operational credit risk
due to the transactions being principally of a high volume, low value, and short maturity. The Group has no significant
concentration of operational credit risk.
The credit risk on liquid funds held with HSBC, JP Morgan (“JPM”), Citibank (“Citi”) and Rabobank is considered to be low. The
long-term credit rating for HSBC is A1/A+ per Moody’s/Standard & Poor’s. The long-term credit rating for Rabobank is Aa2/
A+ per Moody’s/Standard & Poor’s. The long-term credit rating for both JPM and Citi is Aa3/A+ per Moody’s/Standard & Poor’s.
Further information on the credit risk management procedures applied to trade receivables is given in Note 13 and to cash and
cash equivalents in Note 14. The carrying amounts of trade receivables and cash and cash equivalents shown in those notes
represent the Group’s maximum exposure to credit risk.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financial
liabilities that are settled by delivering cash. The Group’s approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Group’s reputation.
Cash flow forecasting is performed centrally with rolling forecasts of the Group’s liquidity requirements regularly monitored to
ensure it has sufficient cash to meet operational needs. The Group’s revenue model results in a strong level of cash conversion
allowing it to service working capital requirements.
The Group has access to a multi-currency RCF which has total commitments of £20,000,000. As at 30 April 2022 the facility
remained undrawn.
The amounts in the consolidated balance sheet and related notes that are accounted for as financial instruments and their
classification under IFRS 9, are as follows:
Note
2022
£000
2021
£000
Financial assets
Financial assets at amortised cost:
Current assets
Trade and other receivables
1
13 2,540 1,670
Cash 14 101,677 66,020
Non-current assets
Trade and other receivables 13 1,928 1,412
106,145 69,102
Financial liabilities
Financial liabilities at amortised cost:
Current liabilities
Trade and other payables
2
15 38,932 58,159
Lease liabilities 18 2,151 2,406
Borrowings 18 213 389
Non-current liabilities
Trade and other payables
2
15 4,974 1,523
Lease liabilities 18 13,169 9,626
Borrowings 18 169,950 168,682
229,389 240,785
1 Excluding prepayments.
2 Excluding other taxation and social security.
There is no difference between the fair value and carrying values of the financial assets and liabilities except for borrowings
as detailed below.
21 Financial risk management continued
149
Strategic report Corporate governance Financial statementsFinancial statements
Capital management
The objectives for managing capital are to safeguard the Group’s ability to continue as a going concern, in order to provide
returns for shareholders and benefits for other stakeholders and to maintain an efficient cost of capital structure. To maintain or
adjust the capital structure in future periods, the Group may pay dividends, return capital through share buybacks, issue new
shares or take other steps to increase share capital and reduce or increase debt facilities.
As at 30 April 2022, the Group had gross borrowings of £175,000,000 through its Term Loan B facility. Currently, as the Group’s
consolidated senior net leverage ratio is below 2.00:1, the interest is payable on this facility at a rate of SONIA plus a margin
of 3.00%.The margin will be between 3.00% and 3.75% depending on the consolidated senior net leverage ratio of Moonpig
Group plc and its subsidiaries, which is calculated and reviewed on a biannual basis. The Group remains in compliance with
its banking covenants.
Bank loans and loan notes
The fair value of bank loans is determined using a discounted cash flow valuation technique calculated at a prevailing interest
rate of 3.5%, which is an unobservable input, and therefore can be considered as a level 3 fair value as defined within IFRS 13:
Note
2022
Book value
£000
2022
Fair value
£000
2021
Book value
£000
2021
Fair value
£000
Non-current borrowing external bank loans 18 169,950 154,230 168,682 148,575
22 Commitments and contingencies
a) Commitments
The Group entered a financial commitment in respect of floristry supplies of £126,000 (2021: £307,000) and rental commitments
of £72,000 (2021: £23,000) which are due within one year.
The Group has entered into a 10-year lease agreement in the Netherlands, with a commencement date in FY23. There is
therefore no recognition of this lease within these Annual Report and Accounts. By entering into the lease, the Group has made
annual rental commitments of £495,000.
b) Contingencies
Group companies have given a guarantee in respect of the external bank borrowings of the Group which amounted to
£195,000,000 at 30 April 2022. This includes the Term Loan B facility of £175,000,000 and the undrawn RCF of £20,000,000.
23 Related party transactions
Transactions with related parties
The Group has transacted with entities formerly under common control which are presented below. Going forward, the only
related party transaction with related parties formerly under common control is the Other Income noted below. Transactions
with subsidiaries of the Former Parent Undertaking ceased with the restructuring.
2022
£000
2021
£000
Revenues from other related parties formerly under common control
1
1,433 2,458
Costs incurred from other related parties formerly under common control 4,329
Interest payable to related parties formerly under common control (2,711)
1 This includes £1,433,000 (2021: £1,482,000) of related party income recognised within Other Income.
At the balance sheet date, the Group had the following balances with entities formerly under common control:
2022
£000
2021
£000
Trade and other receivables from other related parties formerly under common control 458 210
Trade and other payables with other related parties formerly under common control (638) (3,330)
There is no expected credit loss provision recognised in relation to the above receivables as the probability of default and any
corresponding expected credit loss are immaterial to the Group.
21 Financial risk management continued
Moonpig Group plc | Annual Report and Accounts 2022
150
Notes to the Consolidated Financial Statements continued
Compensation of key management personnel of Moonpig Group plc
The amounts disclosed in the table are the amounts recognised as an expense during the reporting year related to key
management personnel. Key management personnel are defined as the Directors as they are the members of the Group with
the authority and responsibility for planning, directing and controlling the activities of the Group.
Further detail in respect of the Directors remuneration can be found within the Directors’ Remuneration report on pages 92 to 104.
2022
£000
2021
£000
Short-term employee benefits
1
3,007 3,023
Post-employment pension and medical benefits 53 38
Share-based payment schemes 6,667 20,089
Total compensation relating to key management personnel 9,727 23,150
1 Prior to 1 September 2020, Directors’ emoluments comprised recharges from an undertaking formerly under common control. These are not representative of future
Directors’ costs.
24 Related undertakings
A full list of subsidiary undertakings as defined by IFRS as at 30 April 2022 is disclosed below. Titan Midco Limited is held
directly by the Company and all other subsidiary undertakings are held indirectly.
The equity shares held are in the form of ordinary shares or common stock. The effective percentage of equity shares held in
subsidiary undertakings is 100% in all cases.
Subsidiary undertakings Number Country of incorporation Principal activity
Cards Holdco Limited
1
12170467 England and Wales Trading company, management services
Moonpig.com Limited
1
03852652 England and Wales Trading operations
Titan Midco Limited
1
13014525 England and Wales Holding company
Horizon Bidco B.V.
2
72238402 Netherlands Holding company
Greetz B.V.
2
34312893 Netherlands Trading operations
Full Colour B.V.
2
34350020 Netherlands Trading company
1 Registered office address is Herbal House, 10 Back Hill, London, EC1R 5EN, United Kingdom.
2 Registered office address is Laarderhoogtweg 20, 1101 EA, Amsterdam, Noord-Holland.
All subsidiaries have a year-end of 30 April.
Titan Midco Limited is exempt from the Companies Act 2006 requirements relating to the audit of their individual financial
statements by virtue of Section 479A of the Companies Act as this Company has guaranteed its subsidiary companies under
Section 479C of the Companies Act.
In accordance with article 408 of the Dutch Civil Code, Horizon Bidco B.V. issued a declaration of joint and several liability
in respect of its consolidated participants. The declaration covered and resulted in the standalone Horizon Bidco B.V. entity
being exempt from an audit. Additionally, Full Colour B.V. is exempt from an audit under the Dutch Civil Code by virtue of its
size. During the FY22 financial year Venspro B.V and Greetz Base B.V were struck off.
25 Events after the balance sheet date
On 23 May 2022, the Group announced the proposed acquisition of the entire share capital of Buyagift, the UK’s leading gift
experiences platform, for cash consideration of £124,000,000. Completion of the proposed acquisition is conditional on UK
regulatory clearance and it is expected to complete by the end of July 2022. Therefore, the financial effects of this transaction
have not been recognised as at 30 April 2022. The operating results and assets and liabilities of the acquired company are
expected to be consolidated from July 2022. The acquiring entity will be Cards Holdco Limited.
In connection with the proposed acquisition of Buyagift, certain existing lenders have committed £60,000,000 of additional
RCF. The facility bears interest at a floating rate comprising SONIA reference rate plus an applicable margin and is to be
made available pursuant to the Group’s Senior Facilities Agreement with the same termination date as existing facilities.
The Tamworth lease commenced in February 2022 and resulted in the initial recognition of a £6.6m right of use asset in FY22.
The Almere lease commenced in June 2022 and will result in the initial recognition of a £4.5m right of use asset in FY23. Both
leases are for a 10-year term.
23 Related party transactions continued
151
Strategic report Corporate governance Financial statementsFinancial statements
Note
2022
£000
2021
£000
Non-current assets
Investments 4 845,468 845,468
845,468 845,468
Current assets
Debtors: amounts falling due within one year 5 40,524 31,483
Cash and cash equivalents 1,343 685
41,867 32,168
Total assets 887,335 877,636
Current liabilities
Creditors: amounts falling due within one year 6 103 2,982
103 2,982
Non-current liabilities
Creditors: amounts falling due after more than one year 6 5,543 1,007
5,543 1,007
Total liabilities 5,646 3,989
Equity
Called-up share capital 7 34,211 34,211
Share premium 7 278,083 27 7,837
Retained earnings 7 534,634 534,539
Share-based payment reserve 7 34,761 27,0 6 0
Total equity 881,689 873,647
Total equity and liabilities 887,335 877,636
The accompanying notes are an integral part of the Parent Company financial statements.
As permitted by Section 408 of the Companies Act 2006, the profit and loss of the Company has not been presented in these
financial statements. The profit for the financial period dealt with in the financial statements of the Company was £95,000
(2021: £642,000).
The financial statements on pages 151 to 155 were approved by the Board of Directors of Moonpig Group plc (registered
number 13096622) on 28 June 2022 and were signed on its behalf by:
Nickyl Raithatha Andy MacKinnon
Chief Executive Officer Chief Financial Officer
28 June 2022 28 June 2022
25 Events after the balance sheet date continued
Moonpig Group plc | Annual Report and Accounts 2022
152
Company Statement of Changes in Equity
For the year ended 30 April 2022
Note
Share
capital
£000
Share
premium
£000
Merger
reserve
£000
Retained
earnings
£000
Share-
based
payment
reserve
£000
Total
equity
£000
As at 23 December 2020
Profit for the period 642 642
Other comprehensive income for the period
Total comprehensive income for the year 642 642
Issue of shares 7 50 50
Insertion of new top company 7 25,950 533,897 559,847
Share issue to extinguish liabilities 7 7, 618 259,003 266,621
Shares issued on listing net of fees 7 593 18,834 19,427
Capitalisation of merger reserve 7 533,897 (533,897)
Share capital reduction 7 (533,897) 533,897
Share-based payments 7 27,06 0 27,0 60
As at 30 April 2021 34,211 27 7,837 534,539 27,060 873,647
Profit for the period 95 95
Total comprehensive income for the year 95 95
Share-based payments 7 7, 70 1 7,701
Proceeds from IPO share issue 7 246 246
As at 30 April 2022 34,211 278,083 534,634 34,761 881,689
The accompanying notes are an integral part of the Parent Company financial statements.
153
Strategic report Corporate governance Financial statementsFinancial statements
1 General information
Basis of preparation
Moonpig Group plc is a public limited company which is listed on the London Stock Exchange and is domiciled and
incorporated in the United Kingdom under the Companies Act 2006 (the “Act”). The Company was incorporated on
23December 2020 and adopted Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”) from that date.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of
UK-adopted International Accounting Standards, but makes amendments where necessary in order to comply with the Act and
has set out below where advantage of the FRS 101 disclosure exemptions has been taken, including those relating to:
a cash flow statement and related notes;
comparative period reconciliations;
disclosures in respect of transactions with wholly owned subsidiaries;
disclosures in respect of capital management;
the effects of new but not yet effective IFRSs; and
disclosures in respect of the compensation of key management personnel.
As the consolidated financial statements of the Group include equivalent disclosures, the Company has also taken the
exemptions under FRS 101 available in respect of the disclosures under IFRS 2 related to Group-settled share-based payments.
The preparation of the financial statements requires the Directors to make estimates and assumptions that affect the reported
amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities.
The Company financial statements have been prepared in Sterling, which is the functional and presentational currency of the
Company. All figures presented are rounded to the nearest thousand (£000), unless otherwise stated.
The Directors have used the going concern principle on the basis that the current profitable financial projections and facilities
of the consolidated Group will continue in operation for a period not less than 12 months from the date of this report.
Amounts paid to the Company’s auditors in respect of the statutory audit were £16,000 (2021: £20,000). The charge was borne
by a subsidiary company and not recharged.
Critical accounting judgements and estimates
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the
application of the accounting policies and the reported amounts of assets and liabilities. Actual results may differ from these
estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised
prospectively.
The area of judgement which has the greatest potential effect on the amounts recognised in the financial statements is the
impairment review on the investments recognised on the Company balance sheet.
Annually, the investment balance is subject
to an impairment review, as detailed below. Details of the assumptions used in the value-in-use calculation and sensitivities
performed are explained in Note 4 of these Parent Company financial statements.
2 Summary of significant accounting policies
Investments in subsidiaries
Investments in subsidiaries are held at cost, less any provision for impairment. Annually, the Directors consider whether any
events or circumstances have occurred that could indicate that the carrying amount of investments may not be recoverable.
If such circumstances do exist, a full impairment review is undertaken to establish whether the carrying amount exceeds the
higher of net realisable value or value in use. If this is the case, an impairment charge is recorded to reduce the carrying value
of the related investment.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity
as a deduction from the proceeds.
Other accounting policies
For other accounting policies, please refer to the Group accounting policies on pages 124 to 130.
Notes to the Company Financial Statements
Moonpig Group plc | Annual Report and Accounts 2022
154
Notes to the Company Financial Statements continued
3 Directors’ emoluments
The Company has no employees. Full details of the Directors’ remuneration and interests are set out in the Directors’
Remuneration report on pages 92 to 104.
4 Investments
2022
£000
2021
£000
At the beginning of the period 845,468
Additions 845,468
At the end of the year 845,468 845,468
The Company’s investment in subsidiaries has been subject to an impairment test, as the movement in the Company’s share
price during FY22 is an indicator of impairment. The recoverable amount is determined as the higher of the fair value less
costs of disposal and Value in Use (“VIU”). In determining VIU, estimated future cash flows are discounted to their present
value. The VIU model has key assumptions in relation to the revenue growth rates, cost assumptions, discount rates and
perpetuity growth rates. The recoverable amount exceeded the carrying value, accordingly no impairment charge has been
recognised in the year (2021: £nil). Sensitivity analysis on the key assumptions in the VIU calculation has been undertaken.
A key assumption is revenue growth, which is based on the Group’s budget for FY23 and forecast growth rates at 15% per
annum for the seven years thereafter. This is consistent with the Group’s published medium-term target for revenue growth at a
mid-teens percentage rate. If the expected average annual growth rate across this period were to reduce by three percentage
points, then it is likely that impairment would be required. This is not unexpected, given that the investment was fair valued at
the time of the IPO.
Subsidiary undertakings are disclosed within Note 24 of the Group financial statements.
5 Debtors
2022
£000
2021
£000
Current
Amounts owed by Group companies 40,250 31,483
Other receivables 245
Prepayments 29
Debtors 40,524 31,483
Within the amount owed by Group companies is a loan receivable subject to interest and repayable on demand. At 30 April
2022, the amount bears interest at a rate of 3% (2021: N/A). IFRS 9 expected credit losses have been assessed as immaterial in
relation to both balances.
6 Creditors
2022
£000
2021
£000
Current
Amounts owed to Group companies 2,936
Other taxation and social security 46
Accruals 103
Creditors 103 2,982
2022
£000
2021
£000
Non-Current
Trade and other payables 4,205 885
Other taxation and social security 1,338 122
Creditors 5,543 1,007
Non-current trade and other payables relate to the cash component of the Pre-IPO awards, refer to Note 19 of the Group’s
consolidated financial statements for further details.
155
Strategic report Corporate governance Financial statementsFinancial statements
7 Share capital and reserves
Called-up share capital
Ordinary share capital represents the number of shares in issue at their nominal value. Ordinary shares in the Company are
issued, allotted and fully paid-up. The holders of ordinary shares are entitled to receive dividends as declared from time to
time and are entitled to one vote per share at meetings of the Company.
Shareholding as at 30 April 2022:
2022
Number of
shares
2022
£000
2021
Number of
shares
2021
£000
Allotted, called-up and fully paid ordinary shares of £0.10 each 342,111,621 34,211 342,111,621 34,211
As at 30 April 2022, ordinary share capital represents 342,111,621 ordinary shares with a par value of £0.10. During the current
period the Company has not changed its share capital.
Share premium
Share premium represents the amount over the par value which was received by the Company upon the sale of the ordinary
shares. Upon the date of listing the par value of the shares was £0.10 but the initial offering price was £3.50. Share premium is
stated net of direct costs of £736,000 (201: £982,000) relating to the issue of the shares. The movement in the direct costs from
FY21 is in relation to the final settlement of held back funds by the sponsor to cover potential tax liabilities. This has resulted in
additional net proceeds of £246,000 being received by the Company.
Share-based payment reserve
The share-based payment reserve represents the corresponding increase to reserves in relation to the share-based schemes in
operation.
8 Related party transactions
Under FRS 101 “Related party disclosures” the Company is exempt from disclosing related party transactions with entities which
it wholly owns.
9 Events after the balance sheet date
Refer to Note 25 of the Group financial statements.
Moonpig Group plc | Annual Report and Accounts 2022
156
Adjusted EBITDA
Adjusted EBITDA is a measure of the Group’s operating performance and debt servicing ability. It is calculated as operating
profit adding back depreciation and amortisation and adjusting items (Note 5 of the Group financial statements).
Depreciation and amortisation can fluctuate, is a non-cash adjustment and is not linked to the ongoing trade of the Group.
Adjusting items are excluded as management believe their nature distorts trends in the Group’s underlying earnings. This is
because they are often one-off in nature or not related to underlying trade.
A reconciliation of operating profit to Adjusted EBITDA is as follows:
2022
£000
2021
£000
Operating profit 48,937 38,654
Depreciation and amortisation 14,361 11,732
Adjusting items 11,585 41,742
Adjusted EBITDA 74,883 92,128
Adjusted EBIT
Adjusted EBIT is the profit before tax, net finance costs (or operating profit), and before adjusting items.
2022
£000
2021
£000
Operating profit 48,937 38,654
Adjusting items 11,585 41,742
Adjusted EBIT 60,522 80,396
Adjusted PBT
Adjusted PBT is the profit before tax and before adjusting items.
2022
£000
2021
£000
PBT 39,960 32,868
Adjusting items 11,585 41,742
Adjusted PBT 51,545 74,610
Adjusted PAT
Adjusted PAT is the profit after tax, before adjusting items and the tax impact of these adjustments.
The adjusted PAT is used to calculate the underlying basic earnings per share in Note 9 of the Group financial statements.
2022
£000
2021
£000
PAT 31,439 20,771
Adjusting items 11,585 41,742
Tax impact of the above (1,350) (1,176)
Adjusted PAT 41,674 61,337
Alternative performance measures
157
Strategic report Corporate governance Financial statements
Net debt
Net debt is a measure used by the Group to reflect available headroom compared to the Group’s secured debt facilities.
The calculation is as follows:
2022
£000
2021
£000
Borrowings (170,163) (169,071)
Cash and cash equivalents 101,677 66,020
Lease liabilities (15,320) (12,032)
Net debt (83,806) (115,083)
Ratio of net debt to Adjusted EBITDA
The ratio of net debt to Adjusted EBITDA helps management to measure its ability to service debt obligations. The calculation
is as follows:
2022
£000
2021
£000
Net debt (83,806) (115,083)
Adjusted EBITDA 74,883 92,128
Net debt to Adjusted EBITDA 1.12:1 1.25:1
Operating cash conversion
Operating cash conversion is operating cash flow divided by Adjusted EBITDA, expressed as a ratio.
The calculation of operating cash conversion is as follows:
2022
£m
2021
£m
Profit before tax 40.0 32.9
Add back: Net finance costs 9.0 5.8
Add back: Adjusting items (excluding share-based payments) 4.5 14.6
Add back: Share-based payments 7.0 27.1
Add back: Depreciation and amortisation 14.4 11.7
Adjusted EBITDA 74.9 92.1
Less: Capital expenditure (fixed and intangible assets) (9.7) (10.8)
Adjust: Impact of share-based payments* 0.7
Add back: (Increase) in inventories 4.8 (12.0)
Add back: (Increase) in trade and other receivables (0.3) (1.8)
Add back: Increase in trade and other payables (10.8) 29.7
Operating cash flow 59.6 97. 2
Operating cash conversion 80% 106%
Add back: Capital expenditure (fixed and intangible assets) 9.7 10.8
Add back: Increase in debtors and creditors with undertakings formerly under common control (0.4) (3.1)
Less: Adjusting items (excluding share-based payments) (4.5) (14.6)
Less: Non-cash movement with undertakings formerly under common control (25.4)
Less: Research and development tax credit (0.5) (0.5)
Cash generated from operating activities 63.9 64.4
*Reflecting the non-cash share-based payment charge recognised within Adjusted EBITDA, net of NI on the share-based payments recognised below EBITDA.
Moonpig Group plc | Annual Report and Accounts 2022
158
Term Definition
Acquisition The proposed acquisition of the entire issued share capital of Buyagift, which was announced
on 23 May 2022 and is expected to complete by the end of July 2022
Adjusted EBIT Profit before tax, interest, IPO transaction costs, Legacy Incentive costs and charges or credits
relating to the Greetz pension provision and associated indemnity asset
Adjusted EBIT margin Adjusted EBIT margin is the Adjusted EBIT divided by total revenue
Adjusted EBITDA Profit before tax, interest, depreciation, amortisation, IPO transaction costs, Legacy Incentive
costs and charges or credits relating to the Greetz pension provision and associated
indemnity asset
Adjusted EBITDA margin Adjusted EBITDA margin is the Adjusted EBITDA divided by total revenue
Adjusted PBT Profit before tax, IPO transaction costs, Legacy Incentive costs and charges or credits relating
to the Greetz pension provision and associated indemnity asset
Adjusted PBT margin Adjusted PBT margin is Adjusted PBT divided by total revenue
Adjusting items Items that are considered exceptional or non-underlying in nature and are either added back
or deducted from performance measures such as EBITDA, EPS and profit before tax to enable
like-for-like comparison between reporting periods
Admission The Company’s admission to the Official List and to trading on the Main Market for listed
securities of the London Stock Exchange on 5 February 2021
Alternative Performance
Measures or APMs
A financial measure of historical or future financial performance, financial position, or
cash flows, other than a financial measure defined or specified in the applicable financial
reporting framework
Attached gifting revenue Revenue where product(s) are purchased in addition to a card, including the shipping fee
that is charged to the customer and excluding revenue relating to the card
Attach rate The proportion of card orders for which the customer adds a gift to their purchase
Average Order Value or AOV Revenue for the period divided by total orders for that period
Basic earnings per share Profit after tax for the year divided by the weighted average number of ordinary shares in
issue during the period following Admission
Board The Board of Directors of the Company
Buyagift Smartbox Group UK Limited, which trades under the Buyagift and Red Letter Days brands
CAGR Compound annual growth rate
Card-attached gifting Gifts that are sent or given in accompaniment to a card, including occasions where the card
is purchased at the same or at a different retailer to the gift
CEO Chief Executive Officer
CFO Chief Financial Officer
Code UK Corporate Governance Code published by the FRC in July 2018
Company Moonpig Group plc, a company incorporated in England and Wales with registered number
13096622 whose registered office is at Herbal House, 10 Back Hill, London EC1R 5EN, United
Kingdom
Covid-19 A novel strain of coronavirus causing Covid-19 disease
Customer cohort A collection of customers organised by the fiscal year in which such customer made their first
purchase
Customer NPS Customer net promoter score, the percentage of customers rating their likelihood to
recommend a company.
Demerger A restructuring exercise undertaken to separate the Group from its Former Parent Undertaking
DNED Designated Non-Executive Director
ESG Environmental, social and governance
Existing customer A customer that has placed an order in any previous financial year
Exponent Exponent Private Equity Partners III (SPV) LP
Glossary
159
Strategic report Corporate governance Financial statements
Term Definition
FCA The UK Financial Conduct Authority
FRC The Financial Reporting Council
FSC The Forest Stewardship Council
FY20, FY21, FY22,
FY23, FY24
The years ended or ending 30 April 2020, 30 April 2021, 30 April 2022, 30 April 2023 and 30
April 2024 respectively
GDPR The UK General Data Protection Regulations and its European Union equivalent
GHG Greenhouse gas
Gifting revenue mix Revenue derived from the sale of non-card products, divided by total revenue
Global Design Platform The Group’s Global Design Platform, which licenses card designs created by established and
new independent freelance designers and publishers
GLT Group Leadership Team, comprising the CEO and his direct reports
Gross margin rate The ratio of gross profit to revenue, expressed as a percentage
Moonpig Group or Group The Company, its subsidiaries, significant undertakings and affiliated companies under its
control or common control
HMRC Her Majesty’s Revenue and Customs, the UK tax authority
IFRS International Financial Reporting Standards
IPO The initial public offering of the Company’s ordinary shares
IPO transaction costs Costs in relation to the initial public offering of the Company’s ordinary shares
NED Non-Executive Director
Net debt Total borrowings less cash and cash equivalents
New customer Means a customer that has not previously transacted with the Group
Non-GAAP measure See Alternative Performance Measures above
Operating cash conversion Operating cash flow divided by Adjusted EBITDA, expressed as a ratio
Paris Aligned scenario A climate change scenario in which global warming is limited to 1.5°C above the pre-
industrial level, the goal of the Paris Agreement (an international treaty on climate change,
adopted in 2015)
PEFC The Programme for the Endorsement of Forest Certification
Pre-IPO reorganisation The reorganisation of the Group’s corporate structure prior to Admission
Previously acquired customers Customers acquired prior to the period
Prospectus The prospectus relating to the Company issued on 2 February 2021
Relationship Agreement The agreement between the Company and Exponent Private Equity Partners III (SPV), LP
(“Exponent”) to ensure that the Company is capable at all times of carrying on its business
independently of its former controlling shareholder and its associates
SBTi The Science Based Target initiative to set science-based climate targets
Senior net debt The Group’s gross borrowings less cash and cash equivalents
Senior net leverage ratio Senior net debt divided by the last twelve months EBITDA, as used to determine the Group’s
margin ratchet as per the Senior Facilities Agreement.
SKU Stock Keeping Unit, a unique line of inventory
TCFD The Task Force on Climate-related Financial Disclosures
TNFD The Taskforce on Nature-related Financial Disclosures
tCO
2
e Tonnes of carbon dioxide equivalent, a standard unit for counting GHG emissions
Total orders The total number of orders placed by all customers in the period
TSR Total shareholder return the growth in value of a shareholding over a specified period,
assuming that dividends are reinvested to purchase additional shares
VAT Value added tax
Moonpig Group plc | Annual Report and Accounts 2022
160
Registered office and headquarters
Moonpig Group plc
Herbal House
10 Back Hill
London
EC1R 5EN
United Kingdom
Registered number: 13096622
LEI number: 213800VAYO5KCAXZHK83
Website: www.moonpig.group
Investor relations: investors@moonpig.com
Media: pressoffice@moonpig.com
Company Secretary: company-secretary@moonpig.com
Company Secretary
Jayne Powell
Corporate broker
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London
E14 5JP
United Kingdom
Independent auditors
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
United Kingdom
Registrar
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Tel UK: +44 (0)371 664 0300
(calls cost standard geographic rate; lines are open 9.00am
to 5.30pm Monday to Friday, excluding public holidays in
England and Wales)
Tel international: +44 (0)371 664 0300
(charged at the appropriate international rate)
Signal Shares shareholder portal: www.signalshares.com
Email: shareholderenquiries@linkgroup.co.uk
Shareholder information
Financial calendar 2022
Annual General Meeting 20 September 2022
2023 Half-year results 7 December 2022
2023 Full-year results 29 June 2023
Shareholder enquiries
Our registrars will be pleased to deal with any questions
regarding your shareholdings (see contact details in the
opposite column). Alternatively you can access www.
moonpig.group/investors/shareholder-faqs where you can
access frequently asked questions including information
to allow you to view and manage all aspects of your
shareholding securely, including electronic communications,
account enquiries or amendment to address.
Investor relations website
The investor relations section of our website,
www.moonpig.group/investors, provides further information
for anyone interested in Moonpig Group plc. In addition to
the Annual Report and Financial Statements and share price,
Company announcements including the full-year results
announcements and associated presentations are also
published there.
Cautionary note regarding forward-looking statements
Certain statements made in this Report are forward-looking
statements. Such statements are based on current expectations
and assumptions and are subject to a number of risks and
uncertainties that could cause actual events or results to
differ materially from any expected future events or results
expressed or implied in these forward-looking statements.
They appear in a number of places throughout this Report
and include statements regarding the intentions, beliefs or
current expectations of the Directors concerning, amongst other
things, the Group’s results of operations, financial condition,
liquidity, prospects, growth, strategies and the business.
Persons receiving this Report should not place undue reliance
on forward-looking statements. Unless otherwise required by
applicable law, regulation or accounting standard, Moonpig
Group plc does not undertake to update or revise any forward-
looking statements, whether as a result of new information,
future developments or otherwise.
Moonpig Group plc
Herbal House
10 Back Hill
London
EC1R 5EN
United Kingdom
www.moonpig.group
Moonpig Group plc Annual Report and Accounts 2022