f
J D Wetherspoon plc
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
Wetherspoon owns
and operates pubs
throughout the UK
and Ireland. The
company aims to
provide customers
with good-quality
food and drinks,
served by well-trained
and friendly staff, at
reasonable prices.
The pubs are
individually designed,
and the company aims
to maintain them in
excellent condition.
Contents
Section 1
1
Chairman’s statement
9
Appendix 1
10
Appendix 2
11
Appendix 3
12
Appendix 4
14
Appendix 5
15
Income statement
15
Statement of comprehensive income
16
Cash flow statement
17
Balance sheet
18
Statement of changes in equity
19
Notes to the financial statements
Section 2
47
Accounting policies
53
Strategic report
58
Strategic report – environmental matters
60
Independent auditors’ report
68
Directors and officers
69
Directors’ report
72
Directors’ remuneration report
81
Corporate governance
87
Information for shareholders
88
Company information
99
Glossary
Financial calendar
Year end
27 July 2025
Preliminary announcement for 2025
October 2025
Interim report for 2025
March 2025
Annual general meeting
21 November 2024
View this report online:
jdwetherspoon.com/investors-home
0
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
CHAIRMAN’S STATEMENT
Financial performance
The company was founded in 1979 – and this is the 41st year since incorporation in 1983.
The table below outlines some key aspects of our performance during that period.
Summary accounts for the years 1984-2024
Financial year
Total number
of pubs
(sites)
Total sales
£000
Profit/(loss)
before tax and
separately disclosed
items
£000
Earnings per
share before
separately disclosed
items
pence
3
Free cash flow
£000
Free cash flow
per share
pence
2,3
1984
1
818
(7)
-
1985
2
1,890
185
0.2
1986
2
2,197
219
0.2
1987
5
3,357
382
0.3
1988
6
3,709
248
0.3
1989
9
5,584
789
0.6
915
0.4
1990
19
7,047
603
0.4
732
0.4
1991
31
13,192
1,098
0.8
1,236
0.6
1992
45
21,380
2,020
1.9
3,563
2.1
1993
67
30,800
4,171
3.3
5,079
3.9
1994
87
46,600
6,477
3.6
5,837
3.6
1995
110
68,536
9,713
4.9
13,495
7.4
1996
146
100,480
15,200
7.8
20,968
11.2
1997
194
139,444
17,566
8.7
28,027
14.4
1998
252
188,515
20,165
9.9
28,448
14.5
1999
327
269,699
26,214
12.9
40,088
20.3
2000
428
369,628
36,052
11.8
49,296
24.2
2001
522
483,968
44,317
14.2
61,197
29.1
2002
608
601,295
53,568
16.6
71,370
33.5
2003
635
730,913
56,139
17.0
83,097
38.8
2004
643
787,126
54,074
17.7
73,477
36.7
2005
4
655
809,861
47,177
16.9
68,774
37.1
2006
657
847,516
58,388
24.1
69,712
42.1
2007
671
888,473
62,024
28.1
52,379
35.6
2008
694
907,500
58,228
27.6
71,411
50.6
2009
731
955,119
66,155
32.6
99,494
71.7
2010
775
996,327
71,015
36.0
71,344
52.9
2011
823
1,072,014
66,781
34.1
78,818
57.7
2012
860
1,197,129
72,363
39.8
91,542
70.4
2013
886
1,280,929
76,943
44.8
65,349
51.8
2014
927
1,409,333
79,362
47.0
92,850
74.1
2015
951
1,513,923
77,798
47.0
109,778
89.8
2016
926
1,595,197
80,610
48.3
90,485
76.7
2017
895
1,660,750
102,830
69.2
107,936
97.0
2018
883
1,693,818
107,249
79.2
93,357
88.4
2019
879
1,818,793
102,459
75.5
96,998
92.0
2020
6
872
1,262,048
(44,687)
(35.5)
(58,852)
(54.2)
2021
3
861
772,555
(154,676)
(119.2)
(83,284)
(67.8)
2022
3
852
1,740,477
(30,448)
(19.6)
21,922
17.3
2023
3
825
1,925,044
42,559
26.4
271,095
211.4
2024
800
2,035,500
73,875
46.8
33,037
26.4
Notes
Adjustments to statutory numbers
1. Where appropriate, the earnings/losses per share (EPS), as disclosed in the
statutory accounts, have been recalculated to take account of share splits,
the issue of new shares and capitalisation issues.
2. Free cash flow per share excludes dividends paid which were included
in the free cash flow calculations in the annual report and accounts for
the years 1995–2000.
3. EPS and free cash flow per share are calculated using dilutive shares in
issue.
4. Before 2005, the accounts were prepared under UKGAAP.
All accounts from 2005 to date have been prepared under IFRS.
5. Apart from the items in notes 1–4, all numbers are as reported
in each year’s published accounts.
6. From financial year 2020 data is based on post-IFRS 16 numbers following
the transition from IAS17 to IFRS 16.
7. Free cash flow is defined in the alternative performance measures section
within accounting policies on page 52. The free cash flow calculation can be
found on the cash flow statement.
2
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
CHAIRMAN’S STATEMENT
Continued Recovery
The recovery from the pandemic continued in FY24,
the year under review.
In the first full post-lockdown financial year (FY22), like-
for-like (LFL) sales declined by 4.7% compared to the
pre-pandemic FY19. LFL sales, on the same basis,
increased to 7.4% in FY23 and to 16.0% in FY24.
Total sales in FY24, which were £2,036 million, have
increased by £217 million compared to FY19, although
the number of pubs decreased from 879 at the FY19
year-end to 800 at FY24.
Profits, before tax and separately disclosed items, like
sales, have also continued to make progress,
improving from a loss of £30 million in FY22, to a profit
before tax of £43 million in FY23 and to £74 million in
FY24.
Increased Freehold Ownership
Since 2010, the company has invested £458 million in
acquiring the freehold “reversions” of pubs where it was
previously the tenant.
72% of pubs are now freehold, an increase from 41%
in 2010.
Continued Expansion
As previously stated, our best estimate is that the
company has potential for about 1,000 pubs in the UK.
Examples of recent pub openings include The Captain
Flinders near Euston Station, The Lion and the Unicorn
in Waterloo Station, the Star Light, Heathrow Airport,
and The Grand Assembly in Marlow, all in the London
region.
In addition to new openings, there is potential to
expand existing successful pubs, by adding gardens or,
for example, by expanding existing customer areas into
adjacent buildings.
Recent examples of the expansion of existing pubs
include: The Prince of Wales, Cardiff; The Sir John
Moore, Glasgow; The Six Chimneys, Wakefield;
Wetherspoons, Victoria Station, London; The Red Lion,
Skegness; The Talk of the Town, Paignton; The Albany
Palace, Trowbridge and The Mile Castle, Newcastle.
As previously indicated, the company is also increasing
investment in new staff rooms, changing rooms, glass
racks above bars (to cater for increased usage of
brewers’ “branded glasses”) and air conditioning.
Trading summary
Total sales in FY24 were £2,036 million, an increase of
5.7%, compared to FY23.
LFL sales, compared to FY23, increased by 7.6%. LFL
bar sales increased by 8.9%, food sales by 5.6%,
slot/fruit machine sales by 10.8% and hotel-room sales
by 2.7%.
LFL sales were stronger than total sales due to a small
number of pub disposals and lease terminations.
Operating profit, before separately disclosed items,
was £139.5 million (2023: £107.1 million). The
operating margin, before separately disclosed items,
was 6.9% (2023: 5.6%).
Profit, before tax and separately disclosed items, was
£73.9 million (2023: £42.6 million).
In the period, the company sold eighteen pubs and
terminated the lease of an additional nine pubs. This
gave rise to a cash inflow of £8.9 million.
There was an exceptional loss on disposal of
approximately £13.4 million, recognised in the income
statement, relating to these pubs.
The company opened two pubs in the year; the Star
Light at Heathrow Airport and The Captain Flinders,
close to Euston Station in London.
Franchises
Wetherspoon opened its first franchised pub in Hull
University’s student union in January 2022. The second
opened at Newcastle University in September 2023,
and the third at Haven Primrose Valley Holiday Park,
Filey, North Yorkshire in March 2024. Further franchise
proposals are under consideration.
Earnings
Earnings per share, before separately disclosed items,
were 48.6p (2023: 27.0p).
Total capital investment was £116.5 million (2023:
£78.5 million). £11.9 million was invested in new pubs
and pub extensions (2023: £20.4 million), £82.6 million
in existing pubs and IT (2023: £47.0 million) and £21.9
million in freehold reversions of properties where
Wetherspoon was the tenant (2023: £11.2 million).
Separately disclosed items
Overall, there was a pre-tax ‘separately disclosed loss’
of £13.3 million (2023: £48.0 million gain).
Operating profit, after separately disclosed items, was
£142.6 million (2023: £106.0 million).
Profit before tax, after separately disclosed items, was
£60.6 million (2023: £90.5 million).
Details of the separately disclosed items are given in
note 4 of the accounts on page 21.
The tax effect on separately disclosed items is a credit
of £3.5 million (2023: debit of £22.2 million).
Following £19.9 million of impairment charges and £7.6
million of impairment reversals in the year, the net book
value of the company’s assets in the balance sheet is
£1.37 billion, which is approximately seven times the
company’s EBITDA (pre IFRS-16 and pre separately
disclosed items), in the last 12 months, of £192.8
million.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
3
CHAIRMAN’S STATEMENT
Free cash flow
There was a free cash inflow of £33.0 million in the
period, including £14.8 million from the sale of interest
rate swaps (2023: £271.1 million inflow, including
£169.4 million from the sale of interest rate swaps).
Free cash flow was lower than profits due to:
- the amount that the company owed to suppliers and
other third parties, such as HMRC, reducing from £329
million at the end of FY23 to £298 million at the end of
the period under review.
- higher-than-usual levels of reinvestment in existing
pubs, which increased from £47 million in FY23 to £83
million in FY24. This reinvestment, relating to the
projects mentioned above, was around £17 million
more than the P&L depreciation charge for the period.
- £5 million of loan issue costs in the period relating to
the refinancing of the company’s loans.
Balance sheet
Debt, excluding IFRS-16 lease debt, was £660.0 million
at the period end (30 July 2023: £641.9 million).
On an IFRS-16 basis, which includes notional debt
from leases, debt increased from £1.06 billion to £1.07
billion at the end of FY24.
Debt levels, excluding IFRS-16 lease debt, have
decreased from £804.5 million to £660.0 million since
January 2020, just before the first lockdown. On an
IFRS-16 basis, debt decreased from £1.45 billion to
£1.07 billion during this period.
Dividends and return of capital
As a result of the improved trading and financial
position of the company, the board is recommending
the payment of a final dividend, equivalent to the 2019
annual dividend, of 12 pence (2023: nil) per share.
During the period, 5,127,959 shares (4.1% of the share
capital) were purchased by the company for
cancellation, at a cost of £39.5 million, including stamp
duty and fees, representing an average cost per share
of 770p.
Financing
The company has total available finance facilities of
£938.0 million.
On 6 June 2024, the company signed a new four-year
£840.0 million banking agreement on attractive terms.
On 22 August 2023, the company disposed of all
interest rate swaps in place, receiving £14.8 million to
do so.
At the same time, the company took out a new interest-
rate swap of £200.0 million from 23 August 2023 to 6
February 2025 at a rate of 5.67%.
On 25 September 2023, the company took out a further
interest-rate swap of £400.0 million from 6 February
2025 to 6 February 2028 at a rate of 4.23%.
The total cost of the company’s debt, in the period
under review, including the banks’ margin was 7.05%
(30 July 2023: 6.09%).
Taxation
The total tax charge for the period was £15.4 million in
respect of profits before separately disclosed items
(2023: £8.7 million).
The total tax charge comprises two parts. The first part
is the actual current tax (the ‘cash’ tax) which this year
is £2.9 million (2023: nil).
The second part is deferred tax (the ‘accounting’ tax),
which is tax payable in future periods, that must be
recognised in the current period for accounting
purposes. The accounting tax charge for the period is
£12.5 million (2023: £8.7 million).
You cannot be serious
Pubs are highly regulated businesses, controlled by
licensing laws, which originate in parliament.
In recent weeks, according to press reports, two
potential changes to licensing regulations have been
aired by government ministers and academic
researchers, both aimed at lowering alcohol
consumption.
The first is that pub and hospitality licensing hours
might be reduced. Since 1988, pubs have been able to
open all day, having previously been required to close
for around two or three hours each afternoon.
In addition, in 2005, the then government further
liberalised licensing laws, which resulted in many pubs
opening an hour or two more in the evening - in
Wetherspoon’s case, usually until midnight on
weekdays and until 1am on Fridays and Saturdays.
Counterintuitively, since these liberalisations, the share
of alcohol consumption of the “on-trade” - pubs, clubs,
restaurants etc - has plummeted.
In the early 1980s, the on-trade accounted for about
90% of beer sales, for example.
4
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
CHAIRMAN’S STATEMENT
This dropped to about 50% before the pandemic and is
now about 40%, probably due to the increase in price
disparity with supermarkets, which stems from the tax
disadvantage referred to in the section entitled “VAT
equality” below.
The effect of reducing pub opening times would
certainly further reduce on-trade consumption, but that
reduction is likely to be replaced by “off-trade”
consumption at home and in other “unregulated”
environments.
Among the advantages of the on-trade, linked to
regulation, are that consumption is supervised by
trained licensees, police and local authorities, in many
cases including CCTV coverage of premises, and so
on.
This does not mean that pubs are invariably oases of
tranquillity but, in general, pub behaviour is good and
pubs are valued by communities.
The second, slightly daft, proposal is reported as
emanating from Cambridge University - that pubs
should sell beer in quantities of two-thirds of a pint
(sometimes called schooners), rather than the
traditional pint.
Common sense indicates that reducing glass sizes is
unlikely, due to human nature, to reduce alcohol
consumption in pubs, and would also have no effect
whatsoever on drinks bought in supermarkets, unless
container sizes in supermarkets were also,
unrealistically, reduced.
For example, our Aussie cousins, notorious guzzlers,
already use schooners without any noticeable
reduction in consumption.
Both these proposals seem likely, if implemented, to
encourage off-trade consumption at the expense of the
on-trade, thereby exchanging the relatively highly
priced and supervised pub environment for the
inexpensive and unsupervised alternative of home,
park and party consumption.
The word ‘pub’ may have a misleading connotation for
some ministers and researchers. For example,
Wetherspoon’s highest selling draught product by far,
is Pepsi. Coffee and tea volumes, which are not in the
draught category, are approximately double those of
Pepsi. The reality is that products sold in pubs have
radically changed in recent decades.
In summary, neither of these proposals would seem to
pass the common-sense test, as John McEnroe (see
above) would no doubt aver.
Scottish Business Rates
In appendix 1 below, we explain how business rates
for Scottish pubs, theoretically based on property
values, have, by a strange process of legal reasoning,
become a de facto sales tax, based on the sales
performance of the occupier.
VAT equality
Wetherspoon, along with many in the hospitality
industry, has been a strong advocate of tax equality
between the off-trade, which consists mainly of
supermarkets, and the on-trade, consisting mainly of
pubs, clubs and restaurants.
Pubs, clubs and restaurants pay 20% VAT in respect of
food sales but supermarkets pay nothing.
Supermarkets also pay far less business rates per pint
or meal than pubs.
It does not make economic sense for the tax system to
favour mainly out-of-town supermarkets over mainly
high-street pubs.
This imbalance is a major factor in town centre and
high street dereliction.
Our more detailed arguments on this point, from our
FY23 annual report, can be found in appendix 2
below.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
5
CHAIRMAN’S STATEMENT
How pubs contribute to the economy
Wetherspoon and other pub and restaurant companies
have always generated far more in taxes than are
earned in profit.
In the financial year ended 28 July 2024, the company,
its staff and customers generated taxes of £780.2
million.
The table below shows the £6.2 billion of tax revenue
generated in the last ten years.
Each pub, on average, generated £7.1 million in tax
during that period. The tax generated by the company,
during this period, equates to approximately 26 times
the company’s profits after tax.
Republic of Ireland pubs contributed €14.0 million of
Irish tax contributions during the year, of which €7.9
million related to VAT, €3.5 million alcohol duty and
€2.3 million employment taxes.
Note – this table is prepared on a cash basis, is UK only and post IFRS-16 from FY20 onward.
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
TOTAL
2015 to 2024
£m
£m
£m
£m
£m
£m
£m
£m
£m
£m
£m
VAT
394.7
372.3
287.7
93.8
244.3
357.9
332.8
323.4
311.7
294.4
3,013.0
Alcohol duty
163.7
166.1
158.6
70.6
124.2
174.4
175.9
167.2
164.4
161.4
1,526.5
PAYE and NIC
134.7
124.0
141.9
101.5
106.6
121.4
109.2
96.2
95.1
84.8
1,115.4
Business rates
41.3
49.9
50.3
1.5
39.5
57.3
55.6
53.0
50.2
48.7
447.3
Corporation tax
9.9
12.2
1.5
-
21.5
19.9
26.1
20.7
19.9
15.3
147.0
Corporation tax
credit (historic
capital
allowances)
-
-
-
-
-
-
-
-
-
-2.0
-2.0
Fruit/slot machine
duty
16.7
15.7
12.8
4.3
9.0
11.6
10.5
10.5
11.0
11.2
113.3
Climate change
levies
10.2
11.1
9.7
7.9
10.0
9.6
9.2
9.7
8.7
6.4
92.5
Stamp duty
1.1
0.9
2.7
1.8
4.9
3.7
1.2
5.1
2.6
1.8
25.8
Sugar tax
2.6
3.1
2.7
1.3
2.0
2.9
0.8
-
-
-
15.4
Fuel duty
2.0
1.9
1.9
1.1
1.7
2.2
2.1
2.1
2.1
2.9
20.0
Apprenticeship
levy
2.5
2.5
2.2
1.9
1.2
1.3
1.7
0.6
-
-
13.9
Carbon tax
-
-
-
-
-
1.9
3.0
3.4
3.6
3.7
15.6
Premise licence
and TV licences
0.5
0.5
0.5
0.5
1.1
0.8
0.7
0.8
0.8
1.6
7.8
Landfill tax
-
-
-
-
-
-
1.7
2.5
2.2
2.2
8.6
Insurance
premium tax
0.3
0.2
0.2
0.2
0.2
0.2
0.2
0.1
0.1
-
1.7
Furlough tax
-
-
-4.4
-213.0
-124.1
-
-
-
-
-
-341.5
Eat Out to Help
Out
-
-
-
-23.2
-
-
-
-
-
-
-23.2
Local government
grants
-
-
-1.4
-11.1
-
-
-
-
-
-
-12.5
TOTAL TAX
780.2
760.4
666.9
39.1
442.1
765.1
730.7
695.3
672.4
632.4
6,184.6
TAX PER PUB
(£m)
0.98
0.92
0.78
0.05
0.51
0.87
0.83
0.78
0.71
0.67
7.10
TAX AS % OF
NET SALES
38.3%
39.5%
38.3%
5.1%
35.0%
42.1%
43.1%
41.9%
42.1%
41.8%
36.7.%
PROFIT/(LOSS)
AFTER TAX
58.5
33.8
-24.9
-146.5
-38.5
79.6
83.6
76.9
56.9
57.5
236.9
6
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
CHAIRMAN’S STATEMENT
Corporate Governance
Wetherspoon has been a strong critic of the
composition of the boards of UK-quoted companies.
Directors of UK PLCs have, on average, relatively little
experience of the companies they govern, due to the
“nine-year rule”, which limits their tenure, combined
with the fact that most directors are part-time, and have
never worked for the company in question, on a full-
time basis.
In addition, those responsible for overseeing
governance, among institutional shareholders, are
often responsible for several hundred companies each,
making genuine board engagement impossible, and
thereby necessitating a “tick-box” approach, which is
the antithesis of good governance.
The combination of arbitrary rules, the preponderance
of part-time directors and overloaded institutional
governance departments means that bureaucracy and
virtue-signalling, rather than innovation and efficacy,
dominate most UK PLC boardrooms.
In appendix 3 below, further details are provided on
this issue from our FY23 annual report.
Further progress
In the period Wetherspoon awarded £49.0 million of
bonuses and free shares to employees, of which 96.5%
was paid to staff below board level and 86.3% was paid
to staff working in our pubs. Approximately 24,500 of
our 42,300 employees are shareholders in the
company.
The average length of service of a pub manager
increased to 14.9 years, and of a kitchen manager is
10.9 years. There are 26 employees who have worked
for the company for more than 30 years, 662 for more
than 20 years, 4,056 for more than 10 years and
11,444 for more than five years.
Wetherspoon has been recognised by the Top
Employers Institute as a Top Employer United Kingdom
2024. It is the 19th time that Wetherspoon has been
certified by the Top Employers’ Institute.
251 pubs feature in the 2025 Good Beer Guide, an
increase of 15 compared to last year.
In November 2023, Wetherspoon was voted the Best
Airport Retailer for Food & Beverages at the British
Travel Awards.
In August 2024, our national distribution centre in
Daventry, operated by DHL, had its 20th anniversary.
27 of the original colleagues from 2004 are still working
there. In addition, we opened a secondary warehouse
in Rugby which, as well as acting as a business
continuity solution, will allow for further company
volume growth.
The company has an extensive training programme for
its employees, including ‘kitchen of excellence’ training,
as well as cellar, dispense and coffee academy
training.
Wetherspoon has recently been included in the
Financial Times ‘FT - Statista Leaders 2024’ report,
which highlights Europe's leading companies in
diversity and inclusion.
The company’s UK nominated charity is Young Lives
vs. Cancer (previously CLIC Sargent). It supports
children and young people with cancer. Since our
partnership began in 2002, Wetherspoon has raised
over £23.5 million for the charity, thanks to the
generosity and efforts of our customers and
employees.
677 of the company’s washrooms have been awarded
the highest platinum or diamond statuses by the
National Loo of the Year awards. The awards are
aimed at highlighting and improving standards of away-
from home washrooms across the UK. The washrooms
are judged against numerous criteria, including décor
and maintenance, cleanliness, accessibility, hand-
washing and drying equipment and overall
management.
In January 2024, the company was awarded the
highest rating by the Sustainable Restaurant
Association – the world’s largest accreditation scheme
for pubs and restaurants. Please see appendix 4
below.
Wetherspoon came first in the ‘Out to Lunch’ league
table, compiled by the Soil Association, when last
awarded, in 2019 and 2021. Restaurants and pubs are
judged and scored on a range of criteria: family
friendliness, healthy options, food quality, value,
sustainability and ingredients’ provenance.
Wetherspoon is seeking to extend the appeal of its
menu. For example, 39% of the dishes on the menu
that is available in the majority of pubs are vegetarian,
11% are vegan and 24% are under 500 calories.
Cod and haddock are sourced from fisheries which
have been certified to the MSC’s (Marine Stewardship
Council) standards for well-managed and sustainable
fisheries.
Guinness have a ‘Quality Accreditation Programme’.
Independent assessors review 17 aspects of quality.
100% of pubs passed their Guinness accreditation.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
7
CHAIRMAN’S STATEMENT
Since 2008, Wetherspoon has invited brewers from
overseas to feature their ales in its real-ale festivals. To
date, these brewers have contributed 234 ales, from
147 breweries in 29 countries. In addition, the company
works with over 250 UK brewers, mostly small or
“micro” brewers.
Since 1999, Wetherspoon has worked with
independent real-ale quality assessor Cask Marque to
gauge the quality of ale being served in its pubs. Cask
Marque carries out an 11-point audit covering stock
rotation, beer line cleanliness, equipment maintenance,
glass washing cleanliness and hygiene. A star rating is
awarded from 1 to 5, with a target of 4 to 5 stars for all
pubs. Cask Marque state that 66% of UK pubs achieve
4 or 5 stars. 98% of Wetherspoon pubs have achieved
4 or 5 stars.
Sustainability, recycling and the environment
Wherever possible, Wetherspoon separates waste into
eight streams: glass; tins/cans; cooking oil;
paper/cardboard; plastic; lightbulbs; food waste and
general waste.
In partnership with Veolia, our waste service provider,
99.8% of general waste was diverted from landfill in
FY24.
9,324 tonnes of recyclable waste were processed last
year at our national recycling centre. In addition, food
waste is sent for ‘anaerobic digestion’ and used
cooking oil is converted to biodiesel for agricultural use.
Smart meters are installed in the majority of pubs (and
are being installed into the rest of pubs) to facilitate
energy consumption reporting.
According to ISTA, a leading company providing
energy services, Wetherspoon has reduced
greenhouse gas emissions by 66% over the last 10
years, after adjusting for sales growth. During that time,
the company has also contributed £108.1m in climate
change levies and carbon taxes.
Length of service
The table below provides details of the improved
retention levels of pub and kitchen managers, key
areas for any pub company, in the last decade.
Financial
year
Average pub
manager length of
service
Average kitchen
manager length of
service
(Years)
(Years)
2014
10.0
6.1
2015
10.1
6.1
2016
11.0
7.1
2017
11.1
8.0
2018
12.0
8.1
2019
12.2
8.1
2020
12.9
9.1
2021
13.6
9.6
2022
13.9
10.4
2023
14.3
10.6
2024
14.9
10.9
Bonuses and free shares
As indicated above, Wetherspoon has, for many years
(see table below), operated a bonus and share scheme
for all employees. Before the pandemic, these awards
increased, as earnings increased for shareholders.
Financial
year
Bonus and
free shares
Profit/(loss)
after tax
1
Bonus and free
shares as % of
profits
£m
£m
2007
19
47
41%
2008
16
36
45%
2009
21
45
45%
2010
23
51
44%
2011
23
52
43%
2012
24
57
42%
2013
29
65
44%
2014
29
59
50%
2015
31
57
53%
2016
33
57
58%
2017
44
77
57%
2018
43
84
51%
2019
46
80
58%
2020
33
(39)
-
2021
23
(146)
-
2022
30
(25)
-
2023
36
34
106%
2024
49
59
83%
Total
2
466
860
54.2%
1
(IFRS-16 was implemented in the year ending 26 July 2020 (FY20). From this
period all profit numbers in the above table are on a Post-IFRS-16 basis. Prior
to this date all profit numbers are on a Pre-IFRS-16 basis.
2
Excludes 2020, 2021 and 2022.
Food hygiene ratings
Wetherspoon has always emphasised the importance
of hygiene standards.
We now have 735 pubs rated on the Food Standards
Agency’s website (see table below). The average score
is 4.99, with 99.6% of the pubs achieving a top rating of
five stars. We believe this to be the highest average
rating for any substantial pub company.
In the separate Scottish scheme, which records either
a ‘pass’ or a ‘fail’, all of our 56 pubs have passed.
Financial
Year
Total pubs
scored
Average
rating
Pubs with
highest
rating %
2014
824
4.91
92.0
2015
858
4.93
94.1
2016
836
4.89
91.7
2017
818
4.89
91.8
2018
807
4.97
97.3
2019
799
4.97
97.4
2020
781
4.96
97.0
2021
787
4.97
98.4
2022
775
4.98
98.6
2023
753
4.99
99.2
2024
735
4.99
99.6
8
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
CHAIRMAN’S STATEMENT
Property litigation
Some years ago, Wetherspoon took successful legal
action for fraud against its own property advisors Van
de Berg, who were found, by the court, to have diverted
freehold properties to third parties, leaving
Wetherspoon with an inferior leasehold interest.
Following the Van de Berg case, Wetherspoon
instigated further legal actions against a number of
individuals and companies who had freehold properties
introduced to them by Van de Berg. Liability was
denied by all. The cases were contested and settled
out of court. Details can be found in appendix 5 below.
Press corrections
In the febrile atmosphere of the first UK lockdown, a
number of harmful inaccuracies were published in the
press. A large number of corrections and apologies
were received, as a result of legal representations by
Wetherspoon.
In order to try to set the record straight, a special
edition of Wetherspoon News was published, which
includes details of the apologies and corrections. It can
be found on the company’s website:
(https://www.jdwetherspoon.com/wp-
content/uploads/2024/08/Does-Truth-Matter_.pdf).
Pubwatch
As Wetherspoon has previously highlighted, Pubwatch
is a forum which has improved wider town and city
environments, by bringing together pubs, local
authorities and the police, in a concerted way, to
encourage good behaviour and to reduce antisocial
activity.
Wetherspoon pubs are members of 532 schemes
country wide, with 4 new schemes and 10 less
schemes due to disposals.
The company also helps to fund National Pubwatch,
founded in 1997 by licensees Bill Stone and Raoul De
Vaux, along with police superintendent Malcolm
Eidmans. This is the umbrella organisation which helps
to set up, co-ordinate and support local schemes.
It is our experience that in some towns and cities,
where the authorities have struggled to control
antisocial behaviour, the setting up of a Pubwatch has
been instrumental in improving safety and security - of
not only licensed premises, but also the town and city
in general, as well as assisting the police in bringing
down crime.
Conversely, we have found, in several towns, including
some towns on the outskirts of London, that the
absence of an effective Pubwatch scheme results in
higher incidents of crime, disorder and antisocial
behaviour.
In our view, Pubwatch is integral to making towns and
cities a safe environment for everyone.
Current trading and outlook
As indicated above, sales continue to improve. In the
last nine weeks, to 29 September 2024, like-for-like
sales increased by 4.9%.
The company continues to be concerned about the
possibility of further lockdowns and about the efficacy
of the government enquiry into the pandemic, which will
not be concluded for several years.
In contrast, the World Health Organisation (WHO)
reported on its findings in 2022.
Professor Francois Balloux, director of the UCL
Genetics Institute, writing in The Guardian, and
Professor Robert Dingwall, of Trent University, writing
in the Telegraph, provide useful synopses of the WHO
report:
(see pages 54–56 of Wetherspoon News
https://www.jdwetherspoon.com/wp-
content/uploads/2024/04/Wetherspoon-News-autumn-
2022.pdf)
The conclusion of Professor Balloux, broadly echoed
by Professor Dingwall, based on an analysis by the
World Health Organisation of the pandemic, is that
Sweden (which did not lock down), had a Covid-19
fatality rate “of about half the UK’s” and that “the worst
performer, by some margin, is Peru, despite enforcing
the harshest, longest lockdown.”
Professor Balloux concludes that “the strength of
mitigation measures does not seem to be a particularly
strong indicator of excess deaths.”
The company currently anticipates a reasonable
outcome for the current financial year, subject to our
future sales performance.
Tim Martin
Chairman
3 October 2024
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
9
APPENDIX 1 Extract from Wetherspoon FY23 Annual report, Chairman’s Statement
Business rates transmogrified to a sales tax
Business rates are supposed to be based on the value of the building, rather than the level of trade of the tenant. This
should mean that the rateable value per square foot is approximately the same for comparable pubs in similar locations.
However, as a result of the valuation approach adopted by the government “Assessor” in Scotland, Wetherspoon often
pays far higher rates per square foot than its competitors.
This is highlighted (in the tables below) by assessments for the Omni Centre, a modern leisure complex in central
Edinburgh, where Wetherspoon has been assessed at more than double the rate per square foot of the average of its
competitors, and for The Centre in Livingston (West Lothian), a modern shopping centre, where a similar anomaly
applies.
As a result of applying valuation practice from another era, which assumed that pubs charged approximately the same
prices, the raison d’être of the rating system – that rates are based on property values, not the tenant’s trade – has been
undermined.
Similar issues are evident in Galashiels, Arbroath, Anniesland – and, indeed, at most Wetherspoon pubs in Scotland. In
effect, the application of the rating system in Scotland discriminates against businesses like Wetherspoon, which have
lower prices, and encourages businesses to charge higher prices. As a result, consumers are likely to pay higher prices,
which cannot be the intent of rating legislation.
In summary, as a result of the approach taken in Scotland, business rates for pubs are de facto a sales tax, rather than a
property tax, as the above examples clearly demonstrate.
Omni Centre, Edinburgh
The Centre, Livingston
Occupier Name
Rateable
Value (RV)
Customer
Area (ft²)
Rates per
square foot
Occupier Name
Rateable
Value (RV)
Customer
Area (ft²)
Rates per
square foot
Playfair (JDW)
£218,750
2,756
£79.37
The Newyearfield (JDW)
£165,750
4,090
£40.53
Unit 9 (vacant)
£48,900
1,053
£46.44
Paraffin Lamp
£52,200
2,077
£25.13
Unit 7 (vacant)
£81,800
2,283
£35.83
Wagamama
£67,600
2,096
£32.25
Frankie & Benny's
£119,500
2,731
£43.76
Nando’s
£80,700
2,196
£36.75
Nando's
£122,750
2,804
£43.78
Chiquito
£68,500
2,221
£30.84
Slug & Lettuce
£108,750
3,197
£34.02
Ask Italian
£69,600
2,254
£30.88
The Filling Station
£147,750
3,375
£43.78
Pizza Express
£68,100
2,325
£29.29
Tony Macaroni
£125,000
3,427
£36.48
Prezzo
£70,600
2,413
£29.26
Unit 6 (vacant)
£141,750
3,956
£35.83
Harvester
£98,600
3,171
£31.09
Cosmo
£200,000
7,395
£27.05
Pizza Hut
£111,000
3,796
£29.24
Average (exc JDW)
£121,800
3,358
£38.55
Hot Flame
£136,500
4,661
£29.29
Average (exc JDW)
£82,340
2,721
£30.40
10
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
APPENDIX 2 Extract from Wetherspoon FY23 Annual report, Chairman’s Statement
VAT equality
As we have previously stated, the government would generate more revenue and jobs if it were to create tax equality
among supermarkets, pubs and restaurants.
Supermarkets pay virtually no VAT in respect of food sales, whereas pubs pay 20%. This has enabled supermarkets to
subsidise the price of alcoholic drinks, widening the price gap, to the detriment of pubs and restaurants. Pubs also pay
around 20 pence a pint in business rates, whereas supermarkets pay only about 2 pence, creating further inequality.
Pubs have lost 50% of their beer sales to supermarkets in the last 35 or so years. It makes no sense for supermarkets to
be treated more leniently than pubs, since pubs generate far more jobs per pint or meal than do supermarkets, as well
as far higher levels of tax. Pubs also make an important contribution to the social life of many communities and have
better visibility and control of those who consume alcoholic drinks.
.
Tax equality is particularly important for residents of less affluent areas, since the tax differential is more important there
– people can less afford to pay the difference in prices between the on and off trade.
As a result, in these less affluent areas, there are often fewer pubs, coffee shops and restaurants, with less employment
and increased high-street dereliction. Tax equality would also be in line with the principle of fairness – the same taxes
should apply to businesses which sell the same products.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
11
APPENDIX 3 Extract from Wetherspoon FY23 Annual report, Chairman’s Statement
Corporate Governance
Wetherspoon has been a strong critic of the composition of the boards of UK-quoted companies.
As a result of the ‘nine-year rule’, limiting the tenure of NEDs and the presumption in favour of ‘independent’, part-time
chairmen, boards are often composed of short-term directors, with very little representation from those who understand
the company best - people who work for it full time, or have worked for it full time.
Wetherspoon’s review of the boards of major banks and pub companies, which teetered on the edge of failure in the
2008-10 recession, highlighted the short “tenure”, on average, of directors.
In contrast, Wetherspoon noted the relative success, during this fraught financial period, of pub companies Fuller’s and
Young’s, the boards of which were dominated by experienced executives, or former executives.
As a result, Wetherspoon increased the level of experience on the Wetherspoon board by appointing four “worker
directors”.
All four worker directors started on the ‘shop floor’ and eventually became successful pub managers. Three have been
promoted to regional management roles. They have worked for the company for an average of 24 years.
Board composition cannot guarantee future success, but it makes sensible decisions, based on experience at the
coalface of the business, more likely.
The UK Corporate Governance Code 2018 (the ‘Code’) is a vast improvement on previous codes, emphasising the
importance of employees, customers and other stakeholders in commercial success. It also emphasises the importance
of its comply-or-explain ethos, and the consequent need for shareholders to engage with companies in order to
understand their explanations.
A major impediment to the effective implementation of comply or explain seems to be the undermanning of the corporate
governance departments of major shareholders.
For example, Wetherspoon has met a compliance officer from one major institution who is responsible for around 400
companies - an impossible task.
As a result, it appears that compliance officers and governance advisors, in practice, often rely on a “tick-box” approach,
which is, itself, in breach of the Code.
A further issue is that many major investors, in their own companies, for sensible reasons, do not observe the nine-year
rule, and other rules, themselves. An approach of “do what I say, not what I do” is clearly unsustainable.
12
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
APPENDIX 4 Extract from Wetherspoon News, Spring/Summer 2024
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
13
APPENDIX 4 Extract from Wetherspoon News, Spring/Summer 2024
14
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
APPENDIX 5 Extract from Wetherspoon FY23 Annual report, Chairman’s Statement
Property Litigation
In 2013, Wetherspoon agreed an out-of-court settlement of approximately £1.25 million with developer Anthony Lyons,
formerly of property leisure agent Davis Coffer Lyons, relating to claims that Mr Lyons had been an accessory to frauds
committed by Wetherspoon’s former retained agent Van de Berg and its directors Christian Braun, George Aldridge and
Richard Harvey in respect of properties in Leytonstone (which currently trades as the Walnut Tree), Newbury (which was
leased to Café Rouge) and Portsmouth (which currently trades as The Isambard Kingdom Brunel).
Of these three properties, only Portsmouth was pleaded by Wetherspoon in its 2008/9 case against Van de Berg. Mr
Lyons denied the claim and the litigation was contested.
In the Van de Berg litigation, Mr Justice Peter Smith ruled that Van de Berg, but not Mr Lyons (who was not a party to
the case), fraudulently diverted the freehold of Portsmouth from Wetherspoon to Moorstown Properties Limited, a
company owned by Simon Conway, which leased the property to Wetherspoon.
As part of a series of cases, Wetherspoon also agreed out-of-court settlements with:
1) Paul Ferrari of London estate agent Ferrari Dewe & Co, in respect of properties referred to as the ‘Ferrari Five’ by Mr
Justice Peter Smith in the Van de Berg case, and
2) Property investor Jason Harris, formerly of First London and now of First Urban Group who paid £400,000 to
Wetherspoon to settle a claim in which it was alleged that Harris was an accessory to frauds committed by Van de Berg.
Harris contested the claim and did not admit liability.
Messrs Ferrari and Harris both contested the claims and did not admit liability.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
15
INCOME STATEMENT for the 52 weeks ended 28 July 2024
1
Separately disclosed items is a measure not required by accounting standards; a definition is provided in the accounting policies. Post
separately disclosed items is a GAAP measure.
52 weeks | 52 weeks | 52 weeks | 52 weeks | 52 weeks | 52 weeks | ||
Notes | ended | ended | ended | ended | ended | ended | |
28 July | 28 July | 28 July | 30 July | 30 July | 30 July | ||
2024 | 2024 | 2024 | 2023 | 2023 | 2023 | ||
before | separately | after | before | separately | after | ||
separately | disclosed | separately | separately | disclosed | separately | ||
disclosed | Items 1 | disclosed | disclosed | items 1 | disclosed | ||
items 1 | items 1 | items 1 | items 1 | ||||
£000 | £000 | £000 | £000 | £000 | £000 | ||
Revenue | 1 | 2,035,500 | - | 1,925,044 | - | ||
Other operating income/(costs) | 4 | - | 4,153 | - | (1,022) | ( | |
Operating costs | (1,896,009) | (1,059) | ( | (1,817,982) | - | ( | |
Operating profit | 139,491 | 3,094 | 107,062 | (1,022) | |||
Property gains/(losses) | 3 | 11 | (32,480) | ( | 2,231 | (47,712) | ( |
Finance income | 6 | 2,032 | 16,131 | 1,351 | 97,724 | ||
Finance costs | 6 | (67,659) | – | ( | (68,085) | (1,038) | ( |
Profit/(loss) before tax | 73,875 | (13,255) | 42,559 | 47,952 | |||
Income tax (charge)/credit | 7 | (15,361) | 3,526 | ( | (8,734) | (22,190) | ( |
Profit/(loss) for the period | 58,514 | (9,729) | 33,825 | 25,762 | |||
Profit/(loss) per ordinary | |||||||
share (p) | |||||||
– Basic | 8 | 48.6 | (8.1) | 27.0 | 20.5 | ||
– Diluted | 8 | 46.8 | (7.8) | 26.4 | 20.1 |
Notes | 52 weeks | 52 weeks | |
ended | ended | ||
28 July | 30 July | ||
2024 | 2023 | ||
£000 | £000 | ||
Items which will be reclassified subsequently to profit or loss: | |||
Interest-rate swaps: gain taken to other comprehensive income | 22 | ||
Interest-rate swaps: loss reclassification to the income statement | 22 | ( | ( |
Tax on items taken directly to other comprehensive income | 7 | ( | |
Currency translation differences | ( | ||
Net (loss)/gain recognised directly in other comprehensive income | ( | ||
Profit for the period | |||
Total comprehensive profit for the period |
STATEMEMENT OF COMPREHENSIVE INCOME for the 52 weeks ended 28 July 2024
16
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
CASH FLOW STATEMENT
for the 52 weeks ended 28 July 2024
Free cash | Free | ||||
cash | |||||
flow 1 | flow 1 | ||||
52 weeks | 52 weeks | 52 weeks | 52 weeks | ||
Note | ended | ended | ended | ended | |
28 July | 28 July | 30 July | 30 July | ||
2024 | 2024 | 2023 | 2023 | ||
£000 | £000 | £000 | £000 | ||
Cash flows from operating activities | |||||
Cash generated from operations | 9 | 232,907 | 270,686 | ||
Interest received | 6 | 1,765 | 1,011 | ||
Interest paid | 6 | ( | (52,482) | ( | (50,545) |
Cash proceeds on termination of interest-rate swaps | 14,783 | 169,413 | |||
Corporation tax paid | ( | (9,940) | ( | (12,200) | |
Lease interest | 23 | ( | (14,471) | ( | (15,954) |
Net cash flow from operating activities | 172,562 | 362,411 | |||
Cash flows from investing activities | |||||
Reinvestment in pubs | ( | (76,389) | ( | (41,646) | |
Reinvestment in business and IT projects | ( | (6,243) | ( | (5,315) | |
Investment in new pubs and pub extensions | ( | – | ( | – | |
Freehold reversions and investment properties | ( | – | ( | – | |
Proceeds of sale of property, plant and equipment | – | – | |||
Net cash flow from investing activities | ( | (82,632) | ( | (46,961) | |
Cash flows from financing activities | |||||
Purchase of own shares for cancellation | ( | – | – | ||
Purchase of own shares for share-based payments | ( | (12,738) | ( | (12,332) | |
Loan issue cost | ( | (4,948) | – | ||
Repayments under bank loans | ( | – | ( | – | |
Other loan receivables | – | – | |||
Lease principal payments | 23 | ( | (39,207) | ( | (32,023) |
Asset-financing principal payments | ( | – | ( | – | |
Net cash flow from financing activities | ( | (56,893) | ( | (44,355) | |
Net change in cash and cash equivalents | ( | ||||
Opening cash and cash equivalents | 18 | ||||
Closing cash and cash equivalents | 18 | ||||
Free cash flow 1 | 33,037 | 271,095 |
1
Free cash flow is a measure not required by accounting standards; a definition is provided in the accounting policies.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
17
BALANCE SHEET as at 28 July 2024
1
Restated 30 July 2023. See accounting policies page 52.
The financial statements on pages 15–46, approved by the board of directors and authorised for issue on 3 October 2024,
are signed on its behalf by:
John Hutson Ben Whitley
Director Director
J D Wetherspoon plc, company number: 1709784 | Notes | Restated 1 | |
28 July | 30 July | ||
2024 | 2023 | ||
£000 | £000 | ||
Assets | |||
Non-current assets | |||
Property, plant and equipment | 13 | ||
Intangible assets | 12 | ||
Investment property | 14 | ||
Right-of-use assets 1 | 23 | ||
Other loan receivable | 16 | ||
Derivative financial instruments | 22 | ||
Lease assets | 23 | ||
Total non-current assets | |||
Current assets | |||
Lease assets | 23 | ||
Assets held for sale | 17 | ||
Inventories | 15 | ||
Receivables | 16 | ||
Current income tax receivables | |||
Cash and cash equivalents | 18 | ||
Total current assets | |||
Total assets | |||
Current liabilities | |||
Borrowings | 20 | ( | |
Derivative financial instruments | 22 | ( | ( |
Trade and other payables | 19 | ( | ( |
Provisions | 21 | ( | ( |
Lease liabilities | 23 | ( | ( |
Total current liabilities | ( | ( | |
Non-current liabilities | |||
Borrowings | 20 | ( | ( |
Derivative financial instruments | 22 | ( | |
Deferred tax liabilities 1 | 7 | ( | ( |
Lease liabilities | 23 | ( | ( |
Total non-current liabilities | ( | ( | |
Total liabilities | ( | ( | |
Net assets | |||
Shareholders’ equity | |||
Share capital | 27 | ||
Share premium account | |||
Capital redemption reserve | |||
Other reserves | |||
Hedging reserve | 22 | ||
Currency translation reserve | |||
Retained earnings 1 | ( | ||
Total shareholders’ equity |
18
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
STATEMENT OF CHANGES IN EQUITY
The share premium account represents those proceeds received in excess of the nominal value of new shares issued.
The capital redemption reserve represents the nominal amount of share capital repurchased and cancelled in previous periods.
Other reserves contain net proceeds received for share placements which took place in previous periods. During the year, £39.5
million was deducted from other reserves relating to share buybacks. Other reserves is used as this is determined to be
distributable for the purposes of the Companies Act 2006.
See note 22 for details on the hedging reserve.
The currency translation reserve contains the accumulated currency gains and losses on the long-term financing and balance
sheet translation of the overseas branch. The currency translation difference reported in retained earnings is the retranslation of
the opening reserves in the overseas branch at the current period end’s currency exchange rate.
As at 28 July 2024, the company had distributable reserves of £253.5 million (Restated 2023: £265.0 million).
Notes | Share | Share | Capital | Other | Currency | Restated 1 | |||
premium | |||||||||
capital | account | redemption | Reserves | Hedging | translation | Retained | Total | ||
reserve | reserve | reserve | earnings | ||||||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||
As at 31 July 2022 as previously | ( | ( | |||||||
reported | |||||||||
Effect of restatements 1 | |||||||||
Restated 1 as at 31 July 2022 | ( | ( | |||||||
Total comprehensive income | |||||||||
Profit for the period 1 | - | ||||||||
Interest-rate swaps: cash flow | 22 | ||||||||
hedges | |||||||||
Interest-rate swaps: amount | |||||||||
reclassified to the income | 22 | ( | ( | ||||||
statement | |||||||||
Tax on items taken directly to comprehensive income | 7 | ( | ( | ||||||
Currency translation differences | ( | ||||||||
Share capital expenses | ( | ( | |||||||
Share-based payment charges | |||||||||
Tax on share-based payment | 7 | ||||||||
Purchase of own shares for share- based payments | ( | ( | |||||||
As at 30 July 2023 as previously | ( | ||||||||
reported | |||||||||
Effect of restatements 1 | |||||||||
Restated 1 as at 30 July 2023 | ( | ||||||||
Total comprehensive income | ( | ( | |||||||
Profit for the period | |||||||||
Interest-rate swaps: cash flow | |||||||||
hedges | 22 | ||||||||
Interest-rate swaps: amount | |||||||||
reclassified to the income | 22 | ( | ( | ||||||
statement | |||||||||
Currency translation differences | ( | ( | |||||||
Purchase of own shares and cancellation | ( | ( | ( | ||||||
Share-based payment charges | |||||||||
Tax on share-based payment | 7 | ||||||||
Purchase of own shares for share- based payments | ( | ( | |||||||
As at 28 July 2024 |
1
Restated 30 July 2023. See accounting policies page 52.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
19
20
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
21
NOTES TO THE FINANCIAL STATEMENTS
4. Separately disclosed items
52 weeks
52 weeks
ended
ended
28 July
30 July
2024
2023
£000
£000
Operating items
Local government support grants
(14)
(54)
Depreciation overcharge on impaired assets
(4,139)
–
Operating income
(4,153)
(54)
Other
1,059
1,076
Operating costs
1,059
1,076
Total operating (profit)/loss
(3,094)
1,022
Property losses
Loss on disposal of pubs
13,382
9,425
13,382
9,425
Other property losses
Impairment of assets under construction
5,334
–
Impairment of intangible assets
–
(74)
Impairment of property, plant and equipment
19,934
35,966
Reversal of property, plant and equipment impairment
(7,582)
(5,430)
Impairment of investment properties
347
4,448
Reversal of investment properties impairment
(73)
–
Impairment of right-of-use assets
2,161
3,377
Reversal of right-of-use asset Impairments
(1,023)
–
19,098
38,287
Total property losses
32,480
47,712
Other items
Finance costs
–
1,038
Finance income
(16,131)
(97,724)
(16,131)
(96,686)
Taxation
Tax effect on separately disclosed items
(3,526)
22,190
(3,526)
22,190
Total separately disclosed items
9,729
(25,762)
Other operating income
Included in other operating income is a reversal of overcharged depreciation in relation to previously impaired fixed assets
and right-of-use assets, totalling £4,139,000. The overcharge of depreciation occurred between the periods ended 26 July 2020
and 30 July 2023, and was not material in any one period to any line item. As such, the overcharge has been reversed in
the current year.
22
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
4. Separately disclosed items (continued)
Local government support grants
The company has recognised £14,000 (2023: £54,000) of local government support grants in the UK and the Republic of
Ireland, associated with the COVID-19 pandemic.
Other operating costs
Other operating costs relate to a contractual dispute with a large supplier which has now been resolved. Costs of £1,846,000
(2023: £1,076,000) have been recognised in relation to this dispute. Further costs of £684,000 (2023: nil) are in relation to an
historic employment tax issue. Income of £1,471,000 has been recognised in the period relating to a settlement agreement
(2023: nil).
Property losses
In the table on the previous page, those costs classified under the ‘separately disclosed property losses’ relate to the loss on
disposal of sites sold during the year.
Other property losses
Property impairment relates to pubs which are deemed unlikely to generate sufficient cash flows in the future to support their
carrying value. In the year, a total impairment charge of £19,934,000 (2023: £35,966,000) was incurred in respect of property,
plant and equipment and £2,161,000 (2023: £3,377,000) in respect of right-of-use assets, as required under IAS 36. There were
impairment reversals of £8,678,000 recognised in the year (2023: £5,430,000).
In the year, a total impairment charge of £347,000 (2023: £4,448,441) was incurred in respect of the impairment of our
investment properties.
There was £5,334,000 impairment charge relating to assets under construction (2023: nil).
Separately disclosed finance costs
In the previous year, the company recognised covenant waiver fees of £1,038,000.
Separately disclosed finance income
The separately disclosed finance income of £16,131,000 (2023: £97,724,000) relates to interest-rate swaps. A charge of
£1,894,000 (2023: income of £71,124,000) relates to the fair value movement on interest-rate swaps. Income of £18,025,000
(2023: £13,310,000) relates to the amortisation of the hedge reserve to the P&L relating to discontinued hedges. As a result of
no hedge accounting being applied, there has been no hedge ineffectiveness recognised in the P&L (2023: £13,290,000).
Taxation
The tax effect on separately disclosed items is a credit of £3,526,000 (2023: £22,190,000 charge).
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
25
NOTES TO THE FINANCIAL STATEMENTS
26
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
27
NOTES TO THE FINANCIAL STATEMENTS
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
29
NOTES TO THE FINANCIAL STATEMENTS
30
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
10. Analysis of change in net debt
30 July
Cash
Other
28 July
Analysis of changes in net debt for 52 weeks ended 28 July 2024
2023
flows
changes
2024
£000
£000
£000
£000
Borrowings
Cash and cash equivalents
87,173
(29,940)
–
57,233
Other loan receivable – due before one year
803
(87)
–
716
Asset-financing obligations – due before one year
(4,200)
4,245
(45)
–
Current net borrowings
83,776
(25,782)
(45)
57,949
Bank loans – due after one year
(629,783)
8,948
(394)
(621,229)
Asset-financing obligations – due after one year
–
–
–
–
Other loan receivable – due after one year
1,986
(691)
(101)
1,194
Private placement – due after one year
(97,860)
–
(45)
(97,905)
Non-current net borrowings
(725,657)
8,257
(540)
(717,940)
Net debt
(641,881)
(17,525)
(585)
(659,991)
Derivatives
Interest-rate swaps asset – due after one year
11,944
(14,783)
2,839
–
Interest rate swaps liability – due before one year
(78)
–
(623)
(701)
Interest-rate swaps liability – due after one year
–
–
(4,073)
(4,073)
Total derivatives
11,866
(14,783)
(1,857)
(4,774)
Net debt after derivatives
(630,015)
(32,308)
(2,442)
(664,765)
Leases
Lease assets – due before one year
1,361
(976)
973
1,358
Lease assets – due after one year
8,449
–
411
8,860
Lease obligations – due before one year
(51,486)
40,183
(38,279)
(49,582)
Lease obligations – due after one year
(391,794)
–
23,134
(368,660)
Net lease liabilities
(433,468)
39,207
(13,761)
(408,024)
Net debt after derivatives and lease liabilities
(1,063,483)
6,899
(16,203)
(1,072,790)
Lease obligations represent long-term payables, while lease assets represent long-term receivables – both are,
therefore,disclosed in the table above.
The non-cash movement in bank loans and the private placement relate to the amortisation of loan issue costs. The
amortisation charge for the year of £439,000 (2023: £1,246,000) is disclosed in note 6. These are arrangement fees paid in
respect of new borrowings and charged to the income statement over the loans’ expected life.
The movement in interest-rate swaps relates to the change in the ‘mark to market’ valuations for the year for swaps subject to
hedge accounting. See note 22 for further detail.
Non-cash movement in net lease liabilities
28 July
2024
£000
Recognition of new leases (note 23)
(8,617)
Recognition of new lease assets (note 23)
1,900
Remeasurements of existing leases liabilities (note 23)
(22,458)
Remeasurements of existing leases assets (note 23)
(516)
Disposals and derecognised leases (note 23)
2,081
Lease transfers to property, plant and equipment
14,179
Exchange differences (note 23)
(330)
Non-cash movement in net lease liabilities
(13,761)
32
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
33
NOTES TO THE FINANCIAL STATEMENTS
34
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
37
NOTES TO THE FINANCIAL STATEMENTS
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
39
NOTES TO THE FINANCIAL STATEMENTS
40
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
41
NOTES TO THE FINANCIAL STATEMENTS
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
43
NOTES TO THE FINANCIAL STATEMENTS
44
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
45
NOTES TO THE FINANCIAL STATEMENTS
46
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
NOTES TO THE FINANCIAL STATEMENTS
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
47
48
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
SECTION 2
ACCOUNTING POLICIES
In some instances, management recognises impairment
Accounting policies
fdfdfds
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
49
ACCOUNTING POLICIES
Inventories
50
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
SECTION 2
ACCOUNTING POLICIES
fdfdfds
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
51
ACCOUNTING POLICIES
52
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
SECTION 2
fdfdfds
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
53
STRATEGIC REPORT
Strategy
The Company’s strategy is to seek a return on capital in
excess of the cost of the capital which will provide funds
for developments, dividends and reinvestment.
Business review and future trends
A review of the Company’s business and the
key measures of its performance, sometimes called key
performance indicators (KPIs), can be found in the
chairman’s statement under the financial performance
section. The chairman’s statement also discusses those
trends and factors likely to affect the future development,
and performance of the Company. Environmental KPIs can
be found on page 58.
Social matters
Wetherspoon provides jobs for over 42,000 people, paying
a reasonable percentage of its profits as bonus for those
working in the pubs and head office, training large
numbers of staff and paying a significant percentage of our
sales as taxes to the government.
Further information about these policies are published on:
jdwetherspoon.com
Human rights
The Company is committed to respecting human rights
across the business by complying with all relevant laws
and regulations. The Company prohibits any form of
discrimination, forced, trafficked or child labour and is
committed to safe and healthy working conditions for all
individuals, whether employed by the Company directly or
by a supplier.
Legal and ethical conduct
The Company has comprehensive measures to meet its
statutory requirements across all areas of its operation and
also those expected by customers and employees, as
necessary, for the long-term success of the business.
Risks in this area can occur from corruption, bribery and
human rights abuses, including discrimination, harassment
and bullying.
The Company has training programmes for all employees.
It also has a documented whistleblowing programme,
written processes and procedures and a supply chain audit
programme.
Employees
All employees are encouraged to participate in the
business, with some examples being:
◼ Several Company initiatives to encourage employees to
suggest small and continuous improvements to the running
of their pubs
◼ ‘Tell Tim’ suggestion scheme for all employees allowing
them to be involved in the decision-making process for key
business issues
◼ Pub managers, area managers and other pub
employees attending and contributing to weekly operations
meetings, hosted by the chairman or chief executive
◼ Area managers invited to meet the board of directors
(before each board meeting)
◼ Regular liaison meetings held with employees, at all
levels, to gain feedback on aspects of the business and
ideas for improvement
◼ Directors and senior management completing regular
visits to pubs
◼ The appointment last year of two employee directors to
the full board of the Company and two associate employee
directors
◼ Weekly e-mail from the chief executive to all employees
◼ Head-office staff completing regular pub and kitchen
shifts (both front of house and in the kitchen) to help in
understanding any staff/customer issues
Employee diversity
The table below shows the breakdown of directors, senior
managers and employees as at the reporting date.
Male
Female
Directors
11
1
Senior managers
515
360
All employees
20,660
21,649
The Company recognises that it does not yet meet all of
the board diversity targets as set out by the Financial
Conduct Authority (FCA), in that, at the Company’s
reference date of 28 July 2024 (its year end), under 40%
of the board members are female and there is not a female
in one of the senior board positions.
Wetherspoon values the experience of its current board
directors and has strengthened this experience in recent
years by appointing four worker directors. Two of the
worker directors sit on the board, one of whom is female
and one of whom is from a minority ethnic background.
The other two worker directors are associate directors who
attend all board meetings, one of whom is female.
No board appointments have been made since
the FCA’s targets came into force. When making future
recruitment decisions, the Company will continue
to consider the FCA’s targets and related guidance.
54
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
SECTION 2
STRATEGIC REPORT
Section 172 statement
Section 172 of the Companies Act 2006 requires that
directors of a Company act in good faith to promote the
success of the Company for all stakeholders.
In the period, all directors of the Company have acted in a
manner most likely to achieve the long-term success of the
business for its shareholders, employees, customers,
suppliers and the wider community in which the Company
operates.
In the period, the directors have made decisions in several
areas, often after comprehensive consultation with pub
teams and the wider management teams. Examples
include the various pricing and promotion decisions taken,
the share buybacks made in the year, the timing around
hedging utility costs, the investment decisions relating to
new and existing pubs, and the extent to which pay rates
were increased throughout the year. Further risks have
been outlined in the risk section on pages 55–56.
Examples of the Company’s engagement with
stakeholders are:
◼ Wherever practical, directors consult widely among the
Company’s employees, about decisions made about the
Company. The directors believe that wide consultation and
a management team with extensive industry experience
are likely to result in the best long-term decisions. The
Company’s senior management team regularly engages
with pub-based employees through meetings and pub
visits.
◼ Most of the Company’s employees are customers and
many are shareholders. The Company encourages its
employees to feed back their views, as well as those of
their friends and family. The Company operates a
suggestion scheme through the ‘Tell Tim’ initiative
whereby any employee can send in ideas and/or make a
recommendation for improving the Company.
◼ Details of the Company’s employment policy are
disclosed on page 86. Information on employee
engagement can be found above.
◼ Where possible, the Company forms long-term
relationships with suppliers, so that all parties have a more
certain environment in which to operate. The Company’s
responsible retailing policy is published on the website.
◼ The Company communicates with its customers through
its website and Wetherspoon News.
◼ Information on human rights, environmental and social
matters, food safety, cyber security and reputational
matters is provided in this strategic report, while further
information is published on our website.
Non-financial and sustainability information statement
The climate-related risks and opportunities of the
Company are outlined on pages 57–59 and have been
considered as part of the going concern review. All other
required information is included in relevant sections of the
annual report and accounts.
fdfdfds
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
55
STRATEGIC REPORT
Principal risks and uncertainties facing the Company
In the course of normal business, the Company continually assesses significant risks, categorised based on impact and
likelihood. The following risks, while not intended to be a comprehensive analysis, constitute (in the opinion of the board) the
principal risks and uncertainties currently facing the Company.
Business strategy
Supply chain disruption
Risk’s description
The Company is aware that, in operating in a
consumer-facing business, its business reputation,
established over many years, can be damaged in
a significantly shorter time frame. The Company
faces further risks through the competitive nature
of the industry and wider retail markets and
believes it’s important to stay ‘in fashion’.
.
Risk’s description
Being unable to supply our pubs with products,
when required, at a competitive price.
Changes during the year
• The industry is becoming increasingly competitive.
• Supermarkets pay zero VAT on food and are able to
use that saving to sell alcohol to customers at a
discounted price.
• Changing consumer habits, as a result of high inflation
and living costs.
• Change of government.
Changes during the year
• Inflationary pressures across the sector.
• Availability of products owing to disruptions in global
supply chains.
Residual risk and impact on the business
Failure to execute the right strategy could lead to lower sales
and/or damage reputation and adversely affect profitability.
Residual risk and impact on the business
Reduced profits resulting from higher product prices.
The Company’s reputation could be damaged if menu items
were unavailable.
Negative consumer reaction to increasing prices.
Risk’s mitigation
• Challenging incorrect publications about the Company.
• Tax Equality Day advertising the tax disparity which
exists between pubs and restaurants.
• Staying relevant through innovation of offerings in pubs.
• Monitoring main competitors’ offerings and pricing.
• Regular management review of strategic positioning
and performance.
Risk’s mitigation
• The Company works closely with its supply chain to
maintain product’ availability.
• Dual supply of key menu items.
• The Company conducts regular audits of its supply
chain.
• Long-term contracts with suppliers provide certainty of
supply and low pricing.
Health and safety
Legal and compliance
Risk’s description
The safety of customers, employees and
contractors is at risk if correct processes are not
followed in relation to food-handling, equipment
usage, maintaining a safe working environment
and the use of hazardous substances.
Risk’s description
Failure to comply with legislative requirements
and taxation policies, including environmental
legislation, where applicable.
Changes during the year
• There have been no material changes during the year.
Changes during the year
• Minimum wage rate changes.
• New government.
• Changes to extended producer responsibilities.
• EU and UK deforestation legislation.
Residual risk and impact on the business
Ineffective health and safety practices could result in harm to
individuals, prosecution, closure of pubs and reputational
damage.
Residual risk and impact on the business
Non-compliance could result in financial penalties, criminal
prosecution and reputational damage.
Risk’s mitigation
• Focus on food hygiene ratings.
• Internal audits are performed.
• All employees are provided with training in health and
safety, allergens and food hygiene matters.
• Pubs are provided with the necessary resources and
support to ensure that safe working practices are
maintained.
• Buildings are well maintained to ensure a safe
operating environment.
Risk’s mitigation
• In-house legal team has regular meetings with the
management team.
• Continued professional development through training,
completion of qualifications and communication with
third-party specialists.
• Environment group meets regularly.
• The Company is a member of Zero Carbon Forum and
the Sustainable Restaurant Association.
• Net-zero targets in place, approved by SBTi.
56
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
SECTION 2
STRATEGIC REPORT
Technology, cyber security, data security
People
Risk’s description
Loss of key information or business disruption
through system failures, cyber-attacks and data
breaches.
Risk’s description
Not attracting the right people with
sufficient experience to ensure the Company’s
future success.
Changes during the year
• There have been no material changes during the year.
Changes during the year
• Top Employer award for 2024
• Managerial length of service has continued to increase.
Residual risk and impact on the business
Any prolonged or significant failure of these systems could
pose a risk to trading, eg reduced profits, reputational
damage and loss of personal information.
Residual risk and impact on the business
Failure to retain or attract the right people would lead to a
diminished customer experience, higher staff turnover rates,
lesser experience among the workforce, higher recruitment
costs and lower productivity levels.
Risk’s mitigation
• Ensuring appropriate technologies, policies and
procedures, including disaster-recovery plans, system
backups and external hardware and software.
• The Company continually assesses the risks posed by
cyber threats and makes changes to its technologies,
policies and procedures to mitigate identified risks.
Risk’s mitigation
• The Company offers a comprehensive remuneration
package (eg staff discounts, bonuses and free shares),
as well as genuine opportunities to progress within
the business.
• The Company’s policy is to recruit from within,
where possible.
Business continuity, crisis management and disaster
recovery
Liquidity and financing
Risk’s description
Unexpected events such as fires, floods and
pandemics will affect the Company’s ability to
operate.
Risk’s description
Inability to maintain cash flows to meet the needs
and/or the debt covenants of the business.
Changes during the year
• There have been no material changes during the year.
Changes during the year
• Improvement in overall Company performance.
• First share buy backs since the pandemic.
• Loans refinanced in June 2024.
Residual risk and impact on the business
These risks are outside of the Company’s control, therefore
without sufficient disaster-recovery plans, the impact could
be material.
Residual risk and impact on the business
Insufficient funding or breaches of financing arrangements
could affect the Company’s ability to trade.
Risk’s mitigation
• Mitigating actions taken by the Company will depend on
the nature of the event, how much forewarning the
Company has and the reaction of the wider economic
community.
• Comprehensive disaster-recovery plans are in place
which seek to minimise such incidents’ impact.
• Effective and efficient communication platforms to send
messages to the workforce population.
Risk’s mitigation
• Sales, profitability, debt requirements and cash flow are
reviewed weekly by the management team.
• Hedges in place relating to interest rates and energy
supply.
• Maintenance of sufficient levels of cash headroom to
sustain periods of economic uncertainty.
Climate change risk discussed on pages 57–59.
Risk change year on year:
increased
unchanged
decreased
By order of the board
Nigel Connor
Company Secretary
3 October 2024
fdfdfds
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
57
STRATEGIC REPORT – ENVIRONMENTAL MATTERS
J D Wetherspoon recognises the risk of climate change and is committed to incorporating the recommendations outlined by the
Task Force on Climate-related Financial Disclosure (TCFD).
This report outlines the assessment performed by the Wetherspoon management team in establishing the key climate-related
risks and opportunities identified to date, split by the four TCFD pillars. This disclosure is deemed to be compliant with TCFD’s
recommendations.
Governance
Wetherspoon’s board of directors is responsible for the Company’s overall climate-change strategy. The company’s risk register,
which includes a section for climate change is reviewed regularly in board meetings.
The Company’s audit committee is responsible for providing oversight of the financial reporting, audit and internal control
processes, ensuring that these comply with the law and various applicable regulations. The Company’s risk register is reviewed
regularly at audit committee meetings. This TCFD disclosure and supporting documentation are reviewed annually.
The environment and energy group meets regularly and is chaired by the Company’s finance director Ben Whitley. The group
tracks the Company’s progress against environmental targets, included carbon-reduction targets approved by the Science
Based Target initiative (SBTi). Initiatives discussed by the group are communicated to the business via environment champions
assigned to each pub. The champions are responsible for communicating energy, environment, waste and recycling best-
practice. All Company employees receive training and regular updates on environmental matters.
Risk management
The Company’s internal audit department is responsible for the day-to-day management of the risk register, including identifying
and assessing new and current risks. Eight of the Company’s identified risks are reported on pages 55–56. TCFD forms part of
the climate change risk. Each risk area is owned by a particular department, which alongside the internal audit team, identifies
any changes which have occurred in the period under review. Risks are categorised according to the probability of occurrence
and severity of impact. As mentioned above, the board and the audit committee have overall responsibility for continually
approving and reviewing the risk register.
The company is a member of Zero Carbon Forum, whose purpose is to support the hospitality sector in meeting its carbon-
reduction targets. Progress towards achieving ‘net zero’ has been detailed in the metrics and targets section below.
Strategy
The Company recognises that it faces both risks and opportunities relating to climate change. To date, discussions and analysis
have focused on, but are not limited to, the following effects on the business: carbon taxes; availability of electricity; changes to
transport networks; changes in customers’ behaviour; coastal erosion; flooding; supply chain disruption; product availability /
pricing.
In the section below, the Company has expanded on three of the risks and one opportunity. All of the above risks have however
been analysed in full for the board of directors via an internal memorandum. The management team assesses the effect of
climate charge over the short, medium and long term and estimates the financial impact.
This is the Company’s third TCFD disclosure. As climate change evolves, management will continue to assess new risks
and opportunities, and measure these against those already identified, exploring potential mitigations, incorporating anything
new into its strategic and financial planning. The Company deems the current energy-saving and consumption-reduction
initiatives to be a resilient and a positive start.
Risks and opportunities
Risk
Time
horizon
Impact
Mitigations
Risk type
Chronic
or acute
Financial
impact
Lack of product
availability in the
supply chain due
to drought or
rising
temperatures.
Medium
A lack of product availability may increase
costs and lower profitability. It may also affect
offerings to customers and sales.
Seek alternate
suppliers and
ensure that
contingency
plans are in
place.
Physical/
transitional
Chronic
High
Increased
likelihood of
flooding from
more rain and
rising sea levels.
Medium
Pub closures would affect the profitability of the
Company, through lower sales, potential rising
insurance premiums and the relocation of staff.
Use of flood
defenses, where
necessary.
Physical
Acute
Medium
Negative
stakeholder
perception if the
Company is seen
not to be doing
enough to tackle
climate change.
Short
Reputational damage could result in fewer
customers visiting the pubs and hence lower
sales. The Company may struggle to attract
investors, affecting its ability to access finance.
Publications such
as Wetherspoon
News
communicate
progress made in
these areas.
Transitional
N/A
High
58
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
SECTION 2
STRATEGIC REPORT – ENVIRONMENTAL MATTERS
Key
Metrics and targets
The above risks have been categorised according to their predicted financial impact and time horizon, both of which
have been determined through performing internal risk analysis across all climate-related risks and opportunities.
The Company has been recognised for reducing its greenhouse gas emissions and is listed in the 2024 FT-Statista Europe’s
Climate Leaders list, highlighting companies which, over a five-year period, have achieved the greatest reduction in emissions.
During the financial year, the Company’s near-term, long-term and science-based net-zero targets were validated by the SBTi.
These are now listed on the SBTis website. Our key targets are:
Overall net-zero target
J D Wetherspoon commits to reach net-zero greenhouse gas emissions across the value
chain by FY2050.
Near-term targets
J D Wetherspoon commits to reduce absolute scope 1 and 2 GHG emissions 80% by
FY2033 from a FY2019 base year.
J D Wetherspoon commits to reduce absolute scope 3 GHG emissions 59% by within the
same timeframe.
Long-term targets
J D Wetherspoon commits to reduce absolute scope 1,2 and 3 GHG emissions 90% by
FY2050 from a FY2019 base year.
Other targets not approved by the SBTi
Recycle 95% of recyclable waste.
Zero waste to landfill.
The Company has reported its greenhouse gas (GHG) emissions since 2014.
GHG
emissions
Scope 1
1
Scope
2
1,4
Scope 3
2
Fuel
(car)
Intensity
3
Scope 1
Scope 2
Fuel (car)
Total
Unit
Tonnes
CO
2
e
Tonnes
CO
2
e
Tonnes
CO
2
e
Tonnes
CO
2
e
Tonnes
CO
2
e/£m
revenue
kWh
kWh
kWh
kWh
2024
33,636
60,152
761,240
967
420.6
184,276,242
189,760,390
4,197,694
378,234,326
2023
35,839
79,044
948
60.2
196,311,302
249,058,142
4,056,075
449,425,519
2022
41,324
65,971
454
61.9
226,818,295
205,342,472
1,917,037
434,077,804
2021
24,726
57,079
33
105.9
134,994,694
178,260,013
139,138
313,393,845
2020
45,012
68,297
745
90.4
244,801,679
292,946,271
3,138,550
540,886,500
2019
47,358
94,016
1,034
78.3
257,589,099
308,430,989
4,277,561
570,297,649
2018
50,725
115,315
98.0
2017
50,805
138,864
114.2
2016
51,342
157,190
130.7
2015
52,510
170,048
147.0
2014
49,251
163,930
151.3
1
Scope 1 (combustion of gas) and Scope 2 (purchase of electricity) data have been provided by a third party since 2014 and calculated by
taking consumption data and converting it using conversion factors published by the Department for Energy Security and Net Zero.
2
Scope 3 data is based on an assessment performed by Zero Carbon Company in 2024, this represents 89% of total output. This is the first
year the Company has reported Scope 3 data. The Company will continue to review and refine the quality and integrity of the data as at
improves each year.
3
Scope 3 figures have been included in the 2024 intensity calculation.
4
Refrigerant emissions from pubs are currently not reported as they are immaterial.
Scope 3 emissions are the largest contributor to the Company’s overall carbon emissions. As our starting point we are allocating
carbon emissions to every product which we sell, including food, drinks and hotel rooms. An initial assessment was performed in
2024 and over time, the quality of this data will improve. Reducing our scope 3 emissions will ultimately rely on a partnership
approach with our UK and worldwide suppliers and on their own plans to reduce carbon emissions.
Opportunity
Time
horizon
Impact
Mitigations
Risk type
Chronic
or acute
Financial
impact
UK heat waves
may result in
produce typically
grown in warmer
climates being
grown closer to
home.
Long
If temperatures were to rise by 2°C or more,
produce such as tomatoes, oranges and
grapes for wine could be grown in the UK. This
could lower the Company’s carbon footprint,
while reducing produce costs through lower
transportation and import fees.
N/A
N/A
N/A
N/A
Risk type
1
Physical
Risks due to longer-term
shifts in climate patterns,
such as weather
disruption.
Transitional
Risks in transitioning to a
lower-carbon economy,
eg new policies or
regulations.
1
Risk categories defined by the TCFD
Chronic physical risks refer to longer-
term shifts in climate patterns
(eg sustained higher temperatures)
which may cause sea levels to rise or
chronic heat waves.
Acute physical risks refer to those
which are event driven, including
increased severity of extreme weather
events, eg cyclones/hurricanes/floods.
Chronic or acute
Time horizon
Long
25 years +
Medium
10–25 years
Short
0–10 years
Financial Impact
2
High
>£25m
Medium
£5–25m
Low
<£5m
2
Annual impact
fdfdfds
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
59
STRATEGIC REPORT – ENVIRONMENTAL MATTERS
Contribution to the environment
The Company has contributed £11.0 million (2023: £11.8 million) to government environmental schemes as outlined below:
2024
2023
£000s
£000s
Climate change levies
10,243
11,100
Landfill tax
2
2
Fuel duty
222
215
Plastic packaging tax
510
449
The Company works continuously to reduce its impact on the environment.
Below, we have drawn out two areas which support our progress:
Recyclable waste
The pubs and head office segregate waste into a minimum of seven streams: glass, tin/cans, cooking oil, paper/cardboard,
plastic, lightbulbs and general waste. In addition, food waste is also separated and sent for anaerobic digestion. Any remaining
non-recyclable waste is sent to waste-to-energy power plants which reduce CO2 and the use of fossil fuels. The Company aims
to send no waste to landfill and remove all unnecessary single-use plastics.
The Company has a national distribution centre for food, some bottled drinks and non-consumable products. This also includes
a recycling centre. When making deliveries to pubs, lorries collect mixed recycling, used cooking oil, textiles and aluminium for
return to the recycling centre for processing.
5,069 tonnes
of cardboard and
paper,
including packaging
and
boxes
275 tonnes
of metal, including
drinks cans and baked
beans tins
234 tonnes
of plastic, including
milk bottles and
packaging
2,006 tonnes
of cooking oil, collected
in the original reused
containers and
converted to biodiesel
for agricultural use
55 tonnes
of waste electrical and
electronic equipment
(WEEE)
9,039 tonnes
of food waste collected, 100% diverted
from landfill
21,687 tonnes
of glass waste collected, 100% diverted
from landfill
22,055 tonnes
of general waste collected, 99.8%
diverted from Landfill
Biodiesel conversion
Biodiesel is a renewable fuel created from refining used cooking oil. It is used in transportation and machinery and has a lower
kg CO
2
e than regular diesel. If used cooking oil is not collected, it can harm the environment by polluting rivers, blocking drains
and sewers and could lead to flooding. Approximately 50% of cooking oil purchased during the financial year, was collected by
the Company’s distribution centre, and processed at its outsourced recycling plant. This had the potential to generate 370,910
kg CO
2
e of biodiesel, resulting in 93% less kg CO
2
e than regular diesel.
29,071 tonnes
of cooking oil collected since 2012
50% (est.) of cooking oil purchased
sent for conversion to biodiesel in 2024
5.2m kg CO
2
e potentially saved
by using biodiesel instead of regular diesel
based on 2024 collections
Next steps
The company has made good progress to date in both reducing and reporting its carbon footprint, but recognises there is still a
long way to go.
The company continues to look for new ideas and, in doing so, will trial new equipment, with a view to reducing energy
consumption and carbon emissions, including:
◼ solar panels
◼ rainwater-harvesting systems
◼ ground-source-heat pumps
◼ LED lighting with movement sensor detection
◼ free-air cellar-cooling systems (cools the cellar by bringing in outside air, when external temperatures are low enough)
◼ building energy management systems (BMS)
◼ voltage-optimising equipment
TCFD will remain a prominent part of the annual report in the future. The Company hopes to be in a position to include strategic
and financial modelling in the future.
60
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
INDEPENDENT AUDITORS’ REPORT
Opinion
Our opinion on the financial statements is unmodified
We have audited the financial statements of J D
Wetherspoon plc (the ‘company’) for the 52 weeks ended
28 July 2024, which comprise the Income statement, the
Statement of comprehensive income, the Cash flow
statement, the Balance sheet, the Statement of changes in
equity and notes to the financial statements, including a
summary of significant accounting policies. The financial
reporting framework that has been applied in their
preparation is applicable law and UK-adopted international
accounting standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the company’s
affairs as at 28 July 2024 and of its profit for the 52
weeks then ended;
• have been properly prepared in accordance with UK-
adopted international accounting standards; and
• have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further
described in the ‘Auditor’s responsibilities for the audit of
the financial statements’ section of our report. We are
independent of the company in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a
basis for our opinion.
Conclusions relating to going concern
We are responsible for concluding on the appropriateness
of the directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the
company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required
to draw attention in our report to the related disclosures in
the financial statements or, if such disclosures are
inadequate, to modify the auditor’s opinion. Our
conclusions are based on the audit evidence obtained up
to the date of our report. However, future events or
conditions may cause the company to cease or continue
as a going concern.
Our evaluation of the directors’ assessment of the
company’s ability to continue to adopt the going concern
basis of accounting included:
• Obtaining management’s base case, downside
scenario and reverse stress test scenario for the
period until 31 October 2025, together with supporting
evidence for all key trading, working capital and
cashflow assumptions and challenging the
reasonableness of those key assumptions;
• Assessing the robustness and accuracy of forecasts
prepared by comparison to forecasts made in prior
periods, including assessing management’s historic
ability to forecast, in light of our understanding of the
company’s operations;
• Assessing reverse stress tests performed by
management and determining if they are plausible;
• Obtaining the relevant supporting documentation for
the loan refinancing entered into in the period and
checking the terms in line with future cash
requirements for the business;
• Assessing forecast compliance with financial
covenants within the facilities for the period to 31
October 2025 and assessing available headroom in
the forecast period;
• Performing arithmetical accuracy procedures on each
of management’s forecast scenarios, including
forecast liquidity and covenant calculations; and
• Assessing the disclosures made within the financial
statements for consistency with management’s
assessment of going concern and whether they are in
line with the accounting standards.
In our evaluation of the directors’ conclusions, we
considered the inherent risks associated with the
company’s business model including effects arising from
macro-economic uncertainties such as the ongoing cost of
living crisis. We also assessed and challenged the
reasonableness of estimates made by the directors and
the related disclosures, and analysed how those risks
might affect the company’s financial resources or ability to
continue operations over the going concern period.
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.
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 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 relation to the company’s reporting on how it has 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.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
61
INDEPENDENT AUDITORS’ REPORT
Our approach to the audit
Overview of our audit approach
Overall materiality: £7,000,000, which represents 0.36% of the company’s revenue
at the planning stage of the audit.
Key audit matters were identified as:
• The impairment of property, plant and equipment and right of use assets
(same as previous period).
Our auditor’s report for the 52 weeks ended 30 July 2023 included a key audit
matter in relation to going concern. This prior period key audit matter has not been
identified as a key audit matter in the current period following the company’s
successful refinancing in the period and the continuing improvement in financial
performance since the end of the Covid-19 impacted trading periods.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether or not due to fraud)
that we identified. These matters included those that had the greatest effect on: the
overall audit strategy; the allocation of resources in the audit; and directing the efforts of
the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
In the graph below, we have presented the key audit matters, significant risks and other risks relevant to the audit
Key audit matter
Significant risk
Other risk
Key audit
matters
Scoping
Materiality
Description Audit response
Disclosures
Our results / Key
observations
KAM
High
Low
Potential
financial
statement
impact
High
Low
Extent of management judgement
Revenue occurrence – notable
items from data analytics
Accuracy of IFRS 16 lease assets and liabilities
Impairment of property, plant
and equipment and right of
use assets
Accuracy of tax charges
and deferred tax balances
Completeness of trade and
other payables
Existence and accuracy of
cash and cash equivalents
Occurrence of revenue – items not
identified as notable from data analytics
Management override of controls
Going concern
and viability
Presentation and accuracy of new
bank loans
Reversal of impairments of
property, plant and equipment
and right of use assets
62
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
INDEPENDENT AUDITORS’ REPORT
Key Audit Matter
How our scope addressed the matter
The impairment of property, plant and
equipment (“PPE”) and right of use assets
(“ROU assets”)
We identified the impairment of PPE and ROU
assets as one of the most significant assessed
risks of material misstatement due to fraud and
error.
As at 28 July 2024, the carrying value of PPE was
£1.4bn (28 July 2023: £1.4bn), which represented
the largest account in the balance sheet.
Additionally, the carrying value of the ROU assets
was £0.4bn (28 July 2023: £0.4bn).
The directors consider each individual pub to be a
separate cash generating unit (“CGU”). The
directors are required to undertake an impairment
assessment where events indicate that the carrying
value of the cash generating unit may not be
recoverable.
The process for measuring and recognising
impairment under International Accounting
Standard 36 ‘Impairment of Assets’ (“IAS 36”) is
complex and requires significant judgement,
including assumptions within management’s
assessment of the impact of the geopolitical and
cost of living factors on future trading activity for
each pub, the determination of the appropriate
discount rate to be applied to those cashflows, as
well as management’s projections for the future
financial performance of each pub and where
appropriate, the underlying market value of the
pub.
Management identifies pubs which have an
indicator of impairment (management’s “Watchlist”
of pubs).
We have pinpointed our significant risk on pubs
with a net book value above the median of the
Watchlist and where their profit has increased by
less than the average increase in profit across the
pub estate. This is on the basis that the risk of
material misstatement on these sites is higher, with
a larger potential quantum of impairment and with
performance being behind that of the rest of the
pub estate.
In responding to the key audit matter, we performed the following audit procedures:
• Challenged the accounting policy for compliance with IAS 36 and checking that
the application of the policy by the company is consistent with the stated policy;
• Updated our understanding of the impairment process and controls and
performed walkthroughs to evaluate the design and implementation of relevant
controls;
• Verified the arithmetic accuracy and integrity of the impairment model, ensuring
all pubs were included in the assessment and validating the inputs to source
documents; and
• Challenged the appropriateness of the methodology employed by management to
identify indicators of impairment in reference to IAS 36.
For those pubs with indicators of impairment, we performed the following audit
procedures:
• Challenged the appropriateness of key assumptions, such as discount rate,
growth rate, and cash flow assumptions such as sales, gross margin, and cost
base;
• Compared management’s assumptions against uncertainties inherent within the
current economic environment and industry data;
• Engaged our auditors‘ valuation experts to assess the reasonableness of the
discount rate applied by management;
• Obtained corroborative evidence supporting management’s judgements used,
with specific additional consideration on pubs identified in the significant risk
categories, including fixed supplier contracts, historical and current financial
performance of the pubs, discussions with pub or area managers, consideration
of pub space and plans, and evidence of operational changes made to the pubs;
• Assessed the sensitivity analysis performed by management and performed our
own sensitivity analysis to consider the impact of changes in the key assumptions
such as discount rate, sales price increase and inflation rates on cost elements of
the pubs;
• Where the impairment assessment was based on a fair value approach, we
obtained the property valuation from management and corroborated the valuation
using external market data, including recent market transactions, recent desktop
valuations from external parties and indicative offers from third parties; and
• Checked that appropriate disclosures have been included in the financial
statements, especially those regarding key estimates, and challenged
management where necessary.
Relevant disclosures in the Annual Report and
Financial Statements 2024
• Financial Statements, Note 4, Separately
disclosed items
• Financial Statements, Note 13, PPE
• Accounting Policies: Important estimates,
impairment of PPE & ROU assets
• Corporate Governance: Significant financial
reporting items
Key observations
We identified that additional impairments and impairment reversals were required in
relation to PPE and ROU assets. Management reviewed the impairments and
impairment reversals identified and made appropriate adjustments.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
63
INDEPENDENT AUDITORS’ REPORT
Our application of materiality
We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified
misstatements on the audit and of uncorrected misstatements, if any, on the financial statements and in forming the opinion in
the auditor’s report.
Materiality was determined as follows:
Materiality measure
Company
Materiality for financial
statements as a whole
We define materiality as the magnitude of misstatement in the financial statements that, individually or
in the aggregate, could reasonably be expected to influence the economic decisions of the users of
these financial statements. We use materiality in determining the nature, timing and extent of our audit
work.
Materiality threshold
£7,000,000, which represents 0.36% of revenue at the planning stage of the audit.
Significant judgements
made by auditor in
determining the
materiality
In determining materiality, we made the following significant judgements:
• We evaluated a range of benchmarks, including revenue, profit before tax and total assets.
Consistent with the prior year we disclose materiality as a percentage of revenue above.
• The benchmark in determining materiality has been selected taking into account the industry as a
whole and the comparison with competitors in terms of size and business model.
We consider revenue to be the most appropriate benchmark in the current period due to its
prominence in the financial statements. It is the best reflection of the business trading level's return
since the pandemic, making it a focus of the financial statement's key users. Additionally, revenue
serves as a stable benchmark and provides a consistent basis for comparison across different
companies in the industry.
Materiality for the current period is higher than the level that we determined for the 52 week period
ended 30 July 2023 to reflect the fact revenue is at record levels in the current year (£2.040bn)
Performance
materiality used to
drive the extent of our
testing
We set performance materiality at an amount less than materiality for the financial statements as a
whole to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality for the financial statements as a whole.
Performance materiality
threshold
£5,250,000, which is 75% of financial statement materiality.
Significant judgements
made by auditor in
determining the
performance materiality
In determining performance materiality, we made the following significant judgements:
• Whether there were any significant adjustments made to the financial statements in prior periods;
• Whether there were any significant control deficiencies identified in prior periods or changes to
the control environment;
• Whether there were any changes in senior management during the period; and
• Whether there were any significant changes in business objectives / strategy.
Specific materiality
We determine specific materiality for one or more particular classes of transactions, account balances
or disclosures for which misstatements of lesser amounts than materiality for the financial statements
as a whole could reasonably be expected to influence the economic decisions of users taken on the
basis of the financial statements.
Specific materiality
We determined a lower level of specific materiality for the following areas:
• Directors’ remuneration; and
• Related parties
Communication of
misstatements to the
audit committee
We determine a threshold for reporting unadjusted differences to the audit committee.
Threshold for
communication
£350,000 (FY23: £255,000), which represents 5% of financial statement materiality, and
misstatements below that threshold that, in our view, warrant reporting on qualitative grounds.
64
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
INDEPENDENT AUDITORS’ REPORT
Overall materiality
The graph below illustrates how performance materiality interacts with our overall materiality and the threshold for
communication to the audit committee.
An overview of the scope of our audit
We performed a risk-based audit that requires an understanding of the company’s business and in particular matters related to:
Understanding the company and its environment, including controls
• The engagement team obtained an understanding of the company and its environment, including the controls and the
assessed risks of material misstatement. We performed interim and advanced audit procedures as well as an evaluation of
the internal control environment, including the company’s IT systems and controls.
Work to be performed on financial information of the company (including how it addressed the key audit matters)
• An audit of the financial information of the Company has been completed to financial statement materiality
(full-scope audit), with specific focus on impairment of property, plant and equipment and right of use assets, which was
identified as key audit matter.
Performance of our audit
• We performed the majority of our work on-site and undertook substantive testing on significant transactions and material
account balances, including the procedures outlined above in relation to key audit matters.
Changes in approach from previous period
• The scope of the audit for the current period in broadly consistent with the scope applied in the previous period’s audit. The
following scope changes have been made to reflect changes within the Company:
Other information
The other information comprises the information included in the annual report and financial statements, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual
Report and Financial Statements. Our opinion on the financial statements does not cover the other information and, except to
the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact.
Revenue FSM [£7m, 0.36%]
FSM [£7m;
0.36%]
PM [£5.25m] TfC [£0.35m]
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
65
INDEPENDENT AUDITORS’ REPORT
We have nothing to report in this regard.
Our opinions on other matters prescribed by the Companies Act 2006 are unmodified
In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the financial statements are
prepared is consistent with the financial statements and those reports have been prepared in accordance with applicable legal
requirements;
• the information about internal control and risk management systems in relation to financial reporting processes and about
share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules
sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has
been prepared in accordance with applicable legal requirements; and
• information about the company’s corporate governance code and practices and about its administrative, management and
supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
Matters on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we
have not identified material misstatements in:
• the strategic report or the directors’ report; or
• the information about internal control and risk management systems in relation to financial reporting processes and about
share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches
not visited by us; or
• the financial statements and the part of the directors’ remuneration report to be audited are not in agreement with the
accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit; or
• a corporate governance statement has not been prepared by the company
Corporate governance statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the group’s compliance with the provisions of the UK Corporate Governance Code specified
for our review by the Listing Rules. Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with the financial statements or our
knowledge obtained during the audit:
• the directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any
material uncertainties identified as set out on page 69;
• the directors’ explanation as to their assessment of the company’s prospects, the period this assessment covers and why
the period is appropriate as set out on page 69;
• the directors’ statement on whether they have a reasonable expectation that the company will be able to continue in
operation and meets its liabilities as set out on page 69;
• the directors' statement on fair, balanced and understandable as set out on page 69;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks as set out on page
55;
• the section of the annual report that describes the review of the effectiveness of risk management and internal control
systems as set out on page 85; and
66
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
INDEPENDENT AUDITORS’ REPORT
• the section describing the work of the audit committee as set out on page 84.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 69, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as
the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures
are capable of detecting irregularities, including fraud, is detailed below:
• We obtained an understanding of the legal and regulatory frameworks applicable to the Company and determined that
the following laws and regulations were most significant: UK-adopted international accounting standards, IFRIC
Interpretations, Companies Act 2006, Listing Rules and the UK Corporate Governance Code;
• Additionally, we conducted enquiries with management, the board of directors, the finance team, the Head of Legal
and the Audit Committee regarding known or suspected fraud and assessed the company's policies and procedures
for compliance with laws, detection of fraud risks, and the establishment of internal controls. We corroborated our
enquiries through our review of Board minutes, review of legal costs and discussion with those outside of finance
responsible for legal matters.
• We obtained an understanding of how the company is complying with those legal and regulatory frameworks by
making enquiries of management, those responsible for legal and compliance procedures and the company secretary.
Our findings were corroborated by review of the board minutes and papers provided to the Audit Committee;
• We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud
might occur. Audit procedures performed by the engagement team included:
- Obtaining an understanding of how those charged with governance considered and addressed the potential for
override of controls or other inappropriate influence over the financial reporting process;
- Challenging assumptions and judgements made by management in its significant accounting estimates;
- Identifying and testing journal entries with a focus on journals indicating large or unusual transactions or account
combinations based on our understanding of the business, including material journal entries impacting the profit
and loss accounts as well as journal entries posted by key management personnel;
- Applying audit data analytics techniques across the revenue population to match revenue recorded to cash
receipts and investigating and corroborating any unexpected exceptions;
- Applying audit data analytics techniques across the costs of goods sold population to match revenue recorded to
cost of goods sold and investigating and corroborating any unexpected exceptions;
- Assessing matters reported through the company’s whistleblowing programme and the results of management’s
investigation of such matters; and
- Identifying and assessing the design and implementation of controls management has in place to prevent and
detect fraud.
• These audit procedures were designed to provide reasonable assurance that the financial statements were free from
fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting
those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
67
INDEPENDENT AUDITORS’ REPORT
misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and
transactions reflected in the financial statements, the less likely we would become aware of it.
• The engagement partner assessed the appropriateness of the collective competence and capabilities of the
engagement team, by considering the engagement team’s understanding of, and practical experience with, audit
engagements of a similar nature and complexity. We communicated relevant laws and regulations and potential fraud
risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws
and regulations throughout the audit.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters which we are required to address
We were appointed by the board on 31 May 2024 to audit the financial statements for the 52 weeks 28 July 2024.
The period of total uninterrupted period of engagement including previous renewals and reappointments of the firm is 7 years,
covering the periods ended 29 July 2018 to 28 July 2024.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we remain independent
of the company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
Marc Summers BSc (Hons) FCA
Senior Statutory Auditor
For and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
3 October 2024
68
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
DIRECTORS AND OFFICERS
Key
Ⓑ
Board
member
Ⓜ
Management
board
Ⓐ
Audit
committee
Ⓝ
Nomination
committee
Ⓡ
Remuneration
committee
EXECUTIVE BOARD
DIRECTORS
Tim Martin, Chairman, aged 69
Founded the Company in 1979, having previously studied law at
Nottingham University and qualified as a barrister. He became
chairman in 1983.
Ⓑ
James Ullman, Personnel and Retail Auditor Director, aged 53
Joined in 1994 and was appointed to the board in 2022. He is a
graduate of Brighton University and Birmingham City University.
He became a chartered internal auditor in 2011.
Ⓑ Ⓜ
John Hutson, Chief Executive Officer, aged 59
Joined in 1991 and was appointed to the board in 1996. He is a
graduate of Exeter University.
Ⓑ Ⓜ
Ben Whitley, Finance Director, aged 46
Joined in 1999 and was appointed to the board in 2015. He is a
graduate of Durham University and qualified as a chartered
management accountant in 2012.
Ⓑ Ⓜ
EMPLOYEE
DIRECTORS
Hudson Simmons, Employee Director, aged 52
Joined in 1997 and was appointed to the board in 2021 and is
area manager for the Sheffield area. He is a graduate of
Nottingham Trent University.
Ⓑ
Deborah Whittingham, Employee Director, aged 55
Joined in 1992 and was appointed to the board in 2021. She is
regional manager for the West Midlands.
Ⓑ
NON-EXECUTIVE
DIRECTORS
Ben Thorne, Senior Independent Director, aged 65
Appointed to the board in 2020. He is a graduate of Westminster
University. He qualified as a solicitor in 1985. He is a consultant to
WH Ireland.
Ⓑ Ⓐ Ⓝ Ⓡ
Harry Morley Non-Executive Director, aged 59
Appointed to the board in 2016 and is chair of the audit committee.
He is a graduate of Oxford University. He is a non-executive
director of TheWorks.co.uk plc, Cadogan Group Limited and of
Schroder Mid Cap Fund plc. He is a trustee of the Ascot Authority.
He qualified as a chartered accountant in 1991.
Ⓑ Ⓐ Ⓝ Ⓡ
Debra van Gene, Non-Executive Director, aged 70
Appointed to the board in 2006 and is chair of the remuneration
committee. She is a graduate of Oxford University. She has
previously been a partner at Heidrick and Struggles Inc and a
commissioner with the Judicial Appointments Commission.
Ⓑ Ⓐ Ⓝ Ⓡ
MANAGEMENT
BOARD
Nigel Connor, Company Secretary and Legal Director, aged 55
Joined in 2009 and was appointed Company secretary in 2014.
He is a graduate of Newcastle University and qualified as a
solicitor in 1997.
Ⓑ Ⓜ
Michael Barron, Commercial Director, aged 38
Joined in 2011 and was appointed to the management board in
2022. He is a graduate of Sheffield University and qualified as a
chartered accountant in 2010.
Ⓜ
Paul Brimmer, Purchasing Director, aged 49
Joined in 2006 and was appointed to the management board in
2022. He became a member of the Chartered Institute of
Procurement and Supply in 2002.
Ⓜ
Jonanthan Yates, Marketing Director, aged 49
Joined in 2004 and was appointed to the management board in
2024. He is a graduate of the University of Manchester and
postgraduate of Leeds University Business School.
Ⓜ
David Capstick, IT and Property Director, aged 63
Joined in 1998 and was appointed to the management board in
2003. He is a graduate of the University of Surrey.
Ⓜ
Martin Geoghegan, Operations Director, aged 55
Joined in 1994 and was appointed as operations director in 2004.
Ⓜ
Tom Ball, People Director, aged 48
Joined in 2009 and was appointed to the management board in
2022. He is a graduate of Bournemouth University.
Ⓜ
Hannah Young, Deputy Finance Director, aged 43
Joined in 2013 and was appointed to the management board in
2022. She is a graduate of Bristol University and qualified as a
chartered management accountant in 2006 and a chartered
secretary in 2023.
Ⓜ
ASSOCIATE
EMPLOYEE
DIRECTOR
S
Will Fotheringham, Associate Employee Director, aged 49
Joined in 1998. Appointed as an associate employee director in
2021. He is general manager for northwest England and north
Wales.
Emma Gibson, Associate Employee Director, aged 37
Joined in 2004. Appointed as an associate employee director in
2021. She is pub manager of The Imperial, Exeter.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
69
DIRECTORS’ REPORT
Directors
The directors of the Company who were in office during
the year and up to the date of signing the financial
statements are listed on page 68.
Dividends
The board proposes, subject to shareholders’ consent,
to pay a final dividend of 12.0p (2023: nil) per share,
on 28 November 2024, to those shareholders on the
register on 25 October 2024, giving a total dividend for
the year of 12.0p per share.
Return of capital
At the annual general meeting of the Company, held on
18 November 2021, the Company was given authority to
make market purchases of up to 19,312,523 of its own
shares. During the year to 28 July 2024, 1,770,514 shares
were purchased for share-based payments and 5,127,959
purchased for cancellation.
Directors’ interest in contracts
No director has any material interest in any contractual
agreement, other than an employment contract, subsisting
during or at the end of the year, which is, or may be,
significant to the Company.
Takeover directive disclosures
The Company has an authorised share capital comprising
500,000,000 ordinary shares of 2p each. As at 28 July
2024, the total issued share capital comprised
123,622,196 fully paid-up shares of 2p each. The rights to
these shares are set out in the Company’s articles of
association. There are no restrictions on the transfer of
these shares or their attached voting rights. Details of
significant shareholdings at year end and as at 28 July
2024 are given on page 87.
No person holds shares with specific rights regarding
control of the Company.
The Company operates an employee share incentive plan.
However, no specific rights with respect to the control of
the Company are attached to these shares. In addition, the
Company operates a deferred bonus scheme, whereby,
should a takeover occur, all shares held in trust would be
transferred to the employee immediately.
The Company is not aware of any agreements among
holders of securities known to the Company which may
result in restrictions on the transfer of securities or voting
rights.
The Company has the power to issue and buy back shares
as a result of resolutions passed at the annual general
meeting in 2022. It is the Company’s intention to renew
these powers; the resolutions approving them are found in
the notice of the annual general meeting for 2023.
In the event of a change of control, the Company is obliged
to notify its main bank lenders. The lenders shall not be
obliged to fund any new borrowing requests; facilities will
lapse 10 days after the change of control, if the terms on
which they can continue have not been agreed on.
Any borrowings, including accrued interest, will become
immediately repayable on such lapse.
There are no other significant agreements to which
the Company is party which may be subject to change-of-
control provisions.
There are no agreements with the Company’s directors or
employees which provide for compensation for loss of
office or employment which occurs because of a takeover
bid.
Statement of directors’ responsibilities
The directors are responsible for preparing the annual
report, the directors’ remuneration report and the financial
statements, in accordance with applicable law and
regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law, the
directors have elected to prepare the financial statements
in accordance with international accounting standards in
conformity with the requirements of the Companies Act
2006. 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 and profit or
loss of the Company for that period. In preparing these
financial statements, the directors are required to:
◼ select suitable accounting policies and then apply them
consistently.
◼ make judgements and accounting estimates which are
reasonable and prudent.
◼ state whether applicable UK-adopted international
accounting standards (IASs) in accordance with the
requirements of the Companies Act 2006 have been
followed, subject to any material departures disclosed and
explained in the financial statements.
◼ prepare the financial statements on the going-concern
basis, unless it is inappropriate to presume that the
Company will continue in business.
The directors are responsible for keeping adequate
accounting records which are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position of
the Company and to enable them to ensure that the
financial statements and the directors’ remuneration report
comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The directors confirm that:
◼ so far as each director is aware, there is no relevant
audit information of which the Company’s auditor is
unaware.
◼ they have taken all the steps which they ought to have,
as directors, to make themselves aware of any relevant
audit information and to establish that the Company’s
auditor is aware of that information.
The directors are responsible for preparing the annual
report in accordance with applicable law and regulations.
The directors consider that the annual report and financial
statements, taken as a whole, provide the information
necessary to assess the Company’s performance,
business model and strategy and are fair, balanced and
understandable.
70
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
DIRECTORS’ REPORT
The directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the United
Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
To the best of our knowledge, the:
◼ the financial statements, prepared in accordance with
UK-adopted international accounting standards, give a true
and fair view of the assets, liabilities, financial position and
profit or loss of the company and the undertakings
included in the consolidation taken as a whole; and
◼ the strategic report and directors’ report include a fair
review of the development and performance of the
business and the position of the company and the
undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and
uncertainties which they face.
Business relations
Information on the Company’s relations with customers
and suppliers is disclosed in the strategic report on page
54.
Employment policies
Information on the Company’s employment policies,
Including the appointment and replacement of directors’,is
disclosed in the corporate governance report on pages 85–
86.
Streamlined energy and carbon reporting (SECR)
Environmental disclosures can be found on pages 57–59.
Articles of association
The Company’s articles of association may be amended
only by special resolution at a general meeting of the
shareholders.
Directors’ indemnities
As permitted by the articles of association, the directors
have the benefit of an indemnity which is a qualifying third-
party indemnity provision, as defined by section 234 of the
Companies Act 2006. The indemnity was in force
throughout the last financial year and is currently in force.
Throughout the financial year, the Company also
purchased and maintained, directors and officers’ liability
insurance, in respect of itself and its directors.
Viability statement
In accordance with provision 31 of the UK Corporate
Governance Code 2018, the directors confirm that they
have a reasonable expectation that the Company will
continue to operate and meet its liabilities, as they fall due,
until the financial year in 2027.
The directors have determined that a three-year period is
an appropriate time over which to assess viability, as it
aligns with the Company’s capital investment plans and
gives a greater certainty over the forecasting assumptions
used.
The directors’ assessment has been made with reference
to the Company’s current position, financial plan and its
principal risks and uncertainties set out on pages 55–56,
specifically economic, regulatory, reputational and interest-
rate risks. The details of these risks and uncertainties are
the result of internal risk management and control
processes, with further details set out in the audit
committee’s report on pages 84–85.
To assess the impact of the Company’s principal risks and
uncertainties on its long-term viability, scenarios were
applied to the Company’s financial forecasts in the form of
reduced like-for-like sales compared with those of FY24. It
is assumed that the Company’s financial plans would be
adjusted in response. Such actions could include reducing
discretionary expenditure and/or implementing price
increases.
The directors have determined that, over the period of the
viability assesment, there is not expected to be a
significant impact resulting from climate change.
The Company refinanced during the year and now has a
revolving credit facility in place of £529 million and term
loan of £311 million until June 2028. A £98-million private
placement is in place until August 2026.
Going concern
The directors have made enquiries into the adequacy of
the Company’s financial resources, through a review of the
Company’s budget and medium-term financial plan,
including capital expenditure plans and cash flow
forecasts.
In line with accounting standards, the going concern
assessment period is the 12-months from the date of
approval of this report (approximately the end of quarter 1
of FY26).
The Company has modelled a ‘base case’ forecast in
which recent momentum of sales, profit and cash flow
growth is sustained. Within this forecast, the Company has
anticipated continued high levels of inflation, particularly on
wages, utility costs and repairs. The base case scenario
indicates that the Company will have sufficient resources
to continue to settle its liabilities as they fall due and
operate within its leverage covenants for the going concern
assessment period.
A more cautious, yet plausible, scenario has been
analysed, in which lower sales growth is realised. The
Company has reviewed, and is satisfied with, the
mitigating actions which it could take if such an outcome
were to occur. Such actions could include reducing
discretionary expenditure and/or implementing price
increases. Under this scenario, the Company would still
have sufficient resources to settle liabilities as they fall due
and sensible headroom within its covenants through the
duration of the going concern review period.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
71
DIRECTORS’ REPORT
The Company has also performed a ‘reverse stress case’
which shows that it could withstand a 13% reduction in
like-for-like sales from those assessed in the ‘base case’
throughout the going concern period, as well as costs
assumed to increase at a similar level to the downside
scenario, before the covenant levels would be exceeded
towards the end of the period. The directors consider this
scenario to be remote as, other than when the business
was closed during the pandemic, it has never seen sales
decline at anywhere close to that rate. Furthermore, the
Company could take additional mitigating actions, in such
a scenario, to prevent any covenant breach.
After due consideration of the matters set out above, the
directors have satisfied themselves that the Company will
continue in operational existence for the foreseeable
future. For this reason, the Company continues to adopt
the going concern basis in preparing its financial
statements.
Financial instruments
The Company’s policy on the use of financial instruments
is set out in note 22.
Overseas branches
The Company has an overseas branch in the Republic of
Ireland.
Listing Rule 9.8.6 R
Information required by this rule to be disclosed (starting
on page indicated, if applicable):
◼ Details of long-term incentive schemes, pages 73-74,
◼ Provision of services by a controlling shareholder pages
72–80,
◼ Agreements with controlling shareholders (as complied
with LR 6.2.3), page 46,
◼ Corporate governance (DTR 7.2.9 R), pages 81–86.
Future developments
The Company intends to continue to operate pubs and
hotels throughout the UK and Ireland. The Company aims
to continue to provide customers with good-quality food
and drinks, served by well-trained and friendly staff, at
reasonable prices.
Events after the reporting period
There were no significant events after the balance sheet
date.
By order of the board
Nigel Connor
Company Secretary
3 October 2024
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
DIRECTORS’ REMUNERATION REPORT
Annual statement
Dear shareholder
Salary increases and awards made to executive board
members this year are in accordance with the
remuneration policy approved by shareholders at the
Company’s Annual General Meeting (AGM) in November
2023.
Salary
In the year ending 28 July 2024 the salary of the CEO was
increased by 6%. The salary of the finance director was
increased by 7.8% and that of the personnel and retail
audit director by 11.1%.
For the coming year the committee is proposing an
increase of 2.5% for the CEO. This compares with a 7.3%
increase for the general workforce.
The committee also proposes increases of 5% for the
finance director and 10% for the personnel and retail audit
director.
The salaries of both of these executives are still well below
the median of their peer group.
Annual cash bonus
An annual bonus of 1.5% will be awarded based on profit
growth.
Deferred bonus scheme
Last year the committee agreed that deferred bonus
scheme (DBS) awards for the year ending July 2024 would
be based solely on growth in earnings per share relative to
FY2019. As a result, there will be no DBS award this year.
Company share incentive plan (SIP)
The Company SIP is open to all employees in the
Company, at varying levels, according to each individual’s
seniority and length of service.
Executive directors received an amount equivalent to 25%
of their salary in shares. The CEO and Personnel & Retail
Audit director received additional awards equivalent to
10% and 5% respectively of their salaries, because of their
lengths of service. These additional awards are available
to all employees with over 25 years’ service with the
Company.
Pension
Under the aligned all-employee pension scheme
introduced in 2022, executive directors received pension
contributions of 12%. The CEO and personnel and retail
audit director received additional contributions because of
their service lengths. These additional contributions are
available to all employees with over 25 years’ service with
the Company.
In setting remuneration for the executive board, the
committee takes into account wider workforce
remuneration policies throughout the Company. Many of
the elements of executive board remuneration outlined
above extend throughout much of the Company, at varying
levels.
Debra van Gene
Chair of the Remuneration Committee
3 October 2024
fdfdfds
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
73
DIRECTORS’ REMUNERATION REPORT
Remuneration policy
The committee reviews the executive directors’ remuneration packages at least annually. The aim of the remuneration policy is
to:
◼ provide attractive and fair remuneration for directors
◼ align directors’ long-term interests with those of shareholders, employees and the wider community
◼ incentivise directors to perform to a high level
In agreeing on remuneration, account is taken of the pay levels at Wetherspoon, as well as those in the
hospitality industry in general, along with other comparisons and reports. The committee aims to take a fair and commonsense
approach.
This statement of our remuneration policy was approved by shareholders at the Company’s AGM on 16 November 2023. The
policy is put forward to shareholders’ for approval every three years.
Component
Reason
Operation, maximum achievable and performance criteria
Base salary
Provide attractive
and fair
remuneration
for directors.
Salaries are reviewed at least annually, with any changes normally taking effect from 1 August
each year.
Salary increases are awarded at the discretion of the remuneration committee.
When considering salary levels and whether an increase should be offered, the committee
takes account of a variety of factors, including Company performance, individual performance,
experience and responsibilities, market information and the level of increase being offered to
other employees.
Benefits
Provide attractive
and fair
remuneration
for directors.
A range of taxable benefits is available to executive directors. These benefits comprise
principally the provision of a car allowance, life assurance, private medical insurance and fuel
expenses.
In addition, an allowance equivalent to 5% of salary is paid for a set number of calls to monitor
service and standards in pubs, predominantly in the evening and at weekends. This is paid
quarterly.
The cost of benefits provided changes in accordance with market conditions. The committee
monitors the overall cost of the package periodically.
Pension
Provide attractive
and fair
remuneration
for directors.
The Company does not operate any defined benefit pension schemes.
The Company’s pension contributions are based on length of service. The contributions
detailed below are applicable to all scheme members, in pubs and head-office positions,
including directors, subject to minimum employee contributions being satisfied.
Length of service
Company pension contribution (%)
Less than one year
3
Over one year
4
Over five years
5
Over 10 years
6
Over 15 years
8
Over 20 years
12
After 25 years’ service, all employees in the Company, including executive directors, receive
additional pension payments of 2% of their salary. This rises by a further 2% after each
additional five years’ service.
Executive directors may receive a salary supplement in lieu of pension, at the discretion of the
remuneration committee.
Annual bonus
plan
Incentivise
Directors to
perform to a high
level.
Annual bonus payments are paid in cash, at the discretion of the remuneration committee.
The bonus is based on profit growth, multiplied by a factor of 1.5 and paid to a maximum of
45% of salary. Profit growth is calculated on profit before tax, property gains/losses and
separately disclosed items.
74
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
DIRECTORS’ REMUNERATION REPORT
Component
Reason
Operation, maximum achievable and performance criteria
Share incentive
plan (SIP)
Align directors’
interests with
those
of shareholders,
employees and
the wider
community.
The SIP allocates shares equivalent to 5% of salary to all Company employees after an 18-
month qualifying period. Shares do not vest for at least three years under this plan – and tax-
free returns are possible, if shares are held for five years or more.
The Company offers extra shares under this scheme to some employees:
pub managers receive an extra 5% annual award; head-office staff 10–15%; directors,
including executive board directors, 20%.
After 25 years’ service, all employees, including directors, receive additional SIPs of 5% of
their salary. This rises by a further 5% after each additional five years’ service.
Awards under this scheme are not based on financial or other targets. The Company believes
that excessive use of financial targets can lead to distortions in companies’ behaviour and that
it is important for there to be some share awards which can be accumulated gradually, the
value of which depends on the overall success of the Company. The aim is for all employees
to be able to accumulate shares over time, to encourage loyalty and joint purpose.
Awards are made twice yearly throughout the Company.
Directors must be in office when the shares vest.
If changes are made to SIPs which apply to all employees in the schemes, these may be
applied to executive directors, at the discretion of the remuneration committee.
Deferred
bonus scheme
(DBS)
Align directors’
interests with
those
of shareholders,
employees and
the wider
community
The Company does not operate a shareholding scheme with a minimum vesting or holding
period of five years.
The deferred bonus scheme may award shares to all senior managers, including executive
directors. Bonus awards are made under the scheme, annually, at the discretion of the
remuneration committee.
Bonus awards are satisfied in shares. One-third of a participant’s shares will immediately vest
to the participant on calculation of the initial award (and can be paid in cash), one-third will
vest after one year and the remaining third will vest after two years. In each case, vests will be
subject to the participant being employed by the Company at the release date.
Performance criteria for the scheme have been simplified to be based purely on growth in
earnings per share. The performance criteria for executive directors are the same as those for
senior managers eligible for the scheme. Awards are made using a multiple based on an
employee’s grade. The maximum bonus to be earned under the scheme is 100% of annual
salary.
Awards for the year ending July 2024 will be based on earnings per share performance
relative to the year ending July 2019 rather than July 2023. That target will remain in place
until it is surpassed, at which point the target becomes the previous year’s performance.
Any changes made to the deferred bonus scheme for eligible senior managers may be
applied to executive directors, at the discretion of the remuneration committee.
Non-executive
directors’ fees
Provide attractive
and fair
remuneration
for directors.
The fees paid to non-executive directors are determined by the executive board, taking
account of the level of fees for similar positions in the market and the time commitment which
each non-executive director makes.
The non-executive directors receive no other remuneration or benefits from the Company.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
75
DIRECTORS’ REMUNERATION REPORT
Shareholdings
Executive directors are required to maintain a minimum
shareholding. Minimum holding requirements, which
include shares awarded which have not yet vested, are set
by the remuneration committee for each director and
reviewed every three years, when the remuneration policy
is reviewed.
To the extent that any executive director holds under the
required number of shares, at least 50% of any vested free
share (SIP) awards must be retained, until the required
shareholding is attained.
On ceasing to be an executive director, a minimum holding
of 50% of the previous requirement must be maintained for
a minimum period of 12 months.
This guideline applies to shares which vest following the
adoption of this guideline. Any shares purchased by
executives would not be subject to the guideline.
The application of the minimum shareholding requirement
is at the discretion of the remuneration committee.
The current minimum shareholding requirements are 200%
of base salary, calculated on a £15.71 share price at the
start of FY19, when this holding requirement was
introduced.
Number of shares
Minimum
Shares held
Requirement
as 28 July 2024
1
B Whitley
35,010
73,795
J Hutson
86,145
352,864
J Ullman
25,461
70,839
T Martin
41,305
30,382,253
1
As per directors and connected persons’ interests in
shares table below.
Difference between the policy for directors and that for
employees
Members of the wider management team may receive
each of the components of remuneration awarded to the
executive directors, although the amounts due for each
component may vary, depending on their level of seniority.
Non-executive directors are not entitled to any component,
other than fees.
The wider employee population of the Company will
receive remuneration which is considered appropriate to
their level of responsibility and performance.
Withholding and recovery of awards
Awards made under the bonus scheme and the deferred
bonus scheme may be reclaimed, in separately disclosed
circumstances of misstatement or misconduct.
In the event of serious misstatement or misconduct, the
remuneration committee can stop bonuses from being paid
and prevent share awards from vesting. The remuneration
committee will make reasonable judgement, based on the
facts at hand. Any actions taken will be at the discretion of
the remuneration committee.
Approach to recruitment remuneration
The aim, when agreeing on components of a remuneration
package, including any variable pay for incoming directors,
in accordance with the table above. Account is taken of the
individual’s experience, the nature of the role being offered
and his or her existing remuneration package. Relocation
expenses or allowances may be paid, as appropriate.
The committee may, at its discretion, offer cash, share-
based elements or additional pension contributions, as
necessary, to secure an appointment, although it does not
usually do so. Shareholders will be informed of any such
payments at the time of appointment.
Our main principle is that payments made to prospective
directors as compensation for loss of benefits at a previous
Company are inherently unfair, since it would be extremely
rare for anyone below board level to receive this sort of
compensation.
Chairman and directors’ service contracts
The executive directors are employed on rolling contracts,
requiring the Company to give up to one year’s notice of
termination, while the director may give six months’ notice.
In the event of termination of employment with the
Company, without the requisite period of notice, executive
directors’ service contracts provide for the payment of a
sum equivalent to the net value of salary and benefits to
which the executive would have been entitled during the
notice period.
The executive is required to mitigate his or her loss and
such mitigation may be taken into account in any payment
made. The Company’s policies on the duration of directors’
service contracts, notice periods and termination payments
are all in accordance with industry best practice.
The commencement dates for executive directors’ service
contracts are as follows:
Tim Martin – 20 October 1992
John Hutson – 4 September 1996
Ben Whitley – 2 November 2015
James Ullman – 4 May 2022
All executive directors will be standing for re-election at the
AGM. Their current service contracts do not have an
explicit expiry date.
76
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
DIRECTORS’ REMUNERATION REPORT
Non-executive directors
The non-executive directors hold their positions, pursuant
to letters of appointment dated 1 November 2023, with a
term of 12 months.
If their appointment is terminated early, non-executive
directors are entitled to the fees to which they would have
been entitled up to the end of their term. They do not
participate in the Company’s bonus or share schemes.
Their fees are determined by the executive directors,
following consultation with professional advisers, as
appropriate.
Employee directors
The employee directors hold their positions, pursuant to
letters of appointment dated 9 December 2021, with a term
of three years.
External appointments
Executive directors are not allowed to take external
appointments without the prior consent of the Company.
The Company has not released any executive directors to
serve as non-executive director elsewhere.
Illustration of the application of the
remuneration policy
The charts below set out the composition of the chairman
and executive directors’ remuneration packages in £000,
at a minimum, a reasonable expectation target and as a
possible maximum:
The fixed annual values include:
◼ Fixed annual salary, benefits and allowances, in line
with those outlined in the policy section, and based on the
salaries applicable as at 28 July 2024.
The performance bonus values include:
◼ the cash bonus which may be achievable.
◼ an average achieved in respect of the deferred bonus
scheme over the last five years In the case of ‘expected’,
an average percentage achieved over the seven years
before FY20, FY23 and FY24 have been used.
The other items value is the Company’s share incentive
plan, as outline on page 74.
Payments for loss of office
The Company’s policy is that the period of notice for
executive directors will not exceed 12 months; accordingly,
the executive directors’ employment contracts are
terminable on 12 months’ notice by the Company or six
months’ notice by a director.
In the event of gross misconduct, the Company may
terminate a director’s employment without notice or
compensation.
In the event of a director’s departure, the Company’s policy
on termination payments is as follows:
◼ The Company will seek to ensure that no more is paid
than is warranted in each individual case.
◼ Salary payments will be limited to notice periods.
◼ There is no entitlement to bonus paid (or associated
deferred shares or SIPs) following notice of termination.
◼ The committee’s normal policy is that, where the
individual is considered a ‘good leaver’, a prorated bonus
may be paid.
◼ The Company may enable the provision of outplacement
services to a departing director.
Retirement policy
The Company does not have a mandatory retirement age.
Employees wishing to retire should be aged at least 55
years at the date of leaving (the minimum age a person
can access a workplace pension) and serve their
contractual notice period. Retiring employees are
permitted to retain any unvested shares held in any
Company scheme.
Consideration of employment conditions
elsewhere in the Company
The committee receives information on salary increases,
bonus payments and other benefits available at the
Company. These are taken into consideration when
conducting the review of executive remuneration, although
no formal consultation with employees is undertaken in this
regard.
Consideration of shareholders’ views
Any views in respect of directors’ remuneration expressed
to the Company by shareholders have been, and will be,
taken into account in the formulation of the directors’
remuneration policy.
Details of votes cast for and against the resolution to
approve last year’s remuneration report and any matters
discussed with shareholders during the year are provided
in the annual report on remuneration.
100%
100%
100%
£339
£339
£339
£0 £100 £200 £300
Minimum
Expected
Maximum
Tim Martin
78%
57%
41%
4%
15%
22%
32%
12%
£1,074
£1,500
£2,055
£0 £400 £800 £1,200£1,600£2,000£2,400
Minimum
Expected
Maximum
John Hutson
79%
56%
40%
5%
15%
21%
13%
11%
£410
£583
£808
£0 £200 £400 £600 £800 £1,000
Minimum
Expected
Maximum
Ben Whitley
81%
58%
40%
5%
17%
19%
32%
10%
£315
£441
£605
£0 £200 £400 £600 £800
Minimum
Expected
Maximum
James Ullman
Fixed Performance Bonus Other items
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
77
DIRECTORS’ REMUNERATION REPORT
Annual report on remuneration
The table below sets out in a single figure the total amount of remuneration awarded to each director for the year ended 28 July
2024.
Single-figure table – audited
Salary/fees
Taxable
benefits
1
Performance
bonus
2
Other Items
3
Pension
contributions
4
Total
Total Fixed
Total Variable
2024
2023
2024
2023
2024
2023^
2024
2023^
2024
2023
2024
2023
2024
2023^
2024
2023^
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
Executive
directors
J Hutson
677
638
52
53
53
639
230
223
108
104
1,120
1,657
837
795
283
862
S Cacioppo
–
67
–
10
–
–
–
–
11
–
88
–
88
–
30
B Whitley
275
255
31
30
21
254
66
64
35
33
428
636
341
318
87
318
J Ullman
200
180
27
26
15
180
57
52
28
25
327
463
255
231
72
232
1,152
1,140
110
119
89
1,073
353
339
171
173
1,875
2,844
1,433
1,432
442
1,412
Non-executive
directors and
chairman
T R Martin
324
324
15
14
–
–
–
–
–
–
339
338
339
338
–
–
B Thorne
56
54
–
–
–
–
–
–
–
–
56
54
56
54
–
–
D van Gene
56
54
–
–
–
–
–
–
–
–
56
54
56
54
–
–
R Beckett
–
16
–
–
–
–
–
–
–
–
–
16
–
16
–
–
H Morley
56
54
–
–
–
–
–
–
–
–
56
54
56
54
–
–
D Whittingham
8
8
–
–
–
–
–
–
–
–
8
8
8
8
–
–
H Simmons
8
8
–
–
–
–
–
–
–
–
8
8
8
8
–
–
508
518
15
14
–
–
–
–
–
–
523
532
523
532
–
–
Total
1,660
1,658
125
133
89
1,073
353
339
171
173
2,398
3,376
1,956
1,964
442
1,412
^Restated 30 July 2023, see point 5 below.
1) Taxable benefits include car allowances and a contribution towards rail travel for Tim Martin, as well as private health and fuel
expenses for executive directors. In respect of the element for pub calls made to monitor standards, 5% was paid, in line with
policy.
2) The resultant percentages against each of the bonus measures achieved are shown below. Details of targets applicable
during the year are disclosed in the directors’ remuneration policy statement. These items are only awarded to the executive
directors only and not to the employee directors, Hudson Simmons and Deborah Whittingham.
Maximum
Awarded
B Whitley
£
J Hutson
£
J Ullman
£
Profit growth
45%
1.5%
4,125
10,150
3,000
Total performance bonus
45%
1.5%
4,125
10,150
3,000
Employee share scheme
25%
25%
66,232
164,367
47,483
Employee share scheme – long service
1
5%
5%
-
-
9,497
Employee share scheme – long service
2
10%
10%
-
65,747
-
Deferred Bonus scheme
3
100%
0%
-
-
-
Total performance bonus and other items
70,357
240,264
59,980
1
James UIlman received an additional 5% as he has completed 25 years’ service with the company.
2
John Hutson received an additional 10%, as he has completed 30 years’ service with the company.
3
As per the remuneration policy on page 74, the DBS vests in three tranches.
78
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
DIRECTORS’ REMUNERATION REPORT
The final amount received by executive directors for DBS awards will be affected by future changes in the Company’s share
price. A 50% increase in the share price between the award date and the vesting date would increase the value of the award by
50%. Conversely, a 50% reduction would reduce the award’s value by 50%.
3). Other items refer to SIPs awarded during the period. Further information can be found within the remuneration policy on
page 74.
4) Existing executive directors receive either pension contributions, equivalent to 12% of salary, to the stakeholder pension plan
or salary in lieu of pension contributions. Additional pension payments are made, equivalent to 2% of salary for 25–29 years’
service, a further 2% for 30–34 years’ service and so on for every additional five years’ service. John Hutson, Ben Whitley and
James Ullman took, in salary, the portion of their Company pension contribution which was above the annual cap.
5). In previous periods SIP and DBS awards were treated as long-term incentives. There are no elements of the remuneration
policy that meet the definition of long term incentive schemes. Therefore, the presentation of the period ended 30 July 2023 has
been restated to present DBS as a performance bonus and SIP awards as an other item. DBS in the prior year was based on a
‘cash basis’ and has since been restated to be based on award.
Share scheme awards in the year – audited
Number of shares
Fair value in £
Share
Deferred
Share
Deferred
incentive
bonus
incentive
bonus
plan
1
scheme
Total
plan
scheme
Total
J Hutson
31,965
–
31,965
230,114
–
230,114
B Whitley
9,193
–
9,193
66,232
–
66,232
J Ullman
7,898
–
7,898
56,980
–
56,980
49,056
–
49,056
353,325
–
353,325
1
Share incentive plan includes shares granted in October 2023 and March 2024. These where awarded at an average share
price of £7.24, three days before grant; shares will vest three years after grant.
All awards have no further performance conditions attached, except to be employed by the Company at the vesting date.
Directors and connected persons’ interests in shares: audited:
The total interests of the directors in the shares of the Company, as at 28 July 2024, were as follows:
Ordinary shares of 2p each, held beneficially
Shares
1
Share Incentive
Plan
2
Deferred Bonus
Scheme
3
2024
T R Martin
30,382,253
-
-
30,382,253
J Hutson
177,373
98,627
76,864
352,864
B Whitley
15,238
27,943
30,614
73,795
J Ullman
27,429
22,228
21,182
70,839
H Simmons
1,502
4,065
-
5,567
D Whittingham
5,051
9,010
-
14,061
B Thorne
2,050
-
-
2,050
D van Gene
3,777
-
-
3,777
H Morley
15,000
-
-
15,000
1
Shares included are all those vested as at 28 July 2024.
2
Share incentive plan includes unvested awarded shares under the company Share Incentive Plan.
3
Deferred bonus scheme Includes tranche three of the 2022 award which has been accrued but not yet granted and the
remaining two tranches of 2023 award currently unvested.
Partnership shares
John Hutson, Ben Whitley and Deborah Whittingham are participants of the partnership share scheme, each acquiring 242
shares in the year.The market price of the shares purchased ranged 635.0–752.9p.
Partnership shares are shares which can be purchased by individuals who work in the Company for a duration of time.
Participants can elect to purchase these shares which come out of each employee’s payroll.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
79
DIRECTORS’ REMUNERATION REPORT
Performance graph – non-audited information
This graph shows the total shareholder return (with dividends reinvested) of a holding of the Company’s shares against a
hypothetical holding of shares in the FTSE All-Share Travel & Leisure sector index. The directors selected this index, as it
contains most of the Company’s competitors and is considered to be the most appropriate index for the Company.
Growth in the value of a hypothetical £100 holding since July 2008, based on 30-trading-day average values
60.0
140.0
220.0
300.0
380.0
460.0
540.0
620.0
700.0
Jul-08Jul-09Jul-10Jul-11Jul-12Jul-13Jul-14Jul-15Jul-16Jul-17Jul-18Jul-19Jul-20Jul-21Jul-22Jul-23Jul-24
Value of hypothetical £100 holding £
J D Wetherspoon FTSE All-Share Travel & Leisure
80
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
DIRECTORS’ REMUNERATION REPORT
Chief executive officer’s remuneration
Single figure
of total
remuneration
Performance
bonus
payment
achieved
against
maximum
possible
scheme
shares
vesting
against
maximum
possible*
John Hutson
£000
%
%
2024
1
1,120
3
100
2023
1
1,657
18
100
2022
1,017
-
100
2021
813
-
100
2020
738
-
100
2019
1,035
10
100
2018
1,490
29
100
2017
1,698
85
100
2016
1,187
21
100
2015
1,202
10
100
2014
741
19
100
2013
1,079
43
100
*See employee share scheme details on page 74.
1
Restated 30 July 2023, see point 5 of single figure table
above.
The following table compares the change in remuneration
of all the directors, non-executive directors and chairman
with that of all employees
Change in
annual
salary
Change in
taxable benefits
Change in
annual
bonus
%
%
%
Ben Whitley
7.8
3.9
(6.5)
John Hutson
6.0
(2.1)
(6.5)
James Ullman
11.1
6.5
(6.5)
Tim Martin
-
6.5
-
Ben Thorne
4.5
-
-
Debra Van Gene
4.5
-
-
Harry Morley
4.5
-
-
Deborah Whittingham
-
-
-
Hudson Simmons
-
-
-
All employees
7.3
7.5
43.9
Change in total employees’ salary is calculated based on
the amounts paid to all employees adjusted for
redundancy and employer’s national insurance payments,
divided by the number of hours worked by employees.
Chief executive’s pay ratios
The table below shows the chief executive’s total
remuneration, as disclosed in the single-figure table,
compared with that of full-time equivalent employees’
median (50th), 25th and 75th percentiles in the UK.
Pay ratios table
Year
Method
25th
50th
75th
2024
Option B
67:1
65:1
58:1
2023
Option B
54:1
49:1
41:1
The Company has used the same data used for gender
pay reporting to determine the median, 25th and 75th
percentile employees. This method is called option B in
The Companies (Miscellaneous Reporting) Regulation
2018.
It is believed that using a methodology consistent with that
of gender pay reporting will produce the most
understandable ratios.
There has been no comparison between dividends and
share buy-backs this year, as there have been no such
events in the current and previous financial year.
Remuneration committee
The remuneration committee comprises the following
independent directors: Debra van Gene (chair), Ben
Thorne and Harry Morley.
The committee meets regularly and considers executive
directors’ remuneration annually. It approves all
contractual and compensation arrangements for the
executive directors, including performance-related
payments.
Shareholders’ vote on 2023 directors’
remuneration policy
The table below shows the voting outcomes at the 16
November 2023 AGM for the directors’ remuneration
policy.
Number of
% of
votes
votes
For
81,130,088
90.56
Against
8,454,641
9.44
Abstentions
336,550
0.03
Total cast
89,921,279
100.00
The resolution at last year’s AGM seeking the re-election
of Debra van Gene received less than 80% of the total
votes cast.
The Company has stated, on numerous occasions, its view
that it benefits from the experience of directors who have
served more than nine years and does not agree that it
affects the individual’s independence.
The Company has continued to engage with shareholders
regarding its views on board composition and intends
doing so in the future.
Shareholders’ vote on 2022 directors’
remuneration report
The table below shows the voting outcomes at the 17
November 2022 AGM for the directors’ remuneration
report.
Number of
votes
% of
votes
For
94,480,039
95.91
Against
4,001,408
4.06
Abstentions
31,781
0.03
Total cast
98,513,228
100.00
All votes at the AGM were passed with at least 85% of the
cast votes.
By order of the board
Nigel Connor
Company Secretary
3 October 2024
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
81
CORPORATE GOVERNANCE
Introduction
This section of the report sets out how the Company has
applied the relevant principles and provisions of the 2018
code and identifies and explains where it has not.
1. Board leadership and Company purpose (page 81)
2. Division of responsibilities (page 82-83)
3. Composition, succession and evaluation (page 85)
4. Audit, risk and internal control (pages 84-85)
5. Remuneration (pages 72–80).
Statement of compliance
The board believes that the Company has been compliant
with the code throughout the 52 weeks ended 28 July
2024, except as described below.
3 – Dialogue with shareholders
The code indicates that the chairman should discuss
governance and strategy with major shareholders. The
chairman has had many discussions with shareholders
since the Company’s flotation in 1992, although corporate
governance has rarely been raised. The majority of
discussions with major shareholders now takes place
among the CEO, finance director and shareholders. These
discussions are relayed to, and considered by, the board.
The chairman is available for discussion with major
shareholders, when requested.
10 – Non-executive directors’ independence
Debra van Gene has served more than nine years on the
board and so may not be considered independent under
the code. The board considers that her performance as a
non-executive director continues to be effective.
She contributes significantly as a director through her
individual skills, considerable knowledge and experience of
the Company. She demonstrates strong independence in
how she discharges her responsibilities. Consequently, the
board has concluded that, despite the length of tenure,
there is no association with management which could
compromise her independence.
19 – Chairman’s term
Tim Martin has served more than nine years as chairman
of the board. The board considers that his considerable
knowledge and experience from founding the Company
and leading it for over 40 years have had a positive effect
on its performance.
The board believes that it is in the interest of the Company
and its shareholders for Tim Martin to remain as chairman.
21 – External board evaluation
A requirement of corporate governance is a
recommendation for a third party to evaluate the
functioning of the board. Delegation of a key task of the
chairman and of the directors of the board itself to a third
party, often with little or no connection with the Company’s
business and with a very limited knowledge of the
directors, may be a dangerous step for a board to take. It
is the function of the board itself to evaluate its own
performance – and that performance is most evident from
the results of the underlying business.
For this reason, it is believed best for the Company to
continue with its current system of ‘self-evaluation’.
36 – Long-term shareholdings
To promote long-term shareholdings by executive directors
and to align their interests with shareholders, the code
requires that any share awards given to executive directors
should have a minimum vesting period of five years. The
executive directors receive shares under schemes which
are open to other employees and have vesting periods of
under five years. The Company has disclosed details of
the share award schemes in the remuneration policy on
pages 73–74. To promote long-term shareholding by
executive directors, the Company requires directors to hold
a minimum number of shares as disclosed on page 75.
Restrictions are in place on the sale of shares, if directors
have not achieved the minimum holding.
38 – Alignment of pension contribution rates of executive
directors with wider workforce
The code states that pension contribution rates for
executive directors and payments in lieu, should be
aligned with those available to the workforce. As set
out in the 2020 remuneration policy, the company took
the decision that existing executive directors would
continue to receive 12% of base salary on the basis
that it had never been excessive, is lower than the average
for a FTSE 250 company and is not disproportionate to
that of the wider workforce. In August 2022, the Company
changed its employee pension policy to reward long
service, rather than being based on rank/job title. As the
relevant executive directors have the required long-service
entitlements, their existing pension contributions are now
aligned with the policy applicable to the wider workforce.
A full version of the code is available on the official website
of the Financial Reporting Council: frc.org.uk
Board leadership and Company’s purpose
The board of directors
◼ Tim Martin, Chairman
◼ John Hutson, Chief Executive Officer
◼ Ben Whitley, Finance Director
◼ James Ullman, Personnel and Retail Auditor Director
◼ Debra van Gene, Non-Executive Director
◼ Harry Morley, Non-Executive Director
◼ Ben Thorne, Non-Executive and Senior Independent
Director
◼ Deborah Whittingham, Employee Director
◼ Hudson Simmons, Employee Director
Will Fotheringham and Emma Gibson attend board
meetings in their capacity as associate employee directors.
The board considers each of Debra van Gene, Ben Thorne
and Harry Morley to be independent.
Biographies of all board directors are on both page 68 and
on the Company’s website: jdwetherspoon.com
82
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
CORPORATE GOVERNANCE
The chairman meets non-executive directors regularly and
evaluates the performance of the board, its committees
and its individual directors.
The Company’s purpose and how it establishes its values
and culture through engagement with employees are
disclosed on page 53.
Directors’ conflicts of interest
The board expects the directors to declare any conflicts of
interest and does not believe that any material conflicts of
interest exist.
Relations with shareholders
The board ensures that all of its members are kept aware
of both the views of major shareholders and changes in
the major shareholdings of the Company. Efforts made to
accomplish effective communication include:
◼ Annual general meeting, considered to be an important
forum for shareholders to raise questions with the board
◼ Regular feedback from the Company’s stockbrokers
◼ Interim, full and ongoing announcements circulated to
shareholders
◼ Any significant changes in shareholder movement being
notified to the board by the company secretary, when
necessary
◼ The company secretary maintaining procedures and
agreements for all announcements to the stock market
◼ A programme of regular meetings between investors
and Company directors
Matters reserved for the board
The following matters are reserved for the board:
◼ Board and management
Structure and senior management responsibilities
Nomination of directors
Appointment and removal of chairman and
company secretary
◼ Strategic matters
Strategic, financing or adoption of new business
plans, in respect of any material aspect of the
Company
◼ Business control
Agreement of code of ethics and business practice
Internal audit
Authority limits for heads of department
◼ Operating budgets
Approval of a budget for investments and capital
projects
Changes in major supply contracts
◼ Finance
Raising new capital and confirmation
of major facilities
The entry into asset-financing transactions
Specific risk-management policies, including
insurance, hedging and borrowing limits
Final approval of annual and interim accounts and
accounting policies
Appointment of external auditors
◼ Legal matters
Institution of legal proceedings, where costs
exceed certain values
◼ Secretarial
Call of all shareholders’ meetings
Delegation of board powers
Disclosure of directors’ interests
◼ General
Board framework of executive
remuneration and costs
Culture and values
The board monitors the culture and the values of the
Company in several ways:
Appointing employee directors to the board
Meeting and talking to employees from the pubs
during pub visits, regional meetings and at weekly
head-office meetings
Area managers attending the opening section of
board meetings to discuss issues relating to pub
operations and the Company generally
Reviewing the outcome of weekly discussion
meetings of selected pub and area managers led
by senior Company employees
Reviewing whistleblowing reports and outcomes
via the audit committee
Division of responsibilities
It is not helpful, in a company like Wetherspoon, for there
to be high barriers or exaggerated distinctions between the
role of chairman and that of chief executive officer.
However, some general distinctions are outlined overleaf
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
83
CORPORATE GOVERNANCE
Chairman’s responsibility
Chief executive officer’s responsibility
The chairman is responsible for the smooth running of
the board and ensuring that all directors are fully
informed of matters relevant to their roles
The chief executive officer is responsible for the smooth daily
running of the business
Delegated responsibility of authority from the Company to
exchange contracts for new pubs and to sign all contracts
with suppliers
Developing and maintaining effective management controls,
planning and performance measurements
Providing support, advice and feedback to the chief
executive officer
Maintaining and developing an effective organisational structure
Supporting the Company’s strategy and encouraging the
chief executive officer with that strategy’s development
External and internal communications, in conjunction with the
chairman, on any issues facing the Company
Chairing general meetings, board meetings, operational
meetings and agreeing on board agendas and ensuring
that adequate time is available for discussion of agenda
items
Implementing and monitoring compliance with board policies
Management of the chief executive officer’s contract,
appraisal and remuneration, by way of making
recommendations to the remuneration committee
Timely and accurate reporting of the above to the board
Providing support to executive directors and senior
managers of the Company
Recruiting and managing senior managers in the business
Helping to provide the ‘ethos’ and ‘vision’ of the
Company, after discussions and debates with employees
of all levels, customers and shareholders.
Developing and maintaining effective risk-management
and regulatory controls
Helping to provide information on customers and
employees’ views by calling on pubs
Maintaining primary relationships with shareholders and investors
Helping to make directors aware of shareholders’
concerns
Chairing the management board responsible for implementing the
Company’s strategy
Helping to ensure that a culture of openness and debate
exists in the Company
Ensuring compliance with the London Stock Exchange
and legal and regulatory requirements, in consultation
with the board and the Company’s external advisers
The board has several established committees as set out below. The board met nine times during the year ending 28 July 2024.
Attendance of the directors,non-executives, employee and associate employee directors where appropriate, is shown below.
Board
Audit
Remuneration
Nomination
Number of meetings held in the year
9
4
1
1
Tim Martin
6
N/A
N/A
N/A
John Hutson
9
N/A
N/A
1
Ben Whitley
9
4
N/A
1
Debra van Gene
9
4
1
1
Harry Morley
8
4
1
1
Nigel Connor
9
4
N/A
N/A
Ben Thorne
9
4
1
1
James Ullman
9
4
N/A
1
Deborah Whittingham
8
N/A
N/A
N/A
Will Fotheringham
9
N/A
N/A
N/A
Hudson Simmons
9
N/A
N/A
N/A
Emma Gibson
9
N/A
N/A
N/A
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
CORPORATE GOVERNANCE
Audit, risk and internal control
Audit committee
The committee’s primary role is to assist the board
in the provision of effective governance over the
Company’s financial reporting, risk management and
internal control; in particular, it performs the
following activities:
◼ Assumes direct responsibility for the appointment,
compensation, resignation and dismissal of the external
auditors, including review of the external audit, its cost and
effectiveness
◼ Reviews the independence of the external auditors,
including consideration of the level of non-audit work
carried out by them
◼ Reviews the scope and nature of the work to be
performed by the external auditors, before the audit
commences
◼ Reviews the half-year and annual financial statements
◼ Ensures compliance with accounting standards and
monitors the integrity of the financial statements and
formal announcements relating to the financial
performance of the Company and supports the board in its
responsibility to ensure that the annual financial
statements are fair, balanced and understandable
◼ Reviews the internal audit plan, which is updated to
reflect the changing needs of the business and the
concerns of management and the audit committee
◼ Reviews and raises questions on all internal audit
reports and requests management to adjust the
prioritisation of mitigating actions, as needed. Areas
reviewed this year included supply chain and distribution
centre, pub closures, system security, IT, cyber-crime,
changes in business environment, decline in like-for-like
sales volume and escalating labour costs
◼ Reviews, with the support of specialists as required,
controls over access to the IT systems used around the
business and agrees with management on the timing of
any mitigating actions to be carried out
◼ Reviews and monitors procedures in relation to the
Company’s whistleblowing policy
◼ Reviews and questions the effectiveness of
all risk-management and internal control systems
◼ Reviews the retail audit director’s statement on
internal controls on completed audits
◼ Considers the overall impact on the business of the
matters arisen from the various reviews described above
and any other matters which the auditors, internal or
external, may bring to the attention of the committee
◼ Ensures that all matters, where appropriate, are raised
and brought to the attention of the board
Significant financial reporting items
The accounting policies of the Company and the estimates
and judgements made by management are assessed by
the committee for their suitability. The following areas are
those considered by the committee, to be the most
significant:
◼ The provision for the impairment of fixed assets –
several judgements are used in making this calculation,
primarily on expected future sales and profits. The
committee received reports and questioned management
on the calculations made and the assumptions used
◼ Significant one-off items of expense or income are
reported as separately disclosed on the face of the income
statement. All separately disclosed items are reviewed by
the committee
◼ The committee reviewed the financial plans, modelled
scenarios and assumptions made by the Company in
support of the presentation of the financial statements on a
going concern basis
◼ The committee reviewed and raised questions
on the calculations made by the Company in relation to the
hedge accounting and effectiveness for interest-rate
swaps. The committee is satisfied that the judgements
made by management are reasonable and that appropriate
disclosures have been included in the accounts.
Non-audit services
During the year, the Company made no use of specialist
teams from Grant Thornton UK LLP, relating to accounting
or tax services. The fees paid to Grant Thornton UK LLP
for non-audit services were £72,000 (2023: £82,000),
relating to interim review procedures. The use of Grant
Thornton UK LLP for non-audit work is monitored regularly,
to achieve the necessary independence and objectivity of
the auditors. Where the auditors provide non-audit
services, their objectivity and independence are
safeguarded by the use of different teams. See note 2 on
page 19, for a breakdown of the auditor’s remuneration for
audit and non-audit services.
External auditors
The audit committee is responsible for making
recommendations to appoint, reappoint or remove external
auditors. Following a review by the audit committee, the
board agreed to recommend, at the AGM in November
2024, the reappointment of Grant Thornton UK LLP as
external auditors.
Audit-tendering and rotation
The audit committee keeps under review the regulatory
requirements on audit-tendering and rotation.
The Company will be required to change its audit firm for
the year ending 25 July 2038, at the latest. The audit was
last tendered in 2018 – and Grant Thornton UK LLP has
been in place as the Company’s auditor for seven years.
The disclosures provided in this report constitute the
Company’s statement of compliance with the requirement
of the statutory audit services for large companies market
investigation (mandatory use of competitive tender
processes and audit committee responsibilities) order
2014.
Effectiveness of external auditors
The audit committee assesses the ongoing effectiveness
of the external auditors and audit process, on the basis of
meetings and internal reviews with finance and other
senior executives.
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
85
CORPORATE GOVERNANCE
In reviewing the independence of the external auditors, the
audit committee considers several factors. These include
the standing, experience and tenure of the external
auditors, the nature and level of services provided and
confirmation from the external auditors that they have
complied with relevant UK independence standards. The
terms of reference of the audit committee are available on
the Company’s website.
Risk management
The board is responsible for the Company’s risk-
management process.
The internal audit department, in conjunction with feedback
from senior management of the business functions,
produces a risk register annually.
The identified risks are assessed, based on the likelihood
of a risk occurring and the potential impact to the business,
should the risk materialise.
The retail audit director determines and reviews the
risk-assessment process and will communicate the
timetable annually.
The audit committee reviews the risk register at each
meeting, with a schedule of audit work agreed on, on a
rolling basis. The purpose of this work is to review, on
behalf of the Company and the board, those key risks and
the systems of control necessary to manage such risks.
Where recommendations are made for changes in
systems or processes to reduce risk, internal audit will
follow up regularly to ensure that those recommendations
are implemented.
No significant failings of internal control were identified
during these reviews.
A summary of the financial risks and treasury policies can
be found on pages 55–56, together with other risks and
uncertainties.
Emerging risks
The Company monitors emerging risks through the receipt
of advice and feedback from head office and pub staff,
customers, suppliers, and several external advisers and by
maintaining an awareness of the wider economic, political
and social environment.
Any potential risks identified will be discussed in the
relevant internal meetings, where any potential impact on
the business will be considered. Any significant risks
identified will be added to the Company’s risk register.
Internal control
During the year, the Company provided an internal audit
and risk-management function. The creation of a system of
internal control and risk mitigation is a key part of the
Company’s operations and culture. The board is
responsible for maintaining a sound system of internal
control and reviewing its effectiveness.
The function can only manage, rather than entirely
eliminate, the risk of failure to achieve business objectives.
It can provide only reasonable, and not absolute,
assurance against material misstatement or loss.
Ongoing reviews, assessments and management of
significant risks took place throughout the year under
review and up to the date of the approval of the annual
report.
The Company has an internal audit function
which is discharged as follows:
◼ Regular audits of the Company’s stock
◼ Unannounced visits to pub sites
◼ Monitoring systems which control the Company’s cash
◼ Health and safety visits, ensuring compliance with
Company procedures
◼ Reviewing and assessing the impact of legislative and
regulatory change
◼ Risk-management process, identifying key risks facing
the business
The Company has key controls, as follows:
◼ Authority limits and controls over cash-handling,
purchasing commitments and capital expenditure
◼ A budgeting process, with a detailed 12-month operating
plan and a mid-term financial plan, both approved by the
board
◼ Business results reported weekly, with a report
compared with budget and the previous year
◼ Forecasts prepared regularly throughout the year, for
review by the board
◼ Complex treasury instruments are not used. The
Company, from time to time, as stated in this report and
accounts, enters into swap arrangements which fix interest
rates at certain levels for a number of years and enters into
supply arrangements with fixed prices for electricity and
gas, for example, which run for between one and three
years
◼ An annual review of the amount of external insurance
which it obtains, bearing in mind the availability of such
cover, its costs and the likelihood of the risks involved
◼ Regular evaluation of processes and controls, in relation
to the Company’s financial reporting requirements
The directors confirm that they have reviewed the
effectiveness of the system of internal control.
Remuneration and nomination
Remuneration committee
The committee is responsible for determining the
remuneration received by executive directors and senior
managers. When setting levels of remuneration, the
committee seeks to ensure that they are sufficient to
attract and retain people with the necessary skills and
experience. The committee seeks to ensure that
remuneration is not excessive and is in line with amounts
paid by comparable companies. In setting executive
directors’ remuneration, the committee takes into account
wider workforce remuneration policies throughout the
Company, with many elements extending throughout much
of the Company at varying levels according to seniority
and service length.
86
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
CORPORATE GOVERNANCE
The remuneration policy operated as intended during the
year – no changes were made and normally no discretion
is applied.
The directors’ report on remuneration is set out on pages
72–80.
Directors’ remuneration is clearly presented in the
accounts. The remuneration policy is clearly stated, with
the calculation of performance measures explained. The
remuneration policy does not rely overly on target-based
incentives, with share awards usually given based on
profits, earnings per share and owners’ earnings growth,
as well as some shares awarded without performance
targets as part of a Companywide scheme. However,
during the current year no such award was given based on
such targets.
Awards made are predictable and within a range of values.
The remuneration committee can apply discretion in the
application of awards.
The terms of reference of the remuneration committee are
available on the Company’s website.
Nomination committee
The committee meets at least annually and:
◼ reviews the board structure, size, diversity (including
gender), composition and successional needs, keeping
under review the balance of membership between
executive and non-executive and the required blend
of skills, experience, knowledge and independence
on the board.
◼ formally proposes any new executive or non-executive
directors for the approval of the whole board, following a
reasonable process for such an appointment. This includes
a review of skill set, industry knowledge and experience to
meet the strategic needs of the business.
◼ reviews the leadership and successional needs of the
organisation, with a view to ensuring the long-term
success of the Company.
◼ ensures that all directors offer themselves for annual re-
election by shareholders.
No director is involved in any decision about his or her own
reappointment. In carrying out these activities, the non-
executive directors follow the guidelines of the Chartered
Governance Institute and comply with the code.
The terms of reference of the nomination committee are
available on the Company’s website.
Employment policies
Staff are encouraged to make a commitment to the
Company’s success and to progress to more senior roles
as they develop.
In selecting, training and promoting staff, the Company has
to take account of the physically demanding nature of
much of its work. The Company is committed to equality of
opportunity and to the elimination of discrimination in
employment.
The Company aims to create and maintain a working
environment, terms and conditions of employment and
personnel and management practices which ensure that
no individual receives less favourable treatment
on the grounds of his or her race, religion or belief,
nationality, ethnic origin, age, disability, gender
(including gender reassignment), sexual orientation, part-
time status or marital status.
Employees who become disabled will be retained, where
possible, and retrained, where necessary.
The Company has established a range of policies,
covering issues such as diversity, employees’ well-being
and equal opportunities, aimed at ensuring that all
employees are treated fairly and consistently.
The Company has also established the following network
groups to foster discussion and generate ideas about
these issues:
◼LGBTQIA+
◼Mental health and well-being
◼Race and ethnic diversity
◼Women
Internal communications seek to ensure that staff are well
informed about the Company’s progress, through the use
of regular digital newsletters, and staff liaison meetings, at
which employees’ views are discussed and taken into
account.
All pub staff participate in bonus schemes related
to sales, profits, stocks and service standards.
Approved by order of the board.
Nigel Connor
Company Secretary
3 October 2024
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
87
INFORMATION FOR SHAREHOLDERS
Ordinary shareholdings at 28 July 2024
Substantial shareholdings
Shares of 2p each
Number of
shareholders
% of total
shareholders
Number
% of total
shares held
Up to 2,500
3,412
87.8
1,408,456
1.1
2,501–10,000
224
5.8
1,062,463
0.9
10,001–250,000
186
4.8
11,260,579
9.1
250,001–500,000
25
0.6
9,070,853
7.3
500,001–1,000,000
17
0.4
11,698,952
9.5
Over 1,000,000
24
0.6
89,120,893
72.1
3,888
100.0
123,622,196
100.0
Substantial shareholdings
The Company has been notified of the following substantial holdings in its share capital at 28 July 2024:
Number of
ordinary shares
% of share
capital
Tim Martin
29,156,323
23.6
Fidelity Investments (Boston)
9,299,066
7.5
JD Wetherspoon Company Share Plan (UK)*
7,637,465
6.2
Hargreaves Lansdown Asset Mgt (Bristol)
4,741,862
3.8
Phoenix Asset Mgt Partners (London)
4,720,741
3.8
MFS Investment Mgt (Boston)
4,351,570
3.5
Ninety One (London)
3,764,161
3.0
Vanguard Group (Philadelphia)
3,157,833
2.6
Source: Investec Bank plc. This schedule shows the consolidated shareholdings of individuals and companies, whereas the first
table shows shareholdings by individual holding.
*This represents shares which have been purchased by the Company for the benefit of employees under the SIP. Please see
pages 63–=72. This includes vested shares held by employees.
Share prices
31 July 23
676p
Low
587p
High
865p
26 July 24
750p
Shareholders’ enquiries
If you have a query about your shareholding, please contact the Company’s registrars directly:
Computershare Investor Services plc: uk.computershare.com/investor
0370 707 1091
Annual report
Paper copies of this annual report are available from the company secretary, at the registered office.
E-mail: investorqueries@jdwetherspoon.co.uk
This annual report is available on the Company’s website: investors.jdwetherspoon.com
88
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
COMPANY INFORMATION
Company number
1709784
Registrars
Computershare Investor Services plc
PO Box 82
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Independent auditors
Grant Thornton UK LLP
Chartered Accountants and
Statutory Auditors
30 Finsbury Square
London
EC2A 1AG
Solicitors
Macfarlanes LLP
20 Cursitor Street
London
EC4A 1LT
Bankers
AIB Group (UK) p.l.c.
Banco de Sabadell S.A.
Barclays Bank PLC
BNP Paribas
Clydesdale Bank PLC
Coöperatieve Rabobank U.A.
Crédit Industriel et Commercial
HSBC UK Bank Plc
Lloyds Bank plc
MUFG Bank, Ltd.
National Westminster Bank Plc
Santander UK plc
The Governor and Company of the Bank of Ireland
Financial advisers
Investec Bank plc
Rusche Advisors
Stockbrokers
Investec Bank plc
J D WETHERSPOON PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
89
GLOSSARY
• Accrual = charge implemented to account for work that has been done or will be done but not yet invoiced.
• AGM = “annual general meeting”. Annual assembly of a company’s stakeholders.
• Amortisation = the process of gradually releasing an initial cost or income to the income statement.
• APM = “alternative performance measure” Financial measure of historical/future financial performance, other than a
financial measure defined or specified in the applicable financial reporting framework.
• CAMRA = “Campaign for Real Ale”. Organisation which promotes real ales, ciders and perries as well as traditional UK
pubs and clubs.
• CEO = “chief executive officer”. Individual responsible for making managerial decisions in the company to which he or she
is contracted to.
• CJRS = “Coronavirus job retention scheme”. Initiative introduced by the UK Government allowing employers to access
financial support to pay part of their employees’ wages.
• CLBILS = “Coronavirus large business interruption loan scheme”. Financial support created by the UK Government during
the COVID-19 pandemic.
• COVID-19 = “Coronavirus disease” is an infectious disease caused by the SARS-CoV-2 virus.
• EBITDA = “earnings before interest, taxes, depreciation and amortisation”. An alternative performance measure (APM).
• Emolument = Salary received as compensation for service of employment.
• ESG = “environmental, social and governance”. Set of standards measuring a business’s impact on society.
• EWSS = “Employment Wage Subsidy Scheme”. Financial support created by the ROI Government during the COVID-19
pandemic.
• FRC = “Financial Reporting Council”. Independent regulator in the UK and Ireland responsible for regulating auditors,
accountants and actuaries. It also sets the UK corporate governance and stewardship codes.
• Freehold reversion = The term used when purchasing a property which had been leased prior to the purchase.
• FTSE = “Financial Times Stock Exchange”. Index tracking the largest companies trading on the London Stock Exchange
(by market capitalization).
• FY = “financial year”. For Wetherspoon, the year being reported is 31 July 2023 – 28 July 2024.
• GHG = “greenhouse gas”. A gas which absorbs and emits the radiant energy which causes the greenhouse effect.
(Trapping heat in the atmosphere, therefore warming up the planet).
• HMRC = ‘Her Majesty’s Revenue and Customs’. Non-ministerial UK Government department responsible for collecting
taxes and paying some forms of state support.
• IAS = ‘international accounting standard’. Older accounting standard issued by the International Accounting Standards
Board. IASs were replaced in 2001 by IFRSs.
• IASB = ‘International Accounting Standards Board’. Private-sector body developing and approving the international
financial reporting standards (IFRSs).
• IBOR = ‘inter-bank offered rate’. Basic rate of interest used in lending among banks on the financial market and as a
reference in setting interest rates on other loans.
• IBR = ‘incremental borrowing rate’. Rate of interest which a lessee would have to pay to borrow the funds necessary to
obtain an asset.
• IFRIC = ‘international financial reporting standards interpretations committee’. Body which reviews accounting issues, on a
timely basis, which have arisen within the context of current international reporting standards.
• IFRS = ‘international financial reporting standards’. Accounting standards issued by the International Accounting Standards
Board.
• Impairment = Acknowledging a reduction in the recoverable value of a fixed asset.
• ISA = ‘international standards on auditing’. Regulatory standards to be followed when auditing financial information, issued
by the International Auditing and Assurance Standards Board.
• KPI = ‘key performance indicators’. Measures which companies use to evaluate a company’s success in a particular
activity in which it engages.
• LGBTQIA+ = ‘lesbian, gay, bisexual, transgender, queer/questioning, intersex, asexual, pansexual and allies’. An inclusive
term for people of various genders and sexualities.
• LIBOR = ‘London inter-bank offered rate’. Basic rate of interest used in lending among banks on the financial market.
• LLP = ‘limited liability partnership’. Type of ownership in which some or all partners have limited liabilities.
• LRSG = “Local Restrictions Support Grant (Sector)” provided grants to businesses that were severely impacted due to
temporary local restrictions during COVID-19.
• NIC = ‘national insurance contributions’. Type of income tax paid by both employees and employers.
• OECD = ‘The Organisation for Economic Co-operation and Development’
• Payable = debts owed by the business; liabilities.
• PAYE = ‘pay-as-you-earn tax’. Type of income tax paid by an employer on behalf of an employee, after being deducted
from the employee’s salary.
• Provision = an amount set aside for known, future liabilities.
• Receivable = amounts owed to the business; assets.
• Remuneration = total compensation received by an employee fro service of employment.
• RNS = ‘Regulatory News Service’. Service which transmits regulatory and non-regulatory information published by
companies and organisations (eg Share Award) to the local market.
• SAP = Accounting software used by Wetherspoon.
• SIPs = ‘share incentive plan’. An approved, tax-efficient plan which employers can provide to employees to award their
workforce in shares.
• SONIA = ‘sterling overnight interbank average rate’. Interest rate paid by banks on unsecured transactions in the UK
market – an alternative measure to LIBOR.
• UK GAAP = ‘UK generally accepted accounting practice’. Body of accounting standards published by the UK’s Financial
Reporting Council.
• VAT = ‘value-added tax’. Form of tax paid to HMRC on a product/service at each stage of production, distribution and sale
to the end customer.
• WACC = ‘weighted average cost of capital’. Rate which a company is expected to pay, on average, to all of its security
holders to finance its assets.
90
ANNUAL REPORT AND FINANCIAL STATEMENTS 2024
J D WETHERSPOON PLC
GLOSSARY
J D Wetherspoon plc
Wetherspoon House, Central Park
Reeds Crescent, Watford, WD24 4WL
01923 477777
Jdwetherspoon.com