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DOMINO’S PIZZA GROUP PLC
ANNUAL
REPORT &
ACCOUNTS
2022
ANNUAL
REPORT &
ACCOUNTS
2022
IN THIS REPORT WE ARE DOMINO’S
We are part of the global Dominos
system; the biggest pizza delivery
operator in the world. We hold the
exclusive master franchise rights in the
UK & Ireland under long-term agreements
with Domino’s Pizza International
Franchising Inc., the international arm of
Dominos Pizza Inc which is listed on the
New York Stock Exchange and which
owns the Domino’s brand across the
globe. Our core business is in the UK &
Ireland, where we have a clear number
one market share.
What we do
We are passionate about delivering hot,
great-tasting, freshly handcrafted pizzas
to customers. Since opening the first
Dominos store in the UK in 1985, we now
have 1,261 stores across the UK & Ireland.
Last year, we sold over 114 million freshly
handcrafted pizzas.
Why we do it
We have a clear purpose to deliver a
better future through food people love.
The values we all share at Dominos drive
our passion to deliver excellence everyday
across the business, so we continue to be
a favourite brand of a growing number
ofcustomers.
1.
Strategic report
Financial and non-nancial highlights 01
Purpose, vision and values 02
Our investment proposition 04
Chair’s statement 06
CEO’s review 08
Market review 14
Our business model 16
Our strategy 18
Delivering on our strategy 19
Key performance indicators 24
Engaging with our stakeholders and workforce 26
Section 172 28
Sustainability 30
Non-nancial information statement 47
Financial review 48
Risk management 54
Viability statement 61
2.
Governance
Board of Directors 62
Chair’s introduction to Corporate Governance 64
Corporate Governance 66
Nomination & Governance Committee report 75
Sustainability Committee report 78
Audit Committee report 80
Directors’ remuneration report 88
Directors’ report 115
Statement of Directors’ responsibilities 118
3.
Financial statements
Independent Auditor’s report 119
Group income statement 126
Group statement of comprehensive income 127
Group balance sheet 128
Group statement of changes in equity 130
Group cash ow statement 131
Notes to the Group nancial statements 132
Company balance sheet 182
Company statement of changes in equity 183
Notes to the Company nancial statements 184
Five-year nancial summary 190
Shareholder information 191
System sales
1
(£m)
£1,456.4m
1,456.4
1,499.1
1,348.4
2020
2
021
2
022
Underlying earnings per share
3
(p)
18.8p
18.8
20.3
18.2
2020
2
021
2022
Dividends per share
(p)
10.0p
10.0
9.8
9.1
2020
2
021
2022
Share buybacks announced
(£m)
£86m
86
80
0
2020
2
021
2022
New store openings
35
35
31
19
2020
2
021
2
022
Statutory prot for the year
(£m)
£81.6m
81.6
78.3
39.7
2020
2
021
2022
Free cash ow
(£m)
£79.0m
79.0
104.6
99.0
2020
2
021
2022
Like-for-like system salesgrowth
ex VAT and ex splits (%)
2
+5.3%
5.3
5.5
4.0
2020
2
021
2
022
Reported revenue
(£m)
£600.3m
600.3
560.8
505.1
2020
2
021
2
022
Financial highlightsNon-financial highlights
App orders as a percentage
of online orders (%)
2022
2021
2020
4
4
.
1
%
4
6
.
2
%
5
2
.
2
%
App sales as a percentage
of system sales (%)
2022
2021
2020
3
5
.
0
%
4
0
.
0
%
4
5
.
0
%
Underlying EBITDA
3
(£m)
£130.1m
130.1
136.4
125.5
2020
2
021
2022
01Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
1 System sales represent the sum of all sales made by both franchised and corporate stores to consumers in UK & Ireland. These are excluding VAT.
2 An adjustment for the change in VAT rates described for system sales relates to the impact of changes in the VAT applied on hot takeaway food where the VAT inclusive price to customers did
not change. The VAT rate in the UK decreased from 20% to 5% on 15 July 2020, increased to 12.5% on 1 October 2021 and reverted back to 20% on 1 April 2022. System sales are consistently
reported on an exclusive of VAT basis. However, where the inclusive of VAT price of an order remained the same on a total basis to the customer, over the period of reduced VAT the exclusive
ofVAT price reported in system sales increased. This leads to an increase in system sales from 15 July 2020 through to 31 September 2021 when the VAT rate was reduced from 20% to 5%.
From 1 October 2021, the rate increased from 5% to 12.5%. Where the inclusive of VAT price of an order remained the same on a total basis, this leads to a decrease in system sales compared to
the period from 15 July 2020 and an increase in system sales compared to the period before 15 July 2020. With the increase in VAT from 1 April 2022 back up to 20%, where the inclusive of VAT
price remained the same to the consumer, there has been a negative impact on system sales compared to the period from 15 July 2020 – 31 September 2021 and 1 October 21 – 31 March 2022,
asthe exclusive of VAT price of an order decreased.
In Ireland, the VAT rate for hot takeaway food reduced from 13.5% to 9% on 1 November 2020 and remains in place. The Irish government also confirmed that the temporary VAT rate reduction
to 9% in the tourism and hospitality sectors will not be extended, meaning the VAT rate will revert to 13.5% from 1 March 2023.
Like-for-like (excluding splits) system sales performance is calculated for UK & Ireland against a comparable 52-week period in the prior period for mature stores which were not in territories split
in the current period or comparable period. Mature stores are defined as those opened prior to 27th December 2020.
3 Underlying is defined as statutory performance excluding discontinued operations, and items classified as non-underlying which includes significant non-recurring items or items directly related
to merger and acquisition activity and related instruments as set out in note 7 to the financial information.
OUR VISION
To be the favourite food delivery and
collection brand with pizza atour heart
OUR PURPOSE
Delivering a better future
throughfoodpeople love
Our ambition is to bring people together around food they
love and, by doing so, have a positive impact on everyone
who interacts with us: our customers, colleagues,
franchisees, investors, and the communities we serve.
Our purpose is underpinned by an evolving sustainability
strategy which ensures a better future; one where,
amongother things, our environmental impact is
minimised, our workplaces are inclusive, and our
productsare responsibly sourced.
Domino’s is one of the best-loved brands in the world with
a reputation for taste, quality, speed and service. While we
are focused on delivering long-term sustainable growth,
our corporate purpose ensures that we achieve this
responsibly and in a way that truly delivers a better future
for all our key stakeholders.
GUIDED BY OUR VALUES
Our values guide what we do, the decisions we make and the way we
respond to opportunities and challenges. When we bring them to life,
every day, we grow our winning culture and deliver our purpose.
We do the right thing
We care about our impact on our brand, our
colleagues, our communities and the wider world.
So we’re proud to do the right thing and keep
ourpromises.
We are one team
We respect and celebrate the whole team for who
we are and the value we each bring. We grab the
amazing opportunities to grow, succeed and live our
best work-life.
We love customers
Every decision and action we take has customers at
the heart. We listen to customers and create great
experiences to delight them and keep them coming
back for more.
We are bold
It takes courage and determination to lead the field.
Dominoids are bold, entrepreneurial, we aren’t afraid
to innovate and learn fast to become better every day.
We grow and win together
No one can beat us when we’re working hard and
playing hard together. We share big ambitions, have
a growth mindset and enjoy success as one Domino’s.
02Domino’s Pizza Group plc | Annual Report & Accounts 2022
PURPOSE, VISION AND VALUES
Scotland
97
stores
Wales
63
stores
England
1,010
stores
Total
1,261
stores
Northern
Ireland
32
stores
Republic
of Ireland
59
stores
At Domino’s we are committed to delivering a better
future through food people love. That means that we
are focused on growing our business but doing so
responsibly. Our refreshed sustainability strategy
underpins our ambition to deliver a better future and
is based around five key areas:
OUR CUSTOMERS
Customers are at the heart of our
business. We are committed to
helping customers make informed
choices about our products, and to
offering an increasing range of
products to suit all dietary
requirements and preferences.
OUR PEOPLE
People make pizzas. Ensuring all
‘Dominoids’ are able to challenge
themselves, and build a career in a
safe, diverse, and inclusive
environment is a key ingredient to
continuing to grow our business.
OUR ENVIRONMENT
Reducing society’s impact on the
environment is the key challenge
of our time. We understand we
have a part to play, and from our
use of natural resources to
targeting net zero for carbon, we
are doing our bit to reduce our
impact on the environment.
OUR COMMUNITIES
We aim to have a positive impact
on every community we are proud
to serve. Our stores support local
causes and charities, whilst
ensuring they are a good
neighbour by operating
considerately.
OUR SOURCING
A reliable, responsible supply
chain is key to our business.
We work with our suppliers to
ensure that our high compliance
standards for topics such as
animal welfare and the treatment
of workers are strictly adhered to.
IMPLEMENTING OUR PURPOSE
Our corporate purpose is the guiding star forourbusiness
Our colleagues understand the importance of our corporate purpose, and how they can
contribute towards it. In 2022, we continued a programme of activities which embedded
our purpose into our culture. These included a roadshow providing training on our
purpose and values to our supply chain centres in April. This was replicated in our
corporate stores with managers and in-store teams in October. In our internal WeSay
survey, the number of colleagues confirming “I understand the values” increased vs. 2021.
Discover more
on page 32
Discover more
on page 34
Discover more
on page 36
Discover more
on page 45
Discover more
on page 44
03
Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Reasons
to invest
We are transforming the Group into a high-
growth, high-quality, world-class franchisor–
we have a strong investment case,building
onour core strengths:
1.
2.
WORLD
CLASS BRAND
We strive to be the favourite food
delivery and collection brand in
theUK & Ireland.
Driven by investment in our national
valueand social media campaigns,
todrivesales, brand awareness and
customerengagement.
We are the leading pizza takeaway
brandinthe UK.
See our market context
on page 14
DYNAMIC,
DIGITAL
BUSINESS
We operate a digitally driven and
responsive business model.
We have accelerated our evolution to a
trulydigital business, with our app driving
growth, reflecting the rapid change in
consumer preference and engagement
across the market.
Our model is unique in that we offer
deliveryto our customers and are
alsofocused on turbo-charging the
growthof our collection business.
See our CEO review
on page 8
90%
of system sales are digital
04Domino’s Pizza Group plc | Annual Report & Accounts 2022
OUR INVESTMENT PROPOSITION
4.
5.
3.
EXCEPTIONAL
SUPPLY CHAIN
Our world-class supply chain is
thebackbone of the business.
From four supply chain centres, supplying
fresh pizza dough and ingredients to all
ourstores, with our purchasing scale
andexpertise benefiting franchisees.
We are making further investment in
oursupply and production facilities to
support our system sales growth, with
arelentless focus on product availability,
quality and value.
See our CFO review
on page 48
ASSET LIGHT AND
HIGHLY CASH
GENERATIVE
We are a highly cash
generativebusiness.
Prioritising re-investment of this cash into
the core business to enhance returns and
drive future growth.
We have embedded a cash-focused
framework throughout the Group, with
arigorous focus on improving our cash
conversion and capital allocation to
enhance returns to shareholders.
See our CFO review
on page 48
EXPERIENCED
FRANCHISE
PARTNERS
Our network of franchise partners
have exceptionally strong operational
expertise and experience, and are
passionate about our brand.
We reached a resolution with our franchise
partners in December 2021 which has
heralded a new era of collaboration.
Together, we are now focused on
accelerating the growth of the system.
See our s172 statement
on page 28
29.9m
App orders in 2022
£266m
returned to shareholders since March 2021
05
Strategic report
Governance
Financial statements
Domino’s Pizza Group plc | Annual Report & Accounts 2022
We have continued to consider
carefully all our stakeholders in our
decision making and ensuringthat
weare doing the rightthing has
beena key focus ofthe Board.
Matt Shattock – Chair
Overview of the year
The Company has made strong progress
following the resolution reached with our
franchise partners at the end of 2021.
The manner in which the Dominos team and
our world-class franchise partners have risen
to the challenge presented by global inflation
and challenging consumer environment is a
great example of what can be achieved when
the Domino’s system works together.
We have built on our recent strategic progress
and have once again demonstrated that
Domino’s has a business model which is able
to adapt to external market conditions and
deliver outstanding results. Dominos is one
ofthe world’s leading consumer brands and
there remains a significant opportunity to
build on the strengths of the system to
deliversustainable long-term value for
allofour stakeholders.
As a Board, we continue to do everything we
can to take care of our people, working
closely with our franchisee partners and
supporting them, collaborating closely with
suppliers, giving back to our communities and
acting in shareholders’ long-term interests.
Leadership changes
During the year we appointed Elias Diaz Sese
as Chief Executive Officer on an interim basis
following the resignation of Dominic Paul.
Elias brings over 20 years’ experience in
leadership roles in global consumer food
brands and franchise businesses. He had been
a non-executive director of the Company
since October 2019 so was already familiar
with the strategy, our franchise partners and
the management team. Under his leadership,
the Company is continuing to execute its
successful strategy at pace, in partnership
with our franchise partners.
Edward Jamieson joined the Board as Chief
Financial Officer following a rigorous search.
He brings a great blend of senior financial
experience and a background in big
consumer, digitally led brands, which is
exactly what we need to continue growing
theDomino’s business.
Tracy Corrigan joined the Board as a
non-executive Director in May. Tracy has
broad-based business experience together
with a deep experience of enhancing the
digital capability of businesses and optimising
revenue generation and is a strong addition
tothe Board.
06Domino’s Pizza Group plc | Annual Report & Accounts 2022
CHAIR’S STATEMENT
Strategic progress and capital
allocation discipline
Delivering a better future through food
peoplelove is our purpose, with a vision to
bethe favourite food delivery and collection
brand with pizza at our heart. This has been
exemplified by the manner in which our
colleagues and franchise partners have
worked collaboratively in the current
economic environment to provide excellent
service and compelling value to our
customers. Our purpose guides everything
wedo as a Company in the interests of all
ofour stakeholders.
The business traded well through the year,
with our value message resonating well with
customers and we executed on a number of
key strategic priorities. We finished the year
with a strong final quarter and the momentum
has continued into the start of 2023.
Important strategic progress was made with
the data-led trial and subsequent roll-out on
the Just Eat platform and the exercise of our
option over the German business. You can
read more on how we operated and traded
through the year and the strategic progress
we have delivered in Elias’ report on page 8.
Our capital allocation framework seeks to
amplify shareholder returns by our effective
and disciplined use of capital. This is a highly
cash generative business, and our first priority
is to reinvest back into the core business to
enhance returns and enable future growth.
Total capital investment in the business this
year was £19.7m.
The second pillar of our capital allocation
framework is a sustainable and progressive
dividend with earnings-per-share cover.
As aresult, we are recommending a final
dividend for the year of 6.8p which, combined
with the interim dividend of 3.2p, gives a
10.0pfull-year dividend, an increase of 2.0%
compared to the prior year. In addition, as
partof our framework to return an annual
allocation of surplus cash to our shareholders
we announced share buyback programmes
of£86m in the year.
We will continue to invest in the growth of the
business, and together with returns to
shareholders through both dividends and
buybacks, we believe this will support our
growth potential and maximise long-term
returns for shareholders.
Sustainability
We have made good strides in the process
ofintegrating sustainability in how we run
our business and now have a standalone
Board Sustainability Committee. In 2022,
werefreshed our sustainability strategy after
consulting with colleagues, customers and
franchise partners. We have been making
good progress, for example, securing
validation of our science based targets and
our net zero carbon targets, and improving
our Carbon Disclosure Project rating. We are
committed to our sustainability journey and
look forward to providing a further update
later in 2023 when we will publish our first
standalone Sustainability report.
Further details on our 2022 progress are
setout in the sustainability section of this
Annual Report on pages 30 to 46.
The year ahead
Our asset-light business model and value
proposition mean we are well placed to
succeed in a challenging trading
environment. We are focused on
accelerating the execution of our strategy
and we look forward to the year ahead with
confidence and making good progress
towards achieving at least the upper end of
the previously announced target of £1.6bn
– £1.9bn of system sales in the medium term.
Finally, I would like to offer once again
express my deep gratitude to all our
hard-working colleagues, our franchisee
partners, our suppliers, our customers
andour shareholders, for your support
throughout the year.
Matt Shattock
Chair
8 March 2023
Thank you to our colleagues who
left in the year
Dominic Paul resigned from the Board during
the year. Dominic was an outstanding CEO of
Domino’s, and oversaw the transformational
resolution with our world-class franchise
partners, which has given the business a
strong platform for future growth.
On behalf of the Board, I would like
personally to thank him for his contribution
tothe Company over the past two years.
Colin Halpern stepped down from the Board
in May, having founded Domino’s in the UK &
Ireland in 1993. It is thanks to his vision that
the Company is as strong as it is today, and
we are grateful for his immense contribution
to the business.
I would like to thank David Surdeau for his
contribution and leadership as interim Chief
Financial Officer.
07Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
I would like to thank our franchise partners
and our colleagues for their immense hard
work and dedication which delivered a strong
performance in 2022. In the current challenging
economic environment, we’re committed to
giving our customers the best possible quality,
value and service,and are excited about the
many opportunitieswe see for Dominos in
2023andbeyond.
Elias Diaz Sese – Interim Chief Executive Ocer
Introduction
In December 2021, we reached resolution
withour franchise partners on a new
framework to ensure that the Domino’s
systemis aligned and able to deliver
sustainable growth. We introduced a new
incentive scheme to our franchise partners
toopen more stores and a new rebate
mechanism todrive order count. We also
started new technology platform projects,
aneCommerceplatform and an Enterprise
Resource Planning (“ERP) system to develop
and implement two new cloud-based IT
systems to enable us to capture growth in
thefuture and drive further efficiencies.
From the second half of FY22, we have seen
tangible benefits for the Domino’s system and
our market share of the UK takeaway market
was 8.0% in Q4, up from 6.8% in the same
period last year. This was driven by strong
national value campaigns, digital initiatives,
improved customer service from our franchise
partners, growth in collections and the initial
benefit of being on the Just Eat platform.
This is testament to the strength of our brand,
the alignment we now have with our world-
class franchise partners and a value
proposition which resonates strongly with
customers in the current environment.
FY22 performance summary
Underlying trading in the year was robust, with
like-for-like system sales, excluding splits and
the impact of VAT, up 5.3%. Our franchise
partners delivered another year of strong
operational performance and navigated the
challenging market conditions with great skill
and hard work.
Underlying EBITDA was £130.1m, down £6.3m
compared to last year, largely due to the
accounting treatment of investment in
cloud-based technology platforms (£5.2m).
A lower contribution from the German associate
(£2.4m), partially due to the put option exercise
to exit our investment, was offset by the profit
on sale of five corporate stores (£2.1m).
Excluding these, underlying EBITDA would
havebeen broadly flat compared to FY21.
Statutory profit after tax was £81.6m, up
£3.3m on last year as a result of reduced costs
and charges from our discontinued
international operations offsetting the
reduction in underlying profitability.
Free cash flow generated by the business was
£79.0m, a decrease from £104.6m last year as
EBITDA generated was offset by working capital
outflows as a result of timing differences and
receivables increases. In FY23 to date, £8m of
the movement relating to creditors and accruals
has reversed as a cash inflow. We anticipate a
net working capital inflow for the full year.
As expected, Net Debt increased by £53.6m
from the start of the year to £253.3m with Net
Debt/EBITDA leverage increasing from 1.54x
at the start of the year to 2.06x (excluding
IFRS 16). The increase was driven by
shareholder returns through the payment of
dividends and the share buyback programmes
announced in the year.
The continued strong performance of the
business means that, in line with our capital
allocation framework, we are proposing a final
dividend of 6.8p, which, when combined with
the 3.2p interim dividend, results in a 2.0%
increase compared to the prior year.
Significant digital opportunity
In FY22, 90% of sales were digital, but
Domino’s is still in the early stages of becoming
a truly ecommerce business. We have 13.6m
active digital customers in the UK & Ireland and
we are now building data capabilities to
enhance the customer experience and drive an
increase in order frequency.
08Domino’s Pizza Group plc | Annual Report & Accounts 2022
CEO’S REVIEW
The Domino’s app is the key driver of our
digital growth strategy and will be a material
contributor to system sales growth. In FY22,
orders generated through our app grew
10.0%, and the app orders as a percentage
ofonline orders were 52.2%, an increase of
6.1ppts on the prior year and 8.8ppts on 2019.
As a percentage of online orders, app orders
grew consistently throughout FY22 and
finished the year at 59.8%. App downloads
inFY22 were 50% higher and active app
customers were 6.1m, an increase of 16%
compared to the prior year.
App customers are important to us, because
in FY22, customers who only use the app yield
43% higher sales per customer than
customers who only use the website.
In addition, customers who only used the app
in FY22 had an average order frequency 51%
higher than web only customers.
Attracting more customers to the app
continues to be a key focus in 2023 and we are
very pleased that in the first ten weeks of Q1,
new app customers are up 46%.
Second year of our growth strategy
We launched our growth strategy in March
2021 with a vision to be the favourite food
delivery and collection brand, with pizza at its
heart. We continue to make progress
delivering against this strategy and are
confident we can accelerate the growth of the
business and deliver increased returns for
shareholders. We remain confident of
achieving at least the upper end of the £1.6bn
– £1.9bn system sales target and opening at
least 200 new stores in the medium term.
Our strategy to achieve this is centred on five
growth pillars.
Delivery:
Nobody delivers like Domino’s
Delivery is at the heart of our business and is
what we are best known for – we have built a
considerable following, with a brand that
people love, enabling us to maintain a leading
position in the UK & Ireland delivery market.
Whilst delivery sales were lower compared to
the prior year, we maintained excellent service
standards with average delivery times of
around 26 minutes.
Q&A
Q
What first attracted you
toDomino’s?
Domino’s is a great business with
asuperb brand and world-class
franchise partners. Before I
became involved in the business
Iworked closely with a large
Domino’s franchise partner and
Iwas impressed with the brand,
theproduct and the opportunity
todrive growth and deliver
shareholder returns. This is why
three years ago I made a significant
personal investment in Domino’s
and was delighted to join the
Board. I am really excited and
honoured to take on the role of
CEO on an interim basis and to
accelerate the delivery of our
strategic plan.
Q
What have you been
impressed with at
Domino’s?
The passion and commitment of
everyone in the system has been
impressive. I spent my first months
in role travelling around the country
meeting with colleagues, franchise
partners, suppliers and
shareholders. We have a fantastic
brand and I have seen real
determination from everyone in the
system to keep delivering a
betterservice, product and
experience for our customers.
Q
Having been involved in
thecreation of the current
strategy, what changes are
you planning on making?
I worked closely with the Board and
management team to create the
current strategy, which I firmly
believe is the right one to drive
Domino’s future growth. While the
strategy remains the same, I am
determined to accelerate its
execution so we can continue
improving our customer service
and our product, whilst driving
thegrowth of the system and
delivering returns for our
shareholders.
Q
What are you focused on
thisyear?
As we enter the third year of our
growth strategy, we are focused on
accelerating its execution, through
five key areas of focus: franchisee
profitability & organisation, value
for money, digital, convenience and
technology platform projects.
Our asset-light business model and
value proposition mean we are well
placed to succeed in a challenging
trading environment, and we
remain confident that we will make
further financial and strategic
progress, and increased returns
forour shareholders.
09Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
In March 2022, we introduced a delivery
charge, in line with our aggregator peers.
This allows our franchise partners to offset
some of the food and labour cost inflation
theyare experiencing. The delivery charge
ranges between 99p and £2.50, and each
franchise partner decides whether to
introduce a delivery charge and which pricing
level to use. The benefit flows through to our
franchise partner as it represents an increase
in system sales. DPG enjoys a small benefit
asthe delivery charge incurs the standard
royalty fee. Take-up has been widespread
andsince introduction, 93% of delivered
orders have incurred a delivery charge.
In May 2022, we started a trial with Just Eat
in136 stores to assess whether we can reach
an incremental customer base while delivering
a similar contribution for our business.
Early results were encouraging so the trial
wasextended to nearly one-third of the store
estate. Following continued success of the
extended trial, which delivered incremental
orders and customers, we took the decision
tofully roll out on the Just Eat platform in
theUK & Ireland. As at 25 December 2022,
1,167 stores were live. Our team worked
collaboratively with our franchise partners
onthe trial and subsequent roll-out, and we
look forward to the benefits of being on the
Just Eat platform in FY23.
Collection:
Turbocharge our
collectionbusiness
Collection represents the most efficient
labour channel, with delivery effectively
outsourced to the customer. This is
particularly important in an environment
where there are pressures on labour
availability and wage inflation. The various
lockdown restrictions in 2020 and 2021
dampened the collection market significantly
but collection volumes have recovered well.
In FY22, volumes were 104% of 2019 levels,
improving sequentially each quarter and Q4
was 111% of 2019 levels. The growth in
collections was driven by a focus on raising
awareness of the collection channel, primarily
through promotion and national campaigns.
Product & value:
Amplify our product
qualityand value
Following resolution with our franchise
partners, we were able to launch our first
national price campaign in January and
amplify our value message, with a 50%
discount for spending more than £30 on pizza.
Alignment with our franchise partners has also
enabled us to market collection promotions,
and towards the end of the year, we launched
‘Price Slice’ with £8, £10, £12 deals for small,
medium and large pizzas.
We strengthened the Domino’s brand across
FY22. Our key metric is ‘consideration’ which we
grew by 1ppt vs. FY21 to 55%. With
consumer confidence falling, increasing the
value for money perception was key to driving
this improvement. In FY22, our value for money
score increased by 4ppts vs. FY19. We delivered
this with significant media support behind
compelling deals across theyear.
Our customers love our product, and we have
re-ignited product innovation over the last
year. Our value for money scores continued
toimprove, demonstrating our focus on
customer value. Our tie-up with Heinz on the
Big Brekkie Pizza drove customer engagement
as we asked customers to pick a side – Red or
Brown – with either Heinz Tomato Ketchup or
HP Sauce. In the final quarter, we launched a
variety of exciting new products to target both
football watching audiences and festive
families. The Ultimate Spicy Sausage launched
well and drove incremental sales across the
whole campaign, with the new and improved
“Festive One” outperforming the 2021 version.
Performance:
Uphold our industry-leading
economics for both the Group
and ourfranchisees
Our vertically integrated supply chain is a
keydifferentiator in the market and brings
ussignificant competitive advantages. We can
leverage our scale to realise operational and
procurement-led efficiencies to help mitigate
inflationary pressures in the market.
We continue to collaborate closely with key
suppliers to ensure we have optimal stock
cover and to minimise cost inflation where
possible. We have expanded our supplier base
to ensure we secure the best value for money
and increased resilience for our system.
Our world-class supply chain delivered
another year of outstanding performance.
We maintained 99.9% availability and 99.8%
accuracy in a year of challenging market
conditions. In line with our commitment to
health and safety within our supply chain
operations, we completed the roll-out of
cages and dollies to all stores. In keeping with
our capital allocation framework, we continue
to invest in our supply chain to enhance
capacity and drive efficiency. We started
operating a new ‘cross-dock’ facility in
Avonmouth which allows us to warehouse
product there for more efficient distribution
across the South-West. This was particularly
important to maintaining our availability
forQ4. We also commenced re-development
of our Naas supply chain centre in the
Republic of Ireland.
Franchisor:
Model excellence
asafranchisor
Our franchise partners continue to work
tremendously hard in challenging market
conditions and their trading performance
hasbeen resilient. The system is now aligned
andhas entered a new era of collaboration.
We have delivered successful value
campaigns, introduced the delivery charge
and undertaken a comprehensive trial and
roll-out on the Just Eat platform. We could
nothave done this without the support and
commercial drive of our world-class
franchisepartners.
Based on the unaudited data submitted to us
by franchise partners, average store EBITDA
for all UK stores for the year was
approximately £182k, equivalent to a 16%
EBITDA margin. This compares to £287k or
23% EBITDA margin achieved in FY21 and
£145k or 14% EBITDA margin achieved in FY19.
The reduction reflects the net benefit of VAT
in the prior year as well as the impact of higher
food and labour costs in 2022.
Following the introduction of the new store
incentive scheme last year, we have made
good progress with our new store openings
with 35 in FY22 compared to 31 in the prior
year. These stores were opened by 22
different franchise partners, and we were
delighted that three new ‘Home Grown
Heroes’ opened stores in the year.
10Domino’s Pizza Group plc | Annual Report & Accounts 2022
CEO’S REVIEW
We had expected to open 40 stores in FY22,
but some have moved into Q1 23, largely
driven by a delay in planning consents.
We have supported our franchise partners
throughout the year with an enhanced food
rebate mechanism, the national roll-out of the
delivery charge and we were delighted to
organise our first rally since 2018 in Harrogate
for our franchise partners and colleagues, of
which more than 1,400 joined.
We have introduced a new Operations forum
and launched the Franchisee Performance
Management framework. This framework is
designed to assess store performance across
the system and identify areas for improvement.
We also launched the Domino’s Training
Academy which provides management
training to team members using a balance
ofe-learning and classroom exercises.
Looking ahead to FY23
We are pleased with the strategic progress we
have made and are resolutely focused on
accelerating the execution of our strategy at
pace. As we move into FY23, there are five key
enablers which will drive this acceleration:
1. Franchisee profitability and organisation
Our priority this year is to focus on improving
our franchise partners’ store profitability.
We will do this by working with our suppliers
looking for efficiencies; continuing to invest in
growth in line with the framework we agreed
with our franchise partners in December 2021;
developing revenue management initiatives
and driving operational efficiencies.
Domino’s is a digital business, and, in the last
two years, we have built significant capability
in areas such as data, digital and marketing.
We are now focused on accelerating the
execution of our strategy to deliver
sustainable growth. We have recently taken
steps to become a leaner, smarter and faster
organisation. The Executive leadership team
has been reshaped, allowing for faster
decisions to be taken and removing
complexity, and we look forward to the
benefits this will bring to the Domino’s
system.These changes have been made
withthe goalof focusing on our franchise
partners’ profitability.
2. Value for Money
Our aspiration is to return our delivery orders
to growth in FY23 and reduce the average
delivery time for our customers from the
current figure of around 26 minutes.
Improving our customer service is key to
achieving this goal. Our customer service
performance, including average delivery times
and percentage of deliveries on time,
improved significantly in Q4 22 relative to Q4
21. We continue to improve our delivery
experience for our customers and franchise
partners. In FY22, we rolled out our enhanced
GPS solution to 777 stores and we are
targeting full deployment by the end of 2023.
This will help store managers manage labour
through more efficient driver route planning
and better co-ordination with the store, as
well as allowing drivers to use their own
device. It also enables customers to see
exactly where their order is and provide an
accurate delivery time. We are working
closely with our franchise partners to ensure
that customer service continues to improve.
We will continue to amplify our value message
through national campaigns and continuing
our menu innovation. As with 2022, we believe
this will be particularly important in a year
when consumers are experiencing cost of
living increases. Alignment with our franchise
partners has also enabled us to undertake
national value campaigns and we have
continued these in FY23 with the ‘Price Slice’
deal with £8, £10, £12 price points for small,
medium and large pizzas. We are planning an
exciting range of value deals throughout FY23.
We aim to attract new customers through
astrong pipeline of new pizzas, sides and
desserts, and to increase order frequency
through innovation of our core menu. We
continue to see a significant opportunity to
drive an increase in collections to accelerate
our growth. Highlighting the value message
tocustomers will be key in 2023.
3. Digital
Personalisation is at the heart of our digital
strategy, and we recently began more targeted
personalisation, using our data science team to
test initiatives such as reminders for customers
on their preferred order day and personalised
segmentation based on dietary preference.
Enhancing and broadening our personalisation
will enable us to drive growth through an
enhanced food-ordering experience.
We are also focused on optimising marketing
efficiency to enable customers to find the
Domino’s brand. We ensure that we have top
listings and visibility on Google, and are in key
digital and social media channels, with a
specific focus on app marketing.
Attracting more customers to the app
continues to be a key focus in 2023 and we are
very pleased that in the first ten weeks of Q1,
new app customers are up 46%. We aim to
increase app customers and drive
improvements in conversion and frequency.
Our investment in a new ecommerce platform
underpins our digital strategy as we transform
to being a truly ecommerce business.
4. Convenience
We have made a strong start to the year with our
store openings programme, and we are targeting
a mid-single digit percentage point increase in
the store estate in FY23. We start FY23 with a
significantly stronger pipeline than in FY22, have
opened seven stores this year vs. five in the
same period last year. We remain on track to
open at least 200 stores over the medium term.
Having undertaken a full roll-out on Just Eat
atthe end of FY22, we are also focused on
continuing to drive incrementality from being on
the Just Eat platform and, in FY23, look forward
to a full year benefit of being on theplatform.
5. Technology Platform projects
We are focused on the development of our new
ecommerce platform which will deliver
significant benefits to our franchise partners and
ultimately provide an enhanced experience for
our customers. The new platform will provide
uswith a scalable and best in class e-commerce
back end. It will enable us to deliver
improvements quickly andsignificantly more
cost efficiently than ourcurrent platform, and
future proofs our e-Commerce platform for new
developments. This will also enable more agile
marketing andpromotions to be put in place,
build a future-proof platform for our next stage
ofgrowth and enable us to introduce a
loyaltyplatform.
We have also begun work on a new ERP
programme which will enable us to improve
processes and efficiencies across our business,
including generating efficiencies in our supply
chain. Our current ERP has been in place since
2016, and since that time, the business has
scaled up significantly and requires this
additional support together withalignment
11Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
ofoperating practices acrossthe supply chain
todrive further growth and efficiency.
We have established a rigorous governance
framework around both these projects and
look forward to the benefits when they
areimplemented.
Delivering our sustainable future
In 2022, we refreshed our sustainability
strategy after seeking views from our
customers, colleagues and franchise partners
with a passion for sustainability. We now have
anew sustainability strategy which incorporates
the views and passions of our key audiences,
which will help push us as a business to achieve
our ambition of delivering a better future
through food people love, and is aligned with
the UN’s Sustainable Development Goals.
We have made good progress in 2022:
Securing validation of our science-based
targets
Reducing the amount of general waste
going to landfill from our head office and
supply chain centres to zero
Ensuring 100% of surplus food generated at
our supply chains centres is either repurposed
or redistributed to food povertycharities
Developing and testing our first sub-650
calorie pizza
Increasing the use of bicycles, eBikes
andalternative fuelled vehicles by stores
fordeliveries
In addition to new targets and focus areas,
wealso introduced more robust governance
around the delivery of our work in this important
area, including establishing a PLC Sustainability
Committee, chaired by Natalia Barsegiyan, one
of our non-executive directors. This Committee
is supported by aSustainability Steering Group,
comprising ofrelevant Leadership Team
members with working groups focused on
delivering against our sustainability targets.
Additionally, for the first time we have linked
aproportion of the Leadership Team bonus
tothe delivery of key sustainability targets.
As we look to the future, we are excited by
thepositive impact we can have as a business
and look forward to tracking and reporting our
progress through regular sustainability reports,
the first of which will be published later this year.
We believe this strategy will be a key part of
accelerating our progress towards delivering
abetter future through food people love.
FY22 trading review
Continued underlying like-for-like system sales growth
UK & Ireland Q1 2022 Q2 2022 H1 2022 Q3 2022 Q4 2022 H2 2022 FY 2022
LFL inc. splits (3.6)% (11.4)% (7.5)% (10.2)% +6.3% (2.0)% (4.8)%
LFL exc. splits (2.4)% (10.4)% (6.4)% (9.3)% +7.2% (1.1)% (3.8)%
2021 VAT rate 5% 5% 5% 12.5%
2022 VAT rate 12.5% 20% 20% 20%
LFL inc. splits and
ex VAT +2.7% (0.2)% +1.2% +1.3% +13.0% +7.2% +4.2%
LFL exc. splits and
ex VAT +3.9% +0.9% +2.4% +2.4% +13.9% +8.3% +5.3%
System sales represent all sales made by
bothfranchised and corporate stores to
consumers. Like-for-like system sales across
UK & Ireland declined by 3.8%, excluding
splitstores, or by 4.8% including splits.
The increase in the VAT rate in the period
compared to the same period last year
drovethis decline. Like-for-like system sales
excluding splits and the change in the VAT
rateincreased by 5.3%.
The quarterly analysis of this performance, as
well as the VAT rate for each period is in the
table above.
This shows that the like-for-like performance
in Q2 22 and Q3 22 was primarily driven by the
difference in the rate of VAT. The VAT rate
reverted to 20% on 1 April 2022, and therefore
from the start of Q2 23, there will be no VAT
impact when comparing quarterly
performance to the prior year.
The VAT rate reduction was on hot takeaway
food and therefore applicable to the system
sales made by stores to consumers. If the
sales price to the consumer was unchanged
then the VAT rate reduction would effectively
deliver an increased system sales value, which
flows through to like-for-like system sales
growth. The benefit of the VAT rate reduction
therefore primarily accrued to our franchise
partners. This helped them to continue
totrade throughout the pandemic period
andenabled them to drive growth and
increase the level of discounts they could
offertheir customers.
There is only a limited direct benefit to our
profitability from the VAT rate reduction as
themajority of our revenue is made by our
supply chain upon which the rate of VAT
hasnot changed. Our benefit is derived from a
small increase in royalties on the system sales
reported by our franchise partners and the
sales from our corporate stores, associates
and joint ventures.
Total orders in the year grew by 1.6%. This was
driven by a 33.0% growth in collection orders,
offset by an 8.5% decline in delivery orders.
In Q1 22, total orders grew 5.5% despite a
strong comparative quarter last year when
there were strict lockdown restrictions in the
UK. Collections continued to recover and
grew 45.4% in the quarter. As expected, given
the lockdown comparator, delivery orders
were 4.4% lower than the prior year.
In Q2 22, total orders declined 1.3%.
Delivery orders declined 12.1% in the quarter
due to softness in the wider delivery market
and a tough comparative quarter in the
previous year, which had three different
lockdown restrictions. In March 2022, we
launched the delivery charge nationally.
The 34.7% growth in collections only partially
offset the decline in delivery orders.
As expected in Q3 22, total orders were lower
in July due to the tough comparator with the
knockout stages of the Men’s Euro football
tournament and were muted in August given
the ‘staycation’ impact from the previous year.
September was a stronger trading month.
Delivery orders declined 12.7% in the quarter
due to a tough comparator last year.
Collections performed well and increased
28.1% in the quarter, driven by our strong value
message and our continued strategic focus on
this channel.
12Domino’s Pizza Group plc | Annual Report & Accounts 2022
CEO’S REVIEW
TRADING REVIEW
We finished the year with a strong
performance in Q4 22 with orders up 4.1%.
Collections continued to perform strongly and
were up 27.9%. Delivery orders were down
5.1%, a marked improvement from Q2 and Q3.
As expected, trading was strong as a result of
effective national value campaigns,
operational service excellence, growth in
collections and the initial incremental benefit
of being on the Just Eat platform as well as
the Men’s Football World Cup, an event which
only occurs every four years.
Five corporate stores sold in 2022
Corporate store revenue increased by 1.7%
to£36.2m compared to the prior year.
The EBITDA of corporate stores was £1.9m,
compared to £3.2m in FY21 driven by net
impact from the reduction in the rate of VAT
inFY21. In Q4 22, we sold five corporate
stores to an existing franchise partner.
The profit on the sale of these stores was
£2.1m. Following the sale of these stores,
wenow directly operate 31 stores in the
London area.
Agreement on the Put Option Exercise
Priceof our investment in Germany
Further to the announcement made on
10 November 2022, the process for
determining the put option exercise price of
our shareholding in our German associate has
been finalised. This has resulted in a put
option exercise price of €79.2m (c.£70m),
which combined with the repayment of a
€10.8m loan (c.£9m), will yield total cash
receipts of approximately €90.0m (c.£79m)
and generate profit on disposal of c.£37m,
dependent on foreign exchange rates.
Completion of the disposal will occur in
June2023 and the proceeds generated
willbeflowed through our capital
allocationframework.
For the period 27 December 2021 to
10 November 2022, our share of post-tax
underlying profits from our German associate
was £2.6m (FY21: £5.0m).
£266m returned to shareholders since
Capital Allocation Framework launched
We have a highly cash-generative, asset-light
business model and, in March 2021, we
launched a new capital allocation framework.
Our first priority is to invest in the business
todrive long-term organic growth. We will
continue to maximise shareholder returns
through a sustainable and progressive
dividend and operate a disciplined approach
to assessing additional growth opportunities.
Finally, operating within a normalised leverage
range of 1.5x – 2.5x net debt to Underlying
EBITDA, we aim to maximise returns with an
annual allocation of surplus cash to
shareholders. Since launching the framework,
we have announced £266m of returns to
shareholders, through £100m in dividends and
£166m in share buybacks.
In the year, we generated £79.0m of free cash
and, in addition, we received net cash flows of
£10.3m from our investment in Germany.
We have invested £19.7m in capital investment
in our core business and have proposed a final
dividend of 6.8p, which combined with the
3.2p interim dividend represents a 2.0%
increase compared to FY21. We announced
£86m of share buybacks in FY22 with the final
programme completing in January 2023.
Elias Diaz Sese
Interim Chief Executive Officer
8 March 2023
LFL inc. splits (YOY Growth) Total (All Stores)
UK & ROI Sales Volume Price Orders (m)
YOY Order
Growth
Total
Q1 (3.6)% (2.0)% (1.6)% 17.5m 5.5%
Q2 (11.4)% (8.3)% (3.1)% 16.9m (1.3)%
H1 (7.5)% (5.2)% (2.4)% 34.4m 2.1%
Q3 (10.2)% (9.1)% (1.2)% 16.9m (1.9)%
Q4 6.3% (2.1)% 8.5% 18.5m 4.1%
H2 (2.0)% (5.6)% 3.5% 35.4m 1.1%
FY (4.8)% (5.4)% (0.6)% 69.8m 1.6%
Delivery only
Q1 (8.4)% (8.2)% (0.2)% 12.7m (4.4)%
Q2 (16.0)% (15.4)% (0.6)% 11.6m (12.1)%
H1 (12.2)% (11.8)% (0.4)% 24.3m (8.3)%
Q3 (14.7)% (16.2)% 1.5% 11.0m (12.7)%
Q4 2.1% (8.4)% 10.5% 12.2m (5.1)%
H2 (6.4)% (12.3)% 5.8% 23.2m (8.8)%
FY (9.4)% (12.0)% 2.6% 47.5m (8.5)%
Collection only
Q1 25.3% 30.5% (5.2)% 4.8m 45.4%
Q2 12.4% 22.8% (10.4)% 5.3m 34.7%
H1 18.4% 26.3% (8.0)% 10.2m 39.6%
Q3 9.3% 17.2% (7.9)% 5.8m 28.1%
Q4 24.2% 19.8% 4.5% 6.3m 27.9%
H2 16.8% 18.5% (1.7)% 12.1m 28.0%
FY 17.5% 22.0% (4.5)% 22.3m 33.0%
13Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
DIGITAL
FIRST
Consumers increasingly order
through digital channels
Customers are increasingly
using apps to order and expect
a more sophisticated digital
customer journey
Our response
We already had a clear strategy
to invest in our digital offering
We have invested in building
our digital capabilities and put
in place a new team in 2022
Our work in this area has been
very successful with digital
orders now accounting for 90%
of our business
We will continue to invest in our
digital offering and drive more
customers to use our app
DELIVERY AND
COLLECTION
MARKET DYNAMICS
We have a clear strategy in
both delivery and collection to
accelerate our growth
The total UK takeaway market
was worth £13.5bn in 2022
Domino’s market share of the
UK takeaway market in Q4
FY22 (12 weeks ending
25 December) was 8.0%, an
increase of 1.2ppts vs. Q4 FY21
This was largely driven by an
increase in collection market
share
The size of the market has been
driven by convenience, ease of
ordering digitally, the presence
of aggregators and the trend of
entertaining and celebrating
events at home
Our response
We will continue to invest in
Domino’s market-leading brand
and leverage its strength, we
have increased our brand
awareness in 2022 and are the
clear market-leading pizza
brand in the UK
Our first strategic priority is
‘Nobody delivers like Domino’s’
and we continue to invest in the
core business, with investment
in digital capabilities and the
app to further improve the
customer journey
Our second strategic priority is
to ‘Turbo-charge our collection
business’ and volumes are now
at 104% of 2019 levels, and in
2023 we are focused on
continuing to increase
awareness of the collection
channel and highlighting the
strong value which it represents
EVOLVING
CONSUMER
BEHAVIOUR
The delivered food and pizza
market has demonstrated strong
growth compared to 2019
During the pandemic,
Collections contracted as
restaurants were subject to
restrictions. Collections went
through a period of recovery
and for Domino’s they are now
ahead of 2019 levels
More customers have now
ordered takeaways than before
the Covid-19 pandemic, driven
by the growth of aggregators
and the presence of established
delivery operators, such as
Domino’s
Our response
Our insights show that value for
money is the most important
consideration for our
customers. In 2023 we are well
placed to address this need
with our second year of
national value campaigns
Following resolution with our
franchise partners, we are now
able to launch national value
offers. Giving customers great
value deals will be a key focus
for us in 2023
52%
online orders through the app
+8.5ppts
increase in Domino’s value for
money scores vs. 2019
33%
increase in collection orders
Dominos has a business model which can respond to the market backdrop and pivot to what
consumers expect, offering both delivery and collection. Below we discuss the longer-term
trends in the market, and how we are responding to them to drive sustainable growth.
14Domino’s Pizza Group plc | Annual Report & Accounts 2022
MARKET REVIEW
INFLATIONARY
ENVIRONMENT
This impacts both our business
model and our franchise
partners as we pass through
food costs. The majority of
colleagues in the Domino’s
system are employed by our
franchise partners
Food costs can be negatively
impacted by general cost price
inflation, foreign exchange
movements and other market
pressures such as conflict and
poor harvests
The increase in demand for
delivery drivers and the
increases in the National Living
Wage all continue to cause
labour cost inflation and
challenges around labour
availability
Our response
We have significant scale and
buying power and work closely
with our supplier base to
ensure food prices are
mitigated wherever possible.
For the majority of the products
we buy, we have dual suppliers
Despite global cost inflation
and supply chain constraints,
our supply chain centre
maintained outstanding
availability in FY22
We will continue to work with
our franchise partners and in
our own corporate stores to
improve labour efficiency and
optimise pricing strategies
Our focus on the collection
market as a growth opportunity
for the system also improves
labour efficiency, as collection
does not require a delivery
driver to take the order to a
customer’s house
Our store economics are better
than most operators in the QSR
sector, with low opening costs,
high sales, flexibility in labour
costs and low rents
CONSUMER
TASTES
AND HEALTHY
EATING TRENDS
There is a continued increase in
the number of people looking
for vegetarian, plant-based,
meat-free and gluten-free
alternatives
Customers are continuing to
prioritise health, wellness and
fitness
Government policy is focused
on obesity, particularly centred
on marketing and promotions
of high fat, sugar and salt food
(‘HFSS’)
Our response
We take pride in the quality and
consistency of our product
We have re-invigorated our
food innovation for pizza and
non-pizza products
In 2022 we expanded our
vegan-friendly pizza range,
with the launch of Vegan
PepperoNAY, proving very
popular with vegans and
flexitarians, and have trialled
a650 calorie pizza
We have continued to provide
transparent nutritional
information where our
customers want it; this includes
labelling calories on all menus
and on our app – much of
which was completed ahead
ofthe Government’s deadline
for Mandatory Calorie
Labelling inEngland
We are investigating the
practicality of using plant-
based alternatives to some
ofour meat-based toppings
We regularly engage with the
UK Government to provide our
views on the wider debates
regarding obesity and the
possible approaches to
addressing the issue
99.9%
Supply chain centre availability
650
calorie pizza in trial
15Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Creating value through our business model
WORLD-CLASS BRAND
Leading pizza takeaway brand
inthe UK& Ireland
DYNAMIC, DIGITAL BUSINESS
Ability to drive value from
beinga digital business only
juststarting
EXPERIENCED FRANCHISE
PARTNERS
Strong operational expertise
andpassion for the brand
EXCEPTIONAL
SUPPLY CHAIN
World-class availability and
accuracy for our franchise
partners and customers
ASSET-LIGHT AND HIGHLY

Our highly cash generative
model allowsus to prioritise
investment in thecore
businessto drive sustainable,
long-term value
Key strengths and resources What we do
DELIVER
piping hot food with an average delivery
time of 26.3 minutes in 2022.
COLLECTION
from one of our 1,261 stores.
Collection orders grew 33% in 2022
COOK
a wide range of freshly made food from
high-quality ingredients
SELL
to customers with 90% of system sales
nowthrough digital channels
PRICE
set locally by our franchise partners and
witha wide range of pricing strategies.
Following resolution with our franchise
partners we are also now able to offer
national value campaigns
1,261
stores
(UK & Ireland)
DOMINO’S PIZZA INTERNATIONAL
FRANCHISING INC. (‘DPI’)
DOMINO’S PIZZA GROUP PLC
Underpinned by our operating model
DELIVER
PRICE
COLLECT
COOK
SELL
16Domino’s Pizza Group plc | Annual Report & Accounts 2022
OUR BUSINESS MODEL
The value we created
Customer satisfaction:
63%
customers’ overall satisfaction,
down3pptsyear-on-year
Profitable franchise partners:
£182k
average 2022 UK franchise partner
storeEBITDA
Rewarded investors:
10.0p
dividend per share, up 2.0% year-on-
yearand £86m share buybacks
Gave to charity:
£841k
charitable donations
Remunerated master franchisee:
2.7%
of system sales paid to DPI in royalties
MARKET
through national value and brand building
initiatives. These are complemented with
local and tactical initiatives, and we are #1
for pizza brand awareness in the UK
SOURCE
high-quality, fresh ingredients, spending
£241m per year with our trusted suppliers
MAKE
48m kilos of fresh dough in our UK & Ireland
supply chain centres, and supply 34 million
food and non-food items to our franchised
and corporate stores through our in-house
logistics fleet
INNOVATE
to keep our menus exciting, we regularly
launch new products, including a Vegan
PepperoNAY pizza and a new Spicy Sausage
pizza for the Men’s Football World Cup
in2022
GROW
through our digital initiatives and a 13%
increase in new store openings in 2022
1,230 FRANCHISE PARTNERS
& 31 CORPORATE STORES
CUSTOMERS
SOURCE
MAKE
INNOVATE
GROW
MARKET
17Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
The opportunity 2022 progress 2023 focus
Nobody delivers
likeDomino’s
Domino’s is a leading QSR
deliverybrand
Large addressable market
Leverage our vertical integration
tostrengthen our position
Just Eat rolled out
Launched delivery charge and
drivertipping
New GPS system live in over 50%
ofstores
Commenced work on eCommerce
platform
Fully integrate Just Eat platform
Acceleration and CRM
personalisation
Complete GPS roll-out
Develop new eCommerce platform
Turbo-charge our
collection business
Collection market is sizeable
Underpenetrated in collection,
opportunity to highlight value
proposition
We can extend our reach to different
occasions and customer segments
Leveraged national promotion and
increased marketing support
Collection orders grew 33%, at +111%
vs. 2019 levels in Q4 22
Leverage national promotional
activity and marketing spend,
highlighting value message
Improve digital collection experience
Amplify our product
quality and value
Customers love our products
Drive product innovation to stay
aheadof competitors
Improve value for money perception
through national campaigns
Leveraged national promotional
activity and Price Slice weeks and
AppOnly deals
Launched pipeline of innovation
including Vegan PepperoNAY and
Ultimate Spicy Sausage
Strong pipeline of new concepts
intrial
Leverage national promotions
withValue message at the core
Drive incremental orders with
foodinnovation
Uphold our industry-
leading economics
Consistently strong system
performance relative to peers
Continue to invest to optimise
efficiency
Further enable the success
ofourfranchise partners
Maintained world-class levels
ofsupport with 99.9% availability
and99.8% accuracy
Commenced re-development of Naas
Launched South West Cross Dock
facility
Completed roll-out of Cages & Dollies
Maintain world-class operational
performance
Naas re-development
Develop new ERP system
Model excellence
asafranchisor
Continue to bolster our internal
capabilities
Accelerate growth through our
franchise partners
Seek to broaden our franchise
partnerbase
Opened 35 new stores
Opened 3 stores with Home
GrownHeroes
Delivered enhanced training through
launch of Domino’s Academy
Launched Franchisee Performance
Management framework
Mid-single digit percentage increase
in store estate
Deliver Store Operations Technology
roadmap
In March 2021, we launched our strategic plan, focused on
delivering sustainable growth centred on five key pillars
forthe business, aligned with our vision and purpose, and
underpinned by our values. We set medium-term targets,
which were subsequently increased following the
resolution with our franchise partners. As we execute
ourstrategic plan, we will report on progress against these
five pillars and the corresponding medium-term targets.
OUR STRATEGY


OUR STRATEGY
18Domino’s Pizza Group plc | Annual Report & Accounts 2022
6.1m
app customers
+ 16%
app customers
inFY22
The app is a key driver of our growth. App frequency
is higher than for web only customers, which makes
enables personalisation a lot easier as we have
more customer data. We have only just launched
our first personalisation on the app, early results
are encouraging, and we will be launching more
personalisation initiatives in 2023.
Nobody
delivers like
Domino’s
Discover more on page 9
52.2%
of total online orders are
through the app
DELIVERING ON OUR STRATEGY
19Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Discover more on page 10
111%
of 2019 levels
in Q4 22
Turbo-charge
our collection
business
33.0%
growth in
collection
orders in FY22
22.3m
collection orders
in FY22
Collection represents the most efficient labour
channel, with delivery effectively outsourced to
the customer. This is particularly important in
an environment where there are pressures on
labour availability and wage inflation. The various
lockdown restrictions in 2020 and 2021 dampened
the collection market significantly, but collection
volumes recovered well in 2022 and are now
comfortably ahead of 2019 levels. Our collection
offer represents great value for our customers
andwe will continue toincrease awareness
of this channel in 2023.
Domino’s Pizza Group plc | Annual Report & Accounts 2022 20
DELIVERING ON OUR STRATEGY
CONTINUED
Discover more on page 10
Amplify our
product quality
and value
To coincide with the start of the Mens Football
World Cup in Qatar, we brought “the heat”
to the UK with two new spicy additions to
the menu – the Ultimate Spicy Sausage pizza
and Loaded Wedges with Spicy Sausage.
They were launched with an integrated media
campaign which gained strong traction across
all our social channels. Our customers loved
them, with fans ordering 26 pizzas a second in
the build-up to the England v Wales game.
6
new pizzas launched
in FY22
26
pizzas a second in
build-up to England v
Wales game
21Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
4
supply chain
centres in UK
& Ireland
130
stores capacity
inNaas
Uphold our
industry-leading
economics
The first pillar of our capital allocation framework is to
invest in the business to drive long-term organic growth.
In FY22, we took the decision to upgrade our supply
chain centre in Naas, Ireland. Naas was built over 20
years ago and was originally built to service 45 stores.
We are investing in re-developing the site
and expect the project will be completed by the
end of 2024. The facility will include a new dough
production plant giving us a productivity benefit.
When completed, the new site will meet the
highest technical and welfare standards and
will be able to supply up to 130 stores.
Discover more on page 10
Domino’s Pizza Group plc | Annual Report & Accounts 2022 22
DELIVERING ON OUR STRATEGY
CONTINUED
25
new jobs created
in the area
Model
excellence as
afranchisor
In 2021, we launched our Home Grown
Hero programme which offers current
and former Domino’s team members the
opportunity to own a Dominos store and
become part of the franchisee system.
In 2022, we welcomed three new Home
Grown Heroes. This Home Grown Hero
has worked for Dominos for over 31 years,
from his first role in stores to 16 years’
experience working as an Area Manager
and partner within a franchisee group.
His store created 25 new jobs in the area
including delivery drivers, pizza chefs and
in-store team members. In the first week
of trading, the store supported the local
community by running a special opening
week deal to raise funds for local charity,
Douglas Macmillan Hospice.
3
New Home
Grown Heroes
inFY22
23Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
UK & Ireland system sales
(£m)
1,456.4m
1,348.4
1,499.1
1,456.4
0
200
400
600
800
1,000
1,200
1,400
1,600
202220212020
Description
System sales represents the most
useful indicator of the overall
strength of the Domino’s brand.
This metric measures the total sales
of the Group’s franchisee
andcorporate store system in the
UK & Ireland. System sales do not
represent revenue attributable to
Domino’s as it is derived mainly
from stores owned by franchisees.
The Group has atarget of
delivering at least £1.9bn of system
sales in the medium-term.
Performance in 2022
System sales performance in 2021
was distorted by the benefit of
thelower rate of VAT on hot
takeaway food.
The VAT rate reverted to 20%
on1April 2022; therefore, any
comparison with the prior year
isimpacted.
Removing the impact of VAT,
like-for-like system sales increased
5.3% in the year.
App orders as a percentage
of online orders (%)
52.2%
44.1%
46.2%
52.2%
0
10%
20%
30%
40%
50%
60%
202220212020
Description
Our app is a key driver of our
digitalstrategy. The number of
customers using our app has
steadily increased over the last
twoyears and we are focused on
moving more customers to the
appas they have a higher customer
lifetime value.
Performance in 2022
The Domino’s app accounted
for52.2% of total online orders,
anincrease of 6.0ppts on the
prioryear.
Attracting more customers to the
app and more orders via digital
channels is a key focus in 2023.
New store openings
35
19
31
35
0
5
10
15
20
25
30
35
40
202220212020
Description
New stores are a driver of growth.
They increase the scale of the
system, raising the profile of the
brand and increasing value for all
franchisees. In addition, they are
asignal of good financial returns
for franchisees. Following the
resolution with franchisees,
theGroup has a target of delivering
in excess of 200 newstore
openings in the mediumterm.
Performance in 2022
Following the introduction of the
new store incentive scheme in
2021, we have made good progress
with our new store openings, with
35 in FY22 compared to 31 in the
prior year.
These stores were opened by 22
different franchise partners and we
were delighted that three new
‘Home Grown Heroes’ opened
stores in the year.
Delivered on time (%)
74.8%
79.5
76.5 74.8
0
10
20
40
30
60
50
70
80
90
100
202220212020
Description
Customer service is key to the
long-term success of Domino’s,
and one of the most important
aspects is speed of delivery. The
quicker our customers receive their
order, the better tasting the pizza
and the more likely they are to
order again. We aim to deliver
pizzas to customers within
30minutes of being ordered.
Themetric represents the
proportion of orders that meet
thistarget.
Performance in 2022
74.8% of deliveries on time remains
industry leading. Performance in
the second half of 2022 was
significantly better than in the
second half of 2021.
We are working in collaboration
with our franchise partners on
thisKPI and are confident that
performance will improve in 2023.
Underlying EBITDA
(£m)
130.1m
125.5
136.4
130.1
0
30
60
90
120
150
202220212020
Description
Underlying EBITDA is a key
profitability metric and gives
anindication of the underlying
performance of the business.
Performance in 2022
Underlying EBITDA was £130.1m,
down £6.3m compared to last year.
Underlying EBITDA was affected
by the accounting treatment of
investment in cloud-based
technology platforms (£5.2m)
andlower contribution from
theGerman associate (£2.4m),
partially due to the put option
exercise to exit our investment,
was offset by the profit on sale
offive corporate stores (£2.1m).
Excluding these, underlying
EBITDA would have been broadly
flat compared to FY21.
Link to Strategy
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24Domino’s Pizza Group plc | Annual Report & Accounts 2022
KEY PERFORMANCE INDICATORS
In order to continue to implement, develop and measure the
Group’s strategic performance, we monitor nine financial and
non-financial key performance indicators (‘KPIs’) in addition
tothe Group’s income statement results.
Net debt
(£m)
253.3m
171.8
199.7
253.3
0
80
40
120
160
200
240
280
202220212020
Description
Group net debt is a liquidity metric
and is calculated by subtracting
the cash and cash equivalents from
our total debt. As discussed in the
Chair’s statement on page 7,
ourcapital allocation framework
aims for normalised Net Debt
toUnderlying EBITDA leverage
of1.5x–2.5x.
Performance in 2022
In line with guidance, net debt
increased by £53.6m during the
year, as free cash flow was offset
with returns to shareholders
through increased dividend
payments and £86m of share
buyback programmes announced
in the year.
Free cash ow
(£m)
79.0m
99.0
104.6
79.0
0
20
40
60
80
100
120
202220212020
Description
Free cash flow is our main cash
performance metric and gives an
indication of the cash generated
from our trading activities.
Performance in 2022
Free cash flow decreased by
£25.6m to an inflow of £79.0m, as
EBITDA generated was offset by
working capital outflows as a result
of timing differences and
receivables increases.
In FY23 to date, £8m of the
movement relating to creditors and
accruals has reversed as a cash
inflow. We anticipate a net working
capital inflow for FY 23.
Underlying earnings per
share (p)
18.8p
18.2
20.3
18.8
0
5
10
15
20
25
202220212020
Description
Underlying EPS represents the net
profit attributable to each share,
after taking into account tax and
net finance costs, and the change
in the number of shares from year
to year. It excludes one-off or
non-recurring items.
Performance in 2022
Underlying basic EPS decreased
to18.8p from 20.3p as a result of
the underlying profit decrease
inthe year.
Dividend per share
(p)
10.0p
9.1
9.8
10.0
0
2
1
3
4
5
6
7
8
9
10
202220212020
Description
Our asset-light business is highly
cash generative, and we use a
capital allocation framework to
maximise shareholder returns.
Performance in 2022
Full-year dividend proposed of
10.0p per share, representing a
2.0% increase compared to 2021.
Share buybacks
announced (£m)
86m
0
80
86
0
20
10
30
40
50
60
70
80
90
202220212020
Description
Our asset-light business is
highlycash generative. As part
ofthe capital allocation framework,
we will return surplus cash to
shareholders.
Performance in 2022
£46m programme announced in
March, £20m in August and £20m
in November.
Therefore £86m of shares were
repurchased between March 2022
and 30 January 2023, representing
6.3% of the issued share capital.
Strategy key
Nobody delivers
likeDomino’s
Turbo-charge our
collection business
Amplify our product
quality and value
Uphold our industry-
leading economics
Model excellence
as a franchisor
Link to Strategy
Link to Strategy
Link to Strategy
Link to Strategy Link to Strategy
Discover more
on page 18
25
Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Our stakeholders are integral to the long-term success of
thebusiness. We are committed to a process of continual
improvement of our engagement processes.
COMMUNITIES
Why they matter
We recognise that we have a responsibility
toensure we’re a force for good within the
neighbourhoods that we operate in, by
supporting local initiatives, being a good
neighbour and providing employment.
How we engage
Local and national charity fundraising
andcommunity initiatives.
Local council engagement.
Food bank donations.
Digital platforms and social media used
toshare information.
Supporting our franchisees with community
initiatives within their operational territories.
Issues raised
Local communities expect the Company
tooperate safely and sustainably. We are
approached about a range of operational
matters regarding our supply chain centres
andat store level. We receive queries on our
approach to maintaining animal welfare
standards and tackling food poverty.
How we responded
We have engaged directly with members of the
public, local MPs and local authorities Our
management of environmental, social and
governance (‘ESG’) and sustainability includes
addressing the issues of climate change,
maintaining high animal welfare standards and
partnering with Fareshare to help tackle food
poverty. We work closely with our franchisee
partners to provide employment opportunities
in communities across the UK &Ireland.
CUSTOMERS
Why they matter
With increasing numbers of competitors and
changing consumer tastes, understanding the
needs of our customers allows us to continually
improve our service, products and experience.
How we engage
We obtain customer feedback through a variety
of channels to ensure we keep improving the
customer experience and stay abreast of their
expectations. Our Feed Us Back programme, in
which customers who provide us with a valid
email address are invited to complete a survey,
remains our biggest customer satisfaction
programme. The questionnaire focuses on six
key measures and metrics, relating to overall
satisfaction, value, timeliness, taste, accuracy
and appearance of food. We also engage
through consumer taste panels, bespoke
surveys and research panels.
Issues raised
Customers regularly raised queries on our plans
to extend the product range and show an
increasing interest in vegan-friendly options.
We receive comments and feedback on the
performance of our app and web-based
platforms in terms of customer journey and
operational performance. Customers have
raised issues around product pricing,
particularly in the recent inflationary
environment. Customers are keen to hear of
new store openings, which increase reach to
serve customers wherever they are in the most
convenient way possible.
How we responded
The Company invested in new product
development and continued to expanded its
product range of vegan-friendly options.
Working in collaboration with our franchisee
partners, we have introduced a range of pricing
promotions offering increased value to our
customers. Our app and web-based platforms
undergo regular updating and customer
feedback on their performance enables us to
optimise their functionality and enhance the
customer journey.
EMPLOYEES
Why they matter
Our dedicated and experienced colleagues
areakey asset of our business. We recognise
the importance of creating and maintaining
apositive working environment and
providingopportunities for individuals
tofulfiltheir potential.
How we engage
Our colleague engagement mechanisms
comprise various communication channels
including annual engagement surveys, All
Colleague Meetings held quarterly, and the
‘Share a Voice’ colleague forums. Further
details on the forums can be found in the
workforce engagement section on page 74.
Issues raised
In 2022, the topics of greatest interest to our
colleagues related to the cost-of-living crisis
due to the inflationary environment and the
operation of hybrid working.
How we responded
The Board and management have taken
account of the challenges our colleagues are
facing with high rates of inflation, and this has
been reflected in the 2023 pay review with
increases in base pay of up to 7%.
The Company’s hybrid working models has
been embedded further during the year and
working arrangements will continue to be
reviewed and will evolve depending on
organisational requirements.
26Domino’s Pizza Group plc | Annual Report & Accounts 2022
ENGAGING WITH OUR STAKEHOLDERS AND WORKFORCE
For further details on our Colleague Forums,
seepage 74 on workforce engagement.
For more information on how we consider stakeholder views at Board level to promote
thelong-term success of our business, see our Section 172 Statement on page 28.
SHAREHOLDERS
Why they matter
Our shareholders have invested in the
Company’s shares and expect to see a return on
their investment. Shareholders play an important
role in the oversight of the Group’s governance.
How we engage
We maintain a constructive dialogue with
shareholders. We engage with them regularly,
both proactively and reactively, to understand
their perspectives and ensure these are
considered in our decision-making.
The principal points of contact (either in person
or via video calls) are through the Chief
Executive Officer, Chief Financial Officer and
Head of Investor Relations and are through a
combination of meetings with specific
investors, roadshows, investor conferences and
at the Annual General Meeting. The Board
Chair or chairs of the Board Committees have
meetings with shareholders as required.
Issues raised
During the year, shareholders had questions
about Directors’ remuneration; the
implementation of the resolution agreed with
franchisees and announced in December 2021;
the application of our capital allocation
framework; management succession; progress
on our trial with Just Eat and roll-out across the
estate; the exercise of the Company’s option to
dispose of its interest in the German joint
venture; the Group’s response to climate
change and approach to sustainability more
generally; and a range of strategic and
operational matters.
How we responded
The Board considered, and took account of,
shareholder views in the application of its
capital allocation philosophy during the year.
On climate change, the Company delivered on
its previous commitment to establish
science-based targets which were formally
validated by SBTi. The Remuneration
Committee consulted with shareholders on its
proposals for amending the Remuneration
Policy, which was put to shareholders at the
AGM in May 2022, with over 92% of votes cast
in favour.
SUPPLIERS
Why they matter
An efficient supply chain is integral to the
Group’s business model, and the relationship
with our suppliers is a key element in achieving
our operational goals.
How we engage
Engagement with our suppliers remains
through a combination of organised events
(e.g.annual supplier conference), periodic
performance/commercial reviews conducted
by our procurement teams and supplier
assurance function. A formal supplier
engagement survey, originally scheduled for
2022, will now be launched in2023.
Issues raised
The relationship with our suppliers is
commercially focused and yet very
collaborative. We work closely with our
suppliers to maintain 100% availability of the
products supplied to stores. In a period where
there have been high levels of inflationary
pressure, suppliers have engaged on how best
to absorb increased input costs and maintain
agreed product pricing and availability
commitments. Suppliers have also requested
improved visibility of new product initiatives to
enable them to facilitate production planning.
How we responded
We recognise the inflationary pressure being
faced by the suppliers, franchisees and
customers, and have been working to maintain
a balance of interests between all stakeholders.
Updates to suppliers on operational issues are
provided on a regular basis.
FRANCHISEES
Why they matter
We recognise the critical role that franchisees
play in the long-term success of the business, by
providing outstanding customer service day-in,
day-out. Franchisees are the custodians of the
Domino’s brand at store level and it is the
Company’s role to provide franchisees with the
support they need to operate efficient and
profitable businesses and to maintain the
highest brand standards.
How we engage
Engagement with our franchisee community is
integral to our business model. There is regular
contact with franchisees by the Chief Executive
Officer and the Executive Leadership team,
both formal and informal, and through
dedicated business partners. The Company
and franchisees operate a number of
established forums to collaborate on marketing
activity, technical matters and operations
issues. In 2022, the Company hosted a two-day
Rally which was attended by franchisees and by
approximately 1,000 of their senior colleagues.
This was the first Domino’s Rally held since
2018 and provided the Company’s senior
leaders and franchisees’ teams a forum to meet
and discuss areas of common interest. Also in
2022, the Company launched a Satisfaction
Survey to its franchisees to obtain opinions and
views in a structured manner.
Issues raised
As in previous years, many of the issues raised
by franchisees is focused on store level
profitability and the support provided by the
Company, particularly during a period of high
food cost and labour cost inflation.
Franchisees have raised queries on the how the
Company will use its expertise and resources to
help franchisees to grow their businesses and
optimise profitability.
How we responded
The Company has worked closely with
suppliers to minimise cost increases to
franchisees wherever possible, while
maintaining consistency of product ingredients
and a high level of product availability. We have
worked closely with franchisees to assist with
their recruitment requirements. During the
year, the Company and franchisees held an
Economic Forum at which the Company
outlined its support activities to develop the
franchisee system including the increased
focus on digital marketing.
27Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Section 172 of the
UK’scompanies act
In summary, as required by section
172 of the UK’s Companies Act, a
Director of a Company must act in
the way he/she considers, in good
faith, would most likely promote the
success of the Company for the
benefit of its shareholders. In doing
this, the Director must have regard,
amongst other matters, to the:
likely consequences of any decisions in
thelong term;
interests of the Company’s employees;
need to foster the Company’s business
relationships with suppliers, customers
andothers;
impact of the Company’s operations on
thecommunity and environment;
Company’s reputation for high standards
ofbusiness conduct; and
the need to act fairly between members
ofthe Company.
The following is an overview of how the Board
has performed its duties during the year.
The Board continues to maintain high governance standards
and make long-term decisions for the benefit of the
Company and its stakeholders.
The Chair, Chief Executive Officer,
ChiefFinancial Officer and Senior
Independent Director (and the Chairs of
theprincipal Board Committees where
required) have regular contact with major
shareholders. The Board receives regular
updates on the views of shareholders,
whichare taken into account when the
Board makes decisions.
Examples of relevant decisions taken
include: application of the Board’s capital
allocation framework in returning cash to
shareholders through a combination of
dividends and share buybacks; succession
planning and appointments to the Board;
changes to the composition of Board
Committees; the renegotiation of the
Group’s long-term debt facilities; and the
exercise of the Group’s put option in
relation to its joint venture in Germany.
Stella David is the designated Non-
executive Director for the purposes of
workforce engagement. Details of the
Board workforce engagement programme
are shown on page 74. The Board receives
regular updates on matters relating to its
workforce including feedback from
engagement surveys, regular updates on
health and safety matters, and other
reports on a variety of workforce
engagement mechanisms.
These views have been taken into account
when the Board (or its Committees)
considered: development of the Group’s
strategy and the relationship with the
Group’s franchisees; updates on Company
culture and the Group’s purpose and
values; decisions relating to talent
development and succession planning;
and remuneration and reward including
the structure of incentive arrangements.
SHAREHOLDERS
EMPLOYEES
28Domino’s Pizza Group plc | Annual Report & Accounts 2022
SECTION 172
We recognise that the business has a role
incontributing to wider society. The Board
encourages the fundraising efforts of the
Group and franchisee community for
TeenageCancer Trust, Barretstown and
the many other local initiatives supported
by theGroup. Through Domino’s Partners
Foundation (a registered charity), we
supportcolleagues across our operations
inthe UK & Ireland who find themselves
inparticular hardship.
The Board’s Sustainability Committee has
oversight of all aspects of sustainability,
including climate change and
environmental matters, and formally
approved the Groups science-based
carbon-reduction targets and pathway to
net zero by 2050, which were submitted
to SBTi. On 13 July 2022 SBTi confirmed
that it had validated our near-term/net
zero targets.
CUSTOMERS
The Group’s customer base primarily
comprises its franchisees and consumers.
The Chief Executive Officer, Chief
Financial Officer and other members of
the Executive Leadership team have
regular contact with franchisees as this
relationship is fundamental to our
business model. The Board receives
updates on feedback from franchisees at
every Board meeting. Feedback is taken
into account in Board decisions which
have included the investment in
eCommerce and information technology;
additional investment in the Group’s
supply chain centre in the Republic of
Ireland; and decisions on raw material
pricing for franchisees during a period of
high food-price inflation and its impact on
franchisee store level profitability.
As a consumer brand we welcome and
reflect on the views of our end customers.
The Group undertakes regular surveys to
establish consumer views on brand
perception, marketing campaigns,
product development, product quality,
service levels and perception of value for
money. These views are reflected in
decisions on the Group’s strategy, the
introduction of new product ranges and
operational matters, which included the
decision to launch a trial on the Just Eat
platform which was subsequently
extended to 1,167 stores.
COMMUNITY AND ENVIRONMENT
29Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
SUSTAINABILITY
Our material sustainabilityissues
The five material issues shown to the
right are far from our only responsible
business priorities but they appear
consistently at the top of the agenda
when we engage with our internal
and external stakeholders. As such,
they form the foundation of our
Group sustainability approach, which
is subject to ongoing reviews and
continuous development.
Our business model relies on long-term,
trusted partnerships with franchisees,
business partners and suppliers, making our
management of sustainability performance
more complex than in many otherwise
comparable organisations.
Where we exercise partial or indirect control,
for example, with franchisees, we encourage
sustainable behaviour by setting and
promoting policies that create a strong
foundation for action.
These frameworks are implemented across
our corporate stores and supply chain centres
(‘SCC’), as well as by our franchisees and
supply chain partners.
Our sustainability strategy focuseson five key pillars
which arecritical to our business:
1 2 3
PEOPLEPEOPLE ENVIRONMENTENVIRONMENT
OUR OUR
CUSTOMERS
CUSTOMERS
OUR
Pertaining to product
safety and quality,
allergen management,
as well as health
andnutrition.
Focus areas
Healthier options
Food Safety
Key highlights
New sub-650 calorie
pizzadeveloped and
beingtested
Enhanced allergen
management processes
implemented
Doubled number of
plant-based and free-from
menu options
Support provided to the
Natasha Allergy Research
Foundation
How we attract,
develop, and retain the
best people from
diverse backgrounds
while maintaining high
labour standards.
Focus areas
Diversity, Equity &
Inclusion
Fair Pay
Key highlights
Enhanced family-friendly
HRpolicies to aid
retention
44% female
representation onBoard
50% female
representation onUK
Leadership Team
First female Homegrown
Hero identified supporting
move from store manager
tofranchise partner
Particularly as it relates
towaste minimisation,
recycling, climate
change, and carbon
reduction.
Focus areas
Net Zero
Packaging & Waste
Food Waste
Key highlights
Net zero targets validated
byScience Based Targets
initiative (SBTi)
Initial group-wide
decarbonisation plan
developed
Improved CDP scores
forClimate Change
andForest
100% of food waste either
redistributed to food
poverty charities or
converted into animal feed
Discover more
on page 32
Discover more
on page 34
Discover more
on page 36
Relevant SDGs Relevant SDGs Relevant SDGs
30Domino’s Pizza Group plc | Annual Report & Accounts 2022
Introduction to DPG
sustainabilityprogramme
Underpinning our ambition to deliver
a better future through food people
love with a sustainability strategy
based on stakeholder insights.
For many years, one of the Dominos core
values has been to do the right thing.
From ourNHS Giveaway of free pizzas for
front-line emergency service workers during
COVID, to the millions we have raised for our
charity partner, Teenage Cancer Trust, to the
career opportunities we offer our UK and Irish
colleagues, we have always sought to give
back to the communities we are proud to
serve and to our colleagues who work so hard.
In 2020, we established our corporate
purpose which is to deliver a better future
through food people love. This is the guiding
star for our business and helps us make the
right decisions for our business and for our
stakeholders. It enables us to continue
growing our business, but grow it responsibly
and sustainably.
In 2022, we underpinned our corporate
purpose with a refreshed sustainability
strategy after seeking views from our
customers, colleagues, franchise partners
andkey opinion leaders with a passion for
sustainability. We sought their opinions on
keyquestions including which areas we
should focus on, and how far we should
pushourselves in each area.
Our new sustainability strategy connects
ouractions with the views and passions of
ourkey audiences and has enabled us to
coordinate the various sustainability-related
activities andworkstreams from across the
business. Additionally, for the first time we
have linked 10% of UK Leadership Team
bonusto the successful delivery of key
sustainability targets.
We firmly believe all of this will help push
usasa business to achieve our ambition of
delivering a better future through food people
love and is aligned with the UN’s Sustainable
Development Goals.
Our sustainability strategy focuseson five key pillars
which arecritical to our business:
54
GOVERNANCE
SOURCINGSOURCING
OUR OUR
COMMUNITIESCOMMUNITIES
As it relates to social
and environmental
impacts in our up and
downstream extended
operations.
Focus areas
Animal Welfare
Modern Slavery
Key highlights
100% of food suppliers
audited for ethical and
responsible sourcing
practices
100% of milk used for
cheesecompliant with
either Red Tractor or
BordBia
Chicken welfare standards
audited and in line with
industry peers
Key teams trained to spot
signs of Modern Slavery
during supplier audits
Relating to the level
offinancial and
non-financial support
to provide to our
national charity
partners and our
Partners Foundation.
Focus areas
Charities
Litter
Key highlights
£6.5million raised for
Teenage Cancer Trust
over 7 year partnership
£140,000 granted by
Partners Foundation since
its creation to support
colleagues facing financial
hardship
Advertising support
provided to ITVs Concert
for Ukraine and donation
made to Disasters
Emergency Committee
Discover more
on page 44
Discover more
on page 45
Relevant SDGs Relevant SDGs
Our day-to-day activities,
including the delivery of
oursustainability ambitions,
are underpinned by robust
corporate governance.
This includes, but is not
limited to, Board
composition, remuneration
and the integration of
sustainability criteria into
our decision-making.
Key highlights
10% of UK Leadership
Team bonus linked to
delivery of key
sustainability targets
PLC Sustainability
Committee established
chaired by Non-Executive
Director
Sustainability embedded
into the business through
establishment of
Sustainability Steering
Group and dedicated
Working Groups
31Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Expanding our
plant-based range
In early 2022, we expanded the
Domino’s menu with the addition of
the Vegan PepperoNAY, a vegan
alternative to our most popular pizza,
the Pepperoni Passion.
Launched in January to coincide with
the ‘Veganuary’ trend, the new pizza
was designed to appeal to customers
following plant-based diets, as well
asto those wanting to flex their
eatinghabits.
The Vegan PepperoNAY has been
well-received by customers and was
awarded Best Pizza at the PETA
(People for the Ethical Treatment of
Animals) Vegan Food Awards 2022.
All of our plant-based pizzas are made
with high quality ingredients and are
served with a vegan version of our
iconic Garlic & Herb dip, allowing
customers to enjoy the full Dominos
experience in a vegan friendly way.
SUSTAINABILITY
CONTINUED
Reflecting changing customer needs
Our goal is to ensure our customers have access to
awide range of choices that cater for all dietary
requirements, and to help them make informed
choices about the products they order from us.
Adapting to trends such as veganism, vegetarianism,
as well as the need for robust allergen management
is important in order to offer an inclusive range of
products, particularly when customers are ordering
as a group and the dietary needs of one individual
can be a key decision factor on whether they
chooseDomino’s.
We have adapted to this increased demand for
plant-based and ‘free-from’ options. In 2022, we
increased our plant-based and ‘free-from’ options
from 11 in 2021 to 23. A new plant-based pizza, the
PepperoNAY, launched in 2022, and, further to
this,we opened up plant-based toppings for our
ever-popular Create Your Own pizzas–both changes
have been well received by Domino’s fans.
Allergen management
We believe food allergies shouldn’t get in the way of
enjoying great tasting food. We have continued to
work with our suppliers, franchise partners and store
teams to lower the risk of cross-contamination, and
clearly detail allergens across all our products.
Allergen management is integrated into our Food
Safety Management system and covers products
manufactured by Dominos, 3rd party manufacturers
and raw materials. We recognise the importance
ofproviding clear and accurate information for
ourconsumers with food hypersensitivity, so they
canmake informed choices on the food they are
consuming. We also ensure that we provide
accurate, consistent and verifiable information to
consumers on intentional allergens and risks of
cross-contamination.
Since the introduction of Natasha’s Law in October
2021, we have been working closely with our
franchise partners to ensure they have appropriate
levels of knowledge and processes in place to
comply. All stores and franchise partners have had
allergen management elements added to in-store
and driver training programmes and we now
includeallergen management practices in our
in-store audits.
In 2022, we met with the parents of Natasha
Ednan-Laperouse who run Natasha Allergy Research
Foundation. We fully support their ambition to
prevent and eradicate allergic disease and in 2022
agreed a three-year funding commitment to support
the Foundation’s research and work.
OUR
CUSTOMERS
Domino’s is synonymous
with exceptional service,
quality and value.
Customers expect
companies such as
Domino’s to adjust to
changing tastes and
dietary requirements.
We believe we have an
important role to play in
providing a wide choice
of products to reflect
flexitarian trends as well
as helping people to
maintain a healthy and
balanced diet.
Key highlights
New sub-650 calorie pizza
developed and being tested
Enhanced allergen
management processes
implemented
Doubled number of plant-
based and free-from menu
options
Support provided to the
Natasha Allergy Research
Foundation
Relevant SDG’s
32Domino’s Pizza Group plc | Annual Report & Accounts 2022
Healthier Options
We believe the food industry has an important role
to play in helping people to follow a healthy and
balanced diet. Domino’s is committed to continually
increasing our range of healthier options without
compromising on taste, and helping customers
make informed choices about the food they eat by
providing easy to understand nutritional information.
In 2022, we developed our first ever sub-650 calorie
pizza range which is currently undergoing in-store
consumer testing. 2022 also saw our innovation
team develop an agreed approach for identifying
opportunities to reduce the levels of fat, salt and
calories across our existing portfolio which will be
rolled out in 2023. We continue to offer customers
arange of crust, cheese, and pizza size options, and
to ensure compliance with The Calorie Labelling
(Out of Home Sector) England Regulations 2021
allofour menus clearly display information
regarding calories.
Food Safety
Our customers expect top quality from us, so
ensuring all our ingredients are safe and responsibly
sourced is imperative.
Our processes require all core ingredients, pizza
toppings, sides and desserts to be regularly tested
by our internal quality panel against specifications
agreed with suppliers. All ingredients are also
sent,according to a risk assessed schedule, to an
accredited third-party laboratory for microbiological
and chemical analysis against agreed protocols and
specifications. The product surveillance programme
runs fortnightly reviews, where possible to cover
allproducts.
Any issues identified were raised with the relevant
supplier and re-tested. In total, surveillance testing
was undertaken on 100% of available food products
and 99% of all products during 2022.
Our Supplier Technical Manual, which covers all
thepolicies and processes we expect of our
supplychain, is supported by a programme of due
diligence product testing between ourselves and
oursuppliers.
Following an end-to-end risk assessment of allergen
and vegan controls, in 2021 we developed our
vegan-friendly surveillance testing. Using this
approach, in 2022, we completed 76 tests across the
range of vegan-friendly pizzas to validate the
controls used in-store to minimise risk of
crosscontamination.
We aim to have no meat traces at all in our vegan
products and take a zero-tolerance approach to
noncompliance with our suppliers. We will not
hesitate to terminate contracts with suppliers failing
to meet our standards.
Since the relaunch of Gluten Free in June 2021, we
have undertaken mystery shopper testing and, in
2022, sampled a total of 207 pizzas from different
stores across the network, with all results confirming
the Gluten Free pizzas are within legal tolerance
levels to be labelled as gluten-free.
All stores have access to our Food Safety
Management System, which details the instore
guidelines for the safe production of our products.
It is based on the principles of Hazard Analysis and
Critical Control Points (‘HACCP’) and outlines areas
such as temperature-control, allergen-control
procedures, correct storage, dating and rotation of
ingredients, as well as best practice on managing
the health and hygiene of a store’s environment
andcolleagues. All store colleagues are trained on
allergens and allergen management and are required
to take refresher courses annually.
Continuing our journey
In 2023, we will continue to provide customers
with clear and simple nutritional and allergen
information to ensure they can make informed
choices about the products they order from us.
We will also increase our range of lower calorie,
vegan, vegetarian, and gluten free options. At the
same time, we will review our existing products
to find ways of reducing fat, salt and calories.
To help customers with allergen issues enjoy
Domino’s we will continue to enhance our
in-store and delivery processes, information
available to customers, and provide support
toorganisations working to eradicate the
prevalence of allergen-related diseases.
We will continue promoting our products
appropriately guided by a new responsible
marketing policy which will be adhered to by
Domino’s, as well as our franchise and other
business partners.
33Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
SUSTAINABILITY
CONTINUED
Home Grown
Heroesprogramme
Home Grown Heroes is a programme
designed to make becoming a
Domino’s franchise partner more
accessible. We give entrepreneurial
store managers, who have already
proven their abilities working under
the Domino’s brand, the opportunity
to open their own store.
We work closely with our chosen
Home Grown Heroes to ensure they
have the required skills to
successfullyown, operate and run a
Domino’s store. Our Home Grown
Heroes are committed to the brand
andhave been very successful to
dateincluding our first candidate,
Kirat Toor, who opened his store
inWhittlesey in 2021.
We are now focused on attracting
candidates from a more diverse
background to the programme and
aremaking progress. In 2022, we
identified our first female Home
Grown Hero who will be opening
herstore in early 2023.
Diversity, Equity & Inclusion
inseniormanagement
We believe in the benefits of bringing a wide range
of skills, experience, and perspectives into our
business. In 2021, we set targets to improve the
diversity of our colleague base including our
Board,UK Leadership Team, and senior
management cohort. We are committed to
reachingand exceeding the targets set out in
theHampton-Alexander and Parker Reviews.
At a Board level, we are committed to achieving
40%female representation by 2025; and maintaining
at least one Board member from a non-white ethnic
minority, increasing to two non-white ethnic
minority Board members by 2025. Our Board
Diversity Policy requires gender and diversity to be
taken into consideration when evaluating the skills,
knowledge and experience desirable to fill each
Board vacancy.
We made good progress against these targets.
During 2022, the Board appointed Tracy Corrigan
asan independent non-executive director which
meant at the end of 2022, the proportion of female
directors on the Board was 44%. Additionally, the
Board has included one member from a non-white
ethnic minority since 2019.
We also set targets to increase the diversity of our
senior management team and are working towards
36% of senior roles being held by female executives
by 2022, rising to 44% by 2025, and for 6% of senior
roles to be held by non-white ethnic minorities by
2022, rising to 12% by 2025.
Following a recent restructure of our UK Leadership
Team, the proportion of female members is now
50%, and we are committed to continually improving
the diversity of our UK Leadership Team as we work
towards our 2025 targets.
Embedding a diverse, equitable
andinclusive culture
Alongside setting targets, in 2022 we sought to
embed an inclusive culture across our business.
Tangible actions have included rolling out new
training programmes and updating relevant policies.
In 2022, our UK Leadership Team took part in a
bespoke Diversity, Equity and Inclusion training
programme through an external provider which we
intend to roll out to the wider colleague base and our
franchise partners in 2023.
OUR
PEOPLE
When our colleagues
thrive, we thrive.
From fair pay to training
programmes, we
support our colleagues
from all backgrounds
todevelop, grow, and
achieve their potential.
We welcome a wide
range of opinions and
perspectives, from
colleagues of all
backgrounds, reflecting
the communities we’re
proud to serve.
Key highlights
Enhanced family-friendly
HRpolicies to aid retention
44% female representation
onBoard
50% female representation
onUK Leadership Team
First female Home Grown
Hero identified supporting
move from store manager
tofranchise partner
Relevant SDG’s
34Domino’s Pizza Group plc | Annual Report & Accounts 2022
All Colleagues
1
Gender diversity data
As at 25 December 2022
1,710
1,906
408
Female
1,302
Male
1,469
Male
437
Female
2022 2021
14
Female
36
Male
35
Male
13
Female
2022 2021
Senior Management
1
50
48
4
Female
5
Male
6
Male
3
Female
2022 2021
9
9
Group Directors
1
While ethnic pay gap reporting is not yet a
regulatory requirement, in 2022, we began
processing the data we have available to assess if
there any potential issues in this area. This data and
any potential recommendations will be presented to
our Board for discussion in 2023.
It is important to us that Domino’s is a family-friendly
place to work and so, in 2022, we updated our
maternity and paternity leave policies to improve our
ability to retain those colleagues going on maternity
or paternity leave. We have already started work on
introducing further improvements to these policies
in 2023.
More generally, we continue to invest in our
peoplethrough various career development
initiatives including programmes such as our
‘Stepping into Leadership’.
Home Grown Heroes
Our Home Grown Heroes programme provides
existing and former Dominos store managers with
the opportunity to take the next step in their career
by becoming a franchise partner with their own
store. In 2022, we approved three candidates to
become Home Grown Heroes, and in 2022 we were
pleased to select our first female candidate who
should be opening her store in 2023.
Continuing our journey
In 2023, we will continue working towards our
2025 targets of ensuring our workforce better
reflects the communities we are proud to
serveand operate in. An increased focus on
Diversity, Equity and Inclusion will see further
enhancements to how we attract, retain,
anddevelop colleagues from a variety of
backgrounds working at all levels within
ourorganisation.
1. As at 25 December 2022
35Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
SUSTAINABILITY
CONTINUED
Our lower carbon store
inHammersmith
We opened our first lower carbon
store in Hammersmith, London, which
has been designed to contribute fewer
carbon emissions than a typical
Domino’s store.
The store will act as a blueprint for
future openings. It maintains the
hallmarks of a classic Domino’s but
includes energy efficient features
including a newly designed oven
hoodto capture heat from the oven,
reducing the amount of energy
required to cool the kitchen; a heat
exchanger to convert heat from the
ovento warm water; a new energy
efficient makeline tochill toppings
during opening hours; and new cold
room features including automatic
door closures andthermalcurtains.
In addition, renewable energy is
procured to power the store and all
deliveries are made by a fleet of 10
e-bikes. This new fleet forms part of
ourwider corporate deliveryfleet,
which is now 100%electric powered.
We want to reduce
ourimpact on the
environment.
From cardboard
alternatives to reaching
net zero, we are
harnessing energy
efficient production
and transportation
innovations in order to
reduce our greenhouse
gas emissions, increase
our use of recycled and
recyclable materials,
and to removing single
use plastics.
OUR
ENVIRONMENT
Journey to Net Zero
Climate change represents one of the greatest
challenges of all time and all businesses should play
their part in reducing Greenhouse Gas (GHG)
emissions, particularly carbon. GHG emissions are
our most material environmental impact. They stem
from the energy used in our Supply Chain Centres,
stores and support offices; the transportation we
use within our operations (direct Scope 1 and
indirect 2 emissions) as well as waste, our
agricultural supply chains, the transport and
distribution of ingredients and products, and
emissions from our franchisees (Scope 3 emissions).
Domino’s Pizza Group has committed to achieving
Net Zero by 2050 and, in 2022, we achieved several
important milestones in our journey to achieving our
Net Zero ambition. We secured validation from the
Science-Based Targets Initiative (SBTi) for our net
zero targets, and we developed an outline
decarbonisation plan which will guide our approach
to reducing our scope 1, 2 and 3 emissions in line
with our 2050 target.
These plans have already delivered some great
results. Changes to our operations in 2022 saw
Domino’s achieve an 16% reduction in our total
scope 1 and 2 carbon emissions (market-based)
versus 2021. This reduction was largely driven by
oursupply chain centres, and support office
movingto a renewable electricity provider.
Further information on our 2022 GHG emissions
canbe found on page 43.
Recycling and waste
We believe recycling is critical to help us and our
customers look after the planet and all businesses
have a role to play. Domino’s is committed to using
recycled and recyclable materials, to reducing our
waste footprint, and to removing single use plastics.
In 2022, we were pleased to achieve our
longstanding target to achieve zero waste to landfill
from our support office and supply chain centres.
This has been achieved through a combination of
improved recycling of mainly cardboard, and
diverting any general waste away from landfill to a
Refuse Derived Fuel processor.
Key highlights
Net zero targets validated
byScience Based Targets
initiative (SBTi)
Initial group-wide
decarbonisation plan
developed
Improved CDP scores for
Climate Change and Forest
100% of food waste either
redistributed to food poverty
charities or converted into
animal feed
Relevant SDG’s
36Domino’s Pizza Group plc | Annual Report & Accounts 2022
Continuing our journey
With our Net Zero targets now validated by SBTi,
2023 will see our attention switch to activating
our decarbonisation plan. This will include
looking at the technology available to reduce the
Carbon footprint of our facilities and Supply
Chain Centre fleet, as well as working with
suppliers and franchise partners to identify
opportunities to reduce our Scope 3 emissions.
Additionally, we will identify ways to increase the
proportion of recycled and recyclable materials
we use as well as maintaining our low levels of
waste sent to landfill.
Our Supply Chain Centres have been removing
cardboard packaging from certain products being
transported to our stores. In 2022, this reduced the
amount of cardboard being sent to stores by 1,224
tonnes. This cardboard is then recycled and used to
manufacture our iconic pizza boxes. In 2023, we will
work with our suppliers to assess the viability of
reducing the amount of cardboard used as transit
packaging for ingredients and equipment coming
into our supply chain centres.
We are continuously working to increase the
quantity of recyclable materials that we use,
whilstensuring we maintain our food safety
andquality standards.
Reducing food waste
At Domino’s we are committed to minimising food
waste and ensuring food surplus is redirected to
those who need it most. In 2022, we ensured that
100% of surplus food or ingredients produced by
ourSupply Chain Centres was either re-purposed as
animal feed orredirected to food poverty charities.
Improved CDP Scores
CDP runs an annual voluntary questionnaire which
feeds into energy and carbon ratings, requested by
investors and other financial stakeholders. In 2022,
we were pleased to see our efforts to reduce our
environmental impact and our levels of disclosure
acknowledged by improved scores from CDP.
In 2022, our score for our Climate Change work
improved from C to B. The B-score indicates we
haveaddressed the environmental impacts of
ourbusiness and we ensure good environmental
management. In addition, we also completed
theCDPs Forest assessment and improved our
scorefrom an F to a C. This C-score indicates a solid
performance at theAwareness’ level and shows
weare aware of how relevant environmental issues
intersect with our business.
37Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
In late 2020, the Financial Conduct
Authorityissued a policy statement
requiring all UK premium listed companies
to include astatement in their annual
report thatcomplies with the reporting
recommendations of the Task-Force on
Climate-related Financial Disclosure (TCFD)
(assetout in Listing Rule LR 9.8.6R).
Domino’s is required to implement the reporting recommendations of
TCFD applied to the 2022 financial year, although we chose to report
ofthemajority of the TCFD reporting obligations in the 2021 Annual
Report. Thefollowing disclosure is consistent with the TCFD
recommended disclosures and complies with the reportingobligations
ofthe Listing Rules.
Like many companies, our understanding ofrisk and opportunities
isevolving and we will continue to refine ourdisclosure under the
TCFDreporting framework. The following disclosure sets out the
Companys approachto governance, risk management, strategy,
andmetrics andtargets.
Governance
a) Describe the Board’s
oversight of climate-related
risks and opportunities.
The Board retains overall responsibility on assessing risks
and opportunities related to climate change assisted by
the Board’s Committees. In 2021, the Board established a
Sustainability Committee, which has oversight of the
development of strategies, policies and performance in
relation to environmental, social and governance (‘ESG’)
matters, including climate change. The Committee meets
at least three times a year.
The Audit Committee reviews the Group’s public
disclosures and reporting on climate-related issues,
including the reporting of greenhouse gas emissions and
related third-party assurance. The Remuneration
Committee has oversight of the remuneration of Executive
Directors and senior management and considers how best
to align incentives with performance on ESG matters.
b) Describe management’s
rolein assessing and
managing climate-related
risks and opportunities.
Day-to-day responsibility for running the business,
including EGS matters and climate change issues, rests
with the Chief Executive Officer. The Chief Executive
Officer chairs the Group’s Sustainability Steering Group
which comprises of Executives across the Group with
responsibility for managing the Group’s sustainability
initiatives, including climate-related initiatives. The Supply
Chain Director has responsibility for operational delivery
of climate change initiatives, as the supply chain has the
most significant environmental matters, e.g. production,
logistics, energy procurement and supplier engagement.
The Chief Marketing Officer is responsible for
communication on these issues, and has overall
responsibility for corporate communication and
reputational management. Both of these positions report
to the Chief Executive. The Company Secretary briefs
theBoard and its Committees on climate-related issues,
and any issues raised are monitored via our risk
assessmentprocess. In 2022, to reflect the increasing
importance of climate change and other ESG-related
issues, the Company appointed a Head of
Communications and Sustainability, who reports to
theChief Marketing Officer, with responsibility for
overseeing the implementation of ESG and Sustainability
initiatives, working closely with the Executive team and
functional heads.
TCFD STATEMENT
SUSTAINABILITY
CONTINUED
38Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategy
a) Describe the climate-related
risks and opportunities the
organisation has identified
over the short, medium,
andlong term.
The Board monitors the impact of climate change risk and
opportunities on the Group’s strategy and business model.
Given the nature of climate change and its associated
timescales, it considers the impact over the short (1-3 years),
medium (4–10 years) and long (10 years plus) term.
Following completion of the first scenario analysis exercise
that was undertaken in 2022, the Board has identified
various climate-related risks and opportunities, details of
which are set out on page 42. As noted below, the scenario
modelling conducted to date has been restricted to a
qualitative analysis. Based on our initial analysis, none of the
risks identified are likely to have a material financial impact
on the business over the next three years.
In selecting the various scenarios, we followed the
disclosure requirements by including at least one that
included a temperature increase of 2ºC . When selecting
the scenarios, we discounted any that could be regarded as
overly optimistic – i.e. no change or less than a 1.5ºC
temperature rise – because of the latest climate science and
the pace of change in terms of government policy and
progress towards emissions reductions to date. Likewise,
we excluded doomsday (more than 3ºC increase) scenarios
on the basis of the scientific consensus about what is likely
to happen.
b) Describe the impact of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy, and financial
planning.
The Company has identified various climate-related risks
and opportunities, following the scenario analysis exercise
that was completed in 2022. At this stage, the scenario
modelling has been restricted to a qualitative analysis and
further work is required to quantify the risks and
opportunities. Details of the scenario analysis exercise and
risks and opportunities are shown on pages 41 and 42.
In summary, the most significant risks the Company faces
relate to:
1. tension between franchisees and investor demands to
transition to net zero business models (in the event of a
temperature increase of 1.C or more);
2. increased costs and/or shortage of key ingredients
(2°Cincrease or more); and
3. a decline in employee satisfaction arising from
challenging working conditions (3°C increase).
The Company’s initial analysis suggests that the first and
second risks may begin to have an impact over the medium
to long term while the impact of the third risk will only
begin to manifest in the long term. To address the first and
third risks, the Company has begun to develop proposals
for its Store of the Future, which will harness the latest
technology. This will present a compelling business case
for investment in equipment that reduces carbon
emissions cost effectively while also enhancing working
conditions. With regard to the second risk, the Company
has begun discussions with some of its key ingredient
suppliers to better understand their efforts to meet the
challenges posed by climate change. In addition, and
recognising both the role reducing emissions arising from
our transport operations will play in helping the Company
achieve its science-based target and the importance of
making our distribution network resilient to disruption
caused by climate change, we are assessing the feasibility
of switching to more eco-efficient vehicles and re-
modelling our overall logistics strategy.
c) Describe the resilience of
theorganisation’s strategy,
taking into consideration
different climate-related
scenarios, including a 2°C
orlower scenario.
While the scenario process did identify some potential
opportunities – principally relating to changing product
offerings and brand positioning – they are unlikely to have
any discernible impact on the business strategy in the
short term.
The Company will continue to undertake regular surveys
of its customer base and engage with other stakeholders
and respond appropriately to changing demand and
expectations.
39Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Risk Management
a) Describe the organisation’s
processes for identifying and
assessing climate-related
risks.
Risks and opportunities are reviewed on a quarterly basis
as part of an extensive and well-established risk/
opportunity management process. The results are
reported to the Executive leadership team for review
andaction.
b) Describe the organisations
processes for managing
climate-related risks.
The Board is responsible for identifying the Group’s
principal risks and how they are being managed or
mitigated. All risks are assessed using our bespoke 5 × 5
risk assessment matrix, which takes into account
probability and likelihood and level of operational control.
We have linked the risks to the pillars of our strategic plan
and manage an active risk register. The risk register is
reviewed by the Audit Committee on behalf of the Board,
which retains overall responsibility for risk management.
c) Describe how processes for
identifying, assessing, and
managing climate-related
risks are integrated into the
organisation’s overall risk
management.
At a Company level, management considers the risks of
climate change as they apply to the Group’s stated
strategy. This includes the potential costs and benefits of
using lower carbon resources whether buildings, transport
or otherwise.
At an asset level, each building owned, including the
commissaries and the transportation method, is reviewed
and considered in light of risks, including potential future
regulatory risks. Opportunities for adopting best practice
and the appropriateness for the business going forwards
are alsoreviewed in order for the Company to be
considered as leaders in themarketplace.
Metrics & Targets
a) Disclose the metrics used
bythe organisation to assess
climate-related risks and
opportunities in line with
itsstrategy and risk
management process.
In 2022 the Group started the process of assessing
climate-related risks and opportunities through
development of climate scenarios. A summary of the initial
output is shown on page 42.
The Group will continue to refine its methodologies and
approach to climate scenarios, and to develop
quantification of potential risks and opportunities.
b) Disclose Scope 1, Scope 2,
and, if appropriate,
Scope3greenhouse gas
(GHG) emissions, and
therelatedrisks.
The Group manages and monitors its Scope 1, Scope 2 and
Scope 3 GHG emissions and reports on these annually
through the Streamlined Energy and Carbon Reporting
(‘SECR) requirements which are shown on page 43.
c) Describe the targets used by
the organisation to manage
climate-related risks and
opportunities and
performance against targets.
In 2021, we made public commitments to set a science-
based emissions reduction target and to be net zero by
2050, and submitted our proposed targets to SBTi for
validation. In 2022, SBTi validated the Group’s targets to
reduce Scope 1 and Scope 2 emissions by 42% and Scope
3 emissions by 25% by 2031, and our commitment to
achieve net zero by 2050. The former is defined by SBTi as
a short-term target. However, as explained above, the
Company regards this commitment as falling within its
medium-term risk timeframe.
Progress towards achieving these targets has already
begun. The Company has switched to green electricity for
its offices, distribution centres and corporate stores.
This will result in a significant reduction in our Scope 2
emissions.
Over 75% of the Company’s emissions relate to Scope 3,
with the overwhelming majority deriving from ingredients
used to make our products and energy consumption within
our franchised stores. With regard to the former, we have
begun discussions with some of our largest suppliers
which account for a major share of our Scope 3 emissions
to understand how they are planning to reduce their own
emissions and provide us with products than are less
carbon intensive. We are also exploring with them
opportunities for collaborating on joint initiatives to reduce
emissions.
We are currently developing plans to reduce emissions in
our corporate stores through the use of more eco-efficient
technology and streamlined operational processes.
Once these improvements are implemented, we will
encourage franchisees to witness these improvements first
hand and encourage them to adopt similar technology and
processes within their own stores.
The Company will shortly begin to develop a suite of
metrics that align its business performance with the risks
and opportunities arising from climate change.
Specifically, we will seek to incorporate these factors into
the decision-making process around capital expenditure;
selection of suppliers; and development of new products.
TCFD STATEMENT CONTINUED
SUSTAINABILITY
CONTINUED
40Domino’s Pizza Group plc | Annual Report & Accounts 2022
Scenario analysis and climate-
related risks and opportunities
During the year, the Company conducted its
first scenario analysis to identify the resilience
of the Group’s strategy under three different
possible climate scenarios. The methodology
for the scenarios analysis was developed by
external advisers and a cross-functional team
was engaged, through a series of workshops,
to develop the scenario modelling exercise
and articulate the potential risks and
opportunities from the perspectives of
differing stakeholder groups: customers,
colleagues, franchisees, suppliers
andinvestors.
The scenarios used are summarised below
and include a 2°C scenario as suggested by
the TCFD reporting recommendations.
They draw on the Intergovernmental Panel on
Climate Change’s (IPCC) Representative
Concentration Pathways (RCPs) and Shared
Socioeconomic Pathways (SSPs); International
Energy Agency (IEA) scenarios; and the
Principles for Responsible Investment’s (PRI)
Inevitable Policy Response (IPR) scenarios.
We recognise that such a modelling exercise
cannot provide precise predictions of future
events and will have to be revisited
periodically and adapted to current data and
scientific developments. During 2023, we will
seek to refine the outputs from this process
and incorporate them into a robust
methodology that will quantify in financial
terms the impact of the various risks and
opportunities that have been identified
ontheCompany’s strategy, operations
andinfrastructure.
1.5° C
temperature rise
above pre-
industrial levels
A Better World Action taken has achieved the aims set out in the
2015 Paris Agreement to limit climate change to
below 1.C of pre–industrial levels, but with
significant shifts in policy, cost increases and
consumer behaviour change.
2.0° C
temperature rise
above pre-
industrial levels
An Uncertain and
Volatile World
Not much has changed from today. Some action has
been taken, but it’s very much business as usual.
Uncertainty increases and the impacts of a changing
climate manifest themselves in vulnerable parts of
the world.
3.0° C
temperature rise
above pre-
industrial levels
An Irreversible
Change
Economies around the world have continued to be
powered by fossil fuels. As a result, the planet is in
crisis and well past the point of no return by 2030.
Global warming has accelerated and changes in
climate are all around, tangible and, in some cases,
catastrophic.
41Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Physical and transitional risks
Risk/opportunity Physical | transitional Description Time frame (term) Applicable
scenario(s)
Materiality
Short Medium Long
Risk
Physical Transitional
Increased cost and supply chain disruption of key raw
ingredients. Global crop yield loss from increasing
temperatures and extreme weather events drives up
cost of raw ingredients.
1.5° Not material
2.0° Material
3.0° Material
Risk
Physical Transitional
Decline in employee job satisfaction at stores. Increase
in health and safety issues working in a hot environment
with staff availability, scheduling of breaks and
recruitment/retention issues. Satisfaction is further
eroded by complaints from unhappy customers.
1.5° Not material
2.0° Not material
3.0° Material
Risk
Physical Transitional
Tension between franchisees reluctant to shift to net
zero model versus investors (and other stakeholders)
urging faster transition.
1.5° Material
2.0° Material
3.0° Material
Risk
Physical Transitional
Increased cost of doing business for stores. Costs of
doing business will increase due to changes in policy
(i.e. carbon tax) and societal pressure as companies
reduce their carbon footprint is exacerbated by shifts in
product supply and demand reducing margins, together
with lower levels of customer disposable income
potentially reducing size and frequency of food orders.
1.5° Material
2.0° Material
3.0° Material
Risk
Physical Transitional
Extreme weather events in UK/Ireland disrupt store
operations. Heatwaves cause problems for labour
availability and stock scheduling (as customers switch
preferences), dough-proofing issues and potential
suspension of customer deliveries.
1.5° Not material
2.0° Material
3.0° Material
Risk
Physical Transitional
Decline in customer satisfaction, leading to reduced
sales. Extreme weather events lead to gaps in menu
choices, leading to increased complaints and reduced
brand loyalty as customers switch to brands with better
availability and consistent product quality. Customer
preferences shift away from DPG core menu range, i.e.
foods with high carbon footprint per meal (e.g. meat
and cheese).
1.5° Not material
2.0° Material
3.0° Material
Risk
Physical
Transitional
Decrease in access to finance from investors,
particularly true for businesses regarded as having an
unsustainable business model either from failure to
commit to the net zero pathway or significant
operational disruption from extreme weather events.
1.5° Not material
2.0° Material
3.0° Material
TCFD STATEMENT CONTINUED
SUSTAINABILITY
CONTINUED
42Domino’s Pizza Group plc | Annual Report & Accounts 2022
Streamlined energy and
carbonreporting
2022 marks the 10th year of reporting on our
Greenhouse Gas (‘GHG’) emissions and we
have collected more actual data than ever
before to better track and understand our
emissions, as well as analysing the data to
identify where we can make improvements.
In addition to our own internal processes and
governance, Domino’s Pizza Group has
commissioned independent third-party
assurance on selected metrics.
PricewaterhouseCoopers LLP (‘PwC’) carried
out a limited assurance engagement on
selected GHG emissions data for the year
ending 31 December 2022 in accordance
withInternational Standard on Assurance
Engagements 3000 (revised) and 3410, issued
by the International Auditing and Assurance
Standards Board.
A copy of PwC’s report and our Methodology
Document is on our website https://corporate.
dominos.co.uk/Limited-emissions-assurance.
The figures that have been covered by this
assurance process are indicated in the table
below by the following symbol:
Domino’s Pizza Group has estimated its Scope
3 in accordance with the Greenhouse Gas
Protocol Corporate Standard using a
screening methodology. The screening
methodology has reviewed all 15 potential
categories as defined in Greenhouse Gas
Protocol and has modelled seven categories
(including category 1 – Purchased Goods &
Services; and category 12 – End-of-Life
Treatment of Sold Products) which are
deemed to be the most material to the
Group’s operations. For 2022, the estimated
Scope 3 emissions for all operations
amounted to 505,504 tCO
2
e.
Domino’s has committed to the following
climate-based targets which have been
validated by SBTi :
Reduce greenhouse gas emissions from
direct operations (supply chain, support
offices and corporate stores) (Scope 1 and
Scope 2 – market based) by 42% by 2031.
Reduce greenhouse gas emissions from
franchise stores and suppliers (scope 3)
by25% by 2031.
To reach net zero by 2050.
GREENHOUSE GAS EMISSIONS SUMMARY FOR 2022
1
Our reporting period for GHG emissions reflects the 2022 calendar year, from 1 January to 31 December.
All operations UK only
2022 2021 2022 2021
Total tCO
2
e emissions (market-based) 14,295 17,044 12,389 15,888
Total tCO
2
e emissions (location-based) 16,426 16,753 14,800 15,257
Scope 1 greenhouse gas emissions tCO
2
e 12,858 12,948 11,665 11,792
Scope 2 (location-based) greenhouse gas emissions tCO
2
e 3,568 3,805 3,136 3,465
Scope 2 (market-based) greenhouse gas emissions tCO
2
e 1,437 4,096 725 4,096
tCO
2
e per tonnes of dough produced (location-based) 0.33 0.34 0.34 0.33
Total energy consumption (MWh) 71,786 73,289 66,175 67,313
1. We have adopted the operational control approach to calculating our emissions and have used a combination of Defra and SEA of Ireland emission factors to calculate
our carbon emissions across our footprint. For specic details on how we report our GHG emissions, please refer to our Methodology Document on the Dominos
website https://corporate.dominos.co.uk/Limited-emissions-assurance.
Energy Efficiency taken in the year
Total location-based CO
2
e emissions in the UK reduced by 3% compared to 2021. This was both a reflection of the greening of the UK
grid,andthe increased introduction of e-peds in our corporate store estate. Our Supply Chain Centres are now much less reliant on
fossilfuelgenerators, and we have also introduced electronic meter reading system, which will assist in the monitoring with the regular
monitoringofourenergy usage and accuracy of the data.
On a market-based approach, total CO
2
e emissions in the UK reduced by 22% compared to 2021, with the bulk of the reduction arising
fromourincreased usage of renewable energy. Renewable electricity now powers all of our offices and Supply Chain Centres in the
UK(81%ofallelectricity procured).
43Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Maintaining high standards
We have rigorous systems in place for assessing
riskand monitoring both new and existing suppliers.
To ensure our requirements for safe, legal and
high-quality production are met, all suppliers are
vetted and frequently audited by our procurement
and supplier assurance teams. In 2022, our Supplier
Assurance team conducted virtual and traceability
audits with 100% of food suppliers after completing
training in ethical and responsible auditing.
Additionally, desk-based audits were conducted
among all food suppliers covering ethical and
responsible sourcing elements.
All suppliers, including third-party labour agencies
and service providers are required to comply with
our Supplier Code of Practice. The Supplier Code
ofPractice includes our Code of Conduct, which
covers what we expect of our supply chain partners
as well as our and Supplier Technical Manual which
outlines our expected food safety standards.
The Supplier Code of Practice is based on
international standards and good practice, and is an
extended version of the Ethical Trade Initiative’s
(‘ETI’) Base Code, in alignment with the Sedex
Members Ethical Trade Audit (‘SMETA’) scheme.
We expect our suppliers to apply the principles
ofthe ETI and relevant International Labour
Organisation (‘ILO’) Standards and Conventions.
We recognise the value in completing routine ethical
audits as an effort to improve standards with regards
to the ETI base code. Domino’s is SEDEX-registered
and recognises audits by the SEDEX Members’
SMETA scheme, or Business Social Compliance
Initiative (‘BSCI’) standard as valid.
Animal welfare
We believe animals reared for consumption should
always be well treated. Animal welfare is something
our customers are increasingly interested in, and it
isalso the right thing to do. As such, we insist on
high standards of animal welfare by our suppliers.
In 2022, we focused on the treatment of poultry
which included an audit of our chicken welfare
standards. We benchmarked our approach to
chicken welfare against publicly available data from
Quick Service Restaurant competitors and other
retailers. This found all our suppliers comply with all
UK, EU, and local animal welfare legislation including
statutory livestock codes of practice. In addition,
allour broiler chickens are cage-free, and we are
satisfied that key elements of chicken welfare
including appropriate stocking density, enriched
environments, use of antibiotics, and slaughter
methods are in line with industry peers.
In addition, in 2022, 100% of the milk sourced to
manufacture our cheese is either Red Tractor or
Bord Bia (Ireland) compliant.
We also continued to engage with the animal
welfare NGO, Compassion in World Farming,
whohave provided advice on the development
andrefinement of our animal welfare policies.
Modern slavery
We believe all forms of exploitation and human
rights abuses are unacceptable. Domino’s is
committed to enforcing a zero-tolerance approach
to modern slavery in our operations and supply
chains. While 2022 saw no reported incidents of
modern slavery, we introduced several proactive
elements to our efforts to manage this risk including
the introduction of training for our Supplier
Assurance Team, who conduct on-site audits, in how
to spot signs of Modern Slavery. In 2023, we intend
to replicate this training programme for managers
ofDomino’s own Supply Chain operations, as well
asour franchise partners, and operational excellence
coaches who conduct in-store audits.
Continuing our journey
Our aspiration is to increase our BBFAW ranking
in the coming years and in 2023 we will continue
to ensure our animal welfare policies evolve to
reflect stakeholder expectations. In addition,
while we have yet to see any reported incidents
of Modern Slavery in our supply chain or in-store
operations, we will continue to roll out training on
how to spot key signs to the relevant Domino’s
teams as well as franchise partners.
OUR
SOURCING
Domino’s has a long
history with our
suppliers, with many
partnerships stretching
back over 25 years.
We work with our
suppliers to ensure that
we are sourcing our
products as safely and
responsibly as we can.
Key highlights
100% of food suppliers
audited for ethical and
responsible sourcing
practices
100% of milk used for
cheesecompliant with either
Red Tractor or Bord Bia
Chicken welfare standards
audited and in line with
industry peers
Key teams trained to spot
signs of Modern Slavery
during supplier audits
Relevant SDG’s
SUSTAINABILITY
CONTINUED
44Domino’s Pizza Group plc | Annual Report & Accounts 2022
Supporting ITVs Concert for Ukraine
The invasion of Ukraine led to a rapidly escalating
humanitarian crisis. UK broadcaster, ITV arranged a
concert to raise money for the UK’s Disasters Emergency
Committee (DEC) to support those impacted on-the-
ground in Ukraine and asked large brands for support.
In line with our core value to Do The Right Thing, Domino’s
developed a bespoke advert broadcast during the concert
which encouraged viewers to donate to the DEC rather
than ordering from Domino’s. Additionally, we facilitated
donations from customers through our Pennies.
Our advert was very well received with significant praise
across all social media channels for our involvement and
message. Through the Pennies fund raising initiative, we
also facilitated a donation of over £73,000 to the DEC.
Supporting charity partners
We have been a proud partner of the Teenage
Cancer Trust for seven years and in that time
haveraised over £6.5m. This amount was raised
through acombination of fundraising initiatives
bycolleaguesand franchise partners, as well as
customer donations through our micro-donation
partner, Pennies.
2022 saw colleagues and franchise partners
continue to show their commitment to the Teenage
Cancer Trust partnership with multiple fundraising
events and initiatives throughout the year.
This included: Our sponsorship of the Find Your
Sense Of Tumour Conference, marathon runs,
Triathlons and in-store menu deals.
For the past 18 years, we have also partnered with
Barretstown in the Republic of Ireland, who offer
free, specially designed camps and programmes for
children and their families living with a serious illness
– supported behind the scenes by 24-hour on-site
medical and nursing care. In 2022, Domino’s
sponsored the Barretstown Amazing Race for the
second year running – with a Domino’s team taking
home the winning cup.
In Northern Ireland, we have a 14-year partnership
with the Northern Ireland Children’s Hospice, who
care for babies, children and young people with
life-limiting or life-threatening conditions.
Partners Foundation
Established in April 2020 during the Covid-19
pandemic, The Domino’s UK & Ireland Partners
Foundation was created to support our colleagues in
times of hardship, crisis, or tragedy. The Foundation
is an independent entity and was granted charity
status in November 2020, it is overseen by an
eight-person Board of Trustees made up of franchise
partners and Domino’s colleagues.
From inception to the end of 2022, we have granted
£140,000 in total to over 60 team members and
colleagues in need. In 2022, we also expanded
Payroll Giving, the ability for colleagues to make
direct contributions to the Partner’s Foundation
fromtheir salaries to our supply chain centres and
corporate stores. This has provided the Foundation
with an additional source of income so it can
continue supporting team members.
We will continue to promote awareness of the
Partners Foundation across all teams and audiences
to further increase grant applications, simplify and
digitalise the grant application process, and provide
ongoing training for the Trustees of the Partners
Foundation to further develop their understanding
oftheir role.
Responding to world events
In March 2022, UK-broadcaster, ITV hosted a
concert to raise money for people affected by the
Russian invasion of Ukraine. Domino’s supported the
event with a bespoke advert calling on viewers to
donate to the Disasters Emergency Committee
rather than order a Domino’s pizza that evening.
The advert was well-received with many positive
responses on social media.
Continuing our journey
Our entire system will rally behind initiatives
designed to maintain or increase donations to our
national charity partners. Additionally, we will
work with to increase the funds available for our
Partners Foundation to enable them to continue
providing support to those colleagues facing
financial hardship.
OUR
COMMUNITIES
We believe it’s important
that businesses play
theirpart in the local
community. Domino’s is
committed to supporting
its national charity
partners as well as we
local causes in the
communities we are
proud to serve.
Key highlights
£6.5million raised for Teenage
Cancer Trust over 7 year
partnership
£140,000 granted by Partners
Foundation since its creation
to support colleagues facing
financial hardship
Advertising support provided
to ITV’s Concert for Ukraine
and donation made to
Disasters Emergency
Committee
Relevant SDG’s
45Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
GOVERNANCE
The Board and its
committees oversee our
sustainability efforts, set
strategic and financial
objectives, implement
robust risk management
frameworks, and
establish the ethical
standards we abide by.
In addition to new targets and focus areas, we also
introduced more robust governance around the
delivery of our work in this important area.
This includes:
Establishing a PLC Sustainability Committee,
chaired by Natalia Barsegiyan, one of our
non-executive directors;
Creating a Sustainability Steering Group,
comprising of relevant Leadership Team members;
Setting up working groups focused on delivering
against our sustainability targets
A Head of Communications and Sustainability was
appointed in 2022 to lead the development and
delivery of the Group’s sustainability work
For the first time, we have linked a proportion of
the Leadership Team bonus to the delivery of key
sustainability targets.
Working with franchise partners
We also ensure our commercial partners adhere to
agreed standards through a programme of audits
and other forms of assessments. While we provide
guidance, support, and tools on key processes and
policies for franchisees, they operate their teams
independently and are responsible for their own
policies and day-to-day business.
Anti-bribery and corruption
Our Anti-Bribery and Corruption Policy is shared
with all new suppliers and those undergoing a
contract review. If any supplier were to act in
contravention of the standards of this policy, their
contracts with Dominos could be terminated
immediately. We also have a separate Due
DiligencePolicy within the Anti-Bribery and
Corruption Policy that we use to assess the potential
risk of bribery in a new supplier, and the level of due
diligence required as a result. We have mandatory
training on compliance with our Anti-Bribery and
Corruption Policy.
Speak Up
Our Speak Up Policy encourages colleagues and
third parties to report any genuine concerns
regarding ethical misconduct and malpractice.
It also emphasises the Companys zero-tolerance
approach to detrimental treatment against anyone
who does raise concerns. We remain committed to
conducting business in an environment of openness
and transparency with integrity engrained in
everything we do. No reports relevant to the Speak
Up Policy were received in 2022.
We continue to provide access to an independent,
confidential reporting hotline available 24 hours,
7days a week to ensure that any matters of ethical
concern receive an independent investigation and
appropriate follow-up action.
Sustainability Accounting Standards
Board (‘SASB’)
In 2022 we made our second report against the
SASB framework. The SASB framework helps
businesses identify, manage and report on
financialaspects of sustainability consistently
andtransparently.
Continuing our journey
As we look to the future, we are excited by the
positive impact we can have as a business and
look forward to tracking and reporting our
progress through regular sustainability reports,
the first of which will be published later this year.
In early 2023, we plan to commission a second
phase of research among key audiences to assess
if we are focusing on the sustainability topics that
resonate with them. We believe this will help
shape our strategy as accelerate our progress
towards delivering a better future through food
people love.
Key highlights
10% of UK Leadership Team
bonus linked to delivery of
key sustainability targets
PLC Sustainability Committee
established chaired by
Non-Executive Director
Sustainability embedded
intothe business through
establishment of
Sustainability Steering
Groupand dedicated
Working Groups
SUSTAINABILITY
CONTINUED
46Domino’s Pizza Group plc | Annual Report & Accounts 2022
NON-FINANCIAL INFORMATION STATEMENT
In line with our commitment to upholding high standards of conduct
and compliance, we align our reporting to the Non-Financial Reporting
requirements of sections 414CA and 414CB set out in the
Companies Act 2006.
Required information Policies and due-diligence Coverage
Environmental matters Environmental policy See page 36
Employees Code of Conduct
Health and Safety Policy
Diversity Policy
Bullying, Harassment & Discrimination Policy
Gender Pay Gap Report
Learning and Development Policy
CEO Pay Ratio Reporting
See pages 34 and 112
Social matters Charity guidelines
Matched-giving guidelines
See page 45
Respect for human rights Data Protection Policy
Modern Slavery Statement
Human Rights Policy
Supplier Technical Manual
See page 44
Anti-corruption and bribery matters Anti-Bribery and Corruption Policy
Risk Management Policy
Criminal Finances Act Policy
Whistleblowing Policy
See page 46
Description of the business model See page 16
Principal risks and impact of business activity See pages 54 to 60
Non-financial key performance indicators See page 24
47Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
£98.9m
Underlying profit
before tax
This has been a successful first year following the
reset of the relationship with our franchise partners,
and we have delivered robust trading results despite
the impact of technology platform costs and have
increased our statutory profit after tax following
thedisposal of the International operations.
Edward Jamieson – Chief Financial Ocer
FINANCIAL HIGHLIGHTS
Underlying profit before tax of
£98.9m, down £15.0m from
FY21 asa result of costs
associated with digital platform
projects of £7.6m, lower
contribution from investments
of £3.1m and increased interest
charges of £4.9m.
Statutory profit after tax of
£81.6m, up from £78.3m as the
losses from discontinued
operations and non-underlying
costs from the prior period are
no longer recognised.
Free cash flow decreased by
£25.6m to an inflow of £79.0m,
asEBITDA generated was offset
byworking capital outflows as a
result of timing differences and
receivables increases, which are
expected to reverse or
normalise in2023.
Overall net debt increased by
£52.1m to £253.3m as a result of
the dividends, share buybacks
and capital expenditure as we
continue to invest in the
business, offset with cash
inflows from disposals.
Total dividend for FY22 of 10.0p
per share, with final dividend of
6.8p proposed to be paid on
11 May 2023.
48Domino’s Pizza Group plc | Annual Report & Accounts 2022
FINANCIAL REVIEW
2022 RESULTS
At 25 December
2022
£m
Reported
At 26 December
2021
£m
Reported
Group Revenue 600.3 560.8
Underlying EBIT before contribution of
investments 102.2 106.8
Contribution of investments 5.0 8.1
German associate contribution 2.6 5.0
Underlying EBIT 109.8 119.9
Underlying net finance costs (10.9) (6.0)
Underlying profit before tax 98.9 113.9
Underlying tax charge (17.3) (20.5)
Underlying profit after tax 81.6 93.4
Non-underlying items (2.7)
Profit after tax from continued operations 81.6 90.7
Loss from discontinued operations (12.4)
Statutory profit after tax 81.6 78.3
EBITDA reconciliation
Underlying EBITDA 130.1 136.4
Depreciation, amortisation and impairment (20.3) (16.5)
Underlying EBIT 109.8 119.9
We are pleased to have delivered robust financial performance in the
year, despite the costs incurred investing in the technology platforms.
Underlying EBIT decreased by £10.1m to £109.8m, of which £7.6m
relatesto the investment in our ecommerce platform and ERP
programmes, with the remainder due to lower contributions from
investments. Statutory profit after tax increased to £81.6m from
£78.3m,as the costs relating to non-underlying items and losses
fromthediscontinued International businesses from the prior
yearhaveended.
TECHNOLOGY PLATFORM COSTS
EBITDA
£m
Amortisation
and
impairment
£m
Profit
before
tax
£m
Capital
expenditure
£m
ERP (2.7) (0.8) (3.5)
eCommerce platform (2.5) (1.6) (4.1) (1.9)
Total (5.2) (2.4) ( 7.6) (1.9)
During the year, we commenced investment projects to develop and
implement two new cloud-based IT systems, an eCommerce
platform and an ERP system.
These projects will enable us to capture growth in the future and
drive further efficiencies. The eCommerce platform costs are part of
the growth investment framework agreed with our franchise partners
in December 2021.
The total costs recognised in underlying profit before tax relating to
these projects was £7.6m.
Within EBITDA, costs of £5.2m have been recognised, of which
£2.7m relates to the ERP, and £2.5m relates to the eCommerce
platform. These represent costs spent on development of these
assets, which are expensed through the income statement rather
than capitalised as intangible assets, as they relate to cloud
platforms. For the ERP, this represents the full spend on the project
in the year. For the eCommerce platform, this relates to the
percentage spent on the cloud-based element of the project.
An additional £1.9m has been recorded in capital expenditure
relating to the eCommerce platform.
Within amortisation, a total cost of £2.4m is recognised.
This consists of £0.8m relating to the ERP for accelerated
depreciation of the current platform, and £1.6m relating to the
eCommerce platform, of which £0.2m is accelerated depreciation
of the current platform and £1.4m is impairment of legacy assets
which are no longer considered useful.
49Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
REVENUE
Our key metric for measuring the revenue performance of the Group is
system sales, rather than our Group revenue. System sales are the total
sales to end customers through our network of stores, for both
franchise partners and corporate stores. Our Group revenue consists
offood and non-food sales to franchise partners, royalties paid by
franchise partners, contributions into the NAF and eCommerce funds,
rental income and end-customer sales in our corporate stores.
Within our Group revenue, the volatility of food wholesale prices,
together with the combination of different revenue items, means that
analysis of margin generated by the Group is less comparable than an
analysis based on system sales. We consider that system sales provide
a useful alternative analysis over time of the health and growth of
thebusiness.
Reported system sales in the period were £1,456m, down 2.8% due to
the change in VAT rate year-on-year. Excluding the change in the VAT
rate, like-for-like system sales were up 5.3%.
Reported Revenue
At 25 December
2022
£m
Reported
At 26 December
2021
£m
Reported
Supply Chain revenue 411.4 374.9
Royalty, rental & other revenue 80.5 80.0
Corporate Stores revenue 36.2 35.6
NAF & eCommerce 72.2 70.3
Total 600.3 560.8
Reported revenue increased by £39.5m to £600.3m, an increase of
7.0%, primarily driven by increases in supply chain revenue. This was
principally as a result of increased food costs, which are passed
through to our franchise partners.
Royalty, rental and other revenues primarily relate to the royalty
revenue we receive from our franchise partners based on a percentage
of system sales and rental income. This increased by £0.5m due to
additional short-term lease income of £1.0m, offset by a decrease
of£0.5m due to lower system sales on a reported basis.
Revenue for our directly operated corporate stores in London increased
by £0.6m. NAF and eCommerce revenues are recognised based on
costs incurred at nil profit and increased by £1.9m due to the timing
ofcosts recognised.
UNDERLYING EARNINGS BEFORE INTEREST
ANDTAXATION
Underlying EBIT decreased by £10.1m to £109.8m. This includes a
benefit of £2.1m relating to the sale of corporate stores, offset with
£7.6m of technology platform costs and £2.4m lower contribution
fromthe German Associate.
In December 2022, the Group completed the sale of 5 corporate stores
to an existing franchise partner resulting in a profit of £2.1m recognised
on the disposal.
As announced in the Q3 trading statement on 10 November 2022,
theGroup is committed to investing in our sustainable growth and
commenced two technology platform projects, an eCommerce
platform replacement and a new ERP system. The total cost incurred
for these projects in the year within EBIT is £7.6m, as explained
furtherabove.
The share of profits of our associate investment in Germany contributed
£2.6m in the period, £2.4m lower than FY21. On 10 November 2022, we
announced that we were exercising our option to sell our share in the
associate. As a result, we ceased accounting for our share of profits
from the exercise date, which, together with a lower trading
performance, leads to a decrease of £2.4m.
Excluding these items, Underlying EBIT decreased by £2.0m.
Stable trading performance of the Group was offset with costs
associated with the franchise partners resolution as we invest in
growthof the system and a £3.1m lower contribution from our
UK&Ireland Investments.
The contribution of our investments in the UK and Ireland decreased by
£3.1m. During the year, we recognised a fair valuation uplift on our
investment in Shorecal of £1.0m, which was £1.1m lower than the
valuation uplift recognised in FY21. The remaining £2.0m in decrease
year-on-year is as a result of a lower share of profits recognised from
our associates and investments, as increases in the overall cost base of
the operations and the reduction in VAT benefit year-on-year offset
stable revenue performance.
INTEREST
Net underlying finance costs in the period were £10.9m, an increase of
£4.9m. The Group successfully refinanced the existing revolving credit
facility in July with a facility limit of £200m and issued £200m private
placement notes at a fixed rate of 4.26%. The increase in the fixed
borrowing rate, together with the increase in variable rates under the
revolving credit facility, largely contributed to the increase, together
with an overall increase in net debt during the year.
50Domino’s Pizza Group plc | Annual Report & Accounts 2022
FINANCIAL REVIEW
CONTINUED
TAXATION
The underlying effective tax rate for 2022 was 17.5% (2021: 18.0%),
which is lower than the UK statutory rate due to the one-off impact of
adjustments to the prior year and the contribution of joint ventures,
associates and investments. The effective tax rate decreased by
0.5%largely due to the prior period impact on the deferred tax charge
of the rate change from 19% to 25% announced in 2021.
PROFIT AFTER TAX AND NON-UNDERLYING ITEMS
Underlying profit after tax from continuing operations was £81.6m,
adecrease from £93.4m in 2021 due to the decrease in EBIT,
decreasedcontribution of investments and increased interest charges
set out above.
As disclosed in the 2021 Annual Report, the Group no longer classifies
items as non-underlying. Following the completion of the disposals of
international operations in 2021, no loss from discontinued operations
has been recognised.
In 2021, non-underlying costs of £2.7m were recognised in relation
tothe reversionary share scheme, legal and professional fees
associated with the development of our long-term strategy and
marketaccess fee revaluations. In addition, discontinued operations
contributed to a loss of £12.4m primarily relating to the losses on
disposal of the international operations.
As these costs have not been incurred in the current period, this has
increased our statutory profit after tax from continuing and
discontinued operations to £81.6m in 2022 from £78.3m in 2021.
EARNINGS PER SHARE
Underlying basic EPS decreased to 18.8p from 20.3p principally as
aresult of the underlying profit decrease. Statutory basic EPS was
consistent with underlying basic EPS at 18.8p, an increase from 17.1p
in2021 as no further non-underlying or discontinued operations costs
were recognised.
We continue to be highly disciplined
in our application of the capital
allocation framework, and our asset-
light business model and free cash
flow generation means that we can
continue to invest in the business
todrive long-term growth
FREE CASH FLOW AND NET DEBT
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Underlying EBITDA 130.1 136.4
Discontinued operations EBITDA (0.7)
Add back non-cash items
– Contribution of investments (7.6 ) (13.1)
– Other non-cash items (1.3) 0.7
Working capital (1 7. 5) 11.2
IFRS 16 – net lease payments (6.3) (8.4)
Dividends received 5.1 3.8
Net interest (4.8) (4.0)
Corporation tax (18.7) (18.0)
Free cash flow before non-underlying cash
items 79.0 107.9
Non-underlying cash (3.3)
Free cash flow 79.0 104.6
Capex (19.7) (14.3)
Repayment from German associate 1.7 4.9
Market Access fee proceeds 8.6 6.4
Acquisitions (6.6)
Disposals 7.0 12.6
Dividends (43.8) (56.0)
Share transactions (84.9) (83.0)
Movement in net debt (52.1) (31.4)
Opening net debt (199.7) (171.8)
Movement in capitalised facility
arrangement fee (1.1)
Forex on net debt (0.4) 3.5
Closing net debt (253.3) (199.7)
Last 12 months net debt/Underlying
EBITDA ratio from continuing operations
(excl. IFRS 16) 2.06x 1.54x
Last 12 months net debt/Underlying
EBITDA ratio from continuing and
discontinued operations (excl. IFRS 16) 2.06x 1.57x
Net debt increased by £53.6m during the year, as free cash flow
generated of £79.0m was offset with capital expenditure of £19.7m
andreturns to shareholders through dividends of £43.8m and share
transactions of £84.9m.
Free cash flow is an inflow of £79.0m, a decrease of £25.6m on the
previous year. Underlying EBITDA was £130.1m, a decrease of £6.3m,
ofwhich £5.4m relates to investment in the eCommerce platform and
ERP programmes outlined above.
51Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
The Group experienced a working capital outflow of £17.5m (2021:
inflow of £11.2m). This was primarily due to higher debtors of £6.5m as a
result of increases in pricing and volumes in the final weeks of the year,
decreases in creditors of £5.8m as a result of the timing of creditor
payments which were accelerated around the year end date, an outflow
due to lower accruals of £5.1m as a result of lower payroll accruals and
higher accrued income balances.
In FY23 to date, £8m of the movement relating to creditors and accruals
has reversed as a cash inflow. We anticipate a net working capital inflow
for the full year.
Net IFRS 16 lease payments decreased in the period to £6.3m based
onthe timing of rental payments. Dividends received increased to
£5.1m from £3.8m, benefitting from a dividend received from our
investment in Shorecal of £2.2m and £2.9m from our other associates
and joint ventures.
Net interest payments of £4.8m increased from £4.0m as a result
oftheincreased interest charges on the debt following refinancing.
We expect this to increase next year due to the timing of interest
payments on the private placement loan notes, with the first six-
monthly payment paid in January 2023.
Capital expenditure increased to £19.7m from £14.3m, as we continued
our investment in the Group. Of this amount, £7.3m relates to the
development and expansion of our supply chain centre in Ireland and
£1.9m relates to the eCommerce platform investment.
In March 2022, the Group received the final instalment of the Market
Access Fee of £8.6m, relating to the performance of the German
associate in the 2021 calendar year. This is the final contracted payment
of the Market Access Fee.
Of the disposals cash inflows of £7.0m, £4.9m relates to the net cash
consideration from the sale of corporate stores and £3.3m relates to
thecompletion of the receipt of deferred consideration for the disposal
of the DP Shayban Limited joint venture in 2018. This is offset with
£1.2m relating to the final payments on the disposals of international
operations, which is now complete.
Of the £43.8m dividends paid in the year, £30.0m relates to the final
FY21 dividend paid in May 2021, and £13.8m relates to the interim
dividend paid in September 2022.
Of the share transactions cash outflow of £84.9m, £7.4m relates to
share purchases for the employee benefit trust, and £77.5m relates
tothe share buyback programme. This consists of £46m relating to
theshare buyback programme announced in March 2022, £20m
relating to the programme announced in August 2022 and £11.1m
relating to the £20m programme announced in November 2022,
together with £0.4m of stamp duty. The remaining outstanding balance
of the November 2022 programme of £8.9m remained outstanding
atthe period end and has subsequently been completed.
CAPITAL EMPLOYED AND BALANCE SHEET
At 25 December
2022
£m
At 26 December
2021
£m
Intangible assets 30.0 32.1
Property, plant and equipment 96.5 90.3
Investments, associates and joint ventures 36.7 64.8
Market Access Fee 8.7
Deferred consideration 0.3 3.3
Right-of-use assets 21.3 19.4
Net lease liabilities (23.4) (21.4)
Provisions (15.3) (16.3)
Working capital (27.9) (37.1)
Net debt (253.3) (199.7)
Tax (1.7) (2.7)
Share buyback obligations (8.9)
Held within assets and liabilities held for sale 32.9
Net liabilities (112.8) (58.6)
Intangible assets have decreased by £2.1m to £30.0m, as additions
of£10.3m on software assets were offset with amortisation and
impairment of £9.3m and disposals of acquired intangible assets
withthe sale of the five corporate stores of £3.1m.
Property, plant and equipment has increased by £6.2m to £96.5m
largely as a result of increased capital spend associated with the supply
chain centre in Ireland.
Investments, associates and joint ventures has decreased by £28.1m
primarily as the investment in our German associate has been
reclassified as an asset held for sale following the exercise of the put
option in November 2022.
Right-of-use assets have increased from £19.4m to £21.3m due to lease
additions for our supply chain centre in Ireland, and renewal of fleet
leases. The net lease liability has increased by £2.0m in line with
theseadditions.
Working capital has decreased by £9.2m to a net working capital
liability of £27.9m. This decrease is lower than the movement in free
cash flow due to increased interest accruals, and accruals and creditors
associated with capital expenditure which are included in the balance
sheet movement but excluded on a free cash flow basis.
Net debt has increased to £253.3m for the reasons set out in the free
cash flow section above. As set out above, there remains £8.9m of
outstanding share buyback obligation at the end of the year, which has
been subsequently completed.
52Domino’s Pizza Group plc | Annual Report & Accounts 2022
FINANCIAL REVIEW
CONTINUED
Following the decision to exercise the put option over our interest in the
German associate, the investment in the associate has been reclassified
as an asset held for sale of £32.9m, the book value at the date of
exercise. No further share of profit is recognised in relation to the
investment, and any profit recognised on the sale will occur when the
transaction is completed.
Total equity has decreased by £54.2m, to a net liability position of
£112.8m, primarily due to the dividend payments and share buybacks in
excess of the profit generated in the year. There are sufficient
distributable reserves in the standalone accounts of Domino’s Pizza
Group plc for the proposed dividend payment.
TREASURY MANAGEMENT
The Group successfully refinanced the existing revolving credit facility
in July 2022, and entered into a new unsecured multi-currency
revolving credit facility of £200m, expiring in July 2027, together with
the issuance of sterling-denominated private placement loan notes of
£200m, with a due date for repayment in July 2027.
The new unsecured multi-currency revolving credit facility incurs
interest at a margin over SONIA of between 185bps and 285bps
depending on leverage, plus a utilisation fee of between 0bps and
30bps of the aggregate amount of the outstanding loans.
The private placement loan notes incur interest at a fixed rate at 4.26%.
Interest is paid every six months.
The financial covenants under both new financing agreements are
consistent. These covenants relate to measurement of adjusted
EBITDAR against consolidated net finance charges (interest cover) and
adjusted EBITDA to net debt (leverage ratio) measured semi-annually
on a trailing 12-month basis at half year and year end. The interest cover
covenant under the terms of both agreements cannot be less than 1.5:1,
and leverage ratio cannot be more than 3:1. Figures used in the
calculation of both covenants exclude the impact of IFRS 16.
We ended the period with net debt of £253.3m, and net debt/EBITDA
ratio excluding the impact of IFRS 16 increased to 1.54x to 2.06x.
We monitor the leverage ratio continuously through the year, and is
integrated into the budget and forecasting process.
Underpinning treasury management is a robust Treasury Policy and
Strategy that aims to minimise financial risk. Foreign exchange
movement arising from transactional activity is reduced by either
agreeing fixed currency rates with suppliers or pre-purchasing the
currency spend.
53Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Despite ongoing challenges to global
supply chains, we maintained our
world-class ingredient availability
during 2022.
The business faces a wide range of risks on a
daily basis. The Board has undertaken a robust
assessment of what it believes are the
emerging and principal risks facing the Group,
including those that would threaten its
business model, future performance, solvency
or liquidity. The following tables summarise
these principal risks and how they are being
managed or mitigated.
The disclosed risks have been assessed on a
residual basis according to our current view of
the potential severity (being the combination
of impact and probability) on the basis that
existing controls are effective.
We have linked the risks to the strategic pillars
described on page 18. We consider that the
principal risks and uncertainties include all
known material risks which represent a threat
to the achievement of our strategic objectives.
We update our view of emerging risks and
opportunities on a quarterly basis via the
Executive Risk Committee, the results of
which are reported periodically to relevant
Board Committees. When considering
emerging threats, we look for factors which
may impact the Group in the medium-term
horizon; those risks with the potential to
increase rapidly in severity; or risks which
demonstrate an interconnectivity which, in
combination with actively controlled risks,
may amplify existing conditions. These
discussions typically focus on regulatory
matters, especially consultations and policy
reviews concerning public health; technological
change; competitor and market activity; and
environmental change. Our latest horizon
1st Line of Defence
Consisting of the Executive, the Leadership
team and functional management
Own risk registers, reviewed quarterly
Aim to mitigate risks within appetite
Implement and operate ongoing control
processes and activities
Measure, monitor and confirm effectiveness
of internal controls twice annually
Ensure compliance with legal and
regulatory requirements
2nd Line of Defence
Enacted via the Executive Risk Committee
Co-ordinate risk management activities
Maintain and develop internal control
and risk systems
Report on the effectiveness of systems
to the Audit Committee
Make recommendations on risk disclosures
to the Board
Provide specialist guidance to management
on risk and compliance including Information
Security, legal, ESG, and operational standards
3rd Line of Defence & other
Delivers an annual audit programme to
objectively assure the effectiveness of
internal control and risk mitigation
Monitor audit actions and commitments
React to issues and events requiring
independent assurance
External audit provides independent
assurance over statutory reporting
Other external parties provide assurance
and certification over regulatory
compliance e.g. food safety and transport
Risk management framework
Board responsibilities over risk and control
Ultimately responsible for the Group’s identification, assessment and
management of risk
Reviews emerging and principal risks at least twice annually
Delegates day-to-day scrutiny of internal control effectiveness and
riskmanagement systems to the Audit Committee
Ensures strategic decision-making is aligned to the Groups
risk appetite
Audit Committee responsibilities
Scrutinises the effectiveness of managements internal control
andriskmanagement systems
Oversees the relationship with the External Auditors and reviews
significant accounting issues or areas of judgement
Assesses the remit and adequacy of Internal Audit and other Group
assurance activities
Reviews regulatory and ethical compliance and procedures to
mitigatethe risks of fraud, bribery or corruption
The Board continues to identify, evaluate and monitor material risks facing the Group.
scanning has identified no further strategic
uncertainties that are not already included
within these principal risks. We do, however,
face a number of short-term challenges, which
we are closely monitoring and will consider
within our planning and reforecasting
processes. These relate to: global uncertainties
arising from the military conflict in Ukraine,
leading to specific challenges over the
availability of cereal grains and oilseed
products; a general risk of food commodity
price inflation; labour availability; and
consequences on consumer behaviour
resulting from a reduction in discretionary
income due to cost-of-living increases.
The environment in which we operate
continues to evolve: new risks may arise; the
potential impact of known risks may increase
or decrease; and/or our assessment of these
risks may change. The risks therefore
represent a snapshot of what the Board
believes are the principal risks and are not
anexhaustive list of all risks the Group faces.
54Domino’s Pizza Group plc | Annual Report & Accounts 2022
RISK MANAGEMENT
Risk description Mitigation Risk profile panel
Competitive pressures
The business faces strong competition from a range of competitors,
including those exploiting emerging technologies, food options,
delivery models, or innovative locations and formats.
Failure to stay relevant in the face of competition, through a lack
of new products or inappropriate new products, may lead to the
loss of customer and franchisee confidence. Additional risks may
arise from the potential inflexibility of the existing operational
platform to offer an enhanced product range. We may fail,
through ineffective promotion or lack of personalised and tailored
messaging, to communicate to customers the value from
available deals and offers.
Whereas in the recent past, the lack of national advertising and
promotions may have allowed our competition to target
customers with aggressive pricing strategies, last year’s
franchisee resolution now enables us to better deliver our
commercial strategy and offer a co-ordinated defence against
national competitors. Given this development, alongside a
backdrop of growing market share, this risk is deemed to remain
High but stable.
Despite our leading market share and enviable brand recognition,
the cost-of-living crisis forces us to focus even more on delivering
great value to our customers.
This risk has the potential to compromise our future performance
or, in an extreme scenario, even threaten the business model itself.
Management keeps consumers’ purchasing preferences
under continual review and adjusts menus in response to
these. We have implemented a calendar of new product
innovations to target core customers and attract back
lapsed accounts.
We and franchisees work together to constantly change
the mix of menu prices and local offers, supplemented by
national price-pointed offers. We have developed an offer
testing methodology to help determine the optimum
national price promotions to maximise appeal and
purchase intent. The success of our tactical Price Slice
promotion demonstrates the effectiveness of these
methodologies in amplifying our value message.
We continue to invest in and deploy new technology to
improve our already class-leading delivery service and to
maintain advantage over competitors. We have also
invested in innovative CRM technology that will enable us
to offer more personalised communications with
customers and help provide them with tailored
recommendations and discounts.
We continue to explore and develop opportunities
forincremental growth, as demonstrated by the
successfulintroduction of Domino’s products onto
theJust Eat platform.
Owner
Chief Marketing Officer
Residual risk
H M L
Risk direction
No change
Link to strategy
This risk was considered
inassessing long-term
viability.
1
Strategy key
Nobody delivers
likeDomino’s
Turbo-charge our
collection business
Amplify our product
quality and value
Uphold our industry-
leading economics
Model excellence
as a franchisor
OUR APPROACH
All businesses choose to take considered risks
in the expectation of earning a return for their
shareholders. The Board is clear on the risks
itseeks to take (or is prepared to face) within
the Group’s business model and the adopted
strategy, and also the risks it is not prepared
totake. The latter are avoided or eliminated,
as far as possible, or transferred to insurers.
Risk appetite is defined against each
categoryof strategic risk; for example, we
aimto tolerate no preventable risk with
regardto customer and colleague safety;
verylow levels of risk over regulatory
compliance; but accept some moderate risk
relating to our commercial activities,
consistent with our entrepreneurial values.
This considered attitude to risk helps us to
evaluate strategic initiatives and guides
business decision-making.
The Board is responsible for overseeing
managements activities in identifying,
evaluating and managing the current and
emerging risks facing the Group. Importantly,
we treat identifying and managing known and
emerging risks as an integral part of managing
the business. Principal risks are recorded in
the Group’s risk register and are regularly
reviewed and evaluated. Each risk has a
business owner, responsible for managing that
risk, implementing appropriate controls and
mitigating actions, and reporting on it to the
Executive Leadership team. In turn, the
principal risks are reported on to the Board.
As a sense-check on management’s actions,
the Board undertakes its own assessment of
principal risks in each year, which is then
integrated into the risk register. These known
risks are taken into account in developing the
Group’s strategy and business plans.
The Board identifies, evaluates and monitors
risks facing the Group and, during the year
under review, a particular focus was placed on
assessing the likely impact that each identified
risk could have on the business.
55Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Risk description Mitigation Risk profile panel
Franchisee relationships
Having experienced a number of years of challenges in our
relationship, last year, we were pleased to announce a resolution
with franchisees. The resolution unlocks significant latent
potential which we believe will lead to greater long-term growth,
enhanced innovation and service for customers, and enhanced
value creation for all stakeholders in the Dominos system.
The key risks arising from a potentially frictional relationship with
franchisees relate to a failure to optimise growth opportunities;
failing to counter aggressive competitor pricing through a lack
ofnational deals; and a failure to incentivise investment (from all
parties) through insufficiently attractive franchise economics.
These risks have the potential to affect our future performance.
The resolution with franchisees continues to deliver
amutually beneficial agreement to deliver enhanced
long-term growth and strengthened innovation and
servicefor customers.
2022 has demonstrated the strength of the resolution
through continued franchisee investment in store openings
and a strong pipeline of future stores; participation in
national deals; and support for enabling new technologies
and product innovation. In turn, Domino’s is delivering
anew Ecommerce platform; is investing in digital
capabilities; and is working to uphold attractive
franchiseeconomics.
We have also continued developing the Home Grown
Heroes initiative, an exciting programme offering current
and former Domino’s team members the opportunity to own
a Domino’s store and become part of the franchise system.
During 2022, we welcomed our fourth such franchisee.
Relationships with franchisees continue to be managed by
the CEO, CFO and wider Executive Leadership team of the
Group. These relationships will continue to receive a high
level of attention to avoid a recurrence of past difficulties,
both during the term of this three-year resolution
andbeyond.
Owner
Chief Executive Officer
Residual risk
H M L
Risk direction
No change
Link to strategy
This risk was considered
inassessing long-term
viability.
Supply chain – Failure of a key raw material or equipment supplier
The business relies on a number of third-party suppliers, with
asmall amount representing the sole source of an ingredient.
The Group would be vulnerable if a supplier decided to cease
trading, suffered a major cyber security incident, had a major
interruption or food safety incident, or was responsible for an
ethical or compliance breach of such severity that the Group
would no longer trade with it.
We source approximately 40% of our ingredients from overseas,
mostly from the EU but also some products from the Far East.
During 2022, the post-Brexit transitional concessions on customs
procedures ceased, with full customs controls now applying.
Various additional pre-notifications, checks and controls were
also introduced for imports of regulated plant products, and meat
products and dairy products from the EU.
Additional administration can add friction to cross-border
goodsmovements and impact lead times and/or supplier
deliveryperformance.
This risk may have an acute impact for a limited time.
We already dual source the majority of our key ingredients
and, for the small number where this is not practicable,
mitigate risk by moving to multiple supply sites.
Suppliers are selected through competitive tendering
andappropriate due diligence processes. The economic
viability and cyber security posture of their businesses are
kept under regular review to identify adverse changes to
supplier vulnerability. We audit supply chain resilience and
supplier compliance with agreed standards, and hold
buffer stock, where possible, in the supply chain to
mitigate potential fluctuations in product availability
andlead times.
Owner
Supply Chain Director
Residual risk
H M L
Risk direction
No change
Link to strategy
This risk was considered
inassessing long-term
viability.
2
3
Strategy key
Nobody delivers
likeDomino’s
Turbo-charge our
collection business
Amplify our product
quality and value
Uphold our industry-
leading economics
Model excellence
as a franchisor
56
Domino’s Pizza Group plc | Annual Report & Accounts 2022
RISK MANAGEMENT
Risk description Mitigation Risk profile panel
Supply chain – Catastrophic failure of one or more of the Domino’s UK SCCs
We distribute both the fresh dough we manufacture ourselves
and third-party pizza sauce, cheese, toppings, sides and boxes to
our stores as well as other equipment and supplies. A loss of more
than one dough production line or loss of an SCC, for example,
through a major break down, cyber security or major IT/OT
incident, would require urgent contingency arrangements to be
made wherever possible.
In common with many companies, we have experienced
challenges in our supply chain during 2022. Imbalances in global
sea freight capacity and demand have not only increased the costs
of importing products, but also reduced certainty over supply.
Due to the prolonged impacts of Covid-19 and the military conflict
in Ukraine, we perceive that global supply chains remain vulnerable
to further shock or unexpected adverse events. As such, whilst we
have some greater confidence over ingredient availability in 2023,
we remain alert to the risk of disruption.
These risks, if prolonged, could have a potentially significant
impact on financial performance and resilience.
Domino’s currently operates three UK SCCs and one in
Ireland. Each SCC operates efficiently, but at utilisation
levels that provide capacity for the loss or unavailability of
any single production line in the very short term. In 2023,
during the peak period, should there be a total loss of
production capacity at either West Ashland or Warrington,
we would be able to serve 82% of dough orders on a peak
day in a peak week. Deliveries of ingredients, usually
distributed to stores via our SCCs, would, in the event of
theloss of one or more SCC, require use of third-party cold
storage facilities.
Continuing from 2022, we have tactically increased stock
holdings of critical products, where product shelf-life and
availability have allowed. We will continue to periodically
evaluate the costs vs. the risk mitigation of this elevated
stock holding. Consequently, we maintained world-class
levels of ingredient availability to our franchisees during
2022, at over 99.9%.
During 2022, we invested further in our supply chain
network, with the launch of the new South West Cross
Dock facility in Avonmouth and the expansion of our
existing manufacturing site in Naas, Ireland. Both of these
investments are expected to improve productivity, network
efficiency and resilience, with the first phase of the Naas
improvements scheduled to be completed in 2023.
Owner
Supply Chain Director
Residual risk
H M L
Risk direction
No change
Link to strategy
This risk was considered
inassessing long-term
viability.
Food safety
There is the risk of contamination in either the fresh dough we
produce at the Group’s SCCs, or in the pizza toppings and other
ingredients we distribute to our stores. Any failures may impact
thebrand and our customers in the UK & Ireland.
A decline in store standards may lead to reduced food quality and
adecline in customer satisfaction.
If this risk materialised, it could have a significant short-term impact
on performance and liquidity. Longer-term reputational impact
could affect viability.
The business has an established and rigorous regime of
standards and food safety checks, with each of the SCCs
accredited to the internationally recognised food safety
standard FSSC 22000. Adherence to our constantly
evolving standards, codes of practice and food safety
management systems in our SCCs is regularly audited
byour technical team. Compliance with Domino’s
globalstandards is audited annually by Domino’s
PizzaInternational.
Early warning systems are in place across the supply chain
to log, review, investigate and act upon issues which may
impact food safety or quality. Stores operate to clearly
defined standards and policies, periodically verified by
operational evaluation processes and third-party food
safety evaluations to audit areas such as food storage and
handling, product quality, safety and store condition.
Franchisees are financially incentivised to maintain a
minimum score on evaluations.
Owner
Supply Chain Director
Residual risk
H M L
Risk direction
No change
Link to strategy
This risk was considered
inassessing long-term
viability.
4
5
57Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Risk description Mitigation Risk profile panel
eCommerce and mobile platform availability
Approximately 90% of sales are through digital channels. There is
significant reliance on third-party data centres and IT teams for
hosting the platform, and on both internal and third-party
development resource for our applications.
Loss of platform or application availability or integrity would result
in a short-term impact on commercial performance, including
potential loss of customer confidence in the platform and/or
mobile App. This loss of customer goodwill and revenue could
havelonger-term consequences for customer confidence in the
Domino’s brand. It may also negatively impact franchisee
relationships if they lose confidence in the resilience and security
of the platform.
Alongside third-party risks, application development and
infrastructure availability risks, there also exists a significant cyber
security risk. As we become increasingly reliant on internet trade,
we also find ourselves operating in an ever increasing and
sophisticated cyber threat landscape, where ransomware, data
breaches and targeted advanced cyber attacks are becoming more
commonplace.
These risks could have some impact on future performance
duringthe downtime period and could cause wider brand
perception issues.
Strong controls at an IT level are in place to protect the
platform availability, through data centre replication,
clustering and other IT-reliant architecture methods.
There exists a good level of control with respect to
monitoring platform availability and performance; however,
we are constantly reviewing the effectiveness of our
controls and improving them wherever gaps are identified.
We are building a strategic, risk-based security
management framework and will continue to invest
appropriately in the further development of security
controls to better protect the platform from both known
and unknown threats. Whilst we are not complacent about
the inevitable emergence of advanced, novel cyber attacks,
we have increasing confidence that investment in our
security controls framework has delivered a maturing level
of threat preparedness. Consequently, the severity of this
risk is not deemed to have materially changed in the year.
Cyber risk appears regularly on the Board and Audit
Committee agendas, and management reviews the
performance of IT infrastructure on a continual basis.
We are in the process of re-platforming our Ecommerce
system from our existing solution to a new third-party cloud
solution. This investment will deliver a more resilient service
as well as the agility to deliver against our digital ambitions.
These are currently constrained due to the inflexibility of
ourcurrent system’s monolithic architecture.
Owner
Chief Information Officer
Residual risk
H M L
Risk direction
No change
Link to strategy
This risk was considered in
assessing long-term
viability.
Loss of personal data relating to customers, employees or others; loss of corporate data
For ease of use, our online ordering systems hold some customer
data, the loss of which (whether accidental or as a result of
unauthorised intrusion) would cause disruption and cost to the
Group. In addition, the Group’s own data on employees, partners
and suppliers is exposed to the same risks of loss.
For certain customer and order data, we act as joint controllers
alongside our franchisees. These arrangements are summarised
inour Joint Controller Statement, available on our main
tradingwebsite.
We note the continuing enforcement action taken by Supervisory
Authorities against organisations failing to meet their information
rights obligations. The risk of financial penalty for a data breach in
our sector remains significant whether imposed by the regulator or
awarded by the courts.
These risks have the potential to compromise our future
performance. In an extreme scenario, the reputational damage
could possibly threaten the business model if we suffered a total
loss of consumer confidence.
Cyber security, a key mitigation against data loss risk,
appears on the Board and Audit Committee agendas on a
regular basis, and management keeps the security of data
under its ownership or control under continual review.
The technical mitigations in place to protect our Group’s
Ecommerce systems from malicious attack are also relevant
to this risk. A description of mitigations in place against that
risk is included in the above risk. We have assessed the net
risk severity of a cyber breach affecting availability of our
online systems and continue to rate this as Medium/High.
Our investment in threat preparedness should limit the
likelihood of a data breach affecting other corporate
systems and associated data.
We have a comprehensive compliance programme in place
for GDPR, including mandatory training for employees.
Further actions have been taken to review data retention
and document storage policies. We have re-confirmed the
processes in place to regularly cleanse key customer and
corporate data sets, to ensure ongoing compliance with
these retention policies and with any commitments made in
our customer privacy notices. Franchisees are trained in
their obligations in respect of personal data and are
required to train their staff appropriately.
Owner
Chief Finance Officer
Residual risk
H M L
Risk direction
No change
Link to strategy
This risk was considered
inassessing long-term
viability.
6
7
Strategy key
Nobody delivers
likeDomino’s
Turbo-charge our
collection business
Amplify our product
quality and value
Uphold our industry-
leading economics
Model excellence
as a franchisor
58
Domino’s Pizza Group plc | Annual Report & Accounts 2022
RISK MANAGEMENT
Risk description Mitigation Risk profile panel
Climate change
Climate change poses commercial and operational risks which
include possible impacts on the cost or availability of some of our
ingredients which are high intensity in terms of land or water
usage, or carbon footprint. Where sourced from geographic
regions most vulnerable to chronic or acute climate effects, yield,
productivity or even crop viability may affect the availability of
essential ingredients. We recognise that consumer preference may
move increasingly away from meat and dairy products towards
plant-based alternatives, both due to ethical and sustainability
concerns from our customers. Operationally, the design of
distribution networks and types of transport modes used by
Domino’s and our suppliers will need to adapt to lower carbon
technologies expected to be mandated in the medium term by
newregulatory requirements.
Opportunities arising from climate change include self-help
initiatives to reduce our Scope 1 and 2 emissions through energy
efficiency, lower carbon energy mix and micro-generation at our
locations. We also see opportunities in our ability to adapt our core
products to include meat-free alternatives, as demonstrated by the
popular range of vegetarian and vegan menu choices already
available to our customers.
This risk has the potential to compromise our future performance
or, in an extreme scenario, even threaten the business model itself.
Full disclosure of our response to climate challenges and our
progress against TCFD reporting requirements is provided in the
Sustainability section of the Strategic report, on pages 30 to 46.
We have established a climate risks and opportunities
register which is embedded into our enterprise risk
management processes and reviewed on a quarterly basis.
These risk processes are regularly reviewed by the Audit
Committee. Ownership of the mitigation and management
of climate risks rests with the Board, overseen by the
established Sustainability Committee, which will consider
and review a range of climate change and other
sustainability topics. A Sustainability Steering Group is
chaired by the Chief Executive, who retains day-to-day
responsibility for managing climate issues.
We have made SBTi-validated commitments to materially
reduce Scope 1 and Scope 2 emissions by 2031, and to
achieve net zero by 2050. Decarbonisation working groups
have been established to identify and realise ways of
delivering against these targets. Activity is planned for
2023 and beyond to refine our initial scenario modelling, as
well as further integrating climate risks and opportunities
into the Group’s strategic planning.
Owner
Chief Executive Officer
Residual risk
H M L
Risk direction
No change
Link to strategy
This risk was considered
inassessing long-term
viability.
Public Health Debate
This risk relates to a potential inability to react to changes in the
health debate and public desire for healthier food. As society’s
expectations evolve, and governments act on public health
concerns, we may need to change the products we offer and our
approach to marketing.
Whilst we comply with existing transparency requirements to
provide nutritional information and suggested serving sizes for
over 1,000 pizza and sides options, there is a risk that targets,
guidelines or disclosures on nutritional content could become
more stringent or mandated. We have been working with
suppliers to develop new products, and modifications to existing
recipes, to respond to changing requirements. There is also a risk
that the UK & Irish levies on sugar in soft drinks could be
extended to apply to other products.
Following the 2021 consultation on restrictions to the online
advertising of foods high in fat, salt and sugar (HFSS), legislation
to enact the outcomes of that consultation, the Health and Care
Act 2022, received Royal Assent in April 2022. The provisions in
the Act restricting the advertising of HFSS foods before a 9pm TV
watershed and via paid-for online channels will not be
implemented until 1 October 2025, allowing affected sectors
some time to adapt. Paid-for advertising and marketing of brands
that do not feature HFSS products remain permitted.
This risk has the potential to compromise our future performance
or, in an extreme scenario, even threaten the business model itself.
Management keeps consumers’ purchasing preferences
under continual review and adjusts menus in response to
these, as illustrated by our growing range of vegan pizzas
and sides. We also engage, appropriately, with the
government on the public health debate to ensure that our
views are understood by policy makers and influencers.
We work with suppliers to ensure new and existing product
development is in line with new targets around fat, salt and
sugar content, and have in place an updated food
philosophy document which is used to provide strategic
direction on new and existing product development.
Whilst acknowledging that the future implementation
oftheHFSS provisions of the Health and Care Act 2022
willrequire considerable adaptation by the sector, we are
confident we can effectively market Domino’s brands and
products to our customers whilst remaining fully compliant
with its requirements. We will continue to invest in brand
marketing, which has been successful to date, and
additional investment in our digital capability will enable
greater personalisation of marketing, especially via our
award-winning App. Given these factors, we consider that
the severity of this risk remains Medium.
Owner
Chief Marketing Officer
Residual risk
H M L
Risk direction
No change
Link to strategy
This risk was considered
inassessing long-term
viability.
8
9
59Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Risk description Mitigation Risk profile panel
People-related risks
The business is dependent on key individuals (either at Executive
level or in relation to specialist skills or volume of roles required),
possibly exacerbated by a failure to always retain the skills and
experienced people it needs.
A range of factors have contributed to labour challenges during
2022 and are expected to persist in the short term. These include
the migration of labour from the UK due to post-Brexit
consequences; specific shortages in key roles and skills, such as
qualified large goods vehicle drivers, but also specialist IT and
digital marketing skills; and a general increase in competition for
skilled labour from direct competitors, other sector participants
or online retailers. These effects have an impact upon both the
Group and our franchisees, with some labour availability issues
particularly affecting supply chain employees, in-store colleagues
and store delivery drivers. We are affected generally by the
current inflationary climate and its impact on wage demands
byboth existing colleagues and new hires.
Despite the operational challenges noted above, risk at an
Executive level is reducing as disruption to the continuity and
composition of the Board and executives experienced in 2019 and
early 2020 has now been addressed through the appointment of
new Executive and Non-executive Directors. These appointments
are fully described on page 6.
These risks could have some impact on future performance,
foralimited time.
The Board considers succession planning on a regular
basis, with an objective of developing multiple potential
successors in key roles. Contingency plans are being
developed which could be implemented on a short-term
basis should we suddenly lose a key Executive.
There continues to be considerable work undertaken to
improve the HR operating model to establish more robust
processes for talent management and succession
planning. People planning sessions are held at all levels
within the organisation to utilise better the skills pool,
driveperformance, and identify and develop successors
for key roles.
We continue to work hard, both for ourselves and our
franchisees, to promote Domino’s as a great place to work
and have enhanced recruitment advertising through all
available channels. We continue to offer attractive reward
packages to employees including, where necessary,
specific retention incentives for individually critical
employees. We offer a range of opportunities for
colleagues to share in the success of the Company through
share ownership.
We are ensuring our fleet mix is flexible in response to
driver availability, including using smaller vehicles where
practical. We are also putting in place a “warehouse-to-
wheels” initiative which provides opportunity, support and
training for SCC colleagues wishing to pursue a career as
aqualified large goods vehicle driver. In support of peak
trading around the World Cup, we launched a successful
national recruitment campaign to attract delivery drivers
and riders, introducing these applicants to relevant
opportunities with our franchisees.
We remain confident that Dominos is seen as a high-profile
brand and attractive employer of choice.
Owner
People Director
Residual risk
H M L
Risk direction
No change
Link to strategy
10
Strategy key
Nobody delivers
likeDomino’s
Turbo-charge our
collection business
Amplify our product
quality and value
Uphold our industry-
leading economics
Model excellence
as a franchisor
60
Domino’s Pizza Group plc | Annual Report & Accounts 2022
RISK MANAGEMENT
THE GROUP’S CURRENT POSITION
The Group’s core UK & Ireland business model
has been shown to be solid since it was
formed. We operate under what is effectively
a perpetual Master Franchise Agreement
(‘MFA), so the business model is long term.
The Group’s strategy and business model,
which is explained on pages 16 to 23, is well
established and we have a market-leading
position in the UK & Ireland, having
successfully exploited the emergence of
eCommerce as a sales channel.
We continue to open new stores in the UK &
Ireland and have demonstrated good growth in
system sales, like-for-like sales and profitability
in our core business over many years, with high
rates of converting operating profit to cash.
At 25 December 2022, the Group has net debt
of £253.3m and has committed debt facilities
of £400m.
The Group successfully refinanced the existing
revolving credit facility during the year and
entered into a new unsecured multi-currency
revolving credit facility of £200m, expiring in
July 2027, and the issuance of Sterling-
denominated private placement loan notes of
£200m, with a due date for repayment in July
2027 of which £113.4m was undrawn and has
cash funds of £30.4m.
OUR STRATEGIC PLANNING PROCESS
The CEO, supported by the Executive
Leadership team, is responsible for the Groups
strategic planning process. This starts with an
annual strategy review, which is informed by
both in-house monitoring of market trends and
developments, and external market research.
Following this review, an initial strategic plan is
drafted, including a detailed financial model.
The Board reviews and challenges the draft
plan, utilising their experience, market insight
and knowledge of the financial, technical and
human resources available to the Group.
LONG-TERM VIABILITY STATEMENT
In accordance with the UK Corporate
Governance Code, the Directors have assessed
the long-term viability of the Group over the
period to December 2025. The strategic plan is
prepared on a five-year basis, but both
management and the Board are conscious that
the Group operates in a fast-moving
environment. The viability assessment is
performed over a three year period as there is
greater certainty of cash flows associated with
the Groups performance-related revenue.
The assessment has been based on the Group’s
strategic plan, balance sheet position, agreed
financing and financial modelling of the
strategic, operational and emerging risks
discussed in the Risk Management section of
the strategic report. The Directors of the Group
have considered the future position based on
current trading and a number of potential
downside scenarios which may occur, either
through further supply chain related impacts,
general economic uncertainty or other risks.
This assessment has considered the overall
level of Group borrowings and covenant
requirements, the flexibility of the Group to
react to changing market conditions and the
ability to appropriately manage any business
risks, as has been demonstrated by the Group’s
reaction to emerging supply chain-related risks
over the period.
In stress testing the Group’s viability, the
Directors have assessed the impact of events
occurring in isolation and in combination, as
may occur in certain scenarios. The Directors
have also considered what mitigating
capitalmanagement actions could be taken
inresponse.
The following risks were modelled as part of
the stress testing performed:
a downside impact of economic uncertainty
and other sales related risks over the forecast
period, reflected in sales performance, with a
c.5% reduction in LFL sales compared to
budget and the impact of a reduction of new
store openings to half of their forecast levels.
These impacts link to the risks highlighted on
competitive pressures, Food safety and
Franchisee relationships;
a further reduction in sales of c.2.5%-3%
from 2023 to account for the potential
impact of the risks related to the public
health debate;
future potential disruptions to the supply
chain of the Group, including IT and supply
disruptions within our SCCs impacting our
ability to supply stores or for our stores to
trade at normal levels, as highlighted in the
supply chain disruption and eCommerce and
mobile platform risks;
additional costs as a result of increases in
utility costs; and
a significant unexpected increase in the
impact of climate change on delivery costs.
Further scenario modelling was performed by
considering the following additional ‘severe but
plausible’ risks:
a disruption to one of our key suppliers
impacting our supply chain over a period of
four weeks whilst alternative sourcing is
secured; and
the impact of a potential data breach in 2024.
CONCLUSION
In each of the scenarios modelled, there
remains significant cash headroom on the debt
facilities. Under a scenario where all the risks,
including the ‘severe but plausible’ risks, were
to occur simultaneously, the Group would
breach its leverage covenants. The Board has a
mitigation action available in the form of a
reduction of dividends to shareholders and
share buybacks which would prevent a breach.
Reverse stress testing has also been
performed, which is a materially worse
scenario than the combinations described in
the scenarios above, which concluded that the
Group’s currently agreed financing could only
be breached if a highly unlikely combination of
scenarios resulted in a material annual
reduction in system sales greater than 21%,
assuming no fixed cost reduction. We do not
consider this plausible.
The Group’s compliance with the terms of its UK
& Ireland MFA is of fundamental importance to
its business model and viability. MFA targets
have been agreed for a 10 year period starting in
2016 and the Group is currently on track with
those targets. It is considered highly improbable
that the Group’s MFA would be terminated in
the period under review.
Following their assessment, the Directors have
a reasonable expectation that the Group will be
able to continue to operate and meet its
liabilities as they fall due over the period to
December 2025.
The Directors also consider it appropriate to
prepare the financial statements on the going
concern basis as explained in the basis of
preparation paragraph in note 2 to the
financialstatements.
STRATEGIC REPORT
Signed on behalf of the Board
Elias Diaz Sese
Interim Chief Executive Officer
8 March 2023
61Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
VIABILITY STATEMENT
The Board of Directors
are responsible for
determining the overall
strategy of the Group.
The structure of the
Board and the integrity
ofthe individual
Directors ensures that
no single individual or
group dominates the
decision-making
process.
Matt Shattock
Chair
Matt was appointed to
theBoard as Chair on
16 March 2020.
Nationality: American
Experience: Matt joined
Beam, the world’s third-
largest premium spirits
company, in March 2009 as
President and CEO, and led
the company’s successful
growth-strategy transformation
and subsequent transition to
become a standalone public
company in 2011. He then led
the integration of the Beam
and Suntory spirits businesses
following Beam’s acquisition
by Suntory in 2014. Matt
served as non-executive
Chairman of Beam Suntory
Inc. until December 2020.
Prior to joining Beam, he spent
six years at Cadbury plc,
where he led its businesses in
The Americas and then in the
Europe, Middle East and Africa
region. Prior to Cadbury, he
spent 16 years at Unilever in
various leadership roles,
culminating in his role as Chief
Operating Ocer of Unilever
Best Foods North America.
Matt is an experienced
Chairman and has a
demonstrable track record
ofstrong leadership and of
driving sustained value-
creation through building
innovative brands and
operational excellence.
Other appointments: Matt is
currently the Independent
Chair of The Clorox Company
and a non-executive director
of VF Corporation.
Elias Diaz Sese
Chief Executive Officer
(interim)
Elias was appointed to the
Board in October 2019 and
has been appointed as Chief
Executive Officer on an
interim basis from 10 October
2022.
Nationality: Spanish
Experience: Elias has over 20
years’ experience of leading
developing global consumer
foods brands and teams all
over the world (Europe,
Middle East, Asia Pacic and
North America). He most
recently led the Kraft Heinz
turnaround in UK, Ireland &
Nordics as President for
Northern Europe. Prior to
that he spent 15 years with
Restaurant Brands
International in various roles,
which included CEO of Tim
Hortons, President Asia
Pacic for Burger King and
SVP Franchise & Emerging
Markets Europe, Middle East
& Africa also for Burger King.
Elias is a co-founder of
Popeyes in the UK as well as
an Investor and Director in
Restaurant Brands Iberia
(Burger King, Popeyes and
Tim Hortons in Spain and
Portugal).
Other appointments: None
Ian Bull
Senior Independent
Director
Ian was appointed to the
Board in April 2019 and was
appointed as the Senior
Independent Director on
9 September 2019.
Nationality: British
Experience: Ian is a Fellow
ofthe Chartered Institute of
Management Accountants
and has over 30 years’
nancial experience with a
variety of businesses across
arange of sectors. He was
previously Group Finance
Director of Greene King plc,
Chief Financial Ocer at
Ladbrokes plc, and was most
recently Chief Financial
Ocer of Parkdean Resorts
Group. His nance career
included the Walt Disney
Company, Whitbread plc and
BT Group. Ian was formerly
anon-executive Director of
Paypoint Ltd, Chair of
Lookers plc and Senior
Independent Director and
Audit Committee Chair of St.
Modwen Properties plc.
Other appointments: Ian is
currently a non-executive
Director and Audit
Committee Chair of Dunelm
Group plc.
Natalia Barsegiyan
Non-executive Director
Natalia joined the Board in
September 2020 and was
appointed as Chair of the
Sustainability Committee on
30 November 2021.
Nationality: French
Experience: Prior to joining
Domino’s, Natalia spent 14
years at Yum! Brands, Inc.
where she held various senior
positions, including Chief
Financial Ocer at Taco Bell,
Chief Commercial Ocer of
Yum! Brands and General
Manager of Pizza Hut Europe.
Natalia was born in Ukraine
and has worked in a wide
range of countries. She
started her career at SFAT
Transportation Services
before progressing to roles at
Unertek Engineering, Ford
Motor Company and Rosinter
Restaurants Holding.
Other appointments: Natalia
is currently a non-executive
Director of Mediclinic
International plc and a
member of their Audit and
Risk Committees.
C Committee Chair
A Audit Committee
N Nomination & Governance
Committee
R Remuneration Committee
S Sustainability Committee
Membership key
A
N
R A
N
R
SN
R S
62Domino’s Pizza Group plc | Annual Report & Accounts 2022
BOARD OF DIRECTORS
Tracy Corrigan
Non-executive Director
Tracy was appointed to the
Board on 5 May 2022.
Nationality: British
Experience: Tracy was Chief
Strategy Ocer of Dow
Jones from 2014 until 2020
and previously held senior
positions at the Wall Street
Journal, including Editor in
Chief, Europe. She has
headed news websites, WSJ.
com and FT.com. Among
other roles in journalism,
shewas the Editor of the
Financial Times’ Lex
Columnand a columnist at
the Daily Telegraph.
Other appointments: Tracy
is currently a non executive
director of Direct Line Group
plc and Barclays Bank UK plc.
She is also a non-executive
director of The Scott Trust,
the ultimate parent company
of Guardian Media Group
plc, and chair of The Scott
Trust’s Investment
Committee.
Stella David
Non-executive Director
Stella was appointed to the
Board on 23 February 2021,
was appointed Chair of the
Remuneration Committee on
2 August 2021 and became
the designated Director for
workforce engagement on
30 November 2021.
Nationality: British
Experience: Stella was the
Chief Executive Ocer of
William Grant & Sons from
2009 until 2016 when she
decided to focus on a
non-executive portfolio. At
Grant’s she led the business to
rapid growth, with a focus on
building their premium brands,
expansion into new markets,
and numerous acquisitions and
innovations. Prior to this she
worked for Bacardi Ltd., where
she held a variety of executive
positions, including CEO of the
UK and Global Chief
Marketing Ocer. Stella
served as a non-executive
Director of the Nationwide
Building Society for seven
years, where she was chair of
its Remuneration Committee
for ve years, and as Chair of
C&J Clark Limited. Stella
recently retired from the Board
of HomeServe plc, where she
served for twelve years in roles
including Chair of the
Remuneration Committee,
Senior Independent Director,
and Chair of the People
Committee.
Other appointments: Stella is
currently a non-executive
Director of Norwegian Cruise
Line Holdings Ltd and she is
the Senior Independent
Director of Entain plc. Stella is
also non-executive Chair of
Vue International and a
non-executive director of
Bacardi ltd., both of which are
privately owned businesses.
Lynn Fordham
Non-executive Director
Lynn was appointed to the
Board in September 2020.
Lynn was appointed as Chair
of the Audit Committee on
30 November 2021.
Nationality: British
Experience: Lynn was most
recently Managing Partner of
private capital rm
Larchpoint Capital LLP, a
position she held between
June 2017 and February 2021.
Prior to joining Larchpoint,
Lynn was CEO of SVG Capital
plc for nine years and before
that held senior nance, risk
and strategy positions at
Barratt Developments plc,
BAA plc, Boots plc, ED&F
Man plc, BAT Plc and Mobil
Oil. Lynn spent seven years
on the Board of brewer and
pub operator Fuller, Smith &
Turner plc where she also
chaired the Audit Committee
and was a member of the
Remuneration and
Nominations Committees.
Asa non-executive, she was
aSupervisory Board Member
of Varo Energy BV and is
currently Chair of RMA-The
Royal Marines Charity.
Other appointments: Lynn is
currently a non-executive
Director and Chair of the
Audit and Risk Committees at
Caledonia Investments plc,
Ennium Group plc and NCC
Group plc.
Edward Jamieson
Chief Financial Officer
Edward joined the Board as
Chief Financial Officer in
October 2022.
Nationality: British
Experience: Prior to joining
Domino’s, Edward served as
Regional Finance Director UK
& Ireland at Just Eat
Takeaway plc (Just Eat),
successfully leading the
business through substantial
growth and transformational
change since 2018. Prior to
Just Eat, Edward held a range
of senior nance roles at
Aggreko plc, Amazon Inc,
and Diageo plc. He is a
Chartered Accountant.
Other appointments: None.
Usman Nabi
Non-executive Director
Usman was appointed to the
Board in November 2019
Nationality: American
Experience: Usman is the
Founder, Managing Partner
and Chief Investment Ocer
of Browning West LP. Prior to
founding Browning West,
Usman held various roles at H
Partners, Perry Capital, The
Carlyle Group, and Lazard
Freres. Usman has also
beena Director of Six Flags
Entertainment Corp.
andTempur Sealy
International Inc.
Other appointments: Usman
is the Founder, Managing
Partner and Chief Investment
Ocer of Browning West LP.
N
R
SA
N
S A
N
R N
Dominic Paul
Director
Dominic held the position
of Chief Executive Officer
(Designate) from 6 April
2020. Dominic was
subsequently appointed as
Chief Executive Officer on
1 May 2020, a position he
held until 10 October 2022.
Dominic resigned from
Domino’s and left the
Company on
30 December 2022.
63Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
I firmly believe that
diverse Boards are
more rigorous in their
approach and make
better decisions…
Matt Shattock – Chair
I am pleased to present
my Corporate Governance
review for the Group.
Since I joined the Board in March 2020, I have
had a very clear objective of reshaping the
Board and improving Board diversity, and we
have set ourselves targets to do this. We have
progressively increased the number of female
Board numbers over the past three years and,
with the appointment of Tracy Corrigan in
May 2022, we now have over 40% female
representation on the Board and we aim to
maintain female representation at at least
40% of the Board. I firmly believe that diverse
Boards are more rigorous in their approach
and make better decisions to the benefit of
the Company and all of its stakeholders.
Our governance structure provides a
framework to support the development
andoperation of business, adapting to the
changes in the business environment and
thechallenges that the business and our
stakeholders have faced, and continue to
face, in a difficult economic environment.
Our corporate governance arrangements are
critical in ensuring that the Board is able to:
direct and control the Group;
provide strategic leadership and effective
oversight;
promote a culture that supports the
long-termsuccess of the Company and
itsstakeholders; and
maintain a framework within which the
Executive Leadership team can conduct
itsday-to-day operational management
ofthe business.
In 2021, we created a new Sustainability
Committee of the Board charged with
oversight of the Groups ESG/Sustainability
initiatives and as part of our wider
commitment to our stakeholder community.
This is an increasing area of focus for the
business and our stakeholders, and I’m
pleased with the progress that has been made
this year. The first report from the Chair of the
Sustainability Committee is on pages 78 to 79
and the Groups Sustainability report is shown
on pages 30 to 46. Details of engagement
with our principal stakeholders are set out on
pages 26 and 27, and the Board’s report on
how stakeholders’ views are taken into
account when decisions are made are set out
on pages 28 and 29.
We have a clearly defined purpose and value
which underpin and promote a culture to
deliver our strategic objectives and the
long-term success of the business for the
benefit of all our stakeholders. We recognise
that the Board has a crucial role in establishing
and maintaining the right culture and
continues to work with the Executive
Leadership team to promote the Group’s
values and to monitor attitudes and
behaviours to ensure that they are consistent
with our culture. This is achieved in a variety
of ways, which include reviewing the results
ofcolleague engagement surveys and
responding to feedback; dialogue and
interaction with senior management and the
workforce generally; reviewing reports raised
through the Group’s confidential Speak Up
arrangements; receiving regular reports on
training programme completion rates;
interaction between management and the
Internal Audit function; reports and
presentations on health and safety
management. Examples of how our purpose
and values have been rolled-out into the
business are shown on page 2.
The remainder of this report sets out how
theBoard has applied the principles of good
governance set out in the Financial Reporting
Council’s (‘FRC’) Corporate Governance
Code(the ‘Code’) which are updated to
reflectcorporate governance best practice
asrequired.
This has been another year of solid
progressand would like to thank my Board
colleagues for their continued high level of
engagement with the Executive Leadership
team, providing support, guidance and
constructive dialogue to help navigate the
business respond to a challenging
businessenvironment.
Matt Shattock
Chair
8 March 2023
64Domino’s Pizza Group plc | Annual Report & Accounts 2022
CHAIR’S INTRODUCTION TO CORPORATE GOVERNANCE
OUR VISION
To be the favourite food
delivery and collection
brand with pizza at
ourheart
OUR PURPOSE
Delivering a better future
throughfoodpeople love
Board leadership and Company purpose
See pages
A. Effective and entrepreneurial Board to promote the long-term sustainable success of the Company,
generating value for shareholders and contributing to wider society
B. Purpose, values and strategy with alignment to culture
C. Resources for the Company to meet its objectives and measure performance. Controls framework for
management and assessments of risk
D. Effective engagement with shareholders and stakeholders
E. Consistency of workforce policies and practices to support long-term sustainable success
Strategic report
Board engagement with key stakeholders
Shareholder engagement
Audit Committee report
1 – 61
26 – 27
67
80 – 87
Division of responsibilities
See pages
F. Leadership of Board by Chair
G. Board composition and responsibilities
H. Role of Non-executive Directors
I. Company secretary, policies, progress, processes, information, time and resources
Board composition
Key roles and responsibilities
Information and training
71
68 – 69
72
Composition, succession and evaluation
See pages
J. Board appointments and succession plans for Board and senior management, and promotion of diversity
K. Skills, experience and knowledge of Board and length of service of Board as a whole
L. Annual evaluation of Board and Directors and demonstration of whether each Director continues to
contribute effectively
Board composition
Board, Committee and Director performance evaluation
Nomination and Governance Committee report
71
72 – 73
7577
Audit, risk and internal control
See pages
M. Independence and effectiveness of internal and external audit functions, and integrity of financial
andnarrative statements
N. Fair, balanced and understandable assessment of the Company’s position and prospects
O. Risk management and internal control framework and principal risks the Company is willing to take to
achieve its long-term objectives
Audit Committee report
Strategic report
Fair, balanced and understandable Annual Report
Going concern basis of accounting
Viability statement
80 – 87
1 – 61
87
87
61
Remuneration
See pages
P. Remuneration policies and practices to support strategy and promote long-term sustainable success,
with executive remuneration aligned to Company purpose and values
Q. Procedure for Executive, Director and senior management remuneration
R. Authorisation of remuneration outcomes
Remuneration Committee report 88 – 114
OUR VALUES
We do the right thing
We care about our impact on our
brand, our colleagues, our
communities and the wider world.
So we’re proud to do the right
thing and keep ourpromises.
We are one team
We respect and celebrate the whole
team for who we are and the value
we each bring. We grab the amazing
opportunities to grow, succeed
andlive our best work-life.
We love customers
Every decision and action we take
hascustomers at the heart.
We listento customers and create
great experiences to delight them
andkeep them coming back
formore.
We are bold
It takes courage and determination
tolead the field. Dominoids are
bold, entrepreneurial, we aren’t
afraid to innovate and learn fast
tobecome better every day.
We grow and win
together
No one can beat us when we’re
working hard and playing hard
together. We share big ambitions,
have a growth mindset and enjoy
success as one Domino’s.
65Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
Domino’s Pizza Group plc (the ‘Company’)
isincorporated and has a premium listing
inthe UK. As a result, it is required to report
on its compliance with the UK Corporate
Governance Code (the ‘Code’) or explain
why it has chosen not to comply. For the
year ended 25 December 2022, it was
subject to the edition of the Code published
by the FRC in July 2018, which is available
from www.frc.org.uk. The Company
complied with the Code throughout
theyear.
The Codes main principles and provisions
set out the key elements of effective Board
practice. We explain in this report how we
have applied these during the year.
Where appropriate, some explanations are
contained in the Nomination & Governance
Committee report, the Audit Committee
report, the Directors’ remuneration report
and the Directors’ report.
Within our delegation framework, the Board
retains certain key decision-making
responsibilities:
Setting the Group’s purpose and its values
Setting and approving overall Group
strategy
Setting and approving the Group’s capital
structure and funding arrangements
Setting a risk appetite, within which
management is required tooperate
Reviewing and approving business plans
and budgets
Reviewing and approving major business
decisions
Reviewing major risks and the
implementation of mitigation strategies
Reviewing the functioning of the internal
control environment
Monitoring operational and trading
results against previously approved plans
Reviewing and approving significant
contractual and other commitments,
including capital expenditure
Reviewing corporate governance
arrangements
Reviewing succession plans for the
Boardand Executive Directors
Exercising its control by an annual review
of ‘matters reserved’ for the Boards
decision
As noted above, the Board is responsible
fordetermining the nature and extent of
theprincipal risks it is willing to take in
achieving its strategic objectives. It also
retains oversight of the risk management
and internal control systems with the aim
that these are sound and protect
stakeholders’ interests.
BOARD LEADERSHIP AND
COMPANY PURPOSE
The Company is led by the Board, whose
members are collectively responsible for the
long-term success of the Company. Day-to-
day management of the business is delegated
to management, led by the Chief Executive
Officer. The role of the Board can be
summarised as follows:
DECIDE ON THE LONGER-TERM AIMS
Agree the Companys business model
Agree an appetite for risk
Set values and standards for the Company
Provide entrepreneurial leadership
Appoint the Executive Directors
DECIDE ON THE SHORT-TERM GOALS
Review and approve the strategy, providing
constructive challenge as necessary
Ensure the necessary financial and human
resources are in place
Agree business plans and budgets
Review the risk management process and
internal control environment
MONITOR AND MANAGE PERFORMANCE
Monitor management’s performance in
delivering the strategy, and challenge or
support as necessary
Approve major expenditure and other
commitments
Monitor the risk environment in which
theCompany operates and review
internalcontrols
Determine the remuneration of Executive
Directors and senior management
Oversee the governance of the Company
and Group to ensure shareholders’ interests
are protected
REPORT TO, AND ENGAGE WITH,
STAKEHOLDERS
Monitor the integrity of financial information
and the reporting of performance generally
Report to shareholders on business
performance
Ensure other external obligations are met,
including reporting to other stakeholders
Understand stakeholders’ views and act
asnecessary
MEETINGS OF NON-EXECUTIVE
DIRECTORS
The Non-executive Directors, led by the Chair,
meet without the Executive Directors being
present. In addition, the independent
Non-executive Directors, led by the Senior
Independent Director (‘SID’), meet during the
year as needed, including to review the
performance of the Chair.
66Domino’s Pizza Group plc | Annual Report & Accounts 2022
CORPORATE GOVERNANCE
THE BOARD IS SUPPORTED IN ITS WORK BY FOUR COMMITTEES:
Terms of reference for these Committees, which are regularly reviewed by the Board, are available on the Company’s investor relations website
(https://investors.dominos.co.uk) as is the formal schedule of matters reserved for the Board’s decision.
THE BOARD
AUDIT
COMMITTEE
The Audit Committee assists the
Board in discharging its
responsibilities for the integrity
ofthe financial statements,
reviewing the internal control
environment and risk management
systems, overseeing the activities
of the Group’s Internal Audit
function, managing the
relationship with the External
Auditors and monitoring the
effectiveness and objectivity
ofthe External Auditors.
NOMINATION &
GOVERNANCE COMMITTEE
The Nomination & Governance
Committee oversees the
recruitment of the Directors
andadvises on matters relating
totheBoard’s membership and
Committee appointments,
including diversity, inclusion
andreviewing succession plans.
TheNomination & Governance
Committee also regularly reviews
and monitors the overall skills
andexperience of the Board,
diversity and inclusion within
thewider Group, and senior
management succession and
development plans.
REMUNERATION
COMMITTEE
The Remuneration Committee
determines the terms and
conditions of employment,
remuneration and rewards of the
Executive Directors, the Chair and
the Executive Leadership teams.
In addition, the Remuneration
Committee reviews workforce
remuneration and related policies.
The Remuneration Committee
aims to offer an appropriate
balance of fixed and performance-
related, immediate and deferred
remuneration, but without
overpaying or creating the risk
ofrewards for failure.
SUSTAINABILITY
COMMITTEE
The Sustainability Committee has
oversight of the Group’s progress
on sustainability-related matters;
agreeing targets and associated
KPIs; and ensuring effective
communications with stakeholder
groups. It oversees external
reporting against relevant
reporting standards and makes
recommendations to the Board on
sustainability matters relevant to
the Group.
RELATIONS WITH SHAREHOLDERS
ANDOTHER STAKEHOLDERS
We maintain an active dialogue with our
shareholders and potential investors, which we
intend to be based on a mutual understanding
of objectives. The Group’s Investor Relations
function, together with the Executive Directors,
routinely engage with analysts, institutional and
retail shareholders and potential investors,
through results presentations, roadshows
andone-off meetings and calls. The Chair
andSID are available for meetings with
shareholders on request.
In years in which there is a significant change
tothe Executive remuneration policy or there
isa binding vote on remuneration at the AGM,
the Chair, the Chair of the Remuneration
Committee and the Company Secretary
meetwith major shareholders to discuss
remuneration and any other governance issues.
Our aim is to ensure we build and maintain
strong relationships, and that we
communicate our strategy, and performance
against it, in a clear and consistent way.
In turn, we seek to understand the views of
our investors through regular dialogue, and
feedback is provided to the Board as a whole
to give additional context for strategic
decision-making and capital allocation.
The regular finance report to the Board
includes a detailed update on all investor
relations matters, including movements in the
share register, recent meetings with investors,
summaries of analysts’ reports and key
discussion topics. In addition, our brokers
provide an independent view on matters
ofstrategic importance such as potential
acquisitions, disposals and capital
allocationphilosophy.
A summary of the Board’s stakeholder
engagement, and compliance with its duties
under section 172 of the Companies Act 2006,
can be found on pages 26 to 29.
2022 Investor Relations
Key investor relations activities in 2022:
Updated investors on the first year of the
resolution with our franchise partners.
Announced the exercise of the Germany
option.
Maintained regular reporting to keep
investors regularly informed and updated.
Continued to engage actively with
institutional investors, through roadshows,
conferences and numerous one-off
meetings and calls, both physical
andvirtual.
67Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
Key topics discussed with shareholders
in2022:
The competitive environment in the UK and
the impact of the cost-of-living crisis.
The improved value perception of
Domino’sPizza.
Food cost and labour inflation.
Franchise partner relations and the
franchisee resolution.
Management changes.
The benefits of the Just Eat trial and
subsequent roll-out.
Strategic progress on digital.
Capital allocation and shareholder returns.
The Annual General Meeting (AGM’)
The AGM is treated as an opportunity to
communicate with all of our shareholders, and
their participation is encouraged. The Chairs
of all Board Committees attend the AGM and
are available to answer questions.
An explanatory circular containing the notice
of meeting is sent to shareholders at least 20
working days beforehand, with separate votes
being offered on each substantive issue.
All proxy votes received are counted, with the
votes for, against and withheld announced at
the meeting and subsequently published on
the Company’s investor relations website.
This website, https://investors.dominos.co.uk,
also contains a host of up-to-date information
on the Group.
The 2023 AGM is scheduled to be held on
4 May 2023. Full details of the meeting venue
will be included in the 2023 AGM circular and
will be available on our website https://
investors.dominos.co.uk.
DIVISION OF RESPONSIBILITIES
BOARD ROLES AND RESPONSIBILITIES
There is a clear separation between the roles
of the Chair and the Chief Executive Officer,
which is recorded in a document approved by
the Board in January 2022 and summarised
below. In essence, the Chair manages the
Board and the Chief Executive Officer
manages the business. Importantly, no one
individual has unfettered powers of decision.
All Directors have access to the advice of the
Company Secretary on governance matters.
The Chair and Chief Executive Officer have
regular meetings to discuss matters relating to
strategic development, stakeholder views,
operational matters and business
performance. The Chair also has separate
discussions with the Non-executive Directors.
DIVERSITY
The Board’s policy on diversity is explained in
the Nomination & Governance Committee
report on pages 75 to 77.
BOARD MEMBERSHIP
The Board currently comprises the Chair,
Interim Chief Executive Officer, Chief
Financial Officer, five independent Non-
executive Directors and one Non-executive
Director. The names and biographical details
of the serving Directors, and the offices held
by them, can be found on pages 62 and 63.
The composition of the Board is of a sufficient
size and calibre that match the growth
aspirations and requirements of the business,
ensuring good governance is achieved and
normal succession challenges are managed,
but is not so large as to be unwieldy.
The current Non-executive Directors’ tenure
reflects the refreshing of the Board in
recentyears.
CHAIR
The role of the Chair is:
providing leadership to and ensuring the
effectiveness of the Board in directing
the Company;
demonstrating objective judgement
atalltimes;
ensuring that the Board agendas
emphasise strategic, rather than routine,
issues;
ensuring that the Directors receive
accurate and clear information well
ahead of the time when a decision
isrequired;
promoting a culture of openness and
constructive debate, and facilitating
aneffective contribution by the
Non-executive Directors;
arranging informal meetings of the
Directors, including meetings of the
non-executive Directors without the
Executive Directors being present;
ensuring effective communication by
theGroup with its shareholders;
seeking regular engagements with major
shareholders in order to understand their
views on governance and performance
against the strategy;
ensuring the Board as a whole has
aclearunderstanding of the views
ofshareholders;
arranging for the Chairs of the
Committees to be available to answer
questions at the AGM and for all
Directors to attend;
taking the lead in providing a properly
constructed, full, formal and tailored
induction programme and ongoing
development for new Directors; and
acting on the results of Board evaluations
by recognising the strengths and
addressing any weaknesses of the Board.
68Domino’s Pizza Group plc | Annual Report & Accounts 2022
CORPORATE GOVERNANCE
CONTINUED
CHIEF EXECUTIVE OFFICER
The role of the Chief Executive Officer is:
leading and managing the development
of the Group’s strategic direction
andobjectives;
identifying and executing acquisitions
and disposals, and leading geographic
diversification initiatives;
reviewing the Group’s organisational
structure and recommending changes
asappropriate;
identifying and executing new business
opportunities;
overseeing risk management and
internal control;
managing the Group’s risk profile,
including the health and safety
performance of the Group;
implementing the decisions of the Board
and its Committees;
building and maintaining an effective
Group leadership team;
reporting to the Board on operating
performance;
encouraging the implementation of
culture throughout the business;
maintaining communication with key
external stakeholders and maintaining
relationships with the government and
trade bodies; and
ensuring the Chair and the Board are
alerted to forthcoming complex,
contentious or sensitive issues affecting
the Group.
SENIOR INDEPENDENT DIRECTOR (‘SID’)
The SID focuses on:
meeting regularly with the independent
Non-executive Directors without the
Chair present;
holding annual meetings with
Non-executive Directors without
theChair present to appraise the
Chair’sperformance and other
appropriate matters;
providing a sounding board for the
Chairand acting as an intermediary for
other Directors;
chairing the Nomination & Governance
Committee when it is considering
succession to the role of the Chair of
theBoard;
being available to shareholders if they
have concerns which contact through
the normal channels of Chair or Chief
Executive Officer has failed to address
orwould be inappropriate; and
meeting with major shareholders
regularly enough to gain a balanced
viewof their issues and concerns.
NON-EXECUTIVE DIRECTOR
The role of a Non-executive Director is:
providing creative contribution to the
Board by way of constructive criticism;
bringing independence, impartiality,
experience, specialist knowledge and
adifferent perspective to the Board;
providing guidance on matters of
concern and strategy;
overseeing risk management and
internal control;
protecting shareholder and stakeholder
interests;
constructively challenging the Executive
Directors and monitoring Executive
performance;
supporting the Executive team in
shaping and delivering the strategic
goals of the business;
optimising shareholder return and
protection of shareholder assets; and
ensuring the Board is able to work
together effectively and make maximum
use of its time.
Each Non-executive Director has
committed to the Company that they are
able to allocate sufficient time to the
Company to discharge their responsibilities
effectively. Any additional appointments
they are contemplating taking on are
discussed with the Chair in advance,
including the likely time commitment and
whether these could in any way constitute
a conflict of interest. These matters are
formally reviewed by the Board on an
annual basis.
69Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Financial statements
Chair member
Committee membership
Audit
Committee
Nomination &
Governance
Committee
Remuneration
Committee
Sustainability
Committee
2
Matt Shattock
Ian Bull
Natalia Barsegiyan
Tracy Corrigan
1
Stella David
Lynn Fordham
Usman Nabi
Dominic Paul
2
Elias Diaz Sese
3
1. Tracy Corrigan joined the Board on 5 May 2022 and subsequently joined the Audit Committee on 10
February 2023.
2. Dominic Paul resigned as a Director with eect from 30 December 2022.
3. Elias Diaz Sese served as a member of the Audit Committee, Nomination & Governance Committee and
Remuneration Committee during the year and ceased to be a member of those committees when he
became Chief Executive Ocer on 10 October 2022.
Attendance at Board and Committee meetings
Board
1
Audit
Committee
Nomination &
Governance
Committee
Remuneration
Committee
Sustainability
Committee
Matt Shattock 9 of 9 3 of 3 4 of 4
Colin Halpern 3 of 3
Dominic Paul 8 of 9 2 of 3
Edward Jamieson 2 of 2
Ian Bull 9 of 9 4 of 4 3 of 3 4 of 4
Natalia Barsegiyan 9 of 9 4 of 4 3 of 3 4 of 4 3 of 3
Tracy Corrigan 7 of 7 2 of 2 2 of 2
Stella David
2
9 of 9 3 of 3 4 of 4 3 of 3
Lynn Fordham 9 of 9 4 of 4 3 of 3 4 of 4
Usman Nabi 9 of 9 3 of 3
Elias Diaz Sese³ 9 of 9 3 of 3 2 of 2 3 of 3 3 of 3
1. All Directors attended the scheduled Board meetings. There were two unscheduled Board meeting held
during the year which all Directors attended.
2. Colin Halpern stepped down from the Board on 5 May 2022 and Dominic Paul stepped down from the Board
on 30 December 2022. Tracy Corrigan joined the Board on 5 May 2022 and Edward Jamieson joined the
Board on 17 October 2022.
3. Elias Diaz Sese stepped down as a member of the Audit Committee, Nomination & Governance Committee
and Remuneration Committee when he became Interim Chief Executive Ocer on 10 October 2022.
INDEPENDENCE
The Board reviews the independence of its
Non-executive Directors annually. In assessing
the independence of each Director, the Board
considers whether each is independent in
character and judgement, and whether there
are relationships or circumstances which
arelikely to affect, or could appear to affect,
the Director’s judgement.
The Board has considered the independence
of the current Non-executive Directors, other
than the Chair. It does not consider Usman
Nabi to be independent as Usman is Founder,
Managing Partner and Chief Investment
Officer of The Browning West Group LP,
asignificant shareholder of the Company.
BOARD COMMITTEES
Membership of the four Board Committees
during the year ended 25 December 2022 is
summarised on the right of this page:
ATTENDANCE AT BOARD AND
COMMITTEE MEETINGS
The Board is scheduled to meet seven times in
each year. Additional meetings are arranged
as necessary which do not necessarily require
the full participation of all Directors.
Committees meet as necessary to discharge
their duties. Attendance of individual
Directors at meetings of the Board and its
Committees (including additional meetings)
during the year ended 25 December 2022
issummarised on the right of this page:
70Domino’s Pizza Group plc | Annual Report & Accounts 2022
CORPORATE GOVERNANCE
CONTINUED
COMPOSITION, SUCCESSION
AND EVALUATION
BOARD COMPOSITION
In terms of composition, the Board is
cognisant of its Diversity Policy and aims to
make appointments in line with that policy.
Our preferred Board structure is to be led by
aNon-executive Chair, to have high-calibre
Executive Directors to drive the performance
of the business under the leadership of a Chief
Executive Officer, and to have a number of
Non-executive Directors drawn from a range
of backgrounds, whose role is to provide
constructive challenge, provide guidance in
developing strategy, offer advice relating to
their areas of specialism and, ultimately, to
hold management to account. Our aim is that
the independent Non-executive Directors
always constitute at least half of the Board.
This structure and the integrity of the
individual Directors should ensure that no
single individual or group dominates the
decision-making process.
There is a common purpose of promoting the
overall success of the Group with a unified
vision of the definition of success, the core
strategic principles, and the understanding,
alignment and mitigation of risk.
Non-executive Directors are appointed for
three-year terms (subject to annual re-election
by shareholders) and the offer of any further
term of appointment after year six would be
weighed carefully by the Nomination &
Governance Committee, which keeps the
need for progressive refreshing of the Board
(particularly to maintain an appropriate
balance of skills and experience) and orderly
succession to key appointments under
continual review.
Board balance
The Board composition creates a majority of independent Non-executive
Directors (excluding the Chair), with the current position being:
Chair
1
Non-independent
Directors
3
Independent
Non-executive
Directors
5
Board composition
The members of the Board as at 8 March 2023 were drawn from a range
of backgrounds and gained their experience in a range of relevant industry sectors:
8:1
Ethnic
diversity
Non-ethnic
minority
8
Ethnic
minority
1
5:4
Gender
balance
Female
3
Male
6
3
Primary
experience
Consumer
retail
2
Investment
management
2
Food
retail
5
Finance/
accounting
3
Retail
management
3
3
Professional
skills
General
management
3
71Domino’s Pizza Group plc | Annual Report & Accounts 2022
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BOARD EFFECTIVENESS
We believe that there are five key steps in
creating an effective Board:
1. Recruit the right people
We have a formal, rigorous and transparent
procedure for the appointment of new
Directors to the Board, overseen by the
Nomination & Governance Committee.
For each appointment, we develop an
objective brief summarising the role and the
skills and experience required, and use an
appropriate head-hunting firm with proven
expertise in the relevant field. As noted above,
we take care to ensure that we recruit on
merit, from the widest possible range of
backgrounds, recognising the benefits of
diversity, and the search firms we use are
signatories to the Code of Conduct for
executive search firms. Before confirming an
appointment, we check whether the preferred
individual can commit to the time expected
including, in the case of an appointment to the
Chairship, the need to be available in the
event of a crisis.
2. Make sure Directors have the right tools
All Directors go through a tailored, formal
induction process on joining the Board,
including the opportunity to meet major
shareholders. The aim of this is to ensure
thatthey understand the Company and its
business model, our strategy, the drivers of
value in the business and the key risks we
face, and that they understand the legal and
regulatory environment in which we operate
and their own personal obligations. Directors
are expected to update and refresh their skills
and knowledge on an ongoing basis, and to
continue to build their familiarity with the
Company and its business throughout their
tenure. The Company will provide the necessary
resources for developing and updating its
Directors’ knowledge and capabilities, including
access to our operations, staff and franchisees.
All Directors have access to the services of the
Company Secretary, and the opportunity to
seek independent professional advice at the
Companys expense where they judge it
necessary to discharge their responsibilities as
Directors or as members of Board Committees.
If Directors have concerns which cannot be
resolved about the running of the Company or
a proposed action, they can request that their
concerns are recorded in the Board minutes,
orprovide a written statement to the Chair,
forcirculation to the Board.
The Board is supplied with information in a
form and of a quality appropriate to enable it
to discharge its duties effectively. This is
provided in good time ahead of all meetings
and decisions, and Non-executive Directors
are encouraged to seek clarification from
management whenever they feel it is
appropriate.
3. Identify and manage any conflicts
ofinterest
Directors have a statutory duty to avoid actual
or potential conflicts of interest. However, the
Companys Articles of Association allow the
Board to ‘authorise’ conflicts, where this is felt
appropriate. Any Director who becomes
aware that they are in a situation which does
or could create a conflict of interest, or has an
interest in an existing or proposed transaction
in which the Company also has an interest, is
required to notify the Board in writing as soon
as possible. The interests of new Directors are
reviewed during the recruitment process and
authorised (if appropriate) by the Board at the
time of their appointment.
Executive Directors are permitted, and
whereappropriate even encouraged, to
holdnon-executive directorships outside
theGroup. However, the Board would not
agreeto a full-time Executive Director
takingon more than one non-executive
directorship in, nor the role of the chair,
ofaFTSE 350 company.
4. Formally check on effectiveness
The Board undertakes a formal and rigorous
annual evaluation of its own performance
each year. It also reviews the performance of
the Board Committees, and the Nomination &
Governance Committee reviews the
performance of individual Directors.
Board and Committee evaluation considers
the balance of skills, experience (including
familiarity with the Company and its business)
and independence of the Group taken as a
whole, and also the diversity, including gender
and ethnicity, of the Directors. The process
also examines how the Directors work
together as a unit, and explores other factors
relevant to effectiveness. The Chair acts on
the results of the performance evaluations as
necessary including, where appropriate,
proposing new members be appointed to the
Board or seeking the resignation of Directors.
Individual evaluation aims to determine
whether each Director continues to contribute
effectively and to demonstrate commitment
to the role (including commitment of time
forBoard and Committee meetings and any
other duties). The performance evaluation
ofthe Chair was led by the Senior
Independent Director.
Process
Our Board evaluation in 2022 was undertaken
in-house and facilitated by the Company
Secretary in conjunction with the Chair.
The evaluation was conducted using an online
questionnaire and a report compiled for
discussion by the Board.
72Domino’s Pizza Group plc | Annual Report & Accounts 2022
CORPORATE GOVERNANCE
CONTINUED
The evaluation addressed core aspects of the
Board’s performance and focused on the
following areas:
the effectiveness of the Boards
arrangements for engaging with stakeholder
groups and monitoring culture;
strategic oversight;
oversight of risk management and internal
control;
board dynamics and development;
meeting management and the Board’s
agenda;
board support; and
succession planning and talent development.
The performance of the Chair and the
Committees of the Board were also evaluated.
The anonymity of all responses was
guaranteed throughout the process to
promote open and honest feedback.
The Company Secretary subsequently
analysed the survey results and delivered
detailed reports on the performance of the
Board, its Committees and the Chair.
The Board has reviewed the reports and
agreed detailed priority actions which include:
refining the Board’s stakeholder
engagement strategy;
refining the process by which the Board
assess and monitors cultural alignment;
continue with the process of Board pack
design so that information to the Board is
concise and relevant;
increased focus on senior management
capability and the talent pool; and
enhancing the enterprise risk
managementprogramme.
5. Ask shareholders to confirm appointments
Ultimately, the Directors’ main responsibility
isto promote the long-term success of the
Company, acting in shareholders’ best interests.
All of our Directors submit themselves for
re-election at each AGM andwe provide
shareholders with sufficient information in the
meeting papers for them todecide whether
their commitment and performance warrant
afurther year in office.
AUDIT, RISK AND INTERNAL
CONTROL
The Board has established formal and
transparent arrangements for considering
how they apply the principles of sound
corporate reporting, risk management and
internal control, and how the Company and
Board maintain an appropriate relationship
with the Company’s Auditors.
These responsibilities are overseen by the
Audit Committee and are explained in its
report from pages 80 to 87.
The Board considers that the 2022 Annual
Report and Accounts, taken as a whole, is fair,
balanced and understandable, and provides
the information necessary for shareholders to
assess the Companys position and
performance, business model and strategy.
Details of how we do this are also explained
inthe Audit Committee’s report.
REMUNERATION
There are formal and transparent procedures
for developing policy on Executive
remuneration and for fixing the remuneration
packages of individual Directors, which are
overseen by the Remuneration Committee
and are explained in its report from pages 88
to 114. This report explains how Executive
Directors’ remuneration is designed to promote
the long-term success of the Company, taking
into account views of shareholders, and shows
how the performance-related elements are
transparent, stretching and rigorously applied.
73Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
WORKFORCE ENGAGEMENT
COLLEAGUE FORUMS
Since the introduction of Colleague Forums within our SCCs in 2018, and within our support
office and corporate stores since 2020, we have continued to develop the framework and
embed it as part of our overall cadence of dialogue with our colleagues. Now that our offices
have re-opened, these forums meet regularly face-to-face and afford our colleague
representatives an opportunity to see parts of the business they would otherwise not;
forexample, our corporate stores colleague can visit our production facilities.
The Board’s chosen method of engaging
with colleagues, as set out in Provision 5
ofthe UK Corporate Governance Code,
continues to be through a designated
Non-executive Director. Stella David has
been the Boards designated non-
executive director since 30 November
2021. The mechanism for work force
engagement in the business has been
reviewed during the year and the Board
considers that it remains to be effective.
There have been three meetings of the
Colleague Forum during the year with
Stella David in attendance at each
meeting. Part of each meeting is held
without any senior management in
attendance. Stella David reports to the
Board after each of the Colleague Forum
meetings and provides an update on
matters discussed and issues raised.
Early in 2022, the Company completed
itsconsultation process on formalising
arrangements for hybrid working.
The Colleague Forum has fed back
comments on how these arrangements
are working and these have been taken
into account when the arrangements have
been embedded. As the year progressed,
the increasingly inflationary environment
and rising interest rates shifted the focus
of discussion to the cost-of-living crisis
facing the UK. Colleagues’ views have
been taken into account in agreeing pay
reviews for 2023.
Executive remuneration was not
discussed in 2022 but is scheduled for
discussion with the Forum in early 2023.
QUARTERLY
COLLEAGUE FORUMS
Chair: Designated
Non-executive Director
People Director
Nominated Colleague
Representatives
BUSINESS AREA
FORUMS
Chair: Functional Leader
HR Representative
Elected Colleague
Representatives
FUNCTIONAL
MEETINGS/HUDDLES
Locally organised by
teams, normally as part
of weekly or monthly
functional meetings
Attended by all relevant
team members, and lead
by senior member of local
management team
Stores:
6
Store Representatives
SCC:
4
Held in each of 4 sites
andNetwork of over
30Representatives
Support Office:
10-12
Representatives from
allfunctions of the
support office
4
SCC Representatives
(1from each SCC)
2
Support Office
Representatives
1
Senior Leadership Team
Representative
1
Operations
Representative
CORPORATE GOVERNANCE
CONTINUED
74Domino’s Pizza Group plc | Annual Report & Accounts 2022
Committee member Member since Meetings attended
Matt Shattock 2020
Ian Bull 2019
Natalia Barsegiyan 2020
Tracy Corrigan* 2022
Stella David 2021
Lynn Fordham 2020
Elias Diaz Sese* 2019
Usman Nabi 2019
* Elias Diaz Sese ceased to be a member of the Committee on his appointment as Interim Chief Executive Ocer
on 10 October 2022. Tracy Corrigan joined the Committee on 5 May 2022.
OVERVIEW
I’m pleased to report that we have another
year of good progress.
Since 2020, we have progressively increased
the diversity of the Board. Initially, we set
ourselves an intermediate target of meeting
the requirements of the Hampton-Alexander
review on gender diversity by increasing the
number of female Directors to be one-third of
the Board. This target was achieved in 2021.
Last year, we revised our diversity targets
toincrease the proportion of female Board
members to 40% by 2025. This target was
achieved in May 2022 following Tracy
Corrigan’s appointment as an additional
independent non-executive director.
During the year, the Committee appointed
Odgers Berndtson to lead the search for
aChief Financial Officer. On 11 July 2022,
weannounced the appointment of Edward
Jamieson as Chief Financial Officer, who
joined the Board on 17 October 2022.
we revised our
diversity targets to
increase the proportion
of female Board
membership to 40% by
2025. This target was
achieved in 2022...
Matt Shattock – Chair
Committee Members
Ian Bull
Natalia Barsegiyan
Tracy Corrigan
Stella David
Usman Nabi
Lynn Fordham
On 29 June 2022, we announced that Dominic
Paul would leave the business at the end of
December 2022. The Committee appointed
Heidrich and Struggles to lead the search for a
new Chief Executive Officer and that process
continues. Elias Diaz Sese, who has served on
the Board since 2019 as an independent
Non-executive Director agreed to act as Chief
Executive Officer on an interim basis and took
on this role on 10 October 2022.
As announced on 1 December 2021, Colin
Halpern retired from the Board at the
Companys Annual General Meeting in May
2022. Colin founded Domino’s in the UK &
Ireland when he acquired the Master
Franchise Agreement in 1993 and has been
apivotal figure in the development of
theCompany.
BOARD EVALUATION 2022
Details of the Board evaluation process for
2022 are set out on pages 72 and 73. Part of
the evaluation process considers the diversity
of the Board and senior management, and
theeffectiveness of talent management
programmes and succession planning.
A summary of progress against our diversity
objectives is set out on page 77.
For full biographies of the Committee
members see pages 62 and 63
3
Meetings
in 2022
100%
Meeting
attendance
75Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
NOMINATION & GOVERNANCE
COMMITTEE REPORT
PURPOSE
The Nomination & Governance Committee
has five principal duties:
to ensure that plans are in place for orderly
succession for appointments to senior
management and to the Board, taking
account of the findings of the Board
evaluation, so as to maintain an appropriate
balance of skills and experience within
theCompany and to ensure progressive
refreshing of the Board;
to lead the process for Board and
Committee appointments and make
recommendations to the Board;
where external recruitment is required, to
evaluate the balance of skills, experience,
independence and knowledge on the Board
and, in light of this evaluation, prepare a
description of the role and capabilities
required for a particular appointment.
The Nomination & Governance Committee
would then oversee the selection process
with the aim of ensuring that this results in
an appointment made on merit, against
objective criteria and with due regard for
the benefits of diversity on the Board,
including gender and ethnicity;
to undertake formal performance evaluation
of Non-executive Directors who are
standing for annual re-election and to
ascertain whether the individual’s
performance continues to be effective and
they demonstrate sufficient commitment to
the role; and
to review the Group’s corporate governance
arrangements, including ensuring
appropriate policies and procedures are
inplace for key compliance areas and that
the Board and subsidiaries process are
consistent with best practice.
The Terms of Reference of the Nomination
&Governance Committee were updated in
November 2021. These Terms of Reference
are available on the Companys
investorrelations website
(https://investors.dominos.co.uk).
HOW THE COMMITTEE OPERATES
The principal objectives of the Nomination
&Governance Committee are to ensure that:
the Company has the right leadership,
bothon the Board and amongst senior
management. This is a combination of
continual review and monitoring of, and
alsoresponding to, specific situations
asneeded; and
to keep the Board’s corporate governance
arrangements under review and to ensure
that both the Company and the Board
operate in a manner consistent with
corporate governance best practice.
The Company Secretary attends meetings in
his capacity as Secretary of the Nomination
&Governance Committee, and the Chief
Executive Officer and People Director are
expected to attend whenever necessary.
The Committee’s membership is comprised
ofNon-executive Directors, the majority of
which are independent.
While the Chair of the Board chairs the
Nomination & Governance Committee in
normal circumstances, he would abstain
inmatters relating to the appointment of
asuccessor to the Chairship.
The number of meetings held in the year and
attendance at those meetings is shown on
page 75.
ACTIVITIES IN 2022
During the year, the Committee met to
consider the following key matters:
recommending to the Board the
appointment of Tracy Corrigan as an
additional independent Non-executive
Director;
recommending to the Board the
appointment of Edward Jamieson as
ChiefFinancial Officer;
appointing head-hunters to lead the
search for an additional non-executive
director, a Chief Financial Officer and
Chief Executive Officer;
recommending to the Board that Elias
Diaz Sese is appointed Chief Executive
Officer on an interim basis;
reviewing the Company’s Compliance
with the UK Corporate Governance Code;
reviewing the performance of all the
Non-executive Directors seeking re-election
at the 2022 AGM;
receiving reports from management on
plans to improve diversity and inclusion
within the Group;
receiving reports from management on
talent management within the Group;
reviewing progress against the Board’s
policy on diversity and inclusion;
reviewing the Committee’s Terms
ofReference;
reviewing the composition of the
Board’sCommittees;
76Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOMINATION & GOVERNANCE COMMITTEE REPORT
CONTINUED
POLICY ON DIVERSITY
The policy of the Board on recruitment is
always to seek to appoint the best candidate
to each role.
We acknowledge the importance and benefit
of having Directors with the appropriate
balance of skills, experience, independence
and knowledge of the Company to enable
them to discharge their respective duties and
responsibilities effectively.
They play a key governance role in protecting
stakeholders’ interests by ensuring that the
Board and management are challenged,
constructively and effectively, and it is
important that they do so from a range
ofperspectives.
A key factor in achieving this effectiveness is
drawing members from a range of backgrounds,
which has been shown to help avoid ‘group
think. We value diversity in our business and
we recruit and develop people regardless of
their gender, race or any other characteristic.
It is in the long-term interests of the Company
and its stakeholders to recruit and develop the
very best people, drawn from the widest pool
of talent.
A summary of the Board’s diversity target, and
our progress against them, is show below:
Board Diversity Policy – objectives and progress against targets
When recruiting for the Board members, the Committee ensures that the recruitment processes are in line with our Policy to include diverse
candidates from a wide variety of backgrounds and those with non-listed company experience for the Committee to consider.
Policy objectives Implementation Progress against objectives
Board
To achieve 33% female Board representation by 2021
During 2020 and 2021 the Board appointed three
female independent non-executive directors taking
the proportion of female directors on the Board to
33% by the end of 2021
Achieved
To achieve female representation on the Board
to40% by end of 2025
During 2022 the Board appointed Tracy Corrigan
asan addition independent non-executive director.
Atthe 2022 year-end the proportion of female
directors on the Board was 44%. The Committee
policy is to maintain female representation on the
Board at 40% or above
Achieved
To maintain at least one Board member from a
non-white ethnic minority background, increasing
totwo Board members from a non-white ethnic
minority background by 2025
Since 2019 the Board has included one member
froma non-white ethnic minority background
Achieved
Senior Management
To achieve female representation of senior
management to 36% by 2022 increasing to
44%by2025
Since this target was set, our organisational structure
has changed. While the absolute number of female
representatives in the senior management cohort
hasn’t decreased, as the organisation’s headcount
has grown, the percentage hasn’t increased. This is
an area we are focused on addressing in 2023.
In progress
To achieve 6% representation of senior management
from a non-white ethnic minority background by
2022 increasing to 12% by 2025
Since this target was set, our organisational structure
has changed. While the absolute number of
representatives in the senior management cohort
from an ethnic minority background hasn’t
decreased, as the organisation’s headcount has
grown, the percentage hasn’t increased. This is an
area we are focused on addressing in 2023.
In progress
The Committee has considered the additional disclosure requirements on Diversity Reporting under the Listing Rules, which will apply to the
Company for the next reporting year. A copy of the Board’s Diversity Policy Statement is available on the Company’s investor relations website
(https:// investors.dominos.co.uk). Details of the Group-wide diversity data are shown on page 35.
Matt Shattock
Chair
8 March 2023
77Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
Committee member Member since Meetings attended
Natalia Barsegiyan 2021
Tracy Corrigan 2022
Stella David 2021
Dominic Paul* 2021
Elias Diaz Sese 2021
* Dominic Paul ceased to be a member of the Committee when he stepped down from the Board on 30
December 2022
OVERVIEW
The Board’s Sustainability Committee was
formally established on 30 November 2021
inrecognition of the growing importance of
sustainability to our stakeholders, and that
theGroup’s corporate purpose of delivering
abetter future through food people love
needs to be underpinned by a robust
sustainability strategy.
The Sustainability Committee has shared
bestpractice with the Company based on the
Committee members’ collective experiences.
It has also ensured appropriate governance
structures are in place to enable robust
oversight of sustainability activities and
ensure progress on the Company’s various
programmes and initiatives.
I was delighted to be asked to be the
Committee’s first chair and I’ve been pleased
with the progress that has been made during
the first year. The Committee has received
presentations from across the business
regarding a range of focus areas, and I have
been impressed with the dedication of the
team and their commitment to do the
rightthing.
2022 was a foundation year for a number of
our initiatives. However, good momentum
hasbeen established and I am confident the
Company is committed to continuing its work
in this area as it seeks to deliver a better future
through food people love. Further details are
included in the Sustainability report on pages
30 to 46.
Committee Members
Stella David
Tracy Corrigan
Elias Diaz Sese
COMMITTEE STRUCTURE
&OPERATION
The Committee’s membership is comprised
ofindependent Non-executive Directors plus
the Chief Executive Officer. The Company
Secretary attends meetings in his capacity
asSecretary of the Sustainability Committee.
The Head of Communications & Sustainability
is invited to every Committee meeting, and
other senior executives are invited to attend
asnecessary to discuss topics relevant to
theiroperational areas.
I’ve been pleased with
the progress that has
been made during the
first year.
Natalia Barsegiyan – Chair
For full biographies of the Committee
members see pages 62 and 63
3
Meetings
in 2022
100%
Meeting
attendance
78Domino’s Pizza Group plc | Annual Report & Accounts 2022
SUSTAINABILITY COMMITTEE REPORT
PURPOSE
The Sustainability Committee has three
principal duties:
overseeing the development of the
Company’s sustainability strategy and
associated targets; monitoring progress
against relevant key performance
indicatortargets and ensuring effective
communications are taking place
forstakeholders
oversight of external reporting on
sustainability matters including reports
published in line with the reporting
standards established by the Sustainability
Accounting Standards Board or similar
frameworks as adopted by the Group from
time to time
monitoring developments on sustainability
matters relevant to the Group, and
havingdue regard to strategic issues,
regulatory reporting requirements and
stakeholder sentiment
The Terms of Reference of the Sustainability
Committee were reviewed by the Committee
during the year. A copy of the Committee’s
Terms of Reference are available on the
Companys investor relations website
(https://investors.dominos.co.uk).
ACTIVITIES IN 2022
During the year the Committee met to
consider the following key matters:
Agreeing the Group’s Sustainability
strategy, objectives and KPIs for 2022 and
liaising with the Remuneration Committee
on the appropriate linkage into executive
remuneration
reviewing and approving the Sustainability
report included in the 2021 Annual Report
reviewing and approving the Company’s
science-based targets, outline
decarbonisation plans and net zero
commitment prior to submission to SBTi
forformal validation
approving, on behalf of the Board, the
Companys Modern Slavery statement for
2021 and reviewing activities of the supplier
assurance team as part of the Company’s
responsible sourcing work programme
receiving updates on external reporting
trends on sustainability and details of
assessment from third-party rating agencies
on the Company’s sustainability
performance
approving the Company’s disclosure in
2022against the SASB framework
reviewing the Company’s health & safety
strategy
receiving updates from operational
management on the Company’s initiatives
on animal welfare and on allergens
management
reviewing the Committee’s Terms
ofReference
Natalia Barsegiyan
Chair
8 March 2023
79Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
to working with Edward over the next year as
the Group faces significant technology
platform investment projects and continues
the journey of control improvement.
As has been discussed in previous years,
theGroup’s internal control environment
hashistorically been informal and often
undocumented. Over the last three years,
significant progress has been made in
upgrading the overall control environment,
including establishing a separate Internal
Audit function who are now reporting
withregularity on control maturity across
thebusiness.
During the year, the Group continued to
makeimprovements in the overall control
environment, and in designing and planning
for further significant improvements as a
result of the implementation of the new
Enterprise Reporting Platform (ERP).
This project will enable the Group to make
astep change in controls around financial
reporting, and will set the Group in a good
position as we look forward to future
regulatory change.
With this significant ERP replacement
programme, together with the development
of a new eCommerce platform, the Group is
entering into a year of significant programme
delivery. During the year, we kept close to
both projects, with a particular focus on the
ERP replacement, in order to assess the
governance and assurance process in place,
and will continue to do so through 2023.
Committee Members
Natalia Barsegiyan
Ian Bull
Tracy Corrigan
The Group continues to
progress on improving
risk management
and internal control,
with a focus from
the Committee on
significant upcoming
digital platform
investment projects.
Lynn Fordham – Chair
For full biographies of the Committee
members see pages 62 and 63
4
Meetings
in 2022
100%
Meeting
attendance
Committee member Member since Meetings attended
Lynn Fordham 2020
Ian Bull 2019
Natalia Barsegiyan 2020
Elias Diaz Sese* 2021
Tracy Corrigan* 2023 Not applicable
* Elias Diaz Sese ceased to be a member of the Committee on his appointment as Interim Chief Executive Ocer
on 10 October 2022. Tracy Corrigan joined the Committee on 10 February 2023.
CHAIR’S SUMMARY STATEMENT
Dear shareholder
I am pleased to present the Audit Committee
report for the year ended 25 December 2022
to explain how we have discharged our
responsibilities, with an overview of our
principal activities and their outcome.
Meetings of the Audit Committee have been
attended by the Chair of the Board, the Chief
Executive Officer, the Chief Financial Officer,
the external auditor, the Company Secretary
(as Secretary to the Audit Committee) and
other Directors and members of management
by invitation. We had four scheduled meetings
in the year and attendance at those meetings
is shown below. In addition to the scheduled
Committee meetings, I have, together with
other Audit Committee members, met
regularly with the finance team and other
members of the Executive Leadership team,
internal audit and with PwC as external
auditor to discuss their reports and any
issueshighlighted. We continue to regularly
meet with both PwC and KPMG as part of
our ongoing review of the business and
theireffectiveness.
This has also been a continued year of change
within the Committee. On 10 October 2022,
Elias Diaz Seze was appointed Chief Executive
Officer on an interim basis, and now attends
meetings in this capacity. On 10 February
2023, Tracy Corrigan joined the Committee.
In November 2022, David Surdeau left the
group as Interim CFO, and Edward Jamieson
was appointed as Group CFO. I look forward
80Domino’s Pizza Group plc | Annual Report & Accounts 2022
AUDIT COMMITTEE REPORT
The Committee focuses on those matters
itconsiders to be important by nature of
theirsize, complexity, level of judgement
required or impact on the financial
statements, including the technology
platforminvestments explained above, the
fairvaluations over the investments held
inShorecal, provisions related to legal,
regulatory and tax matters, and the
appropriateness of costs relating to the
NAFand eCommerce funds.
Both the external auditors (PwC) and the
internal auditors (KPMG) were appointed
in2019 and have become established in
theirroles and both have gained a good
understanding of the business.
Effectiveness reviews over the internal
auditfunction were performed during 2021.
The 2021 year end process with PwC was
reviewed and actions implemented and noted
with an external audit effectiveness review
undertaken in 2021. The Audit Committee,
PwC and management are committed to
ensuring that audit quality is delivered, and
the Committee reviewed presentations from
the external auditors, assessed the overall
scope and risk focus of the work performed,
and ensured that their audit plan continues
toreflect the risks faced by the business.
In relation to Audit Quality, the Audit
Committee has:
observed an in-depth audit with deep
questioning and appropriate scepticism,
including the use of subject matter experts
where required;
received an explanation of areas where
management and judgements have been
robustly challenged along with the
outcomes of those challenges; and
ensured that audit independence is
maintained through review of additional
services provided and consideration of
anyconflicts of interest.
In addition, during 2022, we instituted
auditquality review metrics for the external
audit and have used them to assess the
performance of the external auditors. We will
continue to develop this formal oversight
going forwards. The Committee reviewed
the findings of the Audit Quality Review team
of the Financial Reporting Council’s (FRC)
review into PwCs audit of the Group’s 2021
Annual Report and Accounts with a
satisfactory outcome.
The Audit Committee has direct access to
members of management and the external
and internal auditor. It can seek further
professional advice at the Company’s cost if
deemed necessary, however no such needs
have arisen in the year.
We performed an Audit Committee
effectiveness review in 2021, with a further
review planned in 2023, inviting input from
management and Committee members.
There is also increasing focus from
stakeholders in the area of audit reform in the
UK, and changes in the regulatory market
around internal controls. The Committee has
closely followed these developments and,
together with management and the Board,
willact in due course to accelerate its current
corporate governance and control
improvement agenda.
The Audit Committee has agreed a clear set
of objectives for the next three years covering
the responsibilities and reviews outlined
above, and has agreed a clear forward agenda
for consideration of all of the responsibilities
covered below.
I hope that the report provides a useful
overview to the activities of the Committee
during the year. I will be available at the AGM
or any other time to answer any questions
relating to the work of the Committee.
ACTIVITIES IN 2022
assessment of the Group’s accounting
policies and applications to developments
inthe year, including the treatment of
technology platform investments costs and
related depreciation and impairment,
valuation of investments and impairment
reviews over the Group’s cash generating
units including the London corporate stores;
reviewing the planning and risk assessment
of the Group’s ERP replacement programme
and eCommerce platform, including
consideration of the governance, planned
internal control improvements and
assessment of progress against the
projectplan;
consideration of the progress made on
implementing improved internal controls
across the Group, and the implementation
of controls as a result of the findings from
internal audit;
consideration of the findings of the Audit
Quality Review team of the Financial
Reporting Council’s (FRC) review into
PwCsaudit of the Group’s 2021 Annual
Report and Accounts;
monitoring and evaluating the Groups
information security controls in conjunction
with the Board as part of the overall risk
assessment framework;
a review of the Group risk profile to ensure
this reflects key strategic developments of
the Group and wider environment.
Lynn Fordham
Chair of the Audit Committee
8 March 2023
81Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
COMMITTEE MEMBERSHIP,
ATTENDEES, ACCESS
ANDOBJECTIVES
Lynn Fordham is a qualified accountant with
extensive experience across several sectors,
and the Board has determined that she has
recent and relevant financial experience
which qualifies her to chair the Audit
Committee. She is a member of the Institute
of Chartered Accountants of Scotland.
Ian Bull is a chartered accountant with
significant experience across a variety of
sectors. Natalia Barsegiyan has significant
finance experience, including across the QSR
sector. Tracy Corrigan, who joined the
Committee in November 2022, has significant
experience in digital strategy and financial
journalism. All members are non-executive
and are considered independent under the UK
Corporate Governance Code. The Board is
satisfied that the Committee has competence
relevant to the sector in which it operates.
PRINCIPAL DUTIES DELEGATED
TOTHE AUDIT COMMITTEE
Financial Reporting – Monitoring the integrity
of the financial statements of the Group,
including its annual and half-yearly reports,
and any other formal announcement relating
to its financial performance, reviewing and
reporting to the Board on significant financial
reporting issues and judgements which they
contain having regard to matters
communicated to it by the auditor.
Narrative Reporting – The Committee
reviews the content of the Annual Report and
Accounts and advises the Board on whether,
taken as a whole, it is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Group’s performance, business model and
strategy, and recommends to the Board for
approval accordingly.
Internal Controls and Risk Management
Systems Review and, where necessary,
challenge management’s reports on the
adequacy and effectiveness of the Group’s
internal financial controls and internal control
and risk management systems, and review
and approve the statements to be included in
the Annual Report concerning internal
controls and risk management.
Compliance, Whistleblowing and Fraud
Review the adequacy and security of the
Group’s arrangements for its employees and
contractors to raise concerns, in confidence,
about possible wrongdoing in financial
reporting or other matters. The Committee
seeks to ensure that these arrangements allow
proportionate and independent investigation
of such matters and appropriate follow-up
action. Review of the Company’s procedures
for detecting fraud and review the Group’s
systems and controls for the prevention of
bribery and receive reports on non-compliance.
Internal Audit –Assessing the remit of the
internal audit function, setting the internal
audit plan and monitoring the responsiveness
and appropriateness of management to
findings and recommendations.
External Audit – Overseeing the relationship
with the external auditor, reviewing the result
of quality reviews and effectiveness of the
external audit, and assessing its independence
and objectivity.
TERMS OF REFERENCE
The terms of reference for the Audit
Committee were reviewed and revised in
November 2022. The Committee’s terms of
reference are available on the Company’s
investor relations website.
FOCUS OF THE COMMITTEE
The focus of the Committee during the year
was primarily devoted to accounting issues
and the ongoing work to upgrade the overall
financial control environment, including the
planning for the Group’s ERP replacement
programme. These are discussed in more
detail below.
82Domino’s Pizza Group plc | Annual Report & Accounts 2022
AUDIT COMMITTEE REPORT
CONTINUED
Significant judgements and financial issues
The Audit Committee’s reviews of the half and full year financial statements focused on the following areas of significance:
Significant judgement or issue Work undertaken by and conclusion of the Audit Committee
Accounting for technology platformcosts
Management commenced two significant
technology platform project in the year
relating to the ERP replacement and new
eCommerce platform, with a total of £7.6m
ofcosts recorded in profit before tax and
£2.0m recorded as capital expenditure.
The Committee reviewed reports from management outlining the accounting treatment of the
two projects, covering the treatment of the costs incurred and the accelerated depreciation
andimpairment relating to the programmes. The Committee considered the costs incurred in
development and whether these represented an intangible asset under IAS 38, including
consideration of the costs incurred in configuring cloud-based computing platforms.
The committee also considered the appropriateness and calculation of the accelerated
depreciation charges and the impairment of assets no longer considered useful. The Committee
challenged the assessments reached by management and the judgements around the nature
ofthe costs incurred, and were comfortable that the appropriate judgements have been made.
Impairment reviews of corporate stores
Management performed an impairment
review over the goodwill recorded on the
acquisition of the London Corporate stores.
No further impairments have been recorded
inthe current year.
The Committee received reports from management covering the key judgements, forecasts and
valuation metrics supporting the impairment reviews of goodwill associated with the corporate
stores business. The Committee concurred with managements conclusion that no further
impairment should be recorded, following the impairment to goodwill taken in 2019.
The Committee challenged the forecasts used, the discount rate and other key assumptions
including any comparable precedent transactions and were comfortable that this represented
anappropriate valuation, and that sufficient headroom remained.
Valuation of the Shorecal investment
The Group recorded a £1.0m fair value
movement in the income statement over the
15% investment in Shorecal Ltd, a franchisee
group based in Ireland.
The Committee challenged the fair valuation model inputs and the basis of the resulting
valuation, the increase of which was as a result dividends received during the year and the
fairvaluation exercise performed. The Committee considered the inputs into the valuation
including judgemental areas around future growth. The Committee concurred with the
valuationdetermined.
Other accounting matters considered Work undertaken by and conclusion of the Audit Committee
Accounting treatment for the exercise of
theput option over the German associate
investment
The Committee reviewed the classification of the German associate as an asset held for sale
following the decision to exercise the put option in November 2022, and considered
managements assessment that this did not represent a discontinued operation as is not
considered a major line of business or geographic operation. The Committee also considered
thedisclosure and treatment of the option at the balance sheet date. The Committee agreed with
managements assessment of the treatment of the German associate as an asset held for sale,
and agreed with the assessment that the put option is at a fair value.
Potential tax liability in respect of employee
share schemes
As further explained in note 2 to the Financial Statements, a provision of £11m was recorded in
2018 around historical employee share schemes, with a further £2.0m recorded during 2021.
The Committee reviewed the provisions raised by management in light of continued
correspondence with HMRC, and were satisfied with the valuation and approach adopted
bymanagement.
Distributable reserves The Committee considered the level of distributable reserves at the Domino’s Pizza Group plc
level throughout the year in order to confirm managements assessment that appropriate
reserves were in place to facilitate distributions to shareholders. The Committee reviewed the
assessment of the amounts considered as qualifying consideration in order to support the
adequacy of distributable reserves when distributions to shareholders are declared.
83Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
RISK MANAGEMENT AND
INTERNAL CONTROL
The Board is ultimately responsible for risk
management and internal controls and, on
behalf of the Board, the Audit Committee is
responsible for reviewing the Group’s risk
management and internal control systems.
The Committee reviewed management’s
assessment of risk and internal control, results
of work performed by internal audit, and the
results and controls observations arising
fromthe annual audit and interim review
procedures performed by the external auditor.
The Committee also ensured that all topics
are appropriately covered, as defined by its
Terms of Reference. In doing so, the
Committee considered:
the Group’s principal risks and related
assurance over risk areas;
internal audit reports on key audit areas and
any significant deficiencies in the control
environment;
management reports on the systems of
internal controls and the progress made on
control related projects;
external audit reports from PwC during the
year which included details of their audit risk
assessment processes;
actual and potential legal claims against the
Group, including commercial disputes with
key customers; and
the Group’s approach to IT, information
security and GDPR.
As reported in previous years, the Group’s
internal control environment has historically
been informal and often undocumented.
Continued progress has been made in this
area in 2022, including the introduction of a
new Head of Internal Audit, Risk and Control
to work alongside the co-sourced providers,
KPMG. An Executive Risk Committee (‘ERC’),
which was established in 2020, continues to
mature, meeting quarterly and providing risk
status reporting and recommendations on risk
priorities to the Audit Committee. The ERC is
composed of a broad representation of senior
management and key risk owners and is
tasked with ensuring business risks are
regularly evaluated, monitored, responded to,
and reported to the Board, including making
recommendations to the Board over the
principal risk and uncertainty disclosures.
Key developments delivered by the ERC in
2022 include the further development of the
climate risk and opportunities register, which
is fully aligned to our TCFD disclosures, as
well as the formalisation of a new fraud risk
assessment matrix.
These risk registers are now embedded into
the enterprise risk management activities and
are routinely monitored and reported on.
The Head of Internal Audit, Risk and Control is
responsible for facilitating six-monthly
Management Assurance statements, the
results of which are reported to the ERC and
the Audit Committee. These statements both
reinforce risk accountability and periodically
formalise the assessment of risk and control to
report to the Audit Committee.
Developments have been made by the finance
team and wider management on addressing
control issues identified; however, further
significant work is required, especially
considering potential future corporate
governance developments in the UK.
This remains a key priority for the Committee
going into 2023 and will remain a regular
agenda item. It is expected that the ongoing
upgrade from the current ERP system will
deliver control improvements through
comprehensive control documentation,
enhanced security and access, and a greater
reliance on automated system controls.
84Domino’s Pizza Group plc | Annual Report & Accounts 2022
AUDIT COMMITTEE REPORT
CONTINUED
Specific matters around risk assessment and the internal control environment considered by the Committee, and the work undertaken
bytheCommittee, are as follows:
Risk management and internal control Work undertaken by and conclusion of the Audit Committee
IT and cyber security The Group’s system sales and operations are highly dependent on its eCommerce IT systems.
There can be no guarantee as to the resilience of the Group’s systems to outside attack and the
Committee has commissioned reports on cyber security from Deloitte and KPMG in previous
years which, whilst identifying a number of areas requiring attention, have confirmed
managements strategic priorities for addressing them.
The Committee noted the continuing implementation of our cyber security framework by
management and received regular presentations from the Head of IT and the CISO around
emerging cyber security risks and the progress of control implementation across the
eCommerce and other IT platforms. The Committee challenged management’s action plans
around implementation of controls, including an assessment of any security issues identified
throughout the year.
Risk assessment The Committee reviewed the risk profile of the Group as agreed by the Board and the principal
risks as set out on pages 54 to 60 and challenged the nature and impact of the Group’s principal
risks. During the year, there have been further developments in the risk profile of the Group and
the Committee have reviewed any changes to principal risks, together with the underlying
process of business risk assessment on which these are derived. The Risk Committee
(established by management in 2020) has continued to re-assess the business risks with input
from each risk owner across the business and the outcome of this review has been reflected in
managements reported assessment.
Whistleblowing The Committee received updates from management of any whistleblowing cases identified
andreviewed the operation and appropriateness of reporting procedures. No significant items
were reported.
Fraud, Anti-Bribery and corruption The Committee reviewed the policy and training programme in place around anti-bribery
andcorruption.
Taxation The Committee received reports from management around the tax position of the Group and
were updated on emerging direct and indirect tax risks, and the tax treatment of specific one-off
transactions including the tax impact of the exercise of the Daytona option.
EXTERNAL AUDITORS
PwC were appointed external auditors in
2019. The Committee have engaged with
PwCin reviewing the audit plan for 2022,
scope of the audit and risks identified, and
have regularly met with the lead engagement
partner, Owen Mackney. The Audit
Committee also held meetings with the
external auditor without management present
at each Audit Committee meeting, and the
Audit Committee Chair has a regular and
frequent dialogue with the lead engagement
partner and the wider team.
The Audit Committee has reviewed the
independence, objectivity and effectiveness
of the external auditor, PwC, and has
concluded that PwC continues to possess
theskills and experience to fulfil its duties
effectively and efficiently.
PwC has confirmed that in its professional
opinion it is independent within the meaning
of regulatory and professional requirements
and the objectivity of the audit engagement
partner and audit staff are not impaired.
This is now the fourth year of PwC’s
engagement. The Committee remains
satisfied as a result of the discussions and
interactions with PwC, together with reviews
of audit quality reports, that no significant
issues were raised in relation to audit quality.
During the year, the Audit Quality Review
(AQR) team carried out a review of PwCs
audit of the Group’s 2021 Annual Report and
Accounts. PwC confirmed the findings of the
AQR to the Audit Committee at the February
2023 meeting. The Audit Committee
discussed the content of the AQR with PwC,
noting that there were no significant areas for
improvement identified within the report, nor
any material issues in relation to the Financial
Statements. The Audit Committee is pleased
to note that none of the AQR teams findings
were considered to be a key finding, with the
testing of management’s going concern
assumptions considered to be an example of
good practice. The Audit Committee Chair
received a full copy of the findings and had
afollow up meeting with the AQR team.
85Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
The report was also discussed in full in the
Audit Committee.
The Audit Committee agreed the fees for
theexternal auditor and has strict policies
regarding the provision of non-audit services
by the external auditor which can be found
onthe Company’s website. These include
specific pre-approvals for proposed work and
fees, a prohibition on certain services and a
restriction on total non-audit fees as a
percentage of the total audit and audit related
services, except in exceptional circumstances.
PwC also have a clear internal policy on
non-audit services.
The only significant non-audit fees charged in
the period were in relation to the interim
review and additional assurance work over
ESG metrics. The assurance over ESG metrics
work is consistent with the previous year,
foratotal fee of £50,000. The committee
considered the appropriateness of re-
appointing PwC in light of independence
requirements and considered the work
performed to be in line with both our internal
and PwC’s policies, and ethical guidance.
The only significant audit-related fee was the
interim review performed at half-year of
£63,800. The level of non-audit fees to audit
fees is 13%.
The level of fees payable to PwC for 2022
areas set out below:
£m
Total audit and audit-related fees 0.9
Non-audit fees 0.1
Total audit and non-audit services 1.0
The Company has complied throughout the
year with the Statutory Order 2014 issued by
the Competition and Markets Authority.
After assessing the level of non-audit fees,
thereview of effectiveness and relevant audit
quality reports, the Committee has no
concerns over the objectivity, independence
or effectiveness of the external auditors.
INTERNAL AUDIT
KPMG have continued to contribute to the
delivery of the internal audit plan as co-source
providers, working together with the Head
ofInternal Audit, Risk and Control in order
toset the framework for a cyclical audit of
each key business area during the year. The
key objective is to provide independent and
objective assurance that each business area
implements and maintains effective controls.
The plan focuses on benchmarking across
thebusiness on a risk-based approach,
informed by the business and the Committee.
Audits are designed to address strategic and
operational risks and seek to provide
assurance over the processes and controls
inplace to ensure certainty over the delivery
ofthe Group’s strategic objectives. The plan
covers the nature and timing of the audits in
order to assist in improving the effectiveness
of governance and key risk management and
internal control processes. The internal audit
team are also engaged in ad-hoc work based
on identified risk areas. During the year,
internal audit have performed work and issued
reports covering key risks including
eCommerce systems (covering payment
processing, sales reporting and basket
pricing), strategic transformation and
programme management, administration of
the National Advertising Fund, reporting of
service standards, and post-investment
reviews. Audits have also been undertaken to
review the governance arrangements and
effectiveness of project management
disciplines over the major ongoing projects to
implement a new eCommerce platform and to
upgrade our ERP system. Given the specialist
and technical nature of these reviews, the
internal audit team have been assisted by
experts from KPMG and BDO respectively.
Recommendations arising from audits are
followed up routinely to ensure management
commitments are enacted on a timely basis
and control improvements delivered.
The Committee are satisfied that there is
aclear improvement plan in place for
internalcontrols.
The internal audit team have input into
ensuring that adequate resources are made
available and that the necessary support is
provided by the business to accomplish the
agreed work programme. The Committee
Chair meets with the Head of Internal Audit,
Risk and Control as well as the KPMG
Partnerregularly to discuss activities and
thenature of any significant issues which
may have arisen.
A review of the effectiveness of the internal
audit function takes place annually, including
input from the Committee members and
management involved in the internal audit
process. Objectives for the department are
established at the start of each year with
progress against their achievement reviewed
at each Audit Committee meeting.
The work of internal audit is a regular agenda
item at Committee meetings. Reports from
the internal audit team routinely include
updates on audit and assurance activities,
progress on the Group’s internal audit plan,
and commentary and tracking of the
implementation of recommendations by
management. All audit reports are provided
tothe PwC external audit team and, where
relevant and beneficial, detailed findings are
shared between teams.
During the year, the Committee reviewed the
appropriateness of the appointment of a
separate KPMG team to advise the Company
in the deployment of the new ERP system.
The Committee were satisfied that
appropriate safeguards were in place
between teams to ensure the continued
independence of the Internal Audit function.
BDO were appointed to provide independent
Programme Assurance work over the ERP
deployment.
86Domino’s Pizza Group plc | Annual Report & Accounts 2022
AUDIT COMMITTEE REPORT
CONTINUED
GOING CONCERN AND VIABILITY
Net debt has increased during the year to
£253.3m, as a result of the shareholder returns
during the period, which exceeded the free
cash flow generated. Throughout the year, the
Group has maintained comfortable headroom
within its facility and comfortably met banking
covenant compliance, including both before
and after the refinancing in July 2022.
On behalf of the Board, the Audit Committee
reviewed the Group’s projected cash flows,
facilities and covenants as well as reviewing
the assumptions underlying the viability
statement (see page 61).
Having reviewed these projections, and the
potential scenarios consisting of the Base
Case, a sensitised scenario and a further
stress test, which have been set out in more
detail on page 61, and the ability of the Group
to stop discretionary payments, the Audit
Committee has concluded that it would
recommend to the Board that it should be
ableto make the relevant statements.
The principal sensitivity would be a significant
fall in underlying profitability or a severe
impact in the supply chain, which could
impact on the debt covenants, together with
any significant one-off impacts from supplier
disruption or data breaches.
Mitigations remain in the form of delaying or
suspending capital distributions through
dividends and share buybacks.
FAIR, BALANCED AND
UNDERSTANDABLE
The Audit Committee has provided advice to
the Board on whether the Annual Report and
Accounts, taken as a whole, are fair, balanced
and understandable and provide the
information necessary for shareholders to
assess the Group’s financial position and
performance, business model and strategy.
Each Director was also asked to provide this
confirmation. When doing so, both the Audit
Committee and the individual Directors were
provided by management with a formal
assessment of the key messages included in
the Annual Report and Accounts.
This assessment was designed to test the
quality of reporting and to enable the
Directors to satisfy themselves that the levels
of disclosure were appropriate.
The Committee gave due consideration to the
integrity of information provided in the Annual
Report to ensure that this explains the Groups
position and performance effectively.
The Committee reviewed the use of
Alternative Performance measures, including
the use of non-underlying measures, in light of
the guidelines issued by the European
Securities and Markets Authority (‘ESMA’).
The Committee recommended to the Board
that the disclosures in the Annual Report,
taken as a whole, are fair, balanced and
understandable, and provided the information
necessary for our shareholders to assess the
Company’s position, performance, business
model and strategy.
Lynn Fordham
Chair of the Audit Committee
8 March 2023
87Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
Committee members Member since Meeting attended
Matt Shattock 2020
Ian Bull 2019
Natalia Barsegiyan 2020
Stella David 2021
Lynn Fordham 2020
The Committee is
satisfied that the
remuneration outcomes
and payments for 2022
are fair and reasonable.
Stella David – Chair
Committee Members
Matt Shattock
Ian Bull
Lynn Fordham
Natalia Barsegiyan
4
Meetings
in 2022
100%
Meeting
attendance
For full biographies of the Committee
members see pages 62 and 63
CHAIR’S SUMMARY STATEMENT
Dear shareholder
I am pleased to present the Directors’
remuneration report for the period ended
25 December 2022.
In this report, we review the Groups
performance in the year and explain the
remuneration which resulted for the Directors.
I also explain how our remuneration policy
willbe implemented in 2023.
CHANGES TO THE BOARD
During the year, the Committee has had to
deal with disruption to the executive
leadership team. Following his resignation in
June 2022, Dominic Paul ceased to be CEO
on10 October 2022 and was succeeded by
Elias Diaz Sese on an interim basis. Dominic
remained on the Board to facilitate a smooth
transition and subsequently stepped down
from the Board on 30 December 2022. Elias has
previously served as a Non-executive Director
on the Board since October 2019 and brings
over 20 years’ experience in leadership roles
in global consumer food brands and franchise
businesses. Our new CFO, Edward Jamieson,
joined the Board on 17 October 2022,
succeeding our previous CFO who was in the
role on an interim basis and was not a member
of the Board.
The remuneration arrangements in relation to
Dominic’s departure and Elias and Edwards
new appointments were all determined in
accordance with our Directors’ Remuneration
Policy, which was approved by shareholders
at our 2022 AGM with 92.88% votes in favour.
The full details of these remuneration
arrangements can be found on pages 106
and107.
Colin Halpern stepped down from the Board
on 5 May 2022 as the Non-executive Vice
Chairman. Tracy Corrigan joined the Board
asa Non-executive Director on 5 May 2022.
PERFORMANCE AND
REMUNERATION FOR 2022
The Company’s underlying trading
performance in 2022 was robust, and
therewas demonstrable progress in our
franchisor/franchisee relationship following
the resolution reached with our franchisee
partners at the end of 2021. Notwithstanding
the challenges posed by a global inflationary
environment with the subsequent pressure on
consumers, like-for-like system sales,
excluding splits and the impact of VAT, grew
by 5.3%. The strengthening of the working
relationship with our franchisees saw the
introduction of national value campaigns,
which, coupled with our focus on digital
initiatives and improving customer service
levels, saw the Domino’s system increase its
share of the UK takeaway market to 8% in Q4
2022, up from 6.8% in the same period in 2021.
88Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REMUNERATION REPORT
Despite the external market conditions,
thebusiness has delivered strong financial
performance for the year, with the Group’s
adjusted underlying profit before tax (‘PBT’)
for the year above the threshold target level
for profit-related annual bonuses to be paid to
the CEO and CFO. Details of the annual bonus
outcomes are shown on page 108.
The Committee is satisfied that the
remuneration outcomes and payments for the
2022 financial year are fair and reasonable,
inlight of the business performance during
the year, and are in the best interests of the
Company and shareholders.
LTIP GRANTED DURING THE YEAR
Dominic Paul did not receive an LTIP award
during the year following his resignation.
As agreed at the time of appointment, the
Interim CEO, Elias Diaz Sese, received an
award under the 2022 LTIP of 200% of base
salary on 10 October 2022. The CFO, Edward
Jamieson, received his first LTIP award on
17 October 2022, which was prorated to
27/36ths of his annual limit of 175% of salary,
reflecting the time elapsed in the performance
period. For the awards made in 2022, 70%
ofthe awards are subject to performance
conditions based on earnings per share (‘EPS’)
targets for the 2024 financial year and 30%
are based on relative total shareholder return
(‘TSR’) measured over the three-year period
starting 10 October 2022. A two-year
post-vesting holding period applies. Detailed
performance targets for LTIP awards made in
2022 are shown on page 109 and the
performance targets for awards to be made
in2023 are shown on page 103. Shareholders
should note that the EPS targets for the LTIP
awards made in 2022 of 22.13p (threshold),
22.7p (target) and 26.11p (stretch) set by the
Committee are lower than those described in
the last Directors’ remuneration report of
23.2p (threshold), 23.8p (target) and 27.4p
(stretch) as being the intended targets at
thattime, as explained on page 109.
The Committee revised the targets in light
ofmaterial changes in the operating
environment since the originally intended
targets were reported. The actual targets
areappropriately demanding, but achievable
growth targets, and strike a balance between
being sufficiently challenging and acting as
arealistic incentive.
BASE SALARIES FOR 2023
As both the CEO and CFO were recently
appointed, their salaries will remain
unchanged at £765,000 and £365,000,
respectively, for 2023.
PENSION ARRANGEMENTS
Both the Interim CEO and the CFO were
appointed with a pension allowance of
3%ofbase salary, which is aligned with
thewider workforce.
SHAREHOLDERS’ VIEWS
The Committee continues to take an active
interest in shareholders’ views and looks
forward to maintaining an open and
transparent dialogue in the future. We would
like to thank you for your support in previous
years, and we look forward to your support
atthe 2023 AGM.
Stella David
Chair of the Remuneration Committee
8 March 2023
For the introduction to Governance,
see page 64
89
Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
REMUNERATION AT A GLANCE
Chief Executive Ocer
£1,600,000
£800,000
£400,000
£0
£
2,000,000
£1,200,000
2021
actual
56.81%
92.88%
2021
maximum
2022
actual
2022
maximum
Salary
PensionBenets Bonus
Chief Financial Ocer
£800,000
£400,000
£0
£
1,200,000
2021
actual
2021
maximum
2022
actual
92.88%
2022
maximum
Salary
PensionBenets Bonus
NOTES:
Elias Diaz Sese was appointed the CEO on an interim basis on 10 October 2022. Dominic Paul ceased to be the CEO on the same day. The chart for the CEO
showstheaggregated remuneration received by both individuals during the year in respect of the role of CEO.
The CFO joined the Company on 17 October 2022. His actual remuneration gures for 2022 have been annualised for illustrative purposes.
The percentages shown are the bonus payable as a percentage of maximum. Bonus gures have been annualised for illustrative purposes. Actual bonuses payable
for2022 are shown on page 108.
No LTIP awards were due to vest for the performance periods ending in 2021 and 2022; therefore, LTIP is not included in the charts above.
ALIGNMENT OF PERFORMANCE AND REMUNERATION 2022
ANNUAL BONUS
Incentivise annual delivery
offinancial and operational
goals linked to the
Companysstrategy
PBT
Linked to financial KPI
Stakeholder
relationship
building
30%
PBT
70%
STAKEHOLDER RELATIONSHIP BUILDING
Linked to business strategic plan
LTIP
Aligned to main strategic
objectives of delivering
sustained profitable growth
EPS GROWTH
Linked to financial KPI
Relative
TSR
30%
EPS
growth
70%
RELATIVE TSR
Linked to financial KPI
90Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REMUNERATION REPORT
CONTINUED
DIRECTOR REMUNERATION POLICY
This part of our Directors’ remuneration report sets out the Directors’ Remuneration Policy (the ‘Policy’) for the Company,
as required under the provisions of the Companies Act 2006 and Schedule 8 of the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 as amended (‘the Regulations’). The Policy was approved by
shareholders at the AGM on 5 May 2022.
OBJECTIVES OF THE POLICY
The Policy has been developed and designed to meet the following objectives:
Clarity: maintain transparency, clear alignment with shareholder value and promotion of long-term, sustained
performance;
Predictability: ensure that performance targets for variable pay are stretching but achievable, specific and measurable,
the quantum of reward reflects both Company and individual performance, and there are appropriate award caps and
Committee discretions in place;
Support for the Company’s business strategy by aligning the Executive Directors’ incentives with the Companys
growthobjectives;
Simplicity: ensure that the remuneration structures avoid unnecessary complexity and are easy to understand
forparticipants;
Risk is appropriately managed: variable pay should drive performance within the Company’s risk appetite and encourage
a prudent and balanced approach to the business;
Alignment to culture: the remuneration arrangements encourage the behaviour from the Executive Directors that the
Committee expects to see throughout the business; and
Proportionality: the link between individual awards, the delivery of strategy and long-term performance of the Company
is clear.
In setting the Policy for the Executive Directors, the Committee also takes into account a number of different factors:
The Committee applies the principles set out in the Code and also takes into account best practice guidance issued by
the major UK institutional investor bodies and other relevant organisations;
When the Committee determines and reviews the Policy for the Executive Directors, it considers and compares it
against the pay, policy and employment conditions of our employees to ensure that there is appropriate alignment
between the two; and
The Committee conducts periodic external comparisons to examine current market trends and practices and equivalent
roles in similar companies, taking into account their size, business complexity, international scope and relative
performance to inform its decisions. However, the Committee recognises that such data and information should be
usedas a guide only and that there may be a need to phase in changes over a period of time.
91Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
EXECUTIVE DIRECTORS’ REMUNERATION POLICY TABLE
Purpose and link to strategy Operation Maximum Performance targets
Base salary Reflects the responsibility
level and complexity of
therole
Reflects skills and experience
over time
Provides an appropriate level
of basic fixed income to avoid
excessive risk arising from
over-reliance on variable
income
Salaries will typically be
reviewed annually
Set in the context of pay and
employment conditions in the
Group and internal relativities
Salary levels take periodic
account of pay levels in
companies with similar
characteristics and sector
comparators
Salaries will typically be
eligible for increases on an
annual basis with the rate of
increase (in percentage terms)
typically linked to those of the
wider workforce
If there are significant changes
in responsibility, a change of
scope in a role, a material
sustained change in the size
and/or complexity of the
Company or very strong
performance, these may merit
base salary increases beyond
those of the wider workforce
If pay is set at a discount to the
Company’s normal policy on
appointment, it may be
appropriate to phase an
individual towards an
appropriate rate using
increases above those of the
wider workforce based on
performance and experience
n/a
Pension Provides market-competitive,
yet cost-effective retirement
benefits
Opportunity for Executives
tocontribute to their own
retirement plan
Defined contribution or cash
supplement
HMRC-approved salary
sacrifice arrangement (salary
sacrifice for employee
contribution)
Employer contribution to a
pension arrangement or
payment of a cash allowance
in lieu of a pension up to 3% of
basic salary
n/a
Other benefits Provides cost-effective
insured benefits to support
the individual and their family
Access to company car to
facilitate effective travel
Benefits are provided through
third-party providers and
include family-level private
medical and up to four times
salary life insurance cover
Company cars or cash
equivalents provided
Participation in an HMRC-
registered savings-related share
option scheme on the same
terms as other UK-based
employees
The Committee may offer
Executive Directors other
benefits from time to time on
broadly the same terms as
provided to the wider workforce
or, as appropriate, to enable
them to effectively fulfil their
duties. Relocation benefits may
be offered if considered
appropriate and reasonable
Any business-related expenses
(including tax thereon) may be
reimbursed
There is no maximum limit
specified but the Committee
reviews the overall cost of the
benefits on a periodic basis.
The value of insured benefits
will vary from year to year,
based on the cost from
third-party providers
n/a
92Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REMUNERATION REPORT
CONTINUED
Purpose and link to strategy Operation Maximum Performance targets
Annual
performance
bonus
Incentivise annual delivery of
financial and operational goals
linked to the Company’s
strategy
Up to two-thirds of the annual
bonus is paid in cash and
one-third is deferred into shares
that will vest after three years
and are subject to risk
offorfeiture
Dividend equivalents which
accrue on vested shares may
bepayable
Clawback and malus
provisionsapply
Stretching targets drive
operational efficiency and
influence the level of returns
that should ultimately be
delivered to shareholders
through share price
anddividends
The maximum bonus
opportunity is 150% of salary
for the CEO and 125% of salary
for the CFO and other
Executive Directors
Bonuses will be subject to a
combination of financial and
non-financial targets that are
setby the Committee on an
annual basis
The majority of the bonus will be
measured against financial
metrics (e.g. underlying PBT)
with a graduated scale set
around the target
A minority of the bonus may be
set based on non-financial
targets which are aligned to the
key business objectives from
year to year
A minority of each element will
be payable for achieving the
threshold performance level.
In relation to financial targets,
20% of this part of the bonus
becomes payable for achieving
the threshold performance
target. In relation to any
non-financial measures used, it
is not always practicable to set a
sliding scale for each objective.
Where it is, a similar proportion
of the bonus becomes payable
for achieving the threshold
performance level as for
financial targets
Details of the bonus measures
and targets operated each year
will be included in the relevant
Directors’ remuneration report
2022 Long Term
Incentive Plan
(2022 LTIP)
Aligned to main strategic
objectives of delivering
sustained profitable growth
Aids retention of senior
management
Creates alignment with
shareholders and provides
focus on increasing the
Company’s share price over
the medium term
Annual grant of performance
shares which may be structured
as conditional awards or nil cost
options
Subject to performance
conditions measured over three
years. An additional two-year
post-vesting holding period
applies to awards granted to
theExecutive Directors
Clawback and malus provisions
apply
Dividend equivalents which
accrue during the vesting period
and, where applicable,
post-vesting holding period may
be paid
Maximum annual opportunity
of 200% of salary for the CEO
and 175% for the CFO and
other Executive Directors
Long-term incentive awards vest
based on three-year
performance against one or
more challenging financial
targets and relative TSR
performance set and assessed
by the Committee at
itsdiscretion
Different measures may be set
for future awards but financial
targets will determine vesting in
relation to at least 50% of
anaward
A maximum of 15% of any award
vests for achieving the threshold
performance level, with 100% of
the awards being earned for
maximum performance
93Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Purpose and link to strategy Operation Maximum Performance targets
In-employment
share ownership
requirement
To provide alignment between
Executives and shareholders
To encourage a focus on
sustainable long-term
performance
Executives are required to
retainshares from the vesting
ofoptions and awards (on an
after-tax basis) to build and
maintain a shareholding
equivalent to the required
multiple of salary within five
years of joining
50% of any shares received on
vesting/exercise of awards
under the Companys LTIPs and
Deferred Share Bonus Plan (net
of tax), granted in respect of
performance periods starting in
2019 onwards, will be placed
into a nominee account until the
required share ownership
requirement has been met
At least 200% of salary
holding for Executive
Directors whilst in
employment
n/a
Post-employment
share ownership
requirement
To further strengthen the
alignment between Executives
and shareholders
Upon cessation of employment,
Executives are required to
maintain a shareholding for two
years thereafter
A level equal to the lower
ofthe in-employment
requirement and the number
of shares beneficially held
atcessation
n/a
94Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REMUNERATION REPORT
CONTINUED
NON-EXECUTIVE DIRECTORS’ REMUNERATION POLICY TABLE
Purpose and link to strategy Operation Maximum Performance targets
Non-executive
Director fees
Reflects the value of the
individual’s skills and
experience
Recognises expected time
commitments and
responsibilities
Chair’s fees are set by the
Remuneration Committee.
Non-executive Directors’ fees
are set by the Board
Fees are reviewed periodically
Takes into account periodic
external reviews against
companies with similar
characteristics and sector
comparators
Set in the context of time
commitments and
responsibilities
A base fee is provided to all
Non-executive Directors with
supplemental fees payable for
chairing the sub-Committees,
for holding the Senior
Independent Director position
or to reflect any additional
responsibilities or duties they
are required by the Board
toundertake
Non-executive Directors do not
participate in any annual bonus,
share incentive plans or pension
arrangements
Non-executive Directors shall
be reimbursed for any expenses
(on a gross of tax basis) incurred
in the course of carrying out
their role which are deemed
tobe taxable by HMRC
(orequivalent body)
The fee levels are reviewed
ona periodic basis, with
reference to the time
commitment of the role and
market levels in companies
ofcomparable size and
complexity
The fee levels will be eligible
for increases from the
effective date of the
three-year period that the
remuneration policy operates
to ensure they appropriately
recognise the time
commitment of the role,
increases to fee levels for
Non-executive Directors in
general and fee levels in
companies of a similar size
andcomplexity
Flexibility is retained to go
over the above fee levels, if
necessary to do so, to appoint
a new Chair or Non-executive
Director of an appropriate
calibre
n/a
Shareholding
guideline
To provide alignment between
Non-executive Directors and
shareholders
Non-executive Directors are
encouraged, but not required,
to own shares in the Company
To facilitate this, Non-executive
Directors can enter into
arrangements under which a
percentage of their after-tax
fees can be applied to
purchaseshares
n/a n/a
95Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
OPERATION OF THE ANNUAL BONUS PLAN, THE
DEFERRED SHARE BONUS PLAN AND LTIP POLICY
The Committee will operate the annual bonus plan, the Deferred Share
Bonus Plan (‘DSBP’), the 2012 LTIP and the 2022 LTIP scheme in
accordance with their respective rules and in accordance with the
Listing Rules and HMRC requirements where relevant.
Within these rules, the Remuneration Committee is required to
retainanumber of discretions to ensure an effective operation and
administration of these plans. These discretions are consistent with
standard market practice and include (but are not limited to):
who participates in the plans;
when awards are granted and/or paid;
the size of an award and/or a payment (subject to the limits stated in
the policy table above);
how to determine the level of vesting;
how to deal with a change of control or restructuring of the Group;
how to determine a good/bad leaver for incentive plan purposes;
how to determine any adjustments required in certain circumstances
(e.g. rights issues, corporate restructuring, events and special
dividends); and
reviewing the performance conditions (range of targets, measures
and weightings) for the annual bonus plan and LTIP from year to year.
If certain events occur, such as a material acquisition or the divestment
of a Group business, the original performance conditions may no longer
be appropriate. Therefore, the Remuneration Committee retains the
discretion to make adjustments to the targets and/or set different
measures and alter weightings as they deem necessary to ensure the
conditions achieve their original purpose, are appropriate in the revised
circumstances and, in any event, are not materially less difficult
tosatisfy.
Any use of the above discretions would, where relevant, be explained in
the Directors’ remuneration report and may, where appropriate, be the
subject of prior consultation with the Company’s major shareholders.
To comply with the UK Corporate Governance Code published in 2018,
for awards granted in 2019 and beyond, irrespective of whether any
performance condition has been achieved, the Committee will have
discretion under the annual bonus plan, the 2012 LTIP and 2022 LTIP to
scale back the level of pay-out or vesting that would otherwise result by
reference to the formulaic outcome alone. Such discretion would only
be used in exceptional circumstances and may be applied to take into
account corporate and/or personal performance.
Share-settled incentive awards and any arrangements agreed prior to
the effective date of this policy will remain eligible to vest or pay out
based on their original award terms. This includes any awards granted
under the DSBP, the 2012 LTIP scheme or the 2016 LTIP scheme.
In addition, all arrangements previously disclosed in prior years’
Directors’ remuneration reports will remain eligible to vest or become
payable on their original terms.
CLAWBACK AND MALUS PROVISIONS
The Company has the right to reduce the number of shares over which
an award was granted under the DSBP or LTIP where it is discovered
that the award was granted over too many shares as a result of a
material misstatement in the Company’s accounts, when there has
been an error or reliance on misleading information when assessing the
size of the award that was granted, and/or it is discovered that the
participant could reasonably have been dismissed as a result of
his/hermisconduct. For performance periods beginning on or after
31 December 2018, the Company may also scale back an award where
the Company suffers a material downturn in its operational or financial
performance which is at least partly attributable to management
failure; where the Company has suffered an instance of corporate
failure; and/or where this is a material failure of risk management and/
or regulatory non-compliance. For performance periods beginning on
or after 31 December 2021, the Company may also scale back an award
where the Company suffers a serious reputational damage as a result of
management failure and/or where there is unreasonable failure to
protect the interests of employees and customers.
The Company may also claw back cash bonus awards or previously
vested DSBP and LTIP awards in accordance with the principles set out
above to ensure that the full value of any overpayment is recouped.
In these circumstances, the Committee may apply clawback within
twoyears of the payment of the cash bonus or date of grant of a DSBP
award or within three years of the vesting of an LTIP award.
BALANCE BETWEEN FIXED AND VARIABLE PAY
The performance-related elements of remuneration are dependent
upon the achievement of outcomes that are important drivers of
sustainable growth for the business and therefore the creation of value
for shareholders.
CHOICE OF PERFORMANCE METRICS
The Company is a growth business, and our investments in supply
chain, digital innovation and the customer experience are all designed
to improve the profitability of the overall system, reach new customers
and drive repeat business from existing customers. However, neither
system sales nor statutory revenue are appropriate performance
measures, because the former is significantly influenced by franchisees,
and the latter is affected by the volatility of food costs. As a result,
underlying profit before tax is used as the main performance metric
inthe annual bonus plan, as this captures both the growth and the
efficiency of the business. Part of the annual bonus is also subject
tostrategic objectives.
A combination of relative TSR and growth in underlying EPS have been
used for LTIP awards in previous years. The underlying EPS measures
the Company’s success in delivering long-term profit growth, a key
contributor to the Company’s valuation, and was considered by the
Committee to be the most appropriate measure of long-term financial
performance. It is also used by the Board to determine success in
executing our strategy and our dividend policy.
96Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REMUNERATION REPORT
CONTINUED
Relative TSR helps align management’s and shareholders’ interests,
since the Executives will only be rewarded to the extent that the
Company delivers a return to shareholders above that of the median
company of comparable size, with full vesting on this measure requiring
top quartile performance.
All incentives are capped, other than for the impact of share price,
inorder that inappropriate risk-taking is neither encouraged nor
rewarded. For financial targets, a sliding scale is applied, with a very
modest amount being payable for threshold levels of performance.
A number of the Company’s non-financial strategic objectives have
been incorporated into the annual bonus for Executive Directors
andwill be applied on an individual basis for a minority of the overall
bonus opportunity.
These objectives will also be measured on a sliding scale of
performance where possible.
The Committee will review the continued appropriateness of the
annualbonus (and, if applicable, 2022 LTIP) performance conditions
onan annual basis to ensure that they remain aligned to the Company’s
strategy. The Committee will make necessary changes to the
weightings of measures and/or introduce new measures which they
believe would provide a closer link to the business strategy within
theconfines of the policy detailed above. Shareholder dialogue would
take place, as appropriate, should there be any material change of
emphasis in relation to current practices.
HOW EMPLOYEES’ PAY IS TAKEN INTO ACCOUNT
Pay and conditions elsewhere in the Group were considered when
finalising the current policy for the Executive Directors. In particular,
theCommittee is updated on salary increases for the general employee
population, Company-wide benefit provisions, level of annual bonuses
and staff participation in long-term incentive schemes, so it is aware
ofhow the total remuneration of the Executive Directors compares
withthe average total remuneration of employees generally.
The Committee does not formally or directly consult with employees
onExecutive pay but does receive periodic updates from the Group’s
People Director. The Committee is also informed of the results of
colleague engagement surveys, which do not contain any specific
questions related to Executive Director remuneration. The most recent
survey continues to show high levels of colleague engagement,
withreward continuing to be an important attribute of their job.
As previously reported, the Board decided that engagement with
theworkforce for the purposes of Principle 5 of the UK Corporate
Governance Code is best achieved through a designated Non-
executive Director who will gather views from the workforce on
executive remuneration in 2023. Details of colleague engagement
canbe found on page 74.
HOW THE EXECUTIVE DIRECTORS’ REMUNERATION
POLICY RELATES TO THE GROUP
The remuneration policy described above provides an overview of the
structure that operates for the most Senior Executives in the Group,
with a significant element of remuneration dependent on Company
andindividual performance.
A lower aggregate level of incentive payment applies below Executive
Director level, driven by market comparatives, internal relativities
andthe potential impact of the role. The vast majority of the Group’s
employees participate in an annual bonus plan, with the limits and
performance conditions varying according to job grade.
The Committee believes that broad-based employee share ownership
provides a key element in retention and motivation in the wider
workforce. Long-term incentives are provided through the Group’s
discretionary share schemes to selected Executives and managers.
The Company also offers an HMRC-registered savings-related share
option scheme for all UK-based employees with more than three
months’ service, including Executive Directors.
All newly appointed employees, including Executive Directors, are
eligible to join a defined contribution pension plan. In other territories,
pension provision varies and can be contributions to state schemes,
occupational plans or personal pension arrangements in which the
employing company makes contributions.
HOW IS RISK MANAGED IN RELATION TO SHORT
AND LONG-TERM INCENTIVES?
The Committee believes that the consideration and management of
riskis important when formulating and then operating appropriate
remuneration structures (notably the performance criteria) for senior
management. The majority of the members of the Committee are also
members of the Audit Committee, whose Chair is also a member of the
Remuneration Committee. The Remuneration Committee has a good
understanding of the key risks facing the business and the relevance
ofthese to the remuneration strategy, most particularly when setting
targets for performance-related pay.
In line with the Investment Association’s Guidelines on Responsible
Investment Disclosure, the Remuneration Committee ensures that the
incentive structure for Executive Directors and senior management
willnot raise environmental, social and governance (‘ESG’) risks by
inadvertently motivating irresponsible behaviour, and remuneration
design can be flexed to address ESG issues when appropriate.
The Committee has due regard to issues of general operational risk
when structuring incentives.
The clawback provisions (see page 96) in respect of annual bonuses
and long-term share plans also provide the Committee with a
mechanism to recover monies in certain circumstances.
Share ownership requirements and the design of the 2012 LTIP and
2022 LTIP help to ensure that the Executive Directors have a strong
personal focus on long-term sustainable performance, heavily driven
bythe relative and absolute returns delivered to shareholders.
97Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Financial statements
HOW SHAREHOLDERS’ VIEWS ARE
TAKENINTOACCOUNT
The Committee considers shareholder feedback received around the
AGM and analyses the votes cast on the relevant items of business.
This feedback, plus views received during meetings with institutional
shareholders and their representative bodies, is considered as part of
the Company’s annual review of remuneration policy.
The Remuneration Committee also consults with its key shareholders
whenever appropriate. A consultation process was undertaken during
2021 and early 2022 with shareholders’ views being reflected in the
current policy, which was approved by shareholders at the 2022 AGM
with 92.88% votes in favour. The Committee values feedback from its
shareholders and seeks to maintain a continued open dialogue.
Investors who wish to discuss remuneration issues should contact the
Company Secretary.
SERVICE CONTRACTS AND POLICY ON EXIT
The Committee reviews the contractual terms for new Executive
Directors to ensure that these reflect best practice.
Service contracts are normally entered into on a rolling basis, with
notice periods given by the employing company normally limited to six
months or less. The Committee has discretion to determine a longer
notice period (up to 12 months) for new Executive Directors, which will
be reduced to six months by no later than the end of the second year
after joining. Should notice be served by either party, the Executive can
continue to receive basic salary, benefits and pension for the duration
of their notice period, during which time the relevant Group company
may require the individual to continue to fulfil their current duties or
may assign a period of garden leave. An Executive Director’s service
contract may be terminated without notice and without any further
payment or compensation, save for sums accrued up to the date of
termination, on the occurrence of certain events of gross misconduct.
If the Company terminates the employment of an Executive Director in
breach of contract, compensation is limited to salary due for any
unexpired notice period and any amount assessed by the Committee as
representing the value of other contractual benefits which would have
been received during the unexpired notice period.
Notice provisions in the service contract for Dominic Paul, the Chief
Executive Officer, required six months’ notice of termination to be given
by the Company or the Executive. His contract included payment in lieu
of notice provisions as per the policy detailed on page 99.
Payments in lieu of notice are not pensionable. In the event of a change
of control of the Group, there is no enhancement to contractual terms.
In summary, the contractual provisions for any new Executive Directors are as follows:
Provision Detailed terms
Notice period Normally six months or less. Subject to Committee discretion, up to 12 months may be offered initially but will be reduced to
six months no later than the end of the second year after joining
For Elias Diaz Sees, 3 months’ notice is to be given to the Company. From the Company, the initial notice period is 12 months.
After four months of the engagement, the notice period will reduce by one month for each additional month worked with a
minimum notice period of three months so that the notice period after 13 months of the engagement is 3 months. If the
contract period extends beyond 31 December 2023, the notice period will then be 6 months’ notice from either party.
Edward Jamieson has a 12 months’ notice period from either party. From 17 October 2024, the second anniversary of his date
of appointment, the notice period will be reduced to 6 months’ from either party.
Maximum termination payment Base salary plus benefits and pension, subject to mitigation for new Directors
Remuneration entitlements A pro rata bonus may also become payable for the period of active service along with vesting for outstanding share awards (in
certain circumstances – see page 99)
In all cases performance targets would apply
Change of control As on termination
Any share-based entitlements granted to an Executive Director under the Company’s LTIP schemes or bonus entitlement under the annual
performance bonus will be determined based on the relevant plan rules.
98Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REMUNERATION REPORT
CONTINUED
With regard to the circumstances under which the Executive Directors might leave service, these are described below with
adescriptionoftheanticipated payments:
Remuneration element
‘Bad’ leaver
(e.g. resignation and dismiss for cause)
‘Good’ leaver
(e.g. death, ill health, retirement, redundancy and any other reason if the Committee so decides)
Salary in lieu of notice period Salary for proportion of notice
period served
Up to a maximum of 100% of salary
Pension and benefits Provided for proportion of notice
period served
Up to one year’s worth of pension and benefits (e.g. redundancy)
Possible payment of pension and insured benefits triggered by the leaver event (this would
be governed by the terms of the benefits provided)
Where appropriate, medical coverage may continue for a period post cessation
Bonus (in year) Immediately forfeited on the date
of cessation
Normally reduced pro rata to reflect proportion of performance period elapsed (provided
performance conditions are met), unless the Committee decides that no reduction (or a
smaller reduction) is appropriate in any particular case
Bonus (deferred shares) Immediately lapse on the date of
cessation
Awards shall vest on the normal vesting date, unless the Committee otherwise determines
that the award shall vest on the date of cessation (or such later date as the Committee
specifies), and in either case to such extent as the Committee determines
Long-term incentive entitlements
(2012 LTIP and 2022 LTIP)
Immediately lapse on the date of
cessation
Will ordinarily vest on the normal vesting date based on performance tested over the full
performance period and time pro rata based on the period of time after the grant date and
ending on the date of cessation, unless the Committee determines otherwise (i.e. early
vesting on cessation, or such other later date as the Committee specifies, or the Committee
decides time proration is inappropriate in any particular case and shall increase the number
of vested shares)
Other payments None The Committee may pay reasonable outplacement and legal fees where considered
appropriate. The Committee may also pay any statutory entitlements or settle or
compromise claims in connection with a termination of employment, where considered in
the best interests of the Company.
NON-EXECUTIVE DIRECTOR REMUNERATION
The Non-executive Directors are not employed under service contracts and have contracts for services with a notice period of three months.
Non-executive Directors do not receive compensation for loss of office. Each of the Non-executive Directors is appointed for a fixed term of three
years, renewable for a further three-year term if agreed and subject to annual re-election by shareholders.
The following table shows details of the terms of appointment for the Non-executive Directors:
Appointment date Date most recent term commenced Expected date of expiry of current term
Ian Bull 19 April 2019 19 April 2022 19 April 2025
Usman Nabi
1
11 November 2019 11 November 2019 See note 2
Matt Shattock 16 March 2020 16 March 2020 16 March 2023
Natalia Barsegiyan 16 September 2020 16 September 2020 16 September 2023
Lynn Fordham 16 September 2020 16 September 2020 16 September 2023
Stella David 23 February 2021 23 February 2021 23 February 2024
Tracy Corrigan 5 May 2022 5 May 2022 5 May 2025
1. Usman Nabi is an appointee of Browning West LP. His term in oce is governed by a relationship agreement between the Company and Browning West,
detailsofwhich can be found on the investor relations website https://investors.dominos.co.uk.
99Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
RECRUITMENT AND PROMOTION POLICY
When facilitating an external recruitment or an internal promotion, the Committee would apply the following principles:
Remuneration element Policy
Base salary Salary levels will be set based on the experience, knowledge and skills of the individual and in the context of market rates for
equivalent roles in companies of a similar size and complexity. The Committee would also consider Group relativities when setting
base salary levels.
The Committee may set initial base salaries below the perceived market rate with the aim to make multi-year staged increases to
achieve the desired market position over time. Where necessary these increases may be above those of the wider workforce, but
would be subject to continued development in the role.
Benefits and pension Would be as provided to current Executive Directors.
The Committee would consider meeting the cost of certain reasonable relocation expenses and legal fees as necessary.
Annual bonus The annual bonus would be operated in line with that set out in the policy table for current Executive Directors.
For a new joiner, the bonus would be pro-rated for the period of service during the financial year of their appointment.
Due to the timing or nature of the appointment, the Committee may determine it necessary to set different or modified performance
conditions for the first year of appointment.
Long-term incentives Participation would be in accordance with the information set out in the policy table.
Awards may be made on or shortly after an appointment, subject to prohibited periods.
Different performance conditions may be set as appropriate.
Any new appointment would be eligible to participate in the all-employee share option arrangements on the same terms as all other
employees.
For internal promotions, existing awards would continue over their original vesting period and will remain subject to their terms as at
the date of grant.
Additional incentives on
appointment
The Committee would assess whether it is necessary to buyout remuneration which would be forfeited from a previous employer on
termination.
The Committee would, where possible, seek to offer a replacement award taking into account the structure, quantum, time horizons
and relevant performance conditions which would impact on the expected value of the remuneration to be forfeited.
The Committee would use the existing remuneration plans where possible, although it may be necessary to grant outside of these
schemes using exemptions permitted under the Listing Rules.
EXTERNAL APPOINTMENTS
The Committee recognises that Executive Directors may be invited to become Non-executive Directors in other companies and that these
appointments can enhance their knowledge and experience to the benefit of the Company. Subject to pre-agreed conditions, and with prior
approval of the Board, each Executive Director is permitted to accept one appointment as a Non-executive Director in another listed company.
The Executive Director is permitted to retain any fees paid for such service.
100Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REMUNERATION REPORT
CONTINUED
ILLUSTRATION OF REMUNERATION SCENARIOS
The chart below illustrates the total remuneration for the Chief Executive Officer based on the proposed new policy under four different scenarios
– minimum, target, maximum and maximum with a 50% share price growth.
Assumptions:
Minimum – comprises fixed pay being the value of 2023
base salary, 2022 benefits and a 3% pension allowance.
Target – minimum plus a bonus pay-out and LTIP vesting
– out of 50% of the maximum.
Maximum – minimum plus max bonus and max LTIP.
Maximum with 50% share price growth – maximum
withLTIP element being 1.5 times max LTIP.
No account has been taken of any prospective dividend
equivalents to be paid on vested share awards.
Fixed pay
Annual bonus
LTIP
Chief Executive Ocer
£3,000
£2,000
£1,000
£500
0
£3,500
£2,500
£1,500
£4,000
£4,500
Remuneration (£000s)
£2,141
£3,479
£4,244
£802
19%
27%
54%
23%
33%
44%
37%
27%
36%
100%
Minimum Maximum Maximum with 50%
share price growth
Target
Assumptions:
Minimum – comprises fixed pay being the value of 2023
base salary, 2022 benefits and a 3% pension allowance.
Target – minimum plus a bonus pay-out and LTIP vesting
– out of 50% of the maximum.
Maximum – minimum plus max bonus and max LTIP.
Maximum with 50% share price growth – maximum
withLTIP element being 1.5 times max LTIP.
No account has been taken of any prospective dividend
equivalents to be paid on vested share awards.
Fixed pay
Annual bonus
LTIP
Chief Financial Ocer
£1,000
£500
0
£1,500
£2,000
Remuneration (£000s)
£935
£1,482
£1,802
£388
22%
25%
53%
26%
31%
43%
41%
24%
34%
100%
Minimum Maximum Maximum with 50%
share price growth
Target
101Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
IMPLEMENTATION OF REMUNERATION POLICY
ROLE AND MEMBERSHIP
The Committee is responsible for the Chairs and the Executive Directors’ remuneration, and also oversees the remuneration packages of other
Senior Executives. The remuneration and terms of appointment of the Non-executive Directors are determined by the Board as a whole.
The Chair and the Chief Executive Officer are consulted on proposals relating to the remuneration of relevant Senior Executives and, when
appropriate, are invited by the Remuneration Committee to attend meetings but are not present when their own remuneration is considered.
Other Non-executive Directors may also attend meetings by invitation.
The Company Secretary acts as Secretary to the Remuneration Committee.
The role of the Remuneration Committee is set out in its Terms of Reference, which are reviewed annually and can be found on the Groups website,
https://investors.dominos.co.uk. The Remuneration Committee normally meets up to four times in each year and additionally as circumstances dictate.
During the year, the members of the Remuneration Committee and their attendance at the meetings were:
Name Member since Attendance
Stella David (Chair) 23 February 2021 4 of 4
Matt Shattock 16 March 2020 4 of 4
Ian Bull 19 April 2019 4 of 4
Elias Diaz Sese
1
17 October 2019 3 of 3
Natalia Barsegiyan 16 September 2020 4 of 4
Lynn Fordham 16 September 2020 4 of 4
1. Elias Diaz Sese was appointed the Interim Chief Executive Ocer on 10 October 2022 and ceased to be a Non-executive Director and Remuneration Committee
member on the same day.
EXTERNAL ADVISER
Advice on executive remuneration and share schemes is received from the executive compensation practice of Alvarez & Marsal (‘A&M’) who were
appointed by the Committee based on their experience and expertise. A&M is a member of the Remuneration Consultants’ Group and is a signatory
to its Code of Conduct, requiring the advice it provides to be objective and impartial. During the year, A&M did not provide any other services to the
Company except in relation to senior management remuneration matters and therefore the Committee is comfortable that the advice provided was
independent. Fees charged by A&M for advice provided to the Committee for the relevant periods during the year amounted to £78,682 (excluding
VAT) (2021: £98,617) charged predominantly on a time and materials basis.
WHAT HAS THE REMUNERATION COMMITTEE DONE DURING THE YEAR?
The Remuneration Committee met four times during the year to consider and, where appropriate, approve key remuneration items including the
following:
A) Management of individual remuneration
reviewed and approved Executive Directors’ and senior management base salaries and benefits;
reviewed year-end business performance and performance-linked rewards in order to determine annual bonus pay-outs and vesting
of long-termincentives;
approved long-term incentive awards made in 2022 under the 2022 LTIP;
approved the performance conditions for the LTIP awards in 2022 and to be made in 2023; and
approved the termination arrangements for Dominic Paul and joining arrangements for Elias Diaz Sese and Edward Jamieson, including
performance conditions for their 2022 annual bonus.
B) Governance of the remuneration programme
monitored guidance from institutional shareholder bodies on executive pay and considered the application of the revised UK Corporate
Governance Code;
reviewed and approved the Directors’ remuneration report;
received presentations from management on gender pay reporting.
received presentations from management on pay and benefits of the wider workforce
102Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REMUNERATION REPORT
CONTINUED
IMPLEMENTATION OF REMUNERATION POLICY FOR 2023
BASE SALARY
The base salaries of the CEO and CFO will not be increased in April 2023. Increases to be applied to the wider workforce vary from 3% to 7%
depending on grade.
BENEFITS AND PENSION
Benefits in kind provided for Executive Directors are principally a company car provision or an allowance in lieu of company car, mobile telephone,
life insurance cover and private health cover for Executive Directors and their families. Executive Directors will receive cash in lieu of pension
allowance of 3% of base salary.
ANNUAL PERFORMANCE BONUS (‘APB’)
The maximum bonus opportunity for the CEO and CFO for 2023 will be 150% and 125% of salary, respectively.
The APB provides a focus on the delivery of the stretching targets that are set by the Committee following consideration of the Companys annual
operating plan by the Board each year and there is a threshold level of performance below which no award is paid.
The performance conditions for the APB for the 2023 financial year will be based both on achieving and exceeding the Group’s underlying PBT
growth targets set by the Board (65% of bonus for the CEO and CFO) and on achieving individual business objectives (35% of bonus for the CEO
and CFO) which support the business plan. Included within the 35% of bonus attributed to business objectives, 10% is allocated to ESG/
sustainability targets.
The underlying PBT measure is based on internally set targets and pays out 20% at threshold (95% of target) rising on a pro-rata basis to 50%
pay-out at target with full payment only due if we achieve 110% of target.
For 2023, strategic objectives will be set by the Committee linked to the Company’s strategic goals. Where appropriate, individual objectives are
also set on a sliding scale based around a target.
The Committee considers that the performance targets in relation to the APB are commercially sensitive and therefore will not be disclosed on a
prospective basis, but intends that the targets and outcomes are disclosed in the Directors’ remuneration report once they are no longer considered
sensitive, as has been its practice in recent years.
Two-thirds of any bonus payments will be made in cash, with the remaining third deferred into Company shares which will vest after three years,
during which time they remain subject to risk of forfeiture.
LONG TERM INCENTIVE PLAN (‘LTIP’)
The resolution with UK franchisees announced in December 2021 was a pivotal development for the Company. It is consistent with the Company’s
growth strategy and includes the Company committing to strategic investments in the short-term to enhance the growth potential of the system to
the benefit of all stakeholders. The Committee has considered how the resolution should be reflected in LTIPs so that the performance conditions
strike a balance between ensuring that they are robust and challenging while they are seen by management as being realistic and incentivising.
Our aim is to set targets that are directly related to strategy and align management and shareholders’ interests.
It is intended that the CEO and CFO will receive an LTIP award in 2023 with a face value of 200% and 175% of base salary, respectively. Awards will
vest after three years, subject to two independent performance metrics.
70%: EPS growth
EPS Targets (pence per share
for the 2025 financial year)
Vesting (% of EPS
part of award)
Threshold 24.38 10%
Target 25.00 50%
Stretch 28.75 100%
Straight-line vesting in between the performance points above.
103Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Financial statements
30%: Relative TSR performance
The remaining 30% of the award will vest in accordance with the following vesting schedule based on the Companys TSR performance against the
constituents of the FTSE 250 Index, excluding investment trusts, over three financial years.
Ranking of the Company’s TSR
Vesting (% of TSR part of
award)
Below median 0%
Median 15%
Upper quartile or higher 100%
Straight-line vesting in between the performance points above.
NON-EXECUTIVE DIRECTORS’ FEES
Non-executive Directors’ fees are reviewed biennially and were last increased with effect from January 2020, or the date of appointment if later.
The fee structure for the Chair and other Non-executive Directors for 2023 is as follows:
Chair – £480,000
Non-executive Director base fee – £65,000
Audit Committee Chair fee – £15,000
Remuneration Committee Chair fee – £15,000
Nomination & Governance Committee Chair fee (Committee established on 30 November 2021) – £nil
Sustainability Committee Chair fee – £12,000
Senior Independent Director fee – £15,000
Workforce nominated NED fee – £10,000
Non-executive Directors’ fees reflect the level of experience and time commitment required for their roles.
STATEMENT OF SHAREHOLDER VOTING AT AGM
The voting results for the last vote on the Directors’ remuneration policy (at the 2022 AGM) and the Annual Report on Remuneration (at the 2022
AGM) were as follows:
Annual report on remuneration (2022 AGM) Remuneration policy (2022 AGM)
Total number of votes % of votes cast Total number of votes % of votes cast
For 342,157,892 93.40% 331,094,694 92.88%
Against 24,174,689 6.60% 25,363,801 7.12%
Total votes cast (for and against) 366,332,581 100% 356,458,495 100%
Votes withheld
1
74,883 9,948,969
Total votes cast (including withheld votes) 366,407,464 366,407,464
1. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast ‘For’ and ‘Against’ a resolution.
104Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REMUNERATION REPORT
CONTINUED
AUDITED INFORMATION
The information presented from this section up until the unaudited information heading on page 111 represents the audited section of this report.
SINGLE TOTAL REMUNERATION FIGURE FOR EACH DIRECTOR
52 weeks ended 25 December 2022
£000 Salary
Benefits
7
and
supplements Bonus Pension Other
Total
Remuneration
in 2022
Total
fixed
Total
variable
Executives
Elias Diaz Sese
1
147 3 225 3 378 153 225
Edward Jamieson
2
63 3 81 2 519 668 68 600
Former Executives
Dominic Paul
3
746 13 23 782 782
Non-executives
Matt Shattock 480 480 480
Colin Halpern
4
65 10 75 75
Stella David 90 90 90
Elias Diaz Sese
1
53 53 53
Ian Bull 80 80 80
Usman Nabi
5
Natalia Barsegiyan 77 77 77
Lynn Fordham 80 80 80
Tracy Corrigan
6
41 41 41
Total 1,922 29 306 28 519 2,804 1,979 825
1. Elias Diaz Sese was appointed the Interim Chief Executive Ocer on 10 October 2022. Prior to that, he served as a Non-executive Director and a member of the
Remuneration Committee. The gures above reect the remuneration he received in respect of both roles split between that received as Interim Chief Executive
Ocer and that received as a Non-executive Director.
2. Edward Jamieson joined the Company and the Board as the Chief Financial Ocer on 17 October 2022. The gures above reect the remuneration he received in
respect of the period from 17 October 2022 to 25 December 2022 as well as the buyout awards he received on joining which replaced the awards he forfeited on
leaving the previous employment. The buyout awards included a cash bonus of £57,000 payable in March 2023, RSU awards with a total face value of £461,636
vesting in 2022, 2023 and 2024, all subject to continued employment and clawback provisions. The timing of payment / vesting of these awards is on a similar basis as
those for the awards he forfeited on leaving the previous employment. Full details of these awards can be found on page 110.
3. Dominic Paul ceased to be Chief Executive Ocer on 10 October 2022 and stepped down from the Board on 30 December 2022. The gures above reect the
remuneration he received in respect of the period from 27 December 2021 to 25 December 2022.
4. Colin Halpern stepped down from the Board on 5 May 2022. Colin Halpern received a fee of £15,000 from the Company and the additional remuneration for the 2022
nancial year of £50,000 (2021: £140,000) was paid to HS Real Company LLC in respect of his services. A further benet of £10,000 (2021: £31,000) relating to life
insurance premiums was also paid to HS Real Company LLC during the year.
5. Usman Nabi waived his fees in accordance with the terms of his appointment letter.
6. Tracy Corrigan joined the Board on 5 May 2022.
7. The value of benets relates primarily to the provision of a company car allowance and, if applicable, health cover. Where relevant, they also include the fair value of
share awards made under the Savings Related Share Option Plan.
105Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
52 weeks ended 26 December 2021
£000 Salary
Benefits
3
and
supplements Bonus Pension
Total
Remuneration
in 2021
Total
fixed
Total
variable
Executives
Dominic Paul 750 14 639 37 1,440 801 639
Former Executives
Neil Smith 397 11 20 428 428
Non-executives
Matt Shattock 480 480 480
Colin Halpern
1
140 31 171 171
Stella David
4
62 62 62
Kevin Higgins 54 54 54
Elias Diaz Sese 65 65 65
Ian Bull 94 94 94
Usman Nabi
2
Natalia Barsegiyan 65 65 65
Lynn Fordham 66 66 66
Total 2,173 56 639 57 3,099 2,286 639
1. Colin Halpern was not remunerated by the Company and, for the 2021 nancial year, a management fee of £140,000 (2020: £140,000) was paid to HS Real Company
LLC in respect of his services. A further benet of £31,000 (2021: £31,000) relating to life insurance premiums was also paid to HS Real Company LLC during the year.
2. Usman Nabi waived his fees in accordance with the terms of his appointment letter.
3. The value of benets relates primarily to the provision of a company car allowance and, if applicable, health cover. Where relevant, they also include the fair value of
share awards made under the Savings Related Share Option Plan.
4. Stella David joined the Board on 23 February 2021.
DEFINED CONTRIBUTION PENSIONS
Executive Directors receive pension contributions to a personal pension fund or in cash. In the year ended 25 December 2022, Elias Diaz Sese,
Edward Jamieson and Dominic Paul each received a pension allowance of 3% of salary which totalled £2,648, £2,105 and £23,110 respectively.
CHANGES TO THE BOARD
Leaving arrangements for Dominic Paul
On 29 June 2022, we announced the former CEO Dominic Paul’s decision to resign from the Company. He subsequently stepped down as the CEO
on 10 October 2022 and remained on the Board to facilitate a smooth transition until the end of his six months’ notice period on 30 December 2022.
In line with the Policy for Executive Directors, Dominic continued to receive salary, pension and benefits for the notice period with a total value
of£398,509.
As a result of his resignation, Dominic was not eligible for annual bonus in respect of the 2022 financial year. He did not receive an LTIP grant in
2022. All of his outstanding LTIP and DSBP awards lapsed on cessation.
Dominic did not receive any other compensation in relation to the termination of his employment.
106Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REMUNERATION REPORT
CONTINUED
Remuneration arrangements for Elias Diaz Sese
Elias Diaz Sese was appointed the Interim CEO on 10 October 2022, having previously served as a Non-executive Director since 17 October 2019.
His remuneration arrangements for the role of the Interim CEO were determined in accordance with the Policy for the Executive Directors.
His annual salary on appointment was £765,000, the same as his predecessor’s.
He is entitled to receive benefits and pension allowance of 3% of base salary, aligned with the wider workforce.
His maximum annual bonus opportunity is 150% of base salary. For 2022, this was prorated based on time worked during the year. Further details of
his 2022 annual bonus metrics, targets and outcome can be found on page 108.
His maximum LTIP opportunity is 200% of base salary. He received an LTIP grant on 10 October 2022 of 200% of salary, which will vest three years
after the date of grant, subject to performance, followed by a two-year post-vesting holding period. Details of the performance conditions for the
2022 LTIP award can be found on page 109.
Elias ceased to receive any NED fees from 10 October 2022.
Joining arrangements for Edward Jamieson
Edward Jamieson was appointed the CFO and joined the Board on 17 October 2022. His remuneration arrangements were determined in
accordance with the Policy for Executive Directors. His annual salary on appointment was £365,000, which was 15% lower than his predecessor’s.
He is entitled to receive benefits and pension allowance of 3% of base salary, aligned with the wider workforce.
His maximum annual bonus opportunity is 125% of base salary. For 2022, this was prorated based on time worked during the year. Further details of
his 2022 annual bonus metrics, targets and outcome can be found on page 108.
His maximum LTIP opportunity is 175% of base salary. He received a prorated LTIP grant on 24 October 2022 of 27/36th of 175% of salary, reflecting
the time elapsed in the performance period. The award will vest three years after the date of grant, subject to performance, followed by a two-year
post-vesting holding period. Details of the performance conditions can be found on page 109.
Edward also received buyout awards that replaced the awards forfeited on leaving his previous employment. The buyout awards included:
A cash bonus of £57,000 to be paid in March 2023, replacing the forfeited 2022 annual bonus;
RSU awards made on 16 November 2022 with a total value at grant of £461,637 based on a share price of 232.92 pence averaged over five days to
15 November 2022, replacing the forfeited share awards from the previous employer, with the following vesting dates:
29,848 shares to vest on 30 November 2022;
57,229 shares to vest on 19 February 2023;
12,044 shares to vest on 30 April 2023;
29,848 shares to vest on 31 October 2023;
12,091 shares to vest on 30 April 2024; and
29,866 shares to vest on 31 October 2024.
The payment and vesting of these awards are subject to continued employment and clawback provisions. The payment and vesting schedule
ofthebuyout awards is on a broadly similar basis to that of his forfeited awards. The value of the forfeited annual bonus was calculated based
onapro-rated target bonus and the value of the forfeited long-term incentive awards (which were a mix of a performance-based award where
performance had already been assessed and non-performance-based awards) was calculated based on their original value.
DETAILS OF VARIABLE PAY EARNED IN THE YEAR
Annual bonus plan
The incentive for Dominic Paul for the financial year ended 25 December 2022 was in the form of a bonus based on performance against a
combination of financial targets (Group underlying PBT) and non-financial targets, incentivising a number of the Company’s strategic priorities.
Dominic was not eligible to receive a bonus for the 2022 financial year following his resignation in June 2022.
Elias Diaz Sese (‘CEO’) and Edward Jamieson (‘CFO’) had a bonus opportunity of 150% and 125% of salary, respectively, prorated based on the time
worked during the 2022 financial year. Reflecting the fact that they only took up their roles in October, of this opportunity, 70% was linked to Group
underlying PBT for the four months from September to October 2022 and operated on a banded basis, commencing at 20% for threshold levels of
profit performance, 50% of bonus at target, with the full 100% only payable at stretch performance levels, being materially in excess of budget.
107Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Assessment of financial metrics
Performance hurdle
Targets set for year
(underlying PBT)
1
Actual performance achieved Resulting bonus out-turn
Growth in underlying profit before tax of between 98.5%
oftarget (20% pay-out) and 103% or more (fullpay-out).
Graduated scale operates between performance points.
Threshold: £100.35m
Target: £101.9m
Maximum: £104.96m
Actual adjusted
2
underlying
PBTwas £104.6m
94.12% of maximum
financialelement
1. The PBT targets for Elias Diaz Sese and Edward Jamieson
were based on eight-month actual and four-month forecast gures.
2. The adjusted prot before tax of £104.6m used in the calculation is the reported underlying prot before tax of £98.9m, less the fair value gain of £1.0m relating to the
Shorecal Ltd investment and the impact of IFRS 16 of £0.9m, which were not included in the original bonus targets plus the Digital Platform project costs of £7.6m,
which were historically capitalised but are now accounted for as operating costs.
Assessment of non-financial targets
Criteria Weighting Key metrics/targets Performance commentary
Year-end
assessment
Elias Diaz Sese Stakeholder
relationship building
30%
Maintain and develop the
relationships between the
Board, franchisee partners, the
leadership team and suppliers.
The Committee determined that excellent progress
had been made by both the Chief Executive Officer
and Chief Financial Officer in developing strong
working relationships with a range of stakeholders
since taking up their posts, and awarded bonuses of
90% of the maximum award available.
27%
Edward Jamieson Stakeholder
relationship building
30% 27%
Annual bonus plan – summary
Financial
target bonus
1
Non-financial
objective bonus
1
Total
2022
Percentage of
maximum bonus
Elias Diaz Sese £159,923 £65,540 £225,463 92.88%
Edward Jamieson £57,806 £23,690 £81,496 92.88%
Dominic Paul n/a n/a n/a n/a
1. Adjusted on a pro-rata basis for time served during the year.
In line with the policy, two-thirds of the bonus will be payable in cash and one-third will be deferred into shares that vest after three years.
LTIP awards vested during the year
No LTIP awards vested during the year. Dominic Pauls outstanding LTIP awards lapsed in full on 30 December 2022.
108Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REMUNERATION REPORT
CONTINUED
2016 LTIP
David Wild was granted an award under the 2016 LTIP on 22 April 2016, comprising three separate tranches of 534,000 shares each.
Provisional vesting of share awards over the performance period for each tranche was dependent on achieving earnings per share targets and
relative TSR targets. An underpin mechanism applies which only permits the release of the provisionally vested awards if TSR has increased in
absolute terms, with awards released on a proportionate basis (e.g. if TSR has increased by 20%, 20% of the vested awards will be released). As at
30 December 2021: of Tranche 1, 54,557 shares had provisionally vested of which 22,526 (41.29%) had actually vested; of Tranche 3, 58,773 shares
had provisionally vested of which 22,141 (37.69%) had actually vested. Absolute TSR for Tranche 1 and Tranche 3 was re-assessed in June 2022 and
December 2022. Absolute TSR for Tranche 1 was 11.96% at 30 June 2022 and 4.33% at 30 December 2022. Absolute TSR for Tranche 3 was 13.74%
at 27 June 2022 and 4.05% at 27 December 2022. As a result, no further shares have vested from Tranche 1 or Tranche 3. Under the terms of the
2016 LTIP, no further re-assessment of vesting is required.
LTIP awards granted during the year
Details of the grant made under the 2022 LTIP during the year to Elias Diaz Sese and Edward Jamieson are summarised below:
Executive Date of grant Type of award
Number of awards
granted
Face value
of award
1
Face value
of award
(as a % of salary)
Vesting % at
threshold
Elias Diaz Sese 10 October 2022 Conditional shares 678,191 £1,530,000 200% 10 – 15%
Edward Jamieson
2
24 October 2022 Conditional shares 205,676 £479,063 131% 10 – 15%
Edward Jamieson
3
17 November 2022 Restricted Stock Unit 170,926 £461,637 126% n/a
1. Based on the average of the mid-market price of the Company’s shares on the ve days prior to the grant date being 225.6p and 232.92p for Elias Diaz Sese and
Edward Jamieson, respectively.
2. Edward Jamieson’s award was prorated to 27/36ths of the annual limit of 175% to reect time elapsed in the performance period.
3. Full details of Edward Jamiesons buyout award are shown on page 107.
The awards are subject to the following performance conditions:
70%: EPS growth
EPS targets (pence per share
for the 2024 financial year)
Vesting
(% of EPS part of award)
Threshold 22.13 10%
Target 22.70 50%
Stretch 26.11 100%
Straight-line vesting in between the performance points above.
The above underlying EPS targets are lower than those described in the last Directors’ remuneration report of 23.2p (threshold), 23.8p (target) and
27.4p (stretch) as being the intended targets at that time. However, the Committee considered these to be appropriately demanding given the
quantum of the awards proposed, market expectations of the Company at the time the award was granted and internal long-term planning, and that
the proposed targets previously disclosed would have been unrealistically challenging.
30%: relative TSR performance
The remaining 30% of the award will vest in accordance with the following vesting schedule based on the Companys TSR performance against the
constituents of the FTSE 250 Index over the three-year period starting 10 October 2022, excluding investment trusts, over three financial years.
Ranking of the Company’s TSR Vesting (% of TSR part of award)
1
Below median 0%
Median 15%
Upper quartile or higher 100%
1. Straight-line vesting in between the performance points above.
In choosing underlying EPS and TSR as the metrics, the Committee has sought to provide a balance between incentivising delivery against our key
measure of success in delivering profitable growth (underlying EPS) and aligning the Executive Directors and senior management with shareholders
through a TSR measure.
109Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
AWARDS HELD IN THE YEAR
Details of options and conditional awards over shares held by Directors, and their connected persons, who served during the year are as follows:
Plan
Outstanding
shares at
26 December
2021
Granted/
awarded
in 2022
(number)
Exercised/
vested
(number)
Lapsed
(number)
Outstanding
shares at
25 December
2022
Exercise price
(pence) Date of grant
Date from which
exercisable/
capable of
vesting
Elias Diaz Sese
2022 LTIP 678,191 678,191 n/a 10/10/2022 10/10/2025
Edward Jamieson
2022 LTIP 205,676 205,676 n/a 24/10/2022 24/10/2025
Buyout RSU awards 29,848 29,848 n/a 16/11/2022 30/11/2022
Buyout RSU awards 57,229 57,229 n /a 16/11/2022 19/02/2023
Buyout RSU awards 12,044 12,044 n/a 16/11/2022 30/04/2023
Buyout RSU awards 29,848 29,848 n/a 16/11/2022 31/10/2023
Buyout RSU awards 12,091 12,091 n/a 16/11/2022 30/04/2024
Buyout RSU awards 29,866 29,866 n/a 16/11/2022 31/10/2024
Dominic Paul
¹
2020 LTIP 434,191 434,191 n/a 09/09/2020 09/09/2023
2021 LTIP 368,912 368,912 n/a 09/09/2021 09/09/2024
2020 DSBP 55,901 55,901 n/a 23/03/2021 23/03/2023
2021 DSBP 58,146 58,146 n/a 15/03/2022 15/03/2025
1. All share awards for Dominic Paul lapsed on 30 December 2022.
Vesting of LTIP awards is subject to the achievement of performance conditions and the rules of the relevant plans. DSBP and Sharesave awards
vest subject to continued employment only.
110Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REMUNERATION REPORT
CONTINUED
DIRECTORS’ SHAREHOLDINGS
To reinforce the linkage between Senior Executives and shareholders, the Company has adopted a shareholding policy that applies to Executive
Directors under its long-term incentive arrangements. The Executive Directors are required to retain sufficient shares from the vesting of awards to
build up and retain a personal shareholding worth an equivalent of a minimum of 200% of base salary. It is expected that the required shareholding
will be built up over a maximum of five years. The Committee has discretion to waive the shareholding requirement in exceptional circumstances.
Once attained, a subsequent fall below the required level may be taken into account by the Committee when determining the grant of future awards.
The Committee has decided that vested but unexercised LTIP awards and awards made under the DSBP shall count (assuming the sale of sufficient
shares to fund the employee’s tax and NI obligations) towards this target.
Legally-owned shares
at 25 December 2022
(or earlier date
of cessation)
Legally-owned shares
at 26 December 2021
(or earlier date
ofcessation)
Conditional shares
subject to performance
conditions (2012 LTIP
and 2022 LTIP)
Share options not or no
longer subject to
performance conditions
(2012 LTIP/DSBP/ RSU)
Market value of
shareholding as
a % of salary
1
Executive Directors
Elias Diaz Sese 691,000 691,000 678,191 259.40%
Edward Jamieson 15,783 205,676 141,078 12.42%
Dominic Paul 78,000 78,000 803,103 114,047 51.98%
Non-executive Directors
Matt Shattock 500,000 500,000 n/a
Colin Halpern
2
1,673,700 1,673,700 n/a
Ian Bull 62,000 62,000 n/a
Stella David 30,003 30,003 n/a
Usman Nabi
3
45,687,059 44,737,059 n/a
Natalia Barsegiyan 20,000 20,000 n/a
Lynn Fordham 60,000 60,000 n/a
Tracy Corrigan
4
n/a
1. Based on a share price of 287.2p prevailing at the end of the nancial year and the number of shares in which the Director has a benecial interest, and calculated on
the annual salary for the year. Shares held in the Deferred Share Bonus Plan are accounted for net of tax and national insurance contributions.
2. Colin Halpern stepped down from the Board on 5 May 2022. 1,673,700 Ordinary shares (2020: 1,673,700) were held by HS Real LLC as at that day. HS Real LLC is
owned by a discretionary trust, the beneciaries of which are the adult children of Colin and Gail Halpern.
3. Usman Nabi is deemed to be interested in shares held by the Browning West Group LP.
4. Tracy Corrigan was appointed to the Board on 5 May 2022.
There were no changes in the Directors’ shareholdings between 25 December 2022 and 8 March 2023.
UNAUDITED INFORMATION
DILUTION LIMITS
The Company operates within best practice guidelines published by the Investment Association. These broadly provide that where new issue
shares are used to satisfy awards made under employee share schemes, the aggregate number of shares placed under award (disregarding any
awards which have lapsed) across all such schemes operated by the Company should not exceed 10% of the Company’s issued share capital in any
ten-year rolling period. The Company currently satisfies vesting share awards by using market purchased shares and there is no current intention to
issue shares to satisfy future awards. The 2022 Long-term Incentive Plan, which was approved by shareholders at the AGM on 5 May 2022, provides
that discretionary shares awards shall not exceed 5% of issued share capital over a ten-year period.
111Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
CEO REMUNERATION
Year ended Chief Executive Officer
Total remuneration
£000
Annual bonus
(% of max)
LTIP vesting
(% of max)
25 December 2022
1
Elias Diaz Sese 378 92.88
25 December 2022
1
Dominic Paul 782 0% 0%
26 December 2021 Dominic Paul 1,440 56.81%
27 December 2020
2
Dominic Paul 1,081 73.4%
27 December 2020
2
David Wild 450 80.1% 11.55%
29 December 2019 David Wild 694 0%
30 December 2018 David Wild 699 0% 10.21%
31 December 2017 David Wild 1,394 50.91% 90.95%
25 December 2016
3
David Wild 4,482 81% 100%
27 December 2015 David Wild 1,243 87.5%
28 December 2014 David Wild 864 58.6%
29 December 2013
4
Lance Batchelor 532 0%
1. Dominic Paul was the Chief Executive Ocer until 10 October 2022 when he was succeeded by Elias Diaz Sese.
2. David Wild was the Chief Executive Ocer for the rst four months of 2020 and was succeeded by Dominic Paul on 1 May 2020.
3. The rst LTIP awards granted to David Wild that become capable of vesting based on performance ending in FY16 were in 2014 and these have been included in the
above table.
4. Lance Batchelor resigned as CEO on 16 March 2014. David Wild assumed the position of Interim CEO on 31 January 2014 and his appointment as the Group’s CEO was
formally conrmed on 30 April 2014. For comparative purposes, the total remuneration shown for the year ended 28 December 2014 includes remuneration received in
both roles.
CEO PAY RATIO
In the UK & Ireland, we are the clear number-one pizza delivery business, delivering pizzas to customers through our stores, which are almost
entirely operated through our franchisee partners (90%). Our UK & Ireland workforce is made up of our 569 colleagues in our SCCs, where we
manufacture dough and act as a scale and expert wholesaler of other food and non-food supplies to our franchisees; our 347 colleagues in our
support office functions and 794 customer-facing colleagues in 31 wholly-owned stores.
We apply the same reward principles for all – that overall remuneration should be competitive when compared to similar roles in other companies
from where we recruit. For customer-facing roles, we benchmark with other quick service retailers and the wider retail market, and for colleagues in
our SCCs and support office, we benchmark against the applicable market for that role. For our CEO, we benchmark against other FTSE 250
companies, taking into account their size, business complexity, scope and relative performance.
Employee involvement in the Group’s performance is encouraged, with colleagues participating in discretionary bonus schemes relevant for their
role; a Save-As-You-Earn Scheme is in operation for all UK-based employees with more than three months’ service and long-term incentives are
provided through the Group’s discretionary share schemes to selected Executives and managers.
Given our workforce profile, all three of the CEO pay ratio reference points compare our CEOs remuneration with that of colleagues in either store
or SCC roles. Additionally, we know that year-to-year movements in the pay ratio will be driven largely by our CEO’s variable pay outcomes.
These movements will significantly outweigh any other changes in pay within the Company. Whatever the CEO pay ratio, we will continue to invest
in competitive pay for all colleagues. The Committee believes that the median pay ratio is consistent with the Group’s pay philosophy and
progression policies.
We have chosen to use Option C to calculate the CEO Pay Ratio. This utilises data required for the Gender Pay Gap reporting, which has been
extended to include all UK colleagues in all our wholly-owned stores; with colleagues at the three quartiles identified from this work and their
respective single figure values calculated as at 25 December 2022. This methodology was chosen given the complexity of obtaining information
from multiple payrolls and with the variation in working hours and pay and benefit rules. We have used additional pay data and calculation
methodologies to minimise the differences in pay definitions between the CEO single total remuneration figure and gender pay reporting data, and
agreed these with Alvarez & Marsal, who have been assisting with this work. To ensure the data accurately reflects individuals at the relevant
quartiles, we have checked the colleagues immediately above and below.
112Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REMUNERATION REPORT
CONTINUED
To calculate the CEO single figure remuneration for 2022 for the purpose of the pay ratio analysis, we have used the aggregated remuneration for
the former and the Interim Chief Executive Officer in respective of the periods they worked as the Chief Executive Officer during the year.
This includes the aggregated salary, benefits and pension paid to the two individuals for the respective periods and the annual bonus payable to the
Interim Chief Executive Officer for the period from October to December 2022, as set out on page 108. The total pay and benefits of UK colleagues
at the 25th, 50th and 75th percentile and the ratios between the Chief Executive Officer and these colleagues are as follows:
Year Method
25th percentile
pay ratio
50th percentile
pay ratio
75th percentile
pay ratio
2022 Option C 51:1 38:1 19:1
2021 Option C 80:1 44:1 26:1
2020 Option C 72:1 42:1 28:1
2019 Option C 43:1 23:1 15:1
25th percentile
pay ratio
50th percentile
pay ratio
75th percentile
pay ratio
Total pay and benefits (FTE) £20,125 £26,966 £54,919
Total salary (FTE) £19,721 £24,841 £50,494
TOTAL SHAREHOLDER RETURN
The graph below illustrates the Company’s TSR performance over the 10 financial years to 25 December 2022, plotted against the TSR performance
of the FTSE 250 Index (excluding investment trusts) over the same period.
TSR reflects movements in the share price, adjusted for capital events and assuming all dividends are reinvested on the ex-dividend date. The FTSE
250 Index (excluding investment trusts) has been selected for this comparison because i) this is the index in which the Company’s shares have been
quoted since admission to the Official List and ii) it forms the comparator group for the TSR performance condition used in the Group’s 2012 LTIP,
2016 LTIP and 2022 LTIP.
December
2012
December
2014
December
2015
December
2016
December
2017
December
2018
December
2019
December
2020
December
2021
December
2022
December
2013
Domino’s Pizza Group plc
FTSE 250 (excl. investment trusts)
400
300
350
250
150
50
Value (£) (rebased)
200
100
0
This graph shows the value, by 25 December 2022, of £100 invested in Domino’s Pizza Group plc on 26 December 2012, compared with the
value of £100 invested in the FTSE 250 (excl. investment trusts) Index on the same date. The other points plotted are the values at intervening
financial year ends.
113Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
PERCENTAGE CHANGE IN THE REMUNERATION OF THE BOARD DIRECTORS
2021/2022 2020/2021 2019/2020
Salary/fees
Taxable
benefits Annual bonus Salary/fees
Taxable
benefits Annual bonus Salary/fees
Taxable
benefits Annual bonus
Executive Directors
Elias Diaz Sese
2
n/a n/a n/a 0% n/a n/a 30% n/a n/a
Edward Jamieson n/a n/a n/a n/a n/a n/a n/a n/a n/a
Non-executive Directors
Matt Shattock 0% n/a n/a 0% n/a n/a n /a n/a n/a
Colin Halpern 0% n/a n/a 0% n/a n/a 0% 0% n/a
Natalia Barsegiyan 0% n/a n/a 1.5% n/a n/a n/a n/a n/a
Ian Bull
2
0% n/a n/a (24.2%) n/a n/a 45.8% n/a n /a
Lynn Fordham 0% n/a n/a 1.5% n/a n/a n/a n/a n/a
Elias Diaz Sese
1
(18.5%) n/a n/a 0% n/a n/a 30% n/a n/a
Usman Nabi
3
n/a n/a n/a n/a n/a n/a n/a n/a n/a
Tracy Corrigan n /a n/a n/a n/a n/a n /a n/a n/a n/a
Group employees average
5
5.9% (1.6%) 4.9% 6.1% 4.1% 119.7%
1. Elias Diaz Sese was appointed the Interim Chief Executive Ocer on 10 October 2022. His 2022 salary/fees gure was the aggregate amount of NED fees received up
to 9 October and salary received for the rest of the year, compared with his 2021 NED fees.
2. During 2020, Ian Bull received additional fees for acting as Interim Chair until 16 March 2020.
3. Usman Nabi does not receive a Directors fee.
The table above shows the percentage change in salary, benefits and annual bonus for each of the Board Directors who worked part or all of 2022.
These are compared with the equivalent year-on-year changes averaged across Group employees and expressed on a per capita basis. Group
employees consists of the continuing UK & Ireland business, and excludes the discontinued International operations in order to assist comparability.
RELATIVE IMPORTANCE OF SPEND ON PAY
2022 2021 % change
Staff costs (£m) 73.0 69.1 5.6%
of which Directors’ pay (£m) 2.4 2.9 -17.8%
Dividends and share buybacks* (£m) 121.3 136.0 -10.8%
Underlying PBT (£m) 98.9 113.9 -13.2%
*Dividends and share buybacks are included on a cash basis.
Underlying PBT was chosen as a comparator as it reflects the profit generated by the Group’s continuing operations, virtually the whole of which
leads to cash generation. This therefore creates the opportunity for the Board to re-invest in the Group’s business, or make distributions to
shareholders, or both. It is the same comparator as used in prior years’ remuneration reports.
On behalf of the Board
Stella David
Chair of the Remuneration Committee
8 March 2023
114Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REMUNERATION REPORT
CONTINUED
The Company has chosen in accordance with
section 414C(11) of the Companies Act 2006
toinclude the disclosure of likely future
developments in the strategic report (on
pages 1 to 61), which includes the following:
Chief Executive Officers review on pages 8
to 13
Purpose, vision and values on pages 2 and 3
Business model on pages 16 and 17
Strategy on pages 18 to 23
Market context on pages 14 and 15
Key performance indicators on pages 24
and 25
Description of how we engage with our
stakeholders and workforce on pages 26
and 27
Section 172 statement on pages 28 and 29
Sustainability report (including streamlined
energy and carbon reporting) on pages 30
to 46
Financial review on pages 48 to 53
Risk management, principal risks and
uncertainties and viability statement on
pages 54 to 61
Together, this information is intended to
provide a fair, balanced and understandable
analysis of the development and performance
of the Group’s business during the year, and
its position at the end of the year, its strategy,
likely developments and any principal risks
and uncertainties associated with the
Group’sbusiness.
The sections of the Annual Report dealing
with corporate governance, the reports of the
Nomination & Governance Committee and
Audit Committee, and the Directors’
remuneration report set out on pages 64
to114inclusive are hereby incorporated by
reference into this Directors’ report.
For the purposes of compliance with DTR
4.1.5R(2) and DTR 4.1.8R, the required content
of the management report can be found in the
strategic report and Directors’ report
including the sections of the Annual Report
and Accounts incorporated by reference.
GROUP RESULTS
The Group profit for the period after taxation
was £81.6m (2021: £78.3m). This is after a
taxation charge of £17.3m (2021: £19.0m) and
loss from discontinued operations of £nil
(2021: £12.4m). The financial statements
setting out the results of the Group for the 52
weeks ended 25 December 2022 are shown
on pages 126 to 189.
DIVIDENDS
The Directors recommend the payment of a
final dividend of 6.8p per Ordinary share, to
be paid on 11 May 2023 to members on the
register at the close of business on 11 April
2023 (ex-dividend date 6 April 2023), subject
to shareholder approval. The total dividend in
respect of the period will be 10.0p compared
with 9.8p for the previous year, an increase
of2%.
SHARE CAPITAL
As at 25 December 2022, there were
422,619,455 Ordinary shares in issue.
All issued Ordinary shares are fully paid-up.
The Ordinary shares are listed on the London
Stock Exchange and can be held in
certificated or uncertificated form.
Holders of Ordinary shares are entitled to
attend and speak at general meetings of the
Company, to appoint one or more proxies and,
if they are corporations, corporate
representatives who are entitled to attend
general meetings and to exercise voting rights.
On a show of hands at a general meeting of
the Company, every holder of Ordinary shares
present in person or by proxy and entitled to
vote shall have one vote, unless the proxy is
appointed by more than one shareholder
andhas been instructed by one or more
shareholders to vote for the resolution and
byone or more shareholders to vote against
the resolution, in which case the proxy
hasone vote for and one vote against.
This reflects theposition in the Shareholders’
Rights Regulations 2009 which amended
theCompanies Act 2006. On a poll, every
member present in person or by proxy and
entitled to vote shall have one vote for every
Ordinary share held. None of the Ordinary
shares carry any special voting rights with
regard to control of the Company.
The Articles specify deadlines for exercising
voting rights and appointing a proxy or proxies
to vote in relation to resolutions to be passed
at the AGM. The relevant proxy votes are
counted and the number for, against or
withheld in relation to each resolution are
announced at the AGM and published on the
Companys website after the meeting.
There are no restrictions on the transfer of
Ordinary shares in the Company other than
certain restrictions that may be imposed from
time to time by the Articles, law or regulation
and pursuant to the Listing Rules whereby
certain Directors, officers and employees
require approval to deal in Ordinary shares of
the Company. The Group is not aware of any
agreements between holders of securities
that may result in restrictions on the transfer
of Ordinary shares.
Shares held by employee share trusts
The Group has had an Employee Benefit Trust
(‘EBT’) for a number of years, the trustee of
which is Intertrust Fiduciary Services (Jersey)
Limited. As at 25 December 2022, the EBT
held 2,904,928 shares, which are used to
satisfy awards under employee share
schemes. The voting rights in relation to
theseshares are exercisable by the trustee;
however, in accordance with best practice
guidance, the trustee abstains from voting.
Dividend waivers
A dividend waiver is in force in relation to
shares in the Company held by the EBT (see
previous paragraph), which relates to a total
of2,904,928 shares.
Purchase of own shares
At the 2022 AGM, a special resolution was
passed to authorise the Company to make
purchases on the London Stock Exchange
ofup to 10% of its Ordinary shares for the year
under review. The Company may engage
inshare buybacks to create value for
shareholders when cash flows permit and
The Directors have pleasure in presenting the statutory financial statements for the Group
forthe 52 weeks ended 25 December 2022.
115Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
DIRECTORS’ REPORT
there is no immediate alternative investment
use for the funds. Shareholders will be
requested to renew this authority at the
forthcoming AGM, to be held on 4 May 2023.
During the year, the Company made
purchases of 25,404,336 Ordinary shares with
a nominal value of £132,314.25.
DIRECTORS AND THEIR INTERESTS
The Directors in service at 25 December 2022
were Matt Shattock, Ian Bull, Elias Diaz Sese,
Edward Jamieson, Natalia Barsegiyan, Tracy
Corrigan, Stella David, Lynn Fordham, Usman
Nabi and Dominic Paul. Dominic Paul ceased
to be a Director on 30 December 2022.
Colin Halpern served as a Director until
5 May2022.
The biographical details of the present
Directors are set out on pages 62 and 63
ofthis Annual Report.
The appointment and replacement of
Directors is governed by the Articles of the
Company, the UK Corporate Governance
Code, the Companies Act 2006 and related
legislation. Subject to the Articles of
Association, the Companies Act 2006 and
anydirections given by special resolution,
thebusiness of the Company is managed by
the Board, which may exercise all the powers
of the Company.
The interests of Directors and their immediate
families in the shares of the Company, along
with details of options and awards held by
Executive Directors, are contained in the
Directors’ remuneration report set out on
pages 88 to 114. Should any Ordinary shares
be required to satisfy awards over shares,
these may be provided by the EBT.
There have not been any changes in the
interests of the Directors, including share
options and awards, in the share capital of the
Company between the year end and 8 March
2023. None of the Directors have a beneficial
interest in the shares of any subsidiary.
In line with the Companies Act 2006, the
Board has clear procedures for Directors to
formally disclose any actual or potential
conflicts to the whole Board for authorisation
as necessary. All new conflicts are required to
be disclosed as and when they arise.
There is an annual review of conflicts
disclosed and authorisations given.
The register of Directors’ conflicts is
maintained by the Company Secretary.
The interest stated in the table above for
Browning West LP (‘Browning West’) are as
disclosed by Browning West under the Market
Abuse Regulations as a Person Closely
Associated with Usman Nabi.
Browning West’s notified interest as at
25 December 2022 under DTR 5.3.1R(1) was
44,737,059 shares (10.65% of the Company’s
issued share capital).
Directors’ indemnities
The Directors have the benefit of an indemnity
provision contained in the Articles of
Association and a Deed of Indemnity entered
into on 5 May 2022 (the ‘Indemnities’).
The Indemnities are qualifying third-party
Indemnities (as defined by section 234 of the
Companies Act 2006), and were in force
during the year ended 25 December 2022 and
remain in force and relate to certain losses
and liabilities which the Directors may incur to
third parties in the course of acting as
Directors or employees of the Company.
The Group maintained a Directors’ and
Officers’ liability insurance policy throughout
the financial year, although no cover exists in
the event that Directors or officers are found
to have acted fraudulently or dishonestly.
No indemnity is provided for the Group’s
Auditors.
EMPLOYEES
The Group employed 1,710 people as at
25 December 2022 (2021: 1,906).
Employment policies
The Group is committed to the principle of
equal opportunity in employment. The Group
recruits and selects applicants for
employment based solely on a person’s
qualifications and suitability for the position,
whilst bearing in mind equality and diversity.
It is the Group’s policy to recruit the most
capable person available for each position.
The Group recognises the need to treat all
employees honestly and fairly.
The Group is committed to ensuring that its
employees feel respected and valued and are
able to fulfil their potential, and recognises
that the success of the business relies on their
skill and dedication.
The Group gives full and fair consideration to
applications for employment from disabled
persons, with regard to their particular
aptitudes and abilities. Efforts are made to
continue the employment of those who
become disabled during their employment.
For more information on the Company’s
employment practices, please see page 34.
Number of shares
% of total voting rights as
at 25 December 2022
% of total voting rights
as at 8 March 2023
The Capital Group Companies, Inc 56,348,938 13.42% 13.42%
Liontrust Investment Partners LLP 46,525,017 11.08% 11.08%
Browning West LP 45,687,059 10.88% 10.88%
Troy Asset Management Limited 23,275,000 5.54% 5.54%
Southeastern Asset Management 22,962,642 5.47% 5.47%
Fundsmith LLP 24,229,119 5.77% 5.77%
1. % of total voting rights have been calculated using the current issued share capital, 419,871,818, and
therefore percentages may be dierent to those disclosed to the Company at the time of the holdings.
SUBSTANTIAL SHAREHOLDINGS
As at 8 March 2023, the Company had been notified, in accordance with the FCAs Disclosure,
Guidance and Transparency Rules (DTR 5.3.1R(1)), of the following holdings of voting rights
attaching to the Company’s shares:
1
116Domino’s Pizza Group plc | Annual Report & Accounts 2022
DIRECTORS’ REPORT
CONTINUED
GENERAL INFORMATION
Annual General Meeting
The notice convening the AGM is contained in
a separate shareholder circular. The 2023
AGM is scheduled to be held at 10:00 am on
4 May 2023 at etc.venues St. Pauls, 200
Aldersgate, London, EC1A 4HD . Full details of
the meeting venue will be included in the 2023
AGM circular and will be available on our
website https://investors.dominos.co.uk.
Any updates to the position will be
communicated via a regulatory news service
and published on the Company’s website.
Full details of all resolutions to be proposed
are provided in that document. The Directors
consider that all of the resolutions set out in
the Notice of AGM are in the best interests of
the Company and its shareholders as a whole.
The Directors will be voting in favour of them
and unanimously recommend that
shareholders vote in favour of each of them.
Significant agreements and change of
control provisions
The Group judges that the only significant
agreements in relation to its business are the
UK & Ireland Master Franchise Agreement,
the Know How Licence pursuant to which
certain of the Group’s companies are granted
the right to franchise stores and operate
commissaries in the territories by Domino’s
Pizza International Franchising Inc (‘DPI’).
The Group does not have agreements with
any Director or employee that would provide
compensation for loss of office or
employment resulting from a takeover except
that provisions of the Group’s employee share
schemes may cause options and awards
granted to employees, including Directors, to
vest on a change of control. The Group’s
banking arrangements do contain change of
control provisions which, if triggered, could
limit future utilisations, require the repayment
of existing utilisations or lead to a
renegotiation of terms.
As discussed more fully on page 133 in note 2:
Accounting policies, in the section on
judgements, certain former Directors entered
into indemnity contracts with the Group in
connection with their participation in some
historical share-based remuneration schemes.
A provision for employment taxes amounting
to £11.0m was recorded in the 2017 financial
statements, with an additional £2.0m being
recorded in 2021. Of the £13.0m, the
Company has estimated that £9m could
berecoverable under the indemnities.
Articles of Association
No changes to the Companys Articles of
Association have been made since 5 April
2021 where a special resolution was passed to
allow for online voting at general meetings.
The Company’s Articles of Association may
only be amended by a special resolution of the
shareholders in a general meeting.
Political donations
The Company made no political donations in
the year (2021: £nil).
Key performance indicators (‘KPIs’)
Details of the Groups KPIs can be found on
pages 24 and 25.
Auditors
PwC has signified its willingness to continue in
office as Auditors to the Company. The Group
is satisfied that PwC is independent and there
are adequate safeguards in place to protect its
objectivity. A resolution to reappoint PwC as
the Company’s Auditors will be proposed at
the 2023 AGM.
Directors’ statement of disclosure of
information to Auditors
Having made the requisite enquiries, the
Directors in office at the date of this Annual
Report and Accounts have each confirmed
that, so far as they are aware, there is no
relevant audit information of which the
Group’s Auditors is unaware and each
Director has taken all the steps they ought to
have taken as a Director to make themselves
aware of any relevant audit information and to
establish that the Groups Auditors is aware of
that information.
Going concern
The Company’s business activities, together
with the factors likely to affect its future
development, performance and position, are
set out in the strategic report on pages 1 to 61.
The financial position of the Company, its
cash flows, liquidity position and borrowing
facilities are described in the Financial review
on pages 48 to 53.
In addition, notes 25 and 26 to the Group
financial statements include the Company’s
objectives, policies and processes for
managing its capital, its financial risk
management objectives, details of its financial
instruments and hedging activities, and its
exposures to credit risk and liquidity risk.
The Directors have a reasonable expectation
that the Company has adequate resources to
continue in operational existence for the
foreseeable future and have therefore
continued to adopt the going concern basis in
preparing the financial statements. Details of
this assessment can be found in note 2 of the
financial statements.
Cautionary statement
This Annual Report and Accounts contains
forward-looking statements. These forward-
looking statements are not guarantees of
future performance; rather, they are based on
current views and assumptions as at the date
of this Annual Report and Accounts and are
made by the Directors in good faith based on
the information available to them at the time
of their approval of this report.
These statements should be treated with
caution due to the inherent risks and
uncertainties underlying any such forward-
looking information. The Group undertakes no
obligation to update these forward-looking
statements.
By order of the Board
Adrian Bushnell
Company Secretary
8 March 2023
117Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Statement of Directors’
responsibilities in respect of the
financial statements
The Directors are responsible for preparing
the Annual Report and Accounts and the
financial statements in accordance with
applicable law and regulation.
Company law requires the Directors to
prepare financial statements for each financial
year. Under that law, the Directors have
prepared the Group financial statements in
accordance with UK-adopted international
accounting standards and the Company
financial statements in accordance with
United Kingdom Generally Accepted
Accounting Practice (United Kingdom
Accounting Standards, comprising FRS 101
‘Reduced Disclosure Framework, and
applicable law).
Under company law, Directors must not
approve the financial statements unless they
are satisfied that they give a true and fair view
of the state of affairs of the Group and
Company and of the profit or loss of the
Group for that period. In preparing the
financial statements, the Directors are
required to:
select suitable accounting policies and then
apply them consistently;
state whether applicable UK-adopted
international accounting standards have
been followed for the Group financial
statements and United Kingdom Accounting
Standards, comprising FRS 101, have been
followed for the Company financial
statements, subject to any material
departures disclosed and explained in the
financial statements;
make judgements and accounting estimates
that are reasonable and prudent; and
prepare the financial statements on the
going concern basis unless it is
inappropriate to presume that the Group
and Company will continue in business.
The Directors are responsible for safeguarding
the assets of the Group and Company, and
hence for taking reasonable steps for the
prevention and detection of fraud and
otherirregularities.
The Directors are also responsible for keeping
adequate accounting records that are
sufficient to show and explain the Group’s and
Company’s transactions, and disclose with
reasonable accuracy at any time the financial
position of the Group and Company, and
enable them to ensure that the financial
statements and the Directors’ remuneration
report comply with the Companies Act 2006.
The Directors are responsible for the
maintenance and integrity of the Company’s
website. Legislation in the United Kingdom
governing the preparation and dissemination
of financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report
and Accounts, taken as a whole, is fair,
balanced and understandable, and provides
the information necessary for shareholders to
assess the Group’s and Company’s position
and performance, business model and
strategy.
Each of the Directors, whose names and
functions are listed on page 116 confirm that,
to the best of their knowledge:
the Group financial statements, which have
been prepared in accordance with
UK-adopted international accounting
standards, give a true and fair view of the
assets, liabilities, financial position and
profit of the Group;
the Company financial statements, which
have been prepared in accordance with
United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view
of the assets, liabilities and financial position
of the Company; and
the Strategic report includes a fair review of
the development and performance of the
business and the position of the Group and
Company, together with a description of
theprincipal risks and uncertainties that
itfaces.
In the case of each Director in office at the
date the Directors’ Report is approved:
so far as the Director is aware, there is no
relevant audit information of which the
Group’s and Company’s auditors are
unaware; and
they have taken all the steps that they ought
to have taken as a Director in order to make
themselves aware of any relevant audit
information and to establish that the Group’s
and Company’s auditors are aware of that
information.
Signed on behalf of the Board
Elias Diaz Sese
Interim Chief Executive Officer
8 March 2023
118Domino’s Pizza Group plc | Annual Report & Accounts 2022
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
REPORT ON THE AUDIT OF THE
FINANCIALSTATEMENTS
OPINION
In our opinion:
Domino’s Pizza Group plc’s Group financial statements and Company
financial statements (the “financial statements”) give a true and fair
view of the state of the Group’s and of the Company’s affairs as at
25 December 2022 and of the Group’s profit and the Group’s cash
flows for the 52 week period then ended;
the Group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards
asapplied in accordance with the provisions of the Companies
Act2006;
the Company financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, including FRS 101
“Reduced Disclosure Framework, and applicable law); and
the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual
Report and Accounts (the “Annual Report”), which comprise: the Group
and Company balance sheets as at 25 December 2022; the Group
income statement, the Group statement of comprehensive income, the
Group cash flow statement and the Group and Company statements
ofchanges in equity for the period then ended; and the notes to the
financial statements, which include a description of the significant
accounting policies.
Our opinion is consistent with our reporting to the Audit Committee.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards
onAuditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities
under ISAs (UK) are further described in the Auditors’ responsibilities
for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient
andappropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical
requirements that are relevant to our audit of the financial statements
inthe UK, which includes the FRC’s Ethical Standard, as applicable to
listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit
services prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in note 6, we have provided no non-audit
services to the Company or its controlled undertakings in the period
under audit.
OUR AUDIT APPROACH
Context
There were no significant changes to the Group’s underlying operations
during the year, although it is worth noting the disposal of five
corporate stores to an existing franchisee and the decision to exercise
the put option over the 33.3% investment in Daytona JV Limited
(‘Daytona’). The business has been impacted in the current year by the
high inflationary environment and the associated impact on consumer
spending but continues to generate significant cash from operations.
Application of the Group’s capital allocation framework has resulted in
significant distributions to shareholders in the form of dividends and
share buybacks increasing the overall gearing of the Group. There are
no changes to our key audit matters this year.
Overview
Audit scope
Audit of the complete financial information of two components, and
specified procedures over six components that form the continuing
operations of the Group. This work was conducted by the PwC Group
team with the exception of one component where specified
procedures were undertaken by a non-PwC component auditor.
In addition to the work performed over the components outlined
above, the PwC Group team also performed audit procedures for
transactions and balances that arose as part of the Group’s
consolidation process. This included the disposal of five ‘corporate
stores’, the impairment review of goodwill and intangible assets,
IFRS16 accounting, taxation and the Groups elimination and
consolidation entries.
Audit coverage from full scope audits was obtained over 78% of
Group revenue.
Audit coverage from full scope audits was obtained over 87% of
Group profit before tax.
Key audit matters
Risk of impairment of goodwill and intangible assets of the UK
corporate stores CGU (Group)
Risk of impairment of intercompany receivables (Parent)
Materiality
Overall Group materiality: £4,945,000 (2021: £5,700,000) based on
5% of underlying profit before tax.
Overall Company materiality: £4,600,000 (2021: £5,400,000) based
on 1% of net assets.
Performance materiality: £3,700,000 (2021: £4,300,000) (Group)
and£3,450,000 (2021: £4,100,000) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed
the risks of material misstatement in the financial statements.
119Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
INDEPENDENT AUDITORS’ REPORT TO
THE MEMBERS OF DOMINO’S PIZZA GROUP PLC
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the
auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the
efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
onthesematters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Risk of impairment of goodwill and intangible
assets of the UK corporate stores CGU (Group)
Refer to the Accounting policies set out in note 2
and note 14 of the Group financial statements.
In 2019, goodwill relating to the UK corporate
stores was impaired by £18.7m; there has been no
impairment in subsequent periods. In the current
year, management have disposed of five
corporate stores, with 31 corporate stores
remaining at 25 December 2022, with a carrying
value of £11.7m. An allocation of a portion of the
opening goodwill balance, based on the relative
Value in Use of the respective store, has been
made to the disposed stores in calculating the
profit on disposal.
Management has again prepared a value in use
discounted cash flow model to assess the risk of
impairment and concluded that no impairment is
required. The key assumptions are the discount
rate, long term growth rate, revenue growth, food
and labour costs.
We focused on this area, as the estimation of
future discounted cash flows is inherently
subjective and involves judgement, including the
assessment of the potential impact of climate
change. As a result, this assessment is also
susceptible to management bias.
As part of our audit of management’s impairment assessment and underlying discounted cash flow model:
we assessed the control procedures that relate to the preparation, review and approval of the impairment
assessment;
we challenged management on their grouping of cash generating units (CGUs) and concurred that this is the
level at which goodwill is monitored;
we obtained the impairment analysis prepared by management and tested the technical and arithmetic
accuracy to ensure that they had been prepared in line with the guidance provided in IAS 36;
we assessed and recalculated the basis of allocating goodwill to the 5 disposed stores;
we used internal valuation experts to determine whether management’s discount rate was appropriate and
we concluded it was within an acceptable range;
we used internal valuation experts to determine if the long-term growth rate of 2% was appropriate and
concluded this was reasonable;
we challenged the basis for the short-term forecasts used in the model. This included, but was not limited to:
agreeing forecasts to the Board approved budget and supporting strategic plans;
challenging the revenue growth rates with reference to the historical growth rate of corporate stores,
wider franchisees’ profitability within the London region and third party evidence of expected growth in
the quick service restaurant industry;
challenging management on the food and labour cost inflation assumption, which we validated against
external data sources;
assessing the food inflation assumption that these increased costs would be passed through via menu
pricing by assessing historical outcomes;
agreeing central cost allocations to prior year actuals and understanding the rationale for any changes;
challenging management on capital expenditure assumptions over the next 5 years and into perpetuity;
reviewing management’s historical accuracy of forecasting; and
obtaining management’s paper on the assessment of climate change risk impacting the corporate stores,
and how the additional costs have been factored into the model. We obtained evidence to support the
costs identified by management. Management’s paper also identified potential costs that have not been
factored into the model that represent their view of the worst case scenario impact to costs.
Management demonstrated that these would have an immaterial impact to headroom if they were
included. We obtained supporting evidence on the estimation of these costs. We validated the sensitivity
of the model, by including these costs and confirming they did not have a material impact to headroom.
We challenged the completeness of these costs from our wider knowledge of the operations and
expectations for a business in this industry, confirming no other significant areas of exposure.
we reperformed management’s sensitivities to verify the disclosure is accurate and we performed additional
sensitivity analysis, including reducing cash inflows, to understand the impact that reasonably possible
changes could have;
we compared the recoverable amount to other recent transactions to assess the extent to which any
contradictory evidence existed;
we assessed the adequacy of the disclosures made in the financial statements.
After our challenges were addressed we concurred with management’s assessment that no impairment was
required in the current year. We ensured that appropriate disclosures on the key assumptions, and their
sensitivities, have been provided as is required under IAS 36.
120Domino’s Pizza Group plc | Annual Report & Accounts 2022
INDEPENDENT AUDITORS’ REPORT TO
THE MEMBERS OF DOMINO’S PIZZA GROUP PLC CONTINUED
Key audit matter How our audit addressed the key audit matter
Risk of impairment of intercompany receivables
(Company)
Refer to notes 2 and 5 of the Company
financialstatements.
In the period ended 27 December 2020 a £1,100m
dividend was received by the parent from
itsdirectsubsidiary, DPG Holdings Limited
withacorresponding increase to the loan
receivablebalance.
The receivable balance continues to be repaid
gradually by the subsidiary and remains the largest
single balance in the Company’s accounts at
£960.6m, and so has been the principal focus of our
audit effort in the current year.
Any potential expected credit loss on the loan
receivable could be material to the Company. This
assessment is based on estimated future cash flows
which are uncertain and are susceptible to
management bias.
In order to address the identified risk;
we obtained management’s expected credit loss assessment which considered the accounting for the loan,
the market value of the Group and the forecast cash flows (based on the Board approved plan);
we compared the cash flows in the paper to those audited as part of the going concern and viability
assessment and confirmed they were aligned;
we audited the recoverability of the balance under IFRS 9 impairment requirements for inter-company loans.
We looked at the recovery strategy indicated in management’s paper confirming that the Company would
fully recover the outstanding balance of the loan. We have considered the strategies available to the
Company and agree there is no impairment loss to recognise;
we assessed the adequacy of the disclosures made in the financial statements.
We found no exceptions as a result of our testing and the balances recognised are considered
materiallyappropriate.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole,
taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate.
The Group is structured according to the legal entity structure which is broadly reflective of the nature of business activity, for example franchisor
activities, corporate stores, property and centralised functions. In establishing the overall approach to the Group audit, we determined the type of
work that needed to be performed for each reporting component. We determined that there was one financially significant component: Domino’s
Pizza UK & Ireland Limited. Accordingly, we determined that this component, as well as Domino’s Pizza Group plc parent Company, required a full
audit of their complete financial information in order to ensure that sufficient appropriate audit evidence was obtained. We also identified certain
large or material balances in other components where specified audit procedures were performed. These included: revenues recorded in
Sheermans Limited, DP Pizza Limited and Full House Restaurants Holdings Limited, revenues and expenses relating to the National Advertising
Fund, other balance sheet line items in DPG Holdings Limited, DP Pizza Limited and National Advertising Fund, and specified procedures over the
associate Daytona JV Limited.
All audit work was performed by the Group audit team, with the exception of audit work performed on Daytona JV Limited which was performed
by non-PwC component auditors. These auditors worked under our instruction and oversight. The Group audit team was in contact, at each stage
of the audit, with the component audit team through regular written communication including detailed instructions issued by the Group audit team
and video conferencing at the planning, execution and completion phases.
The Group consolidation, financial statement disclosures and a number of centralised functions were audited by the Group audit team.
These included, but were not limited to, central procedures over taxation, IFRS 16 accounting, corporate disposals, goodwill and intangible asset
impairment assessments, and the additions to intangible software assets. We also performed Group level analytical procedures on all of the
remaining out of scope reporting components to identify whether any further audit evidence was needed, which resulted in no extra testing.
Our audit work resulted in coverage over 78% of Group revenues and 87% of Group profit before tax. The Company was also subject to a full scope
audit by the Group audit team.
121Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
The impact of climate risk on our audit
Climate change risk is expected to have a significant impact on the food industry. As explained in the Sustainability section of the Strategic Report,
the Group is mindful of its impact on the environment and focussed on ways to reduce climate related impacts as they continue to develop their
plans towards their Net Zero pathway to 2050. In planning and executing our audit we considered the Group’s climate risk assessment process.
This, together with discussions with our own climate change experts, provided us with a good understanding of the potential impact of climate
change on the financial statements.
The key financial statement line items and estimates which are more likely to be materially impacted by climate risks are those associated with
future cash flows, given the more notable impacts of climate change on the business are expected to arise in the medium to long term. The Board
monitors the impact of climate change risk and opportunities on the Group’s strategy and business model. It considers the impact over the short
term (1-3 years), medium term (4–10 years) and long term (10 years plus). This includes the impairment assessment of goodwill for Corporate Stores
and our related key audit matter further explains how we assessed the impact of climate change.
Whilst the Group is targeting net zero carbon emissions by 2050, they are continuing to work on their pathway towards this and set targets to
reduce their scope 1, scope 2 and scope 3 emissions. The Group has also commenced scenario analysis in the year under three different possible
climate scenarios, being temperature rises above pre-industrial levels of 1.5ºC, 2ºC and 3ºC. We discussed with management and the Audit
Committee that the estimated financial impacts of climate change will need to be frequently reassessed. The current scenario analysis is qualitative
in nature and our expectation is that the climate change disclosures will continue to evolve as a greater understanding of the actual and potential
financial impacts on the Group’s future operations are obtained. Our procedures did not identify any material impact as a result of climate risk on
the Groups and Company’s financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group Financial statements – Company
Overall
materiality
£4,945,000 (2021: £5,700,000). £4,600,000 (2021: £5,400,000).
How we
determined it
Based on 5% of underlying profit before tax Based on 1% of net assets
Rationale for
benchmark
applied
Underlying profit before tax is a key measure used by
stakeholders in assessing the performance of the Group, and
is a generally accepted auditing benchmark. In the current
year no non-underlying items were recorded.
Net assets is an appropriate benchmark for a non-trading
Company, capped to be 95% of the overall Group materiality.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of
materiality allocated across components was between £0.7m and £4.6m. Certain components were audited to a local statutory audit materiality
that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and
extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance
materiality was 75% (2021: 75%%) of overall materiality, amounting to £3,700,000 (2021: £4,300,000) for the Group financial statements and
£3,450,000 (2021: £4,100,000) for the Company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation
risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £247,000 (Group audit)
(2021: £280,000) and £230,000 (Company audit) (2021: £270,000) as well as misstatements below those amounts that, in our view, warranted
reporting for qualitative reasons.
122Domino’s Pizza Group plc | Annual Report & Accounts 2022
INDEPENDENT AUDITORS’ REPORT TO
THE MEMBERS OF DOMINO’S PIZZA GROUP PLC CONTINUED
CONCLUSIONS RELATING TO GOING CONCERN
Our evaluation of the directors’ assessment of the Group’s and the
Companys ability to continue to adopt the going concern basis of
accounting included:
We obtained management’s paper that supports the Boards
assessment and conclusions with respect to the disclosures provided
around going concern;
We discussed with management the assumptions applied in the going
concern review so we could understand and challenge the rationale
for those assumptions, using our knowledge of the business;
We reviewed post year end trading results to February 2023, and
compared to management’s budget, and considered the impact of
these actual results on the future forecasts;
We obtained the new financing facilities, entered into on 27 July
2022, and confirmed the levels of available liquidity, and that financial
covenant terms were identical to the previous arrangements in place.
We then assessed the availability of liquid resources under the
different scenarios and the associated covenant tests applicable;
We reviewed management’s sensitivity scenarios including their
severe but plausible downside. This includes potential mitigating
actions available to the Group that are achievable and within
managements control. We have assessed additional downside
sensitivities and considered the impact on covenants and liquidity
headroom; and
We have assessed the disclosures and consider them 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 Group’s and the
Companys ability to continue as a going concern for a period
ofatleasttwelve months from when the financial statements
areauthorisedfor issue.
In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted,
this conclusion is not a guarantee as to the Groups and the Company’s
ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the directors’ statement in the financial
statements about whether the directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect
to going concern are described in the relevant sections of this report.
REPORTING ON OTHER INFORMATION
The other information comprises all of the information in the Annual
Report other than the financial statements and our auditors’ report
thereon. The directors are responsible for the other information, which
includes reporting based on the Task Force on Climate-related Financial
Disclosures (TCFD) recommendations. Our opinion on the financial
statements does not cover the other information and, accordingly,
wedo not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If we identify an apparent
material inconsistency or material misstatement, we are required
toperform procedures to conclude whether there is a material
misstatement of the financial statements or a material misstatement
ofthe other information. If, based on the work we have performed,
weconclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing
toreport based on these responsibilities.
With respect to the Strategic report and Directors’ report, we also
considered whether the disclosures required by the UK Companies Act
2006 have been included.
Based on our work undertaken in the course of the audit, the
Companies Act 2006 requires us also to report certain opinions and
matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the audit,
the information given in the Strategic report and Directors’ report for
the period ended 25 December 2022 is consistent with the financial
statements and has been prepared in accordance with applicable
legalrequirements.
In light of the knowledge and understanding of the Group and
Company and their environment obtained in the course of the audit,
wedid not identify any material misstatements in the Strategic report
and Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Directors’ remuneration report
tobeaudited has been properly prepared in accordance with
theCompaniesAct 2006.
123Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the directors’ statements in
relation to going concern, longer-term viability and that part of the
corporate governance statement relating to the Company’s compliance
with the provisions of the UK Corporate Governance Code specified for
our review. Our additional responsibilities with respect to the corporate
governance statement as other information are described in the
Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the corporate governance
statement is materially consistent with the financial statements and
ourknowledge obtained during the audit, and we have nothing material
to add or draw attention to in relation to:
The directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
The disclosures in the Annual Report that describe those principal
risks, what procedures are in place to identify emerging risks and
anexplanation of how these are being managed or mitigated;
The directors’ statement in the financial statements about whether
they considered it appropriate to adopt the going concern basis of
accounting in preparing them, and their identification of any material
uncertainties to the Group’s and Company’s ability to continue to do
so over a period of at least twelve months from the date of approval
of the financial statements;
The directors’ explanation as to their assessment of the Group’s and
Companys prospects, the period this assessment covers and why the
period is appropriate; and
The directors’ statement as to whether they have a reasonable
expectation that the Company will be able to continue in operation
and meet its liabilities as they fall due over the period of its
assessment, including any related disclosures drawing attention to
any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term
viability of the Group and Company was substantially less in scope than
an audit and only consisted of making inquiries and considering the
directors’ process supporting their statement; checking that the
statement is in alignment with the relevant provisions of the UK
Corporate Governance Code; and considering whether the statement
is consistent with the financial statements and our knowledge and
understanding of the Group and Company and their environment
obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we
haveconcluded that each of the following elements of the corporate
governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
The directors’ statement that they consider the Annual Report, taken
as a whole, is fair, balanced and understandable, and provides the
information necessary for the members to assess the Group’s and
Companys position, performance, business model and strategy;
The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems; and
The section of the Annual Report describing the work of the
AuditCommittee.
We have nothing to report in respect of our responsibility to report
when the directors’ statement relating to the Company’s compliance
with the Code does not properly disclose a departure from a relevant
provision of the Code specified under the Listing Rules for review
bythe auditors.
RESPONSIBILITIES FOR THE FINANCIAL
STATEMENTS AND THE AUDIT
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities,
the directors are responsible for the preparation of the financial
statements in accordance with the applicable framework and for being
satisfied that they give a true and fair view. The directors are also
responsible for such internal control as they determine is necessary
toenable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group’s and the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors
either intend to liquidate the Group or the Company or to cease
operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance
withlaws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
inrespect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud,
isdetailed below.
Based on our understanding of the Group and industry, we identified
that the principal risks of non-compliance with laws and regulations
related to other food regulations, waste regulations, health and safety
regulations, and non-compliance with employment regulations, and we
considered the extent to which non-compliance might have a material
effect on the financial statements. We also considered those laws and
regulations that have a direct impact on the financial statements such
as the Listing Rules, the Companies Act 2006 and tax legislation.
We evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk
ofoverride of controls), and determined that the principal risks were
related to inappropriate journal entries, either in the underlying books
124Domino’s Pizza Group plc | Annual Report & Accounts 2022
INDEPENDENT AUDITORS’ REPORT TO
THE MEMBERS OF DOMINO’S PIZZA GROUP PLC CONTINUED
and records or as part of the consolidation process, and management
bias in accounting estimates. The Group engagement team shared this
risk assessment with the component auditors so that they could include
appropriate audit procedures in response to such risks in their work.
Audit procedures performed by the Group engagement team and/or
component auditorsincluded:
Discussions with the directors, internal audit and the Group’s legal
team, including consideration of known or suspected instances
ofnon-compliance with laws and regulations and fraud;
Challenging assumptions and judgements made by management
inits significant accounting estimates that involved making
assumptions and considering future events that are inherently
uncertain. We focused on the risk of impairment of goodwill
andintangible assets of the corporate stores CGU (see related
keyaudit matter above);
We also specifically assessed the provisions held in respect of
reversionary shares, valuation of intercompany receivable in the
Company, the valuation of the Shorecal investment, the impairment
assessment of goodwill for UK corporate stores, the assessment of
Daytona option at fair value, the accounting for costs incurred on
significant IT projects. As part of these assessments we considered
the existence of management bias and performed look back
assessments of the accuracy of prior yearestimates;
Consideration of recent correspondence with the tax authorities;
Identifying and testing journal entries, in particular any journal entries
posted with unusual account combinations; and
Testing all material consolidation adjustments to ensure these were
appropriate in nature and magnitude.
There are inherent limitations in the audit procedures described above.
We are less likely to become aware of instances of non-compliance
with laws and regulations that are not closely related to events and
transactions reflected in the financial statements. Also, the risk of not
detecting a material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional misrepresentations,
or through collusion.
Our audit testing might include testing complete populations of certain
transactions and balances, possibly using data auditing techniques.
However, it typically involves selecting a limited number of items for
testing, rather than testing complete populations. We will often seek
totarget particular items for testing based on their size or risk
characteristics. In other cases, we will use audit sampling to enable
usto draw a conclusion about the population from which the sample
isselected.
A further description of our responsibilities for the audit of the financial
statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditors’report.
Use of this report
This report, including the opinions, has been prepared for and only for
the Company’s members as a body in accordance with Chapter 3 of
Part 16 of the Companies Act 2006 and for no other purpose. We do
not, in giving these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our prior
consent in writing.
OTHER REQUIRED REPORTING
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if,
inour opinion:
we have not obtained all the information and explanations we require
for our audit; or
adequate accounting records have not been kept by the Company, or
returns adequate for our audit have not been received from branches
not visited by us; or
certain disclosures of directors’ remuneration specified by law are not
made; or
the Company financial statements and the part of the Directors’
remuneration report to be audited are not in agreement with the
accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were
appointed by the members on 18 April 2019 to audit the financial
statements for the year ended 29 December 2019 and subsequent
financial periods. The period of total uninterrupted engagement
isfouryears, covering the years ended 29 December 2019
to25 December 2022.
OTHER MATTER
In due course, as required by the Financial Conduct Authority
Disclosure Guidance and Transparency Rule 4.1.14R, these financial
statements will form part of the ESEF-prepared annual financial report
filed on the National Storage Mechanism of the Financial Conduct
Authority in accordance with the ESEF Regulatory Technical Standard
(‘ESEF RTS’). This auditors’ report provides no assurance over whether
the annual financial report will be prepared using the single electronic
format specified in the ESEF RTS.
Owen Mackney (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Watford
8 March 2023
125Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
52 weeks ended 25 December 2022
£m
52 weeks ended 26 December 2021
£m
Notes Underlying
Non-
underlying* Total Underlying
Non-
underlying* Total
Revenue 3 600 .3 600.3 560.8 560.8
Cost of sales (326.8) (326.8) (292.2) (292.2)
Gross profit 273.5 273.5 268.6 268.6
Distribution costs (39.5) (39 .5) (36. 4) (36. 4)
Administrative costs (131. 8) (131. 8) (125. 4) (4.5) (129.9)
Other expenses (0.3) (0.3)
Share of post-tax profit of associates and jointventures 18 6 .6 6.6 1 1.0 11 .0
Other income 26 1.0 1.0 2 .1 2 .1
Profit/(loss) before interest and taxation 5 1 0 9.8 1 0 9. 8 119.9 (4.8) 115. 1
Finance income 9 1 3 .1 1 3 .1 1 3 .1 1.0 14. 1
Finance costs 10 (2 4.0) (24.0) (19. 1) (0.4) (19.5)
Profit/(loss) before taxation 98 .9 9 8.9 113.9 (4.2) 1 0 9.7
Taxation 11 (17 .3) (17 .3) (20 .5) 1.5 (1 9.0)
Profit/(loss) for the period from continuing operations 81.6 81.6 9 3 .4 (2.7) 9 0.7
Loss from discontinued operations 4 (12.4) (12.4)
Profit/(loss) for the period 81.6 8 1.6 9 3 .4 (15. 1) 78.3
Earnings per share
From continuing operations
– Basic (pence) 12 18.8 18.8 20 .3 1 9.8
– Diluted (pence) 12 1 8.7 1 8.7 20.2 19.6
From continuing and discontinued operations (statutory)
– Basic (pence) 12 18.8 1 7.1
– Diluted (pence) 12 1 8 .7 1 7. 0
* Non-underlying items are disclosed in note 7.
The notes on pages 132 to 180 are an integral part of these consolidated financial statements.
126Domino’s Pizza Group plc | Annual Report & Accounts 2022
GROUP INCOME STATEMENT
52 WEEKS ENDED 25 DECEMBER 2022
Notes
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Profit for the period 81.6 78.3
Other comprehensive income:
Items that may be subsequently reclassified to profit or loss:
– Exchange gain on retranslation of foreign operations 1.5 0. 8
– Transferred to income statement on disposal 28 7. 9
Other comprehensive income for the period, net of tax 1.5 8.7
Total comprehensive income for the period 8 3 .1 8 7. 0
The notes on pages 132 to 180 are an integral part of these consolidated financial statements.
127Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
GROUP STATEMENT OF COMPREHENSIVE INCOME
52 WEEKS ENDED 25 DECEMBER 2022
Notes
At 25 December 2022
£m
At 26 December 2021
£m
Non-current assets
Intangible assets 14 3 0.0 32. 1
Property, plant and equipment 15 96.5 9 0.3
Right-of-use assets 16 21.3 1 9.4
Lease receivables 16 1 85.6 187 .5
Trade and other receivables 17 3.4 14.0
Other financial asset 26 6.8
Investments 26 11.3 1 2 .1
Investments in associates and joint ventures 18 25 .4 52.7
37 3.5 414.9
Current assets
Lease receivables 16 14.4 1 3.7
Inventories 19 11 .6 1 0. 9
Trade and other receivables 17 55.9 34.3
Other financial asset 26 1.9
Deferred consideration receivable 23 0. 3 3.3
Current tax assets 1.7 0.2
Cash and cash equivalents 20 3 0.4 42.8
Assets held for sale 29 3 2.9
147 .2 1 0 7. 1
Total assets 520 .7 522.0
Current liabilities
Lease liabilities 16 (2 0.0) (19 .3)
Trade and other payables 21 (9 8.6) (96. 1)
Deferred tax liabilities 11 (0.4)
Provisions 24 (1.0) (2 .0)
Financial liabilities – share buyback obligation 22 (8.9)
(128.5) (117 .8)
Non-current liabilities
Lease liabilities 16 (203. 4) (203.3)
Trade and other payables 21 (0. 2) (0 .2)
Financial liabilities 22 (2 8 3 .7) (242.5)
Deferred tax liabilities 11 (3.4) (2.5)
Provisions 24 (14.3) (14.3)
(50 5.0) (462.8)
Total liabilities (633 .5) (580 . 6)
Net liabilities (112.8) (58.6)
128Domino’s Pizza Group plc | Annual Report & Accounts 2022
GROUP BALANCE SHEET
AT 25 DECEMBER 2022
Notes
At 25 December 2022
£m
At 26 December 2021
£m
Shareholders’ equity
Called up share capital 27 2.2 2.3
Share premium account 4 9.6 4 9.6
Capital redemption reserve 0. 5 0. 5
Capital reserve – own shares (9.0) (4.6)
Currency translation reserve 0. 5 (1.0)
Accumulated losses (15 6.6) (105. 4)
Total equity (112.8) (58.6)
The notes on pages 132 to 180 are an integral part of these consolidated financial statements. The financial statements were approved by the
Directors on 8 March 2023 and signed on their behalf by:
Elias Diaz Sese
Director
8 March 2023
Registered number: 03853545
129Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Capital
reserve
– own shares
£m
Currency
translation
reserve
£m
Accumulated
losses
£m
Total
shareholders’
equity
£m
At 27 December 2020 2 .4 4 9.6 0. 5 (3. 4) (9. 7) (48.2) (8.8)
Profit for the period 78.3 78.3
Other comprehensive income – exchange
differences 8.7 8.7
Total comprehensive income for the period 8.7 78.3 8 7. 0
Proceeds from share issues 0.4 0 .4
Impairment of share issues
1
1.3 (1.3)
Share buybacks (0 .1) (2.9) (80 . 4) (83. 4)
Share options and LTIP charge 1.7 1.7
Tax on employee share options 0. 5 0. 5
Equity dividends paid (56.0) (56.0)
At 26 December 2021 2.3 4 9.6 0. 5 (4.6) (1.0) (105. 4) (58 .6)
Profit for the period 8 1.6 81.6
Other comprehensive income – exchange
differences 1.5 1.5
Total comprehensive income for the period 1.5 81.6 8 3 .1
Proceeds from share issues 1.6 1 .6
Impairment of share issues
1
3.0 (3.0)
Share buybacks (0 .1) (9.0) ( 7 7. 5) (86 .6)
Share buyback obligations outstanding (8.9) (8.9)
Share options and LTIP charge 1.2 1.2
Tax on employee share options (0.8) (0.8)
Equity dividends paid (4 3. 8) (4 3. 8)
At 25 December 2022 2.2 4 9.6 0. 5 (9.0) 0.5 (1 56 .6) (112.8)
1. Impairment of share issues represents the dierence between share allotments made pursuant to the Sharesave schemes and the Long Term Incentive Plan (note 30),
and the original cost at which the shares were acquired as treasury shares into Capital reserve – own shares.
The notes on pages 132 to 180 are an integral part of these consolidated financial statements.
130Domino’s Pizza Group plc | Annual Report & Accounts 2022
GROUP STATEMENT OF CHANGES IN EQUITY
52 WEEKS ENDED 25 DECEMBER 2022
Notes
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021*
£m
Cash flows from operating activities
Profit/(loss) before interest and taxation
– from continuing operations 3 1 09. 8 115. 1
– from discontinued operations 3 (11.3)
Amortisation and depreciation 5 1 8 .7 1 7. 4
Impairment 5 1.6 1.0
Share of post-tax profits of associates and joint ventures 18 (6 .6) (1 1.0)
(Profit)/loss on disposal of subsidiary 28 (2 .1) 8.4
Net gain on financial instruments at fair value through profit or loss (1.0) (1.8)
(Decrease)/increase in provisions (0.3) 1 .0
Share option and LTIP charge 1.2 1.7
(Increase)/decrease in inventories (0.6) 0. 3
(Increase)/decrease in receivables (13.3) 6.7
(Decrease)/increase in payables (3. 6) 4 .4
Cash generated from operations 103.8 131.9
UK corporation tax paid (1 8 .7) (18 .0)
Overseas corporation tax paid
Net cash generated by operating activities 8 5 .1 113.9
Cash flows from investing activities
Purchase of property, plant and equipment (1 0. 5) (5.8)
Purchase of intangible assets (9 .2) (8.5)
Net consideration received on disposal of subsidiaries 28 3.7 1 0. 2
Consideration received on disposal of joint ventures 23 3. 3 2 .4
Investment in associates 18 (6 .6)
Receipt from other financial assets 26 8.6 6 .4
Receipts on lease receivables 2 6.7 25 .7
Interest received 0 .1 0. 3
Other 31 6.8 8 .7
Net cash used by investing activities 29 .5 32.8
Cash inflow before financing 114.6 146.7
Cash flows from financing activities
Interest paid (4 .9) (4.3)
Share purchases* 31 (86.5) (83.4)
Consideration received on exercise of share options - employee benefit trust* 1.6 0 .4
New bank loans and facilities draw down 365.8 150 .0
Facility arrangement fees (3.2)
Repayment of borrowings (3 23 .4) (147 .3)
Repayment of lease liabilities (3 3.0) (34. 1)
Equity dividends paid 13 (43 . 8) (56.0)
Net cash used by financing activities (127 .4) (17 4.7)
Net decrease in cash and cash equivalents (12 .8) (28.0)
Cash and cash equivalents at beginning of period 42. 8 71.8
Foreign exchange gain/(loss) on cash and cash equivalents 0.4 (1.0)
Cash and cash equivalents at end of period 3 0.4 42.8
* For the 52 weeks ended 26 December 2021, the disclosure of share purchases and consideration received on exercise of share options - employee benet trust has
been re-presented to reect separately cash inows and outows on share repurchases.
The cash flow statement has been prepared on a consolidated basis including continuing and discontinued operations. A breakdown of the cash
flow for discontinued operations is shown in note 4. The notes on pages 132 to 180 are an integral part of these consolidated financial statements.
131Domino’s Pizza Group plc | Annual Report & Accounts 2022
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GROUP CASH FLOW STATEMENT
52 WEEKS ENDED 25 DECEMBER 2022
1. AUTHORISATION OF FINANCIAL STATEMENTS
ANDSTATEMENT OF COMPLIANCE WITH IFRS
The financial statements of the Group for the 52 weeks ended
25 December 2022 were authorised for issue by the Board of Directors
on 8 March 2023 and the balance sheet was signed on the Boards
behalf by Elias Diaz Sese. The Company is a public limited company
incorporated in the United Kingdom under the Companies Act 2006
(registration number 03853545). The Company is domiciled in the
United Kingdom and its registered address is 1 Thornbury, West
Ashland, Milton Keynes, MK6 4BB. The Company’s Ordinary shares are
listed on the Official List of the FCA and traded on the Main Market of
the London Stock Exchange (LSE).
The Group’s financial statements have been prepared in accordance
with International Financial Reporting Standards (‘IFRS’) as adopted in
the UK, as they apply to the financial statements of the Group for the
52week period ended 25 December 2022, and applied in accordance
with the Companies Act 2006.
As permitted by section 408 of the Companies Act 2006, the
incomestatement and the statement of comprehensive income of
theParentCompany have not been separately presented in these
financialstatements.
The principal accounting policies adopted by the Group are set out in
note 2.
2. ACCOUNTING POLICIES
a) Basis of preparation
The material accounting policies which follow set out those policies
which apply in preparing the financial statements for the 52 weeks
ended 25 December 2022. These accounting policies have been
applied consistently, other than where new policies have been adopted.
The Group financial statements are presented in Sterling and are
prepared using the historical cost basis with the exception of the other
financial assets, investments held at fair value through profit or loss and
contingent consideration which are measured at fair value in
accordance with IFRS 13: Fair Value Measurement.
The Group financial statements have been prepared on a going concern
basis as the Directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the
foreseeable future.
The Directors of the Group have performed an assessment of the
overall position and future forecasts (including the 12-month period
from the date of this report) for the purposes of going concern.
The overall Group has been stable throughout the year in the UK and
Ireland, with continued system sales growth. Sales growth is primarily
driven by increases in food costs which have been passed through to
our franchisees. Benefits from sales growth have been partially offset
with interest charges incurred during the year as a result of the
refinancing of debt facilities.
In line with the capital distribution policy, the Group has distributed
excess cash to shareholders during the period which has resulted in an
increased net liability position of the Group on a consolidated basis,
which has increased to £112.8m from £58.6m.
The Directors of the Group have considered the future position based
on current trading and a number of potential downside scenarios which
may occur, either through reduced consumer spending, reduced store
growth, supply chain disruptions, general economic uncertainty and
other risks, in line with the analysis performed for the viability
statement as outlined in the Directors’ report page 117.
This assessment has considered the overall level of Group borrowings
and covenant requirements, the flexibility of the Group to react to
changing market conditions and ability to appropriately manage any
business risks.
The Group has a £200m multi-currency syndicated revolving credit
facility entered into on 26 July 2022 and £200m private placement loan
notes entered into on 27 July 2022, which expire in 2027. The Group has
a net debt position of £253.3m. The facility has leverage and interest
cover covenants, with which the Group have complied, as set out in
note 25.
The scenarios modelled are based on our current forecast projections
and in the first scenario have taken account of the following risks:
A downside impact of economic uncertainty and other sales-related
risks over the forecast period, reflected in sales performance, with a
c.5.0% reduction in LFL sales compared to budget.
The impact of a reduction of new store openings to half of their
forecast level.
A further reduction of between 2.5%-3.0% in sales to account for the
potential impact of the public health debate.
Future potential disruptions to supply chain through loss of one of our
supply chain centres impacting our ability to supply stores for a
period of two weeks.
Additional costs as a result of increase in utility costs.
The impact of a temporary loss of availability of our eCommerce
platform for 24 hours during peak trading periods.
A significant unexpected increase in the impact of climate change
onour delivery costs.
We have also considered a second ‘severe but plausible’ scenario,
which in addition to the above-mentioned risks, also includes the
risksof:
A disruption to one of our key suppliers impacting our supply chain
over a period of four weeks whilst alternative sourcing is secured.
The impact of fines from a potential data breach in 2024.
In each of the scenarios modelled, there remains significant headroom
on the revolving credit facility. Under the first scenario, there remains
sufficient headroom under the covenant requirements of the facility.
If all the risks under the first scenario were to occur simultaneously with
the additional risks in the second scenario, before any mitigating
actions, the Group would breach its leverage covenants. The Board has
significant mitigating actions available in the form of delays in dividends
to shareholders and share buybacks which would prevent a breach of
leverage covenants.
132Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022
a) Basis of preparation continued
Based on this assessment, the Directors have formed a judgement that
there is a reasonable expectation the Group will have adequate resources
to continue in operational existence for the foreseeable future.
Reverse stress testing has been performed separately based on our
main profitability driver, system sales, which is a materially worse
scenario than the combinations described in the scenarios above.
This test concluded that the Group’s currently agreed covenants could
only be breached if a highly unlikely combination of scenarios resulted
in a material annual reduction in system sales greater than 21%, which is
not considered plausible.
b) Judgements
The following judgements have had the most significant effect on
amounts recognised in the financial statements:
Treatment of National Advertising Fund
Stores within the Domino’s Pizza system contribute into a National
Advertising Fund (‘NAF’) and eCommerce fund (together ‘the Funds’)
designed to build store sales through increased public recognition of the
Domino’s brand and the development of the eCommerce platform.
The Funds are managed with the objective of driving revenues for the
stores and are planned to operate at break-even with any surplus or
deficit carried in the Group balance sheet (for details please see note 21);
whilst commercially and through past practice, the use of the Funds
are directed by franchisees through the operation of the Marketing
Advisory Committee (‘MAC’), the terms of the Standard Franchise
Agreement (‘SFA’) allow the Group to control the Funds. The Group
monitors and communicates the assets and liabilities on a separate
basis; however, from a legal perspective, under the franchise
agreement these assets and liabilities are not legally separated;
as a result, for the purposes of accounting, we consider that we are
principal over the operation of the Funds. For this reason,
contributions by franchisees into the Funds are treated as revenue,
and expenses which are incurred under the Funds are treated as
administrative expenses by the Group. This results in an increase to
statutory revenue and administrative expenses of the Group.
Revenue and cost of sales related to intercompany transactions from
our corporate stores in the UK are eliminated in the Group result; and
the Funds are presented on a net basis in the balance sheet.
The presentation of the Funds on this basis represents substance over
legal form of the Funds and the cash flows relating to the Funds are
included within ‘Cash generated from operations’ in the Group
statement of cash flows due to the close interrelationship between
the Funds and the trading operations of the Group.
Non-underlying items
Judgement is required to determine that items are suitably classified
as non-underlying and the values assigned are appropriate (as
included in our non-GAAP performance measures policy). Non-
underlying items relate to significant, in nature or amount, one-off
costs, significant impairments of assets, together with fair value
movements and other costs associated with acquisitions or disposals.
These items have been considered by management to meet the
definition of non-underlying items as defined by our accounting
policy and are therefore shown separately within the financial
statements. For details see note 7.
Treatment of master franchise agreements
Master Franchise Agreements are held by the Group for the UK and
Ireland. Management has treated these intangible assets as having
indefinite lives due to the likelihood of renewal with Domino’s Pizza
Inc. (‘DPI’) beyond the current terms without significant cost, which
represents a significant judgement.
Treatment of head leases and sub leases
As set out in note 2(j), the Group holds both a head lease with the
landlord, and a sub lease with a franchisee, for the majority of
Domino’s sites in the UK and Ireland. In the majority of cases, terms
agreed with landlords are mirrored in terms agreed with franchisees
in a ‘back to back’ sub-lease arrangement, but in certain cases, the
terms of sub-leases with franchisees do not mirror the head-lease
with landlords. This results in a lease receivable for the Group as
lessor and a lease liability for the Group as lessee, with interest
income and expense recognised separately. This same treatment is
applied where the current sub-lease does not cover substantially all
of the right-of-use head-lease, if management judges that it is
reasonably certain the sub-lease will be renewed to cover
substantially all of the right-of-use head-lease. The contractual
extension periods are within the SFA which each of the stores enters
into, which relates solely to the property address. As the sub-lease
and the SFA are entered into at the same time, the contracts have
been linked for the purposes of assessing extension periods. This is
considered a significant judgement as if the lease terms were not
considered extended on the sub lease, the classification of the sub
lease would be treated as an operating lease under IFRS 16 and
therefore would alter the classification of amounts recognised under
the lease.
Historical share-based compensation arrangements
Certain of the Group’s historical share-based compensation
arrangements with grant dates dating from 2003-2010 involve a
degree of estimation and judgement in respect of their employment
tax treatment. HMRC issued protective assessments in respect of
potential employment tax relating to these historical schemes, but the
Group received advice from its tax advisors reconfirming the support
for the non-taxable accounting treatment. During 2017, the Group
updated its legal advice following recent decisions by the Supreme
Court concerning the taxation of historical remuneration structures.
This was received in January 2018. As a result of this advice, which
includes estimates of the Group’s potential employment tax liabilities,
a provision was initially recorded in the financial statements for the 53
weeks ended 31 December 2017 amounting to £11.0m, comprising
£2.6m employers’ national insurance contributions (‘NIC’), and £8.4m
employees’ NIC and PAYE, including interest.
An additional £2.0m provision was recorded in the year ended
26 December 2021 for additional potential tax liabilities following
further correspondence with HMRC around the tax treatment of
options with vesting dates from 2012 through 2014, which comprised
of an additional £1.5m relating to employees’ NIC and PAYE and
£0.5m employers’ national insurance contributions.
133Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Financial statements
There are numerous uncertainties involved in the calculation of the
provision, and until the matter has been agreed with HMRC and the
beneficiaries, the net impact to the Group may differ materially from
the current estimate. In calculating the quantum of the provision,
anumber of significant judgements were made as follows:
a) while the Company has not been approached by HMRC with a
demand to pay any potential tax liabilities in respect of these
historical schemes, HMRC has served protective assessments for
£37.1m covering employers NIC, employees’ NIC and PAYE.
The latest legal advice suggests that the full amount covered by
the protective assessments is unlikely to be payable as the
amounts protected appear to have been determined by calculating
tax both on the grant and vesting of the awards received by
beneficiaries of the schemes;
b) no further employment tax is due in respect of awards granted to
beneficiaries in periods that have not been protected by HMRC
and for which the period in which HMRC is entitled to raise an
enquiry has expired; and
c) the beneficiaries of the arrangements, which among others include
the former Chair and certain former Directors and employees,
have provided the Group with indemnities to repay to the Group an
amount equivalent to their share of future tax liabilities should they
crystallise and become payable by the Group to HMRC together
with related interest. Based on the amount of employment tax
currently provided, the amount estimated to be demanded from
the beneficiaries under the terms of their indemnities equates to
the £9.3m employees’ NIC and PAYE, calculated at the prevailing
tax rates at the time, and related interest. As the tax liability has
not crystallised, the Group is not yet entitled to seek recovery of
the amounts due under the indemnities. In view of the probable
time scale and potential uncertainty of recovery of the amounts
under indemnities from the beneficiaries, no contingent asset has
been recognised in the financial statements.
We are continuing to work with advisors around the agreed course of
action, and to engage in dialogue with HMRC. When appropriate, the
Company will engage with the beneficiaries with a view to recovering
monies under the indemnities.
Treatment of put and call option over German associate
The Group has a 33.3% investment in Daytona JV Limited (‘Daytona’),
a UK incorporated company which owns the MFA for Domino’s
Germany. As set out in note 29, the book value of the investment in
associate is £32.9m and the Group report a loan receivable of £9.5m.
The Group’s interest is subject to a put and call option. The put option
was exercisable from 1 January 2021, and the call option was
exercisable from 1 January 2023. During the year, the Group
exercised the put option to sell the investment. The put option
exercise price is €79.2m (c.£70m), which will be received in cash
together with the loan receivable of €10.8m (c.£9m) in June 2023,
leading to a total cash receipt of €90.0m (c.£79m), dependent on
foreign exchange. This will generate a profit on disposal in the Group
accounts of c.£37m.
No value is recognised on the balance sheet of the Group or
Company in relation to the options, as the exercise price, based on a
price/earnings multiple, is considered to be at fair value, which has
been assessed based on comparison to recent comparable
transactions and multiples.
This is considered a significant accounting judgement as if the option
exercise price was considered to be different to a fair value, an asset
or liability would be recognised representing the value of the exercise
price compared to the fair value. As the investment does not have a
quoted or observable market price, this requires the exercise of
judgement in assessing whether the multiple applied appropriately
represents a fair value exercise price. In making this assessment, the
Directors have considered comparable price/earnings multiples and
have concluded that the multiple used is consistent with the option
being priced at fair value.
If the fair value were to differ from the exercise price by 10%, this
would lead to an option value being recognised on the balance sheet
(until the option is exercised) of £7m, which would be treated as fair
value through profit or loss.
Treatment of cloud computing costs
The Group spends a significant amount on digital investment projects in
order to enhance our digital platforms and fulfil the strategic objectives
of the Group. The nature of this spend has developed over a number of
years from traditional development on self-hosted and self-built
solutions towards ‘cloud-based’ platforms and Software as a Service
(SaaS). Based on guidance from the International Financial Reporting
Interpretations Committee (‘IFRIC’) in 2021, there is judgement around
the appropriateness of capitalisation of certain development costs
associated with configuring or customising a cloud-based software
solution, and whether this meets the definition of an intangible asset for
capitalisation as opposed to being recognised as a cost in the income
statement.
During the year, the Group commenced two significant digital platform
project investments, the replacement of our eCommerce platform and
a new Enterprise Risk Management (‘ERP’) solution. Both of these
projects are based on cloud platforms, and therefore there is
judgement in the appropriate allocation of costs between those relating
to customising and configuring a cloud platform and those representing
creation of an intangible asset. We consider this judgement through
review of the activities performed within the total spend.
For the ERP solution, the costs are related to both configuring and
customising the cloud solution and determining revised business
processes and controls, together with migration and implementation
ofthe new solution. For that reason, we have determined that the total
costs of £2.7m recognised during the year should be expensed as they
do not meet the criteria for recognition as an intangible asset.
For the eCommerce platform, certain costs relate to configuring the
core cloud-based platform solution, and other costs relate to
development of our existing systems to integrate with this platform.
For that reason, an assessment has been performed of the work spent
on each element and a total of £2.5m has been expensed, with £2.0m
of capital expenditure recorded as intangible asset additions.
2. ACCOUNTING POLICIES CONTINUED
b) Judgements continued
134Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
c) Key sources of estimation and assumption uncertainty
It is necessary for management to make estimates and assumptions
that affect the amounts reported for assets and liabilities as at the
balance sheet date and the amounts reported for revenues and
expenses during the period. The nature of estimation means that actual
outcomes could differ from those estimates. The following estimates
are dependent upon assumptions which could change in the next
financial year and have a significant risk of a material effect on the
current carrying amounts of assets and liabilities recognised over the
next financial year:
management tests annually whether goodwill and indefinite life
intangible assets have suffered any impairment through estimating
the value in use or recoverable amount of the cash generating units to
which they have been allocated. Key estimates and sensitivities for
impairment of goodwill and indefinite life intangible assets are
disclosed in note 14;
the investment in Shorecal Limited has been categorised in Level 3 of
the fair value hierarchy because their fair values are dependent on
management assumptions. Further detail on the sources of estimation
and assumption uncertainty regarding these instruments is provided
in note 26; and
the estimation of share-based payment costs requires the selection
ofan appropriate valuation model, consideration as to the inputs
necessary for the valuation model chosen and the estimation of the
number of awards that will ultimately vest, inputs which arise from
judgements relating to the probability of meeting non-market
performance conditions and the continuing participation of
employees, as detailed in note 30.
d) Basis of consolidation
The consolidated financial statements incorporate the results and net
assets of the Company and its subsidiary undertakings drawn up on a
52 or 53-week basis to the Sunday on or before 31 December.
The financial years presented ending 26 December 2021 and
25 December 2022 are both 52-week periods.
Control is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect
those returns through its power over the investee. Specifically, the Group
controls an investee if, and only if, the Group has:
power over the investee (i.e. existing rights that give it the current
ability to direct the relevant activities of the investee);
exposure, or rights, to variable returns from its involvement with the
investee; and
the ability to use its power over the investee to affect its returns.
Profit or loss and each component of other comprehensive income
(OCI) are attributed to the equity holders of the Parent of the Group and
to the non-controlling interests; if this results in the non-controlling
interests having a deficit balance, an assessment of recoverability is
made. When necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into line
with the Groups accounting policies. All intra-Group assets and
liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full
onconsolidation.
If the Group loses control over a subsidiary, it derecognises the related
assets (including goodwill), liabilities, non-controlling interest and other
components of equity, while any resultant gain or loss is recognised in
profit or loss. Any investment retained is recognised at fair value.
e) Interests in associates and joint ventures
The Group’s interests in its associates, being those entities over which
ithas significant influence and which are neither subsidiaries nor joint
ventures, are accounted for using the equity method of accounting.
Significant influence is the power to participate in the financial and
operating policy decisions of the investee, but is not control or joint
control over those policies.
The Group has also entered into a number of contractual arrangements
with other parties which represent joint ventures. These take the form
of agreements to share control over other entities and share of rights to
the net assets of the joint venture. Joint control is the contractually
agreed sharing of control of an arrangement, which exists only when
decisions about the relevant activities require the unanimous consent
ofthe parties sharing control. The considerations made in determining
significant influence on joint control are similar to those necessary
todetermine control over subsidiaries. Where the joint venture is
established through an interest in a company, the Group recognises its
interest in the entities’ assets and liabilities using the equity method of
accounting.
f) Foreign currencies
The functional currency of each company in the Group is that of the
primary economic environment in which the entity operates.
Transactions in other currencies are initially recorded in the functional
currency by applying spot exchange rates prevailing on the dates of the
transactions. At each balance sheet date, monetary assets and liabilities
denominated in foreign currencies are retranslated at the functional
currency rate of exchange prevailing on the same date. Non-monetary
items that are measured in terms of historic cost in a foreign currency
are translated using the exchange rates at the dates of the initial
transactions. Non-monetary assets and liabilities carried at fair value
that are denominated in foreign currencies are translated at the rates
prevailing at the date when the fair value was determined. Gains and
losses arising on translation are taken to the income statement, except
for exchange differences arising on monetary assets and liabilities that
form part of the Group’s net investment in a foreign operation.
These are taken directly to equity until the disposal of the net
investment, at which time they are recognised in profit or loss.
On consolidation, the assets and liabilities of the Group’s overseas
operations are translated into Sterling at exchange rates prevailing on
the balance sheet date. Income and expense items are translated at the
average exchange rates for the period. Exchange differences arising,
ifany, are classified as equity and are taken directly to a translation
reserve. Such translation differences are recognised as income or
expense in the period in which the operation is disposed. Goodwill and
fair value adjustments arising on the acquisition of a foreign entity are
treated as assets and liabilities of the foreign entity and translated at the
closing rate.
135Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
Business combinations are accounted for using the acquisition method.
The cost of an acquisition is measured as the aggregate of the
consideration transferred, measured at the acquisition-date fair value,
and the amount of any non-controlling interest in the acquiree.
Acquisition costs incurred are expensed and included in administrative
expenses. The measurement of non-controlling interest is at the
proportionate share of the acquirees net identifiable assets.
When the Group acquires a business, it assesses the financial assets
and liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and
pertinent conditions as at the acquisition date.
Any contingent consideration to be transferred will be recognised at
fair value at the acquisition date. Contingent consideration classified as
equity is not remeasured and its subsequent settlement is accounted
for within equity. Contingent consideration classified as an asset or
liability that is a financial instrument and within the scope of IFRS 9
Financial Instruments is measured at fair value with the changes in fair
value recognised in the income statement in accordance with IFRS 9.
Goodwill is initially measured at cost, being the excess of the aggregate
of the acquisition-date fair value of the consideration transferred and
the amount recognised for the non-controlling interest (where the
business combination is achieved in stages, the acquisition-date fair
value of the acquirer’s previously held equity interest in the acquiree)
over the net identifiable amounts of the assets acquired and the
liabilities assumed in exchange for the business combination.
h) Other intangible assets
Intangible assets acquired separately are measured on initial
recognition at cost. The cost of intangible assets acquired in a business
combination is the fair value at the date of acquisition. Following initial
recognition, intangible assets are carried at cost less any accumulated
amortisation and accumulated impairment losses. Internally generated
intangibles, excluding capitalised development costs, are not
capitalised and the related expenditure is reflected in profit or loss in
the period in which the expenditure is incurred.
Master franchise fees
Master franchise fees are fees paid towards or recognised at fair value
on acquisition of the master franchise for the markets in which the
Group operates. These are carried at cost less impairment and are
treated as having indefinite useful lives.
Standard franchise fees
Standard franchise fees are recognised at fair value on acquisition of
the standard franchise for the area in which corporate stores operate.
As reacquired rights, the fees are amortised over the remaining
contractual term over a period of five to ten years and are carried at
amortised cost. Such franchise fees are recognised only on acquisition
of businesses.
Computer software
Computer software is carried at cost less accumulated amortisation
and any impairment loss. Externally acquired computer software and
software licences are capitalised at the cost incurred to acquire and
bring into use the specific software. Internally developed computer
software programs are capitalised to the extent that costs can be
separately identified and attributed to particular software programs,
measured reliably, and that the asset developed can be shown to
generate future economic benefits. In considering the capitalisation of
any externally acquired or internally developed costs in relation to
customisation and configuration costs, the control of the underlying
software asset is considered in order to ensure that an intangible asset
can be generated, in particular in a software-as-a-service (SaaS)
arrangement. These assets are considered to have finite useful lives
andare amortised on a straight-line basis over the estimated useful
economic lives of each of the assets, considered to be between three
and 10 years.
Capitalised loan discounts
The Group provides interest-free loans to assist franchisees in the
opening of new stores. The difference between the present value of
loans recognised and the cash advanced has been capitalised as an
intangible asset in recognition of the future value that will be generated
via the royalty income and supply chain centre sales that will be
generated. These assets are amortised over the life of a new franchise
agreement which is 10 years.
The carrying value of intangible assets are reviewed for impairment
whenever events or changes in circumstances indicate the carrying
value may not be recoverable. Intangible assets with indefinite useful
lives are not amortised, but are tested for impairment annually, either
individually or at the cash generating unit level. The assessment of
indefinite life is reviewed annually to determine whether the indefinite
life continues to be supportable.
i) Property, plant and equipment
Assets under construction are stated at cost, net of accumulated
impairment losses, if any. Plant and equipment is stated at cost, net of
accumulated depreciation and accumulated impairment losses, if any.
Such cost includes the cost of replacing part of the plant and
equipment and borrowing costs for long-term construction projects if
the recognition criteria are met. When significant parts of plant and
equipment are required to be replaced at intervals, the Group
depreciates them separately based on their specific useful lives.
Likewise, when a major inspection is performed, its cost is recognised
in the carrying amount of the plant and equipment as a replacement if
the recognition criteria are satisfied. All other repair and maintenance
costs are recognised in the income statement as incurred.
Depreciation is calculated to write down the cost of the assets to their
residual values, on a straight-line method on the following bases:
Freehold land Not depreciated
Freehold buildings 50 years
Assets under construction Not depreciated
Leasehold improvements Over the lower of the life of the
lease or the life of the asset
Fixtures and fittings Over 3 to 10 years
Supply chain centre equipment Over 3 to 30 years
Store equipment Over 5 years
2. ACCOUNTING POLICIES CONTINUED
g) Business combinations and goodwill
136Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
The assets’ residual values, useful lives and methods of depreciation are
reviewed and adjusted, if appropriate, on an annual basis (including
upcoming risks and regulatory changes). The majority of assets within
supply chain centre equipment are being depreciated over 10 years or
more and fixtures and fittings between five to 10 years.
An item of property, plant and equipment is derecognised upon
disposal or when no future economic benefits are expected from its use
or disposal. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and
the carrying amount of the asset) is included in the income statement in
the year that the asset is derecognised.
All items of property, plant and equipment are reviewed for impairment
in accordance with IAS 36 Impairment of Assets when there are
indications that the carrying value may not be recoverable.
j) Leases
Leasing operations of the Group
The Group is a lessee for a majority of Dominos Pizza stores in the UK
and Ireland occupied by franchisees, our corporate stores together with
certain warehouses and head office properties, and various equipment
and vehicles. Lease terms are negotiated on an individual basis and
contain a wide range of different terms and conditions. The lease
agreements do not impose any covenants other than the security
interests in the leased assets that are held by the lessor. Leased assets
may not be used as security for borrowing purposes.
The Group as a lessee
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of the
following lease payments:
fixed payments (including in-substance fixed payments), less any
lease incentives receivable;
amounts expected to be payable by the group under residual value
guarantees; and
payments of penalties for terminating the lease, if the lease term
reflects the group exercising that option.
Lease payments to be made under reasonably certain extension options
are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be readily determined, which is generally the
case for leases in the group, the lessees incremental borrowing rate is
used, being the rate that the individual lessee would have to pay to
borrow the funds necessary to obtain an asset of similar value to the
right-of-use asset in a similar economic environment with similar terms,
security and conditions.
The methodology for calculating the discount rate incorporates three
key elements: risk-free rate (reflecting specific country and currency),
credit spread (reflecting the specific risk for each subsidiary within the
Group) and an asset class adjustment (reflecting the variation risk
between asset categories). The discount rates determined for property
leases are between 4.9% and 7.9%, and for equipment leases are
between 3.0% and 7.7%, dependent on the asset location and nature.
Lease payments are allocated between principal and finance cost.
The finance cost is charged to the income statement over the lease
period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
the amount of the initial measurement of lease liability;
any lease payments made at or before the commencement date less
any lease incentives received;
any initial direct costs; and
restoration costs.
Right-of-use assets are generally depreciated over the shorter of the
assets useful life and the lease term on a straight-line basis. The Group
has chosen not to revalue the right-of-use land and buildings within
theGroup.
Payments associated with short-term leases of equipment and vehicles
and all leases of low-value assets are recognised on a straight-line basis
as an expense in the income statement. Short-term leases are leases
with a lease term of 12 months or less without a purchase option. Low-value
assets comprise IT equipment and small items of office furniture.
The Group as lessor
The Group holds both a head lease with the landlord, and a sub-lease
with a franchisee, for the majority of Domino’s sites in the UK and
Ireland. The Group accounts for the head-lease and the sub-leases
separately as two separate contracts. The sub-lease is classified either
as a long-term lease or short-term lease by reference to the right-of-use
asset arising from the head-lease. For leases to franchisees over
freehold property held by the Group, these are recorded as
short-termleases.
In the majority of cases, terms agreed with landlords are mirrored in
terms agreed with franchisees in a ‘back-to-back’ sub-lease
arrangement, but in certain cases, the terms of sub-leases with
franchisees do not mirror the head-lease with landlords. Where the
sub-lease covers substantially all of the right-of-use head-lease, the
right-of-use asset the Group would recognise as lessee is derecognised
and replaced by a lease receivable from the franchisee sub-lease, with
interest income recognised in the income statement and depreciation
of a right-of-use asset as lessee no longer recorded. This results in a
lease receivable for the Group as lessor and a lease liability for the
Group as lessee, with interest income and expense recognised
separately. This same treatment is applied where the current sub-lease
does not cover substantially all of the right-of-use head-lease, if
management judges that it is reasonably certain the sub-lease will be
renewed to cover substantially all of the right-of-use head-lease.
The contractual extension periods are within the SFA which each of the
stores enter, which relates solely to the property address. As the
sub-lease and the SFA are entered into at the same time, the contracts
have been linked for the purposes of assessing extension periods.
137Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
Modifications to leases
The Group remeasures the lease liability and lease receivable whenever:
the lease term has changed; or
there is a significant event or change in circumstances in relation to
the treatment of extension options; or
a lease contract is modified to alter future cash flows and the lease
modification is not accounted for as a separate lease.
Both the lease liability and lease receivable are remeasured following
such changes, and where relevant, a corresponding adjustment is made
to the related right-of-use asset.
k) Fair value measurement
The Group measures certain financial instruments at fair value at each
balance sheet date.
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants
at the measurement date. The fair value measurement is based on the
presumption that the transaction to sell the asset or transfer the liability
takes place either:
in the principal market for the asset or liability; or
in the absence of a principal market, in the most advantageous
market for the asset or liability.
The principal or the most advantageous market must be accessible by
the Group.
The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing the asset
or liability, assuming that market participants act in their economic
bestinterest.
A fair value measurement of a non-financial asset takes into account a
market participant’s ability to generate economic benefits by using the
asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure
fair value, maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in
the financial statements are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant
to the fair value measurement as a whole:
Level 1 – Quoted (unadjusted) market prices in active markets for
identical assets or liabilities;
Level 2 – Valuation techniques for which the lowest level input that is
significant to the fair value measurement is directly or indirectly
observable; and
Level 3 – Valuation techniques for which the lowest level input that is
significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements
at fair value on a recurring basis, the Group determines whether
transfers have occurred between levels in the hierarchy by re-assessing
categorisation (based on the lowest level input that is significant to the
fair value measurement as a whole) at the end of each reporting period.
External valuers are involved for valuation of significant assets, such as
unquoted financial assets, and significant liabilities, such as contingent
consideration dependent on the complexity of the calculation.
Involvement of external valuers is determined annually by management
after discussion with and approval by the Group’s Audit Committee.
At each reporting date, management analyses the movements in the
values of assets and liabilities which are required to be remeasured or
re-assessed as per the Group’s accounting policies. For this analysis,
management verifies the major inputs applied in the latest valuation by
agreeing the information in the valuation computation to contracts,
other relevant documents or estimates determined by management.
Management, in conjunction with the Group’s external valuers as
necessary, also compares the change in the fair value of each asset and
liability with relevant external sources to determine whether the change
is reasonable.
For the purpose of fair value disclosures, the Group has determined
classes of assets and liabilities on the basis of the nature, characteristics
and risks of the asset or liability and the level of the fair value hierarchy,
as explained above.
l) Financial instruments
A financial instrument is any contract that gives rise to a financial
assetof one entity and a financial liability or equity instrument of
another entity.
i)Financial assets
Initial recognition and measurement
At initial recognition, financial assets are measured at amortised cost,
fair value through OCI, and fair value through the income statement.
The classification of financial assets at initial recognition depends on
the financial assets contractual cash flow characteristics and the
Group’s business model for managing them. The Group initially
measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs.
Trade receivables that do not contain a significant financing component
or for which the Group has applied the practical expedient are
measured at the transaction price determined under IFRS 15. Refer to
the accounting policies in revenue recognition.
In order for a financial asset to be classified and measured at amortised
cost or fair value through OCI, it needs to give rise to cash flows that
are ‘solely payments of principal and interest (‘SPPI’)’ on the principal
amount outstanding. This assessment is referred to as the SPPI test and
is performed at an instrument level.
The Group’s business model for managing financial assets refers to
howit manages its financial assets in order to generate cash flows.
The business model determines whether cash flows will result from
collecting contractual cash flows, selling the financial assets, or both.
2. ACCOUNTING POLICIES CONTINUED
138Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
Purchases or sales of financial assets that require delivery of assets
within a time frame established by regulation or convention in the
market place (regular way trades) are recognised on the trade date,
i.e. the date that the Group commits to purchase or sell the asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are
classified in four categories:
Financial assets at amortised cost (debt instruments).
Financial assets at fair value through OCI with recycling of cumulative
gains and losses (debt instruments).
Financial assets designated at fair value through OCI with no
recycling of cumulative gains and losses upon derecognition
(equityinstruments).
Financial assets at fair value through profit or loss.
The Group measures financial assets at amortised cost if both of the
following conditions are met:
the financial asset is held within a business model with the objective
to hold financial assets in order to collect contractual cash flows; and
the contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the
effective interest rate (‘EIR’) method and are subject to impairment.
Gains and losses are recognised in profit or loss when the asset is
derecognised, modified or impaired.
The Group’s financial assets at amortised cost includes trade
receivables, deferred consideration and loans to franchisees.
Trade receivables, which generally have seven to 28-day terms, are
recognised and carried at their original invoiced value net of an
impairment provision of expected credit losses calculated on historic
default rates. Balances are written off when the probability of recovery
is considered remote.
The Group provides interest-free loans to assist franchisees in the
opening of new stores. These are initially recorded at fair value, with the
difference to the cash advanced capitalised as an intangible asset.
Financial assets at fair value through profit or loss
The Market Access Fee is classified as an other financial asset, initially
recognised and subsequently measured at fair value, with changes in
fair value recognised in the income statement as other income.
Associated foreign exchange gains and losses and the interest income
are recognised in the income statement as finance income or expense.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or
partof a group of similar financial assets) is primarily derecognised
(removed from the Group’s consolidated balance sheet) when:
the rights to receive cash flows from the asset have expired; or
the Group has transferred its rights to receive cash flows from the
asset or has assumed an obligation to pay the received cash flows in
full without material delay to a third party under a ‘pass-through’
arrangement; and either
the Group has transferred substantially all the risks and rewards of
the asset; or
the Group has neither transferred nor retained substantially all the risks
and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an
asset or has entered into a pass-through arrangement, it evaluates if,
and to what extent, it has retained the risks and rewards of ownership.
When it has neither transferred nor retained substantially all of the risks
and rewards of the asset, nor transferred control of the asset, the Group
continues to recognise the transferred asset to the extent of its
continuing involvement. In that case, the Group also recognises an
associated liability. The transferred asset and the associated liability are
measured on a basis that reflects the rights and obligations that the
Group has retained.
Continuing involvement that takes the form of a guarantee over the
transferred asset is measured at the lower of the original carrying
amount of the asset and the maximum amount of consideration that the
Group could be required to repay.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (‘ECLs’)
for all debt instruments not held at fair value through profit or loss.
ECLs are based on the difference between the contractual cash flows
due in accordance with the contract and all the cash flows that the
Group expects to receive, discounted at an approximation of the
original EIR. The expected cash flows will include cash flows from the
sale of collateral held or other credit enhancements that are integral to
the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there
has not been a significant increase in credit risk since initial recognition,
ECLs are provided for credit losses that result from default events that
are possible within the next 12 months (a 12-month ECL). For those
credit exposures for which there has been a significant increase in
credit risk since initial recognition, a loss allowance is required for credit
losses expected over the remaining life of the exposure, irrespective of
the timing of the default (a lifetime ECL).
For trade receivables, contract assets and lease receivables, the Group
applies a simplified approach in calculating ECLs. Therefore, the Group
does not track changes in credit risk, but instead recognises a loss
allowance based on lifetime ECLs at each reporting date. The Group
has established a provision matrix that is based on its historical credit
loss experience, adjusted for forward-looking factors specific to the
debtors and the economic environment.
ii) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
andpayables.
All financial liabilities are recognised initially at fair value and, in the
case of loans and borrowings and payables, net of directly attributable
transaction costs.
The Group’s financial liabilities include trade and other payables, loans and
borrowings including bank overdrafts and other financial instruments.
139Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Subsequent measurement
The measurement of financial liabilities depends on their classification,
as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial
liabilities held for trading and financial liabilities designated upon initial
recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred
for the purpose of repurchasing in the near term. This category also
includes derivative financial instruments entered into by the Group that
are not designated as hedging instruments in hedge relationships as
defined by IFRS 9.
Gains or losses on liabilities held for trading are recognised in the
income statement
Financial liabilities designated upon initial recognition at fair value
through profit or loss are designated at the initial date of recognition,
and only if the criteria in IFRS 9 are satisfied. The Group has not
designated any financial liability as at fair value through the
incomestatement.
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are
subsequently measured at amortised cost using the EIR method.
Gains and losses are recognised in the income statement when
theliabilities are derecognised as well as through the EIR
amortisationprocess.
Amortised cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of
theEIR. The EIR amortisation is included as finance costs in the
incomestatement.
This category generally applies to interest-bearing loans and
borrowings. For more information, refer to note 22.
Derecognition
A financial liability is derecognised when the obligation under the
liability is discharged or cancelled or expires. When an existing financial
liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new
liability. The difference in the respective carrying amounts is recognised
in the income statement.
Borrowing costs
Borrowing costs are generally expensed as incurred. Borrowing costs
that are directly attributable to the acquisition or construction of an
asset are capitalised while the asset is being constructed as part of the
cost of that asset. Borrowing costs consist of interest and other finance
costs that the Group incurs.
m) Impairment of non-financial assets
The Group assesses at each reporting date whether there is an
indication that an asset may be impaired. If any such indication exists,
or when annual impairment testing for an asset is required, the Group
makes an estimate of the asset’s recoverable amount. An asset’s
recoverable amount is the higher of an assets or cash generating units
fair value less costs to sell and its value in use and is determined for an
individual asset, unless the asset does not generate cash inflows that
are largely independent of those from other assets or groups of assets.
Where the carrying amount of an asset exceeds its recoverable amount,
the asset is considered impaired and is written down to its recoverable
amount. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the
risks specific to the asset. Impairment losses on continuing operations
are recognised in the income statement in those expense categories
consistent with the function of the impaired asset.
n) Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined on a first in, first out basis. Net realisable value is
based on estimated selling price less any further costs expected to be
incurred to disposal.
o) Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at
bank and on hand and short-term deposits with a maturity of three
months or less, which are subject to an insignificant risk of changes
invalue.
For the purpose of the consolidated statement of cash flows, cash and
cash equivalents consist of cash as defined above.
Cash-in-transit is recognised by the Group on the initiation of the
transfer of funds as opposed to receipt of the cash.
p) Income taxes
Current tax assets and liabilities are measured at the amount expected
to be recovered or paid to the taxation authorities, based on tax rates
and laws that are enacted or substantively enacted by the balance
sheet date. Management periodically evaluates positions taken in
thetax returns with respect to situations in which applicable tax
regulations are subject to interpretation and establishes provisions
where appropriate.
Deferred tax is recognised using the liability method, providing for
temporary differences between the tax bases and the accounting bases
of assets and liabilities. Deferred tax is calculated on an undiscounted
basis at the tax rates that are expected to apply in the period when the
liability is settled or the asset is realised, based on tax rates and laws
enacted or substantively enacted at the balance sheet date.
Deferred tax liabilities are recognised for all temporary differences,
with the following exceptions:
where the temporary difference arises from the initial recognition of
goodwill or of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss; and
2. ACCOUNTING POLICIES CONTINUED
l) Financial instruments continued
140Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
in respect of taxable temporary differences associated with
investments in subsidiaries, associates and joint ventures, where the
timing of the reversal of the temporary differences can be controlled
and it is probable that the temporary differences will not reverse in
the foreseeable future.
Deferred tax assets are recognised only to the extent that it is probable
that taxable profit will be available against which the deductible
temporary differences, carried forward tax credits or losses can be
utilised, with the following exceptions:
when the deferred tax asset relating to the deductible temporary
difference arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or
loss; and
in respect of deductible temporary differences associated with
investments in subsidiaries, associates and interests in joint
arrangements, deferred tax assets are recognised only to the extent
that it is probable that the temporary differences will reverse in the
foreseeable future and taxable profit will be available against which
the temporary differences can be utilised.
Tax is charged or credited to the income statement, except when it
relates to items charged or credited directly to other comprehensive
income or to equity, in which case the income tax is also dealt with in
other comprehensive income or equity respectively.
Deferred tax assets and liabilities are offset against each other when
the Group has a legally enforceable right to set off current tax assets
and liabilities and the deferred tax relates to income taxes levied by the
same tax jurisdiction on either the same taxable entity, or on different
taxable entities which intend to settle current tax assets and liabilities
on a net basis or to realise the assets and settle the liabilities
simultaneously in each future period in which significant amounts of
deferred tax liabilities are expected to be settled or recovered.
q) Provisions
Provisions are recognised when there is a present legal or constructive
obligation as a result of past events for which it is probable that an
outflow of economic benefit will be required to settle the obligation
andwhere the amount of the obligation can be reliably measured.
The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the balance
sheet date, considering the risks and uncertainties surrounding the
obligation. Where a provision is measured using the cash flows
estimated to settle the present obligation, its carrying amount is the
present value of those cash flows if the impact of discounting at a
pre-tax rate is material.
A restructuring provision is recognised when the Group has developed
a detailed formal plan for the restructuring and has raised a valid
expectation that it will carry out the restructuring by starting to
implement the plan or announcing its main features to those affected
by it. The measurement of a restructuring provision includes only the
direct expenditures arising from the restructuring, which are those
amounts that are both necessarily entailed by the restructuring and not
associated with the ongoing activities of the entity.
r) Capital reserve – own shares
DPG shares held by the Company and its Employee Benefit Trust (‘EBT’)
are classified in shareholders’ equity as ‘Capital reserve – own shares’
and are recognised at cost. No gain or loss is recognised in the income
statement on the purchase or sale of such shares.
s) Revenue
The Group’s revenue arises from the sale of products and services to
franchisees, the charging of royalties, fees and rent to franchisees, and
from the sale of goods to consumers from corporate stores.
Royalties, franchise fees and sales to franchisees
Contracts with customers for the sale of products include one
performance obligation, being the delivery of products to the end
customer. The Group has concluded that revenue from the sale of
products should be recognised at a point in time when control of the
goods are transferred to the franchisee, generally on delivery.
Revenue is recognised at the invoiced price less any estimated rebates.
The performance obligation relating to royalties is the use of the
Domino’s brand. This represents a sales-based royalty with revenue
recognised at the point the franchisee makes a sale to an end consumer.
Franchise fees comprise revenue for initial services associated with
allocating franchisees allotted address counts or a ‘Change of Hands’
fee when the Group grants consent to a franchisee to sell stores to a
third party. They are non-refundable, and no element of the franchise
fee relates to subsequent services. Revenue from franchise fees is
recognised when a franchisee opens a store for trading or on
completion of sale of one or more stores to a third party, as this is the
point at which all performance obligations have been satisfied.
In addition to royalties and franchise fees, franchisees contribute a
percentage of their system sales to the NAF and eCommerce fund
managed by the Group. The purpose of these Funds is to build both
system and store sales through increased public recognition of the
Domino’s Pizza brand and the development of eCommerce platforms.
In assessing the nature of these contributions received by the Groups,
the performance obligations stated under franchise agreements with
franchisees have been considered. For the NAF contributions received,
the Group is obliged to provide national advertising and marketing
services. For eCommerce contributions received, the Group is obliged
to develop and maintain eCommerce platforms, and provide other
ancillary services to franchisees, such as merchant credit card services.
These performance obligations are considered to constitute a revenue
stream, and the contributions received by the Group are therefore
recognised as revenue. Revenue recognition is measured on an
inputbasis as the costs of providing the obliged services are incurred.
The Group is obliged to provide the services on a break-even basis,
such that the Funds do not retain a long-term surplus or deficit.
As such,the level of revenue and costs recognised in respect of
fulfilling NAF and eCommerce performance obligations are equal.
Any timing differences between contributions received and costs
incurred are held as a contract asset or liability on the balance sheet.
As both the NAF and eCommerce arrangements fall under the same
franchise agreement with franchisees, the Funds are not separated and
are held on a net basis, either within trade and other receivables or
trade and other payables.
141Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Financial statements
The Group provides rebates based on customers achieving certain
volume targets, these are recognised within accruals until paid and as
reductions against revenue.
Corporate store sales
Contracts with customers for the sale of products to end consumers
include one performance obligation. The Group has concluded that
revenue from the sale of products should be recognised at a point in
time when control of the goods is transferred to the consumer, which
isthe point of delivery or collection. Revenue is measured at the menu
price less any discounts offered.
Rental income on short-term leasehold and freehold property
Rental income arising from leases treated as short-term and freehold
properties is recognised on a straight-line basis in accordance with the
lease terms. Deferred income comprises lease premiums and rental
payments. Rental payments are deferred and recognised on a straight-
line basis over the period in which they relate.
t) Pension
The Group contributes to the personal pension plans of certain staff
with defined contribution schemes. The contributions are charged as an
expense as they fall due. Any contributions unpaid at the balance sheet
date are included as an accrual at that date. The Group has no further
payment obligations once the contributions have been paid.
u) Share-based payments
The Group provides benefits to employees (including Executive
Directors) in the form of share-based payment transactions, whereby
employees render services as consideration for equity instruments
(equity-settled transactions). The cost of the equity-settled transactions
is measured by reference to the fair value at the date at which they are
granted and is recognised as an expense over the vesting period, which
ends on the date on which the relevant employees become fully entitled
to the award. Fair values of employee share option plans are calculated
using a Stochastic model for awards with TSR-related performance
conditions and a Black-Scholes model for SAYE awards and other
awards with EPS-related performance conditions. In valuing equity-
settled transactions, no account is taken of any service and
performance (vesting conditions), other than performance conditions
linked to the price of the shares of the Company (market conditions).
Any other conditions which are required to be met in order for an
employee to become fully entitled to an award are considered to be
non-vesting conditions. Like market performance conditions, non-
vesting conditions are taken into account in determining the grant date
fair value.
No expense is recognised for awards that do not ultimately vest, except
for awards where vesting is conditional upon a market or non-vesting
condition, which are treated as vesting irrespective of whether or not
the market or non-vesting condition is satisfied, provided that all other
performance conditions and/or service conditions are satisfied.
At each balance sheet date before vesting, the cumulative expense is
calculated, representing the extent to which the vesting period has
expired and the Directors’ best estimate of the number of equity
instruments that will ultimately vest on achievement or otherwise of
non-market conditions or, in the case of an instrument subject to a
market condition, be treated as vested as described above.
The movement in the cumulative expense since the previous balance
sheet date is recognised in the income statement, with the
corresponding increase in equity.
When the terms of an equity-settled award are modified, the minimum
expense recognised is the grant date fair value of the unmodified
award, provided the original terms of the award are met. An additional
expense, measured as at the date of modification, is recognised for any
modification that increases the total fair value of the share-based
payment transaction, or is otherwise beneficial to the employee.
Where an equity-settled award is cancelled, it is treated as if it had
vested on the date of cancellation, and any cost not yet recognised in
the income statement for the award is expensed immediately.
This includes where non-vesting conditions within the control of either
the entity or the employee are not met. However, if a new award is
substituted for the cancelled award and designated as a replacement
award on the date that it is granted, the cancelled and new awards are
treated as if they were a modification of the original award, as
described in the previous paragraph. All cancellations of equity-settled
transaction awards are treated equally.
Any compensation paid up to the fair value of the award at the
cancellation or settlement date is deducted from equity, with any
excess over fair value being treated as an expense in the income
statement.
v) Discontinued operations and assets held for sale
A discontinued operation is a component of the Group’s business, the
operations and cash flows of which can be clearly separated from the
rest of the Group and which represents a separate major line of
business or geographic operation, is part of a single co-ordinated plan
to dispose of a separate major line of business or operations or is a
subsidiary acquired exclusively with a view to resale. Classification as a
discontinued operation occurs at the earlier of the date of disposal or
when the operation meets the criteria to be classified as held for sale.
Comparatives are re-presented accordingly.
Non-current assets or disposal groups are classified as held for sale if it
is highly probable that they will be recovered through sale as opposed
to continuing use. These are measured at the lower of their carrying
amount and fair value less cost to sell. Impairment losses are
recognised in the income statement.
2. ACCOUNTING POLICIES CONTINUED
s) Revenue continued
142Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
w) Non-GAAP performance measures
In the reporting of financial information, the Group uses certain measures that are not required under IFRS. The Group believes that these additional
measures, which are used internally, are useful to the users of the financial statements in helping them understand the underlying business
performance, as defined in the key performance indicators section of the Strategic report.
The principal non-GAAP measures the Group uses are underlying profit before interest and tax, underlying profit before tax, underlying profit,
underlying earnings per share and system sales. Underlying measures remove the impact of non-underlying items from earnings and are reconciled
to statutory measures; system sales measure the performance of the overall business, as defined in the key performance indicators section of the
Strategic report.
These measures are used internally in setting performance-related remuneration and are used by the Board in assessing performance and strategic
direction using a comparable basis.
While the disclosure of non-underlying items and system sales is not required by IFRS, these items are separately disclosed either as memorandum
information on the face of the income statement and in the segmental analysis, or in the notes to the financial statements as appropriate. Non-
underlying items include significant non-recurring items, disposal activity or items directly related to merger and acquisition activity and related
instruments. These items are not considered to be underlying by management due to quantum or nature. Factors considered include items that are
non-recurring, not part of the ordinary course of business or reduce understandability of business performance. For a detailed description of items,
see note 7.
x) New standards and interpretations not applied
At the date of authorisation of these financial statements, the following standards and interpretations that are relevant to the Group, which have not
been applied in these financial statements, were in issue but not yet effective.
Effective for periods
beginning on or after:
International Accounting Standards (‘IAS’)
Property, Plant and Equipment: Proceeds before intended use – Amendments to IAS 16 1 January 2022
Reference to the Conceptual Framework – Amendments to IFRS 3 1 January 2022
Onerous Contracts – Cost of Fulfilling a Contract Amendments to IAS 37 1 January 2022
Classification of Liabilities as Current or Non-Current – Amendments to IAS 1 1 January 2023
Disclosure of Accounting Policies – Amendments to IAS 1 1 January 2023
Definition of Accounting Estimates – Amendments to IAS 8 1 January 2023
Deferred Tax related to Assets and Liabilities arising from a single transaction – Amendments to IAS 12 1 January 2023
None of the above standards are expected to have a material impact on the Group financial statements on application.
143Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
3. SEGMENTAL INFORMATION
For management purposes, the Group has previously been organised into two geographic business units based on the operating models of the
regions; the UK & Ireland operating more mature markets with a franchise model, limited corporate stores and investments held in our franchisees,
compared to International which operated predominantly as corporate stores. The International segment includes the German associate, legacy
Germany and Switzerland holding companies, as well as Iceland, Sweden and Switzerland operational entities up to their disposal date in 2021.
Following the decision to dispose of the International operations in Sweden, Switzerland and Iceland, these were held as discontinued operations
under IFRS 5: Non-current assets held for sale and discontinued operations. During 2021, the Board continued to monitor the trading performance
of the businesses and therefore were still considered a reporting segment, with these operations presented in discontinued operations.
Within the International reporting segment, the result of the German associate remains in continuing results. Based on the nature and scale of the
asset, this is not considered a separate major line of business or geographic operation under IFRS 5 for treatment as a discontinued operation, and
was not part of the single co-ordinated plan to dispose of the International operations. Individually, this asset would not meet the criteria for
separate recognition as a reporting segment under IFRS 8; however remains presented in the International reporting segment as we consider this
assists in comparability of reported information to a user of the accounts and the result of the associate investment remains separately reported to
the chief operating decision-maker, being the Executive Directors of the Board, and decisions made, in particular around the timing of exercise of
the put option to dispose the investment, are made at this level.
Unallocated assets include cash and cash equivalents and taxation assets. Unallocated liabilities include the bank revolving facility and
taxationliabilities.
At 25 December
2022
£m
At 26 December
2021
£m
Current tax assets 1.7 0.2
Cash and cash equivalents 30.4 42.8
Unallocated assets 32.1 43.0
Deferred tax liabilities 3.4 2.9
Debt facilities 283.7 242.5
Unallocated liabilities 287.1 245.4
Segment assets and liabilities
At 25 December 2022 At 26 December 2021
UK & Ireland
£m
International
– continuing
£m
International
– discontinued
£m
Total
£m
UK & Ireland
£m
International
– continuing
£m
International
– discontinued
£m
Total
£m
Segment assets
Segment current assets 82.2 32.9 115.1 64.1 64.1
Segment non-current assets 336.8 336.8 350.1 350.1
Investment in associates
and joint ventures 25.4 25.4 23.8 28.9 52.7
Investments 11.3 11.3 12.1 12.1
Unallocated assets 32.1 43.0
Total assets 520.7 522.0
Segment liabilities
Liabilities 346.4 346.4 333.9 1.3 335.2
Unallocated liabilities 287.1 245.4
Total liabilities 633.5 580.6
144Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
Segmental performance 2022
UK & Ireland
£m
International
– continuing
£m
Total
underlying
£m
Non-underlying
£m
Total
reported
£m
International
– discontinued
£m
Total including
discontinued
operations
£m
Revenue
Sales to external customers 600.3 600.3 600.3 600.3
Segment revenue 600.3 600.3 600.3 600.3
Results
Underlying result before associates and joint
ventures 102.2 102.2 102.2 102.2
Revaluation of investment 1.0 1.0 1.0 1.0
Share of profit of associates and joint ventures 4.0 2.6 6.6 6.6 6.6
Profit/(loss) before interest and taxation 107.2 2.6 109.8 109.8 109.8
Net finance costs (10.9) (10.9) (10.9) (10.9)
Profit/(loss) before taxation 96.3 2.6 98.9 98.9 98.9
Taxation (17.3) (17.3) (17.3) (17.3)
Profit/(loss) for the period 79.0 2.6 81.6 81.6 81.6
Effective tax rate 18.0% 17.5% 17.5% 17.5%
Other segment information
– Depreciation 10.9 10.9 10.9 10.9
– Amortisation 7.8 7.8 7.8 7.8
– Impairment 1.6 1.6 1.6 1.6
Total depreciation, amortisation and impairment 20.3 20.3 20.3 20.3
EBITDA 127.5 2.6 130.1 130.1 130.1
Underlying EBITDA 127.5 2.6 130.1 130.1 130.1
Capital expenditure 19.7 19.7 19.7 19.7
Share-based payment charge 1.2 1.2 1.2 1.2
Revenue disclosures
Royalties, franchise fees and change of hands fees 78.9 78.9 78.9 78.9
Sales to franchisees 411.4 411.4 411.4 411.4
Corporate store income 36.2 36.2 36.2 36.2
Property income on leasehold and
freeholdproperty 1.6 1.6 1.6 1.6
National Advertising and eCommerce income 72.2 72.2 72.2 72.2
Total segment revenue 600.3 600.3 600.3 600.3
Major customers and revenue by destination
Revenue from two franchisees individually totalled £110.6m (2021: £105.1m) and £110.3m (2021: £99.9m), within sales reported in the
UK & Ireland segment.
Analysed by origin, revenue from the UK was £567.4m (2021: £532.8m), with other significant countries being Ireland with revenue of £32.9m
(2021: £28.0m), Iceland with revenue of £nil (2021: £12.7m), Sweden with revenue of £nil (2021: £2.9m) and Switzerland with revenue of £nil
(2021: £16.8m).
145Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Segmental performance 2021
UK & Ireland
£m
International
– continuing
£m
Total
underlying
£m
Non-underlying
£m
Total
reported
£m
International
– discontinued
£m
Total including
discontinued
operations
£m
Revenue
Sales to external customers 560.8 560.8 560.8 32.4 593.2
Segment revenue 560.8 560.8 560.8 32.4 593.2
Results
Underlying result before associates and joint
ventures 106.8 106.8 106.8 (1.5) 105.3
Revaluation of investment 2.1 2.1 2.1 2.1
Share of profit of associates and joint ventures 6.0 5.0 11.0 11.0 11.0
Segment result 114.9 5.0 119.9 119.9 (1.5) 118.4
Other non-underlying items (4.8) (4.8) (9.8) (14.6)
Profit/(loss) before interest and taxation 114.9 5.0 119.9 (4.8) 115.1 (11.3) 103.8
Net finance costs (6.0) (6.0) 0.6 (5.4) (0.5) (5.9)
Profit/(loss) before taxation 108.9 5.0 113.9 (4.2) 109.7 (11.8) 97.9
Taxation (20.5) (20.5) 1.5 (19.0) (0.6) (19.6)
Profit/(loss) for the period 88.4 5.0 93.4 (2.7) 90.7 (12.4) 78.3
Effective tax rate 18.8% 18.0% 35.7% 17.3% 5.1% 20.0%
Other segment information
– Depreciation 11.5 11.5 11.5 11.5
– Amortisation 4.8 4.8 1.1 5.9 5.9
– Impairment 0.2 0.2 0.2 0.8 1.0
Total depreciation, amortisation and impairment 16.5 16.5 1.1 17.6 0.8 18.4
EBITDA 131.4 5.0 136.4 (3.7) 132.7 (10.5) 122.2
Underlying EBITDA 131.4 5.0 136.4 136.4 (0.7) 135.7
Capital expenditure 13.6 13.6 13.6 0.7 14.3
Share-based payment charge 1.7 1.7 1.7 1.7
Revenue disclosures
Royalties, franchise fees and change of hands fees 79.4 79.4 79.4 79.4
Sales to franchisees 374.9 374.9 374.9 374.9
Corporate store income 35.6 35.6 35.6 32.4 68.0
Property income on leasehold and freehold property 0.6 0.6 0.6 0.6
National Advertising and eCommerce income 70.3 70.3 70.3 70.3
Total segment revenue 560.8 560.8 560.8 32.4 593.2
3. SEGMENTAL INFORMATION CONTINUED
146Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
4. DISCONTINUED OPERATIONS
Discontinued operations consists of the legacy Germany and Switzerland holding companies and also consisted of the International business
disposal groups up to the date of disposal in 2021.
The disposal groups represented the operations in Sweden, Iceland and Switzerland. These operations were disposed of in 2021, see note 28.
These entities were included in the Group result for the prior period up to disposal date. The operations met the criteria in IFRS 5: Non-current
assets held for sale and discontinued operations to be classified as assets held-for-sale. The operations additionally met the criteria for discontinued
operations under the standard. They were classified as held-for-sale and represented a separate major line of business and part of a single
co-ordinated plan to dispose.
The result of the disposal groups classified as discontinued operations are as follows:
52 weeks ended 25 December 2022 52 weeks ended 26 December 2021
Total trading result
£m
Non-underlying
costs £m
Total result from
discontinued
operations £m
Total trading result
£m
Non-underlying
costs £m
Total result from
discontinued
operations £m
Revenue 32.4 32.4
Cost of sales (24.4) (24.4)
Gross profit 8.0 8.0
Distribution costs (0.5) (0.5)
Administrative costs (9.0) (1.4) (10.4)
Loss on disposals before professional fees (8.4) (8.4)
Loss before interest and taxation (1.5) (9.8) (11.3)
Finance costs (0.5) (0.5)
Loss before taxation (2.0) (9.8) (11.8)
Taxation (0.6) (0.6)
Loss for the period (2.6) (9.8) (12.4)
Segmental result by country
Segmental result
Iceland
£m
Switzerland
£m
Norway
£m
Sweden
£m
International
central costs
£m
Total
trading result
£m
52 weeks ended 25 December 2022
52 weeks ended 26 December 2021 0.7 0.1 (0.9) (1.4) (1.5)
Non-underlying costs presented in discontinued operations
The non-underlying costs presented in discontinued operations for 2021 related to the disposal of operations in Sweden, Iceland and Switzerland.
For Sweden there was £0.4m loss on disposal, after accounting for the net assets disposed and foreign exchange recycled, and consideration paid.
This primarily consisted of professional fees associated with the disposal. For Iceland this consisted of £7.3m loss on disposal, after accounting for
the net assets disposed and foreign exchange recycled, and consideration received. The loss on Iceland includes £0.5m of professional fees
associated with the disposal. For Switzerland this consisted of £2.1m loss on disposal, after accounting for the net assets disposed and foreign
exchange recycled, and consideration paid. The loss on Switzerland includes £0.5m of professional fees associated with the disposal.
Details relating to the disposals are set out in note 28.
Earnings per share
In 2021, the discontinued operations contributed a basic loss per share of 2.7p and a diluted loss per share of 2.6p.
147Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Cash flows used in discontinued operations
The cash flows from discontinued operations have been presented in combination with the cash flows from continuing operations on the Group
cash flow statement. The cash flows related to discontinued operations are as follows:
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Net cash from operating activities 1.2
Net cash from investing activities (2.0)
Net cash from financing activities (5.8)
Net cash flows for the period (6.6)
Tax on discontinued operations
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Tax charged in the income statement
Current income tax:
Adjustments in respect of prior periods 0.5
Income tax on overseas operations 0.1
Total current income tax charge 0.6
Deferred tax:
Origination and reversal of temporary differences
Total deferred tax
Tax charge in relation to discontinued operations 0.6
The tax charge in relation to discontinued operations disclosed as follows:
Income tax charge 0.6
There is no tax charge in relation to discontinued operations for the 52 weeks ended 25 December 2022. For the 52 weeks ended 26 December 2021
the tax charge was lower than the statutory corporation tax rate of 19%. The differences are reconciled as follows:
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Loss before taxation (11.8)
Accounting loss multiplied by the UK statutory rate of corporation tax of 19.0% (2021: 19.0%) (2.2)
Expenses not deductible for tax purposes 2.2
Adjustments relating to prior periods 0.5
Overseas losses carried forward not recognised 0.1
Total tax charge reported in the income statement 0.6
Effective tax rate (%) (5.1%)
4. DISCONTINUED OPERATIONS CONTINUED
148Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
5. GROUP PROFIT BEFORE INTEREST AND TAX
This is stated after charging/(crediting) for both continuing and discontinued operations:
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Depreciation of property, plant and equipment 5.0 5.0
Amortisation of intangible assets 7.8 5.9
Depreciation on right-of-use assets 5.9 6.5
Total depreciation and amortisation expense 18.7 17.4
Impairment loss recognised on property, plant and equipment 0.1 0.8
Impairment loss recognised on intangible assets 1.5 0.2
Total impairment loss recognised 1.6 1.0
Net foreign currency gain (0.1) (0.5)
Cost of inventories recognised as an expense 240.2 215.7
(Profit)/loss on disposal of subsidiaries (2.1) 8.4
Gain on changes in fair value of financial instruments (1.0) (1.8)
6. AUDITORS’ REMUNERATION
The Group paid the following amounts to its Auditors in respect of the audit of the financial statements and for other services provided to the Group:
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Fees payable to the Group’s auditors for the audit of the Group and Company annual accounts* 0.6 0.5
Fees payable to the Company’s auditors and its associates for other services:
Audit of the accounts of subsidiaries 0.3 0.3
Total audit fees 0.9 0.8
Other services 0.1 0.1
Total audit and non-audit fees 1.0 0.9
* Of which £29,000 (2021: £25,000) relates to the Company.
Other services in the period relate to the interim review performed at half year of £64k, assurance over ESG metrics of £50k. The level of non-audit
fees to audit fees is 11%.
149Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
7. RECONCILIATION OF NON-GAAP MEASURES
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Underlying profit for the period 81.6 93.4
Non-underlying loss for the period from continuing operations (2.7)
Loss from discontinued operations (12.4)
Profit for the period 81.6 78.3
Non-underlying items
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Included in administrative costs:
– Legal and professional fees a) (1.2)
– Amortisation of London corporate stores b) (1.1)
– Reversionary share scheme c) (2.2)
(4.5)
Included in other expenses:
– Market Access Fee d) (0.3)
(0.3)
Included in profit before interest and taxation (4.8)
Included within net finance cost:
– Market Access Fee d) 0.6
Included in profit before taxation (4.2)
Taxation e) 1.5
Included in profit for the period from continuing operations (2.7)
Loss for the period from discontinued operations f) (12.4)
Included in profit/(loss) for the period (15.1)
a) Legal and professional fees
Legal and professional fees of £1.2m were incurred in 2021 of which £0.9m related to the establishment of our long-term strategic plan which was
announced in March 2021. An additional £0.3m related to the disposal of the International operations. The costs recognised in relation to the
disposal of International operations related to professional fees for the marketing of the operations up to the point at which an agreement was
reached, at which point remaining costs with the disposal were recognised as part of the loss on disposal in discontinued operations.
b) Amortisation of London corporate stores
Following the decision made regarding classification of items as non-underlying, the amortisation of acquired intangibles in 2022 of £1.0m are
presented in the underlying result for the current period. In 2021, amortisation of acquired intangibles of £1.1m were incurred in relation to the SFA
recognised on the acquisition of the London corporate stores and Have More Fun (London) Limited. This was considered to be non-underlying as
the Group has a policy of franchise agreements having an indefinite life; however, the SFA is deemed to be a re-acquired right under IFRS 3 which
requires such rights to be amortised.
(c) Reversionary share scheme
No further costs relating to the reversionary share scheme have been incurred in 2022. A cost of £2.2m was recorded in 2021 in relation to the
reversionary share scheme. Of this amount, £2.0m related to an increase in the provision previously recorded in 2017, and £0.2m related to
professional fees. The provision increased as a result of potential exposures around the tax treatment of employee options which vested during 2013
following continued correspondence with HMRC around the treatment of the historical awards.
150Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
d) Market Access Fee
The Market Access Fee was fully settled during the current period. In 2021, a loss of £0.3m was recorded following changes in fair valuation of the
Market Access Fee relating to the German associate. The decrease in valuation is following the trading performance in 2021, which determines the
level of income received under the instrument.
In 2021, the amount recorded in net finance costs of £0.6m represented the unwind of the discount of the fair value and foreign exchange
movements. The impact of revaluation of the Market Access Fee was not considered to be ordinary trading for the Group. In the event that
wereceived any material capital sum for deferred consideration on any business, it would equally be treated as non-underlying.
e) Taxation
A tax credit of £1.5m was recorded in 2021 which related to the non-underlying net loss before taxation of £4.2m and the effective tax rate of 35.7%
was higher than the statutory rate of 19.0%. The effective tax rate may differ from the statutory tax rate due to the tax treatment of certain fair value
gains and the treatment of disallowed items. Taxation on the items considered to be non-underlying is also treated as non-underlying where it can
be identified in order to ensure consistency of treatment with the item to which it relates. The creation and revaluation of deferred tax assets are
treated consistently with the treatment adopted when the asset was created.
f) Loss for the period from discontinued operations
The loss of £12.4m in 2021 represented the post-tax result of the International operations of Switzerland, Sweden and Iceland, consisting of a trading
loss of £1.5m, interest costs of £0.5m, loss on disposal of International operations, primarily consisting of foreign exchange losses recycled and
professional fees, of £9.8m and a tax charge of £0.6m. The detail of the disposals is set out in note 28.
8. EMPLOYEE BENEFITS AND DIRECTORS’ REMUNERATION
a) Employee benefits expense
Continuing
operations
£m
Discontinued
operations
£m
52 weeks ended
25 December 2022
£m
Wages and salaries 65.3 65.3
Social security costs 6.2 6.2
Other pension costs 1.5 1.5
Share-based payment charge 1.2 1.2
Total 74.2 74.2
Continuing
operations
£m
Discontinued
operations
£m
52 weeks ended
26 December 2021
£m
Wages and salaries 61.5 13.2 74.7
Social security costs 6.4 1.3 7.7
Other pension costs 1.2 0.9 2.1
Share-based payment charge 1.7 1.7
Total 70.8 15.4 86.2
For details of amounts relating to current and former Directors, refer to the Directors’ remuneration report on pages 88 to 114.
The average monthly number of employees of the Group during the year including subsidiaries and excluding associates and joint ventures was
made up as follows:
52 weeks ended
25 December 2022
Number
52 weeks ended
26 December 2021
Number
Administration 377 378
Production and distribution 569 561
Corporate stores 661 1,308
Total (including discontinued operations) 1,607 2,247
Continuing operations 1,607 1,559
Discontinued operations 688
Total 1,607 2,247
151Domino’s Pizza Group plc | Annual Report & Accounts 2022
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b) Directors’ remuneration
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Directors’ remuneration 2.4 2.9
Number of Directors accruing benefits under:
– defined contribution schemes 1
Additional information regarding Directors’ remuneration is included in the Directors’ remuneration report on pages 88 to 114.
9. FINANCE INCOME
Underlying
£m
Non-underlying
£m
52 weeks ended
25 December 2022
£m
Other interest receivable 0.1 0.1
Interest on loans to associates and joint ventures 0.3 0.3
Interest receivable on leases 12.4 12.4
Foreign exchange 0.3 0.3
Total finance income 13.1 13.1
Underlying
£m
Non-underlying
£m
52 weeks ended
26 December 2021
£m
Other interest receivable 0.1 0.1
Interest on loans to associates and joint ventures 0.4 0.4
Discount unwind 1.0 1.0
Interest receivable on leases 12.6 12.6
Total finance income 13.1 1.0 14.1
The discount unwind relates to the unwind of the fair value of the Market Access Fee as described in note 26.
10. FINANCE COSTS
Underlying
£m
Non-underlying
£m
52 weeks ended
25 December 2022
£m
Debt facilities interest payable 10.3 10.3
Interest payable on leases 13.7 13.7
Total finance costs 24.0 24.0
Underlying
£m
Non-underlying
£m
52 weeks ended
26 December 2021
£m
Debt facilities interest payable 4.8 4.8
Discount unwind 0.1 0.1
Interest payable on leases 13.9 13.9
Foreign exchange 0.3 0.4 0.7
Total finance costs 19.1 0.4 19.5
Finance costs relate to financial liabilities at amortised cost.
8. EMPLOYEE BENEFITS AND DIRECTORS’ REMUNERATION CONTINUED
152Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
11. TAXATION
a) Tax on profit from continuing operations
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Tax charged in the income statement
Current income tax:
UK corporation tax:
– current period 16.6 18.6
– adjustment in respect of prior periods (0.1)
16.5 18.6
Income tax on overseas operations 0.9 0.7
Total current income tax charge 17.4 19.3
Deferred tax:
Origination and reversal of temporary differences (0.3) (0.9)
Effect of change in tax rate 0.8
Adjustment in respect of prior periods 0.2 (0.2)
Total deferred tax (0.1) (0.3)
Tax charge in the income statement 17.3 19.0
The tax charge in the income statement is disclosed as follows:
Income tax charge 17.3 19.0
Tax relating to items credited/(charged) to equity
Reduction in current tax liability as a result of the exercise of share options 0.1 0.2
Rate change differences in relation to deferred tax on unexercised share options 0.1
Origination and reversal of temporary differences in relation to unexercised share options (0.9) 0.2
Tax (charge)/credit in the Group statement of changes in equity (0.8) 0.5
There is no tax impact in relation to the foreign exchange differences in the statement of comprehensive income.
b) Reconciliation of the total tax charged to continuing operations
The tax charge in the income statement for the 52 weeks ended 25 December 2022 is lower (2021: lower) than the statutory corporation tax rate of
19.0% (2021: 19.0%). The differences are reconciled below:
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Profit before taxation 98.9 109.7
Accounting profit before taxation multiplied by the UK statutory rate of corporation tax of 19.0% (2021: 19.0%) 18.8 20.8
Expenses not deductible for tax purposes 0.3
Income not taxable 0.1 (0.4)
Share of joint venture and associates’ results not taxable (1.3) (2.1)
Accounting depreciation not eligible for tax purposes 0.4 0.4
Adjustments relating to prior periods 0.2 (0.2)
Other (0.4) (0.2)
Tax rate differences (0.5) 0.4
Total tax charge reported in the income statement 1 7.3 19.0
Effective tax rate (%) 17.5% 17.3%
Underlying effective tax rate (%) 17.5% 18.0%
153Domino’s Pizza Group plc | Annual Report & Accounts 2022
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11. TAXATION CONTINUED
c) Temporary differences associated with Group investments
At 25 December 2022, there was no recognised deferred tax liability (2021: £nil) for taxes that would be payable on the unremitted earnings of the
Group’s subsidiaries, or its associates, as there are no corporation tax consequences of the Group’s UK, Irish or overseas subsidiaries or associates
paying dividends to their parent companies. There are also no income tax consequences for the Group attaching to the payment of dividends by the
Group to its shareholders.
d) Deferred tax
The deferred tax included in the balance sheet is as follows:
At 25 December
2022
£m
At 26 December
2021
£m
Deferred tax arising in the UK on non-capital items (3.2) (2.2)
Deferred tax arising on business combinations and acquired assets (0.2) (0.7)
Deferred tax (3.4) (2.9)
Represented as:
Deferred tax liabilities – Non-current (3.4) (2.5)
Deferred tax liabilities – Current (0.4)
(3.4) (2.9)
At 25 December
2022
£m
At 26 December
2021
£m
Gross movement in the deferred income tax account
Opening balance (2.9) (3.6)
Tax (charge)/credit to equity (0.8) 0.4
Income statement (charge)/credit (0.1) 0.3
Entity disposal 0.4 0.0
Closing balance (3.4) (2.9)
e) Deferred tax arising in the UK on non-capital items
Share-based
payments
£m
Accelerated
capital
allowances
£m
Provisions
£m
Reversionary
interests
£m
Total
£m
At 27 December 2020 1.4 (4.1) (2.2) 2.1 (2.8)
Charge to equity 0.3 0.3
(Charge)/credit to income 0.3 (2.7) 1.5 1.2 0.3
At 26 December 2021 2.0 (6.8) (0.7) 3.3 (2.2)
Charge to equity (0.9) (0.9)
(Charge)/credit to income (0.1) (1.6) 1.6 (0.1)
At 25 December 2022 1.0 (8.4) 0.9 3.3 (3.2)
154Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
12. EARNINGS PER SHARE
Basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity holders of the Parent by the weighted
average number of Ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the Parent by the weighted average number
of Ordinary shares outstanding during the year plus the weighted average number of Ordinary shares that would have been issued on the
conversion of all dilutive potential Ordinary shares into Ordinary shares.
Earnings
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Profit after tax:
Continuing and discontinued operations 81.6 78.3
Discontinued operations 12.4
Continuing operations 81.6 90.7
Adjustments for underlying earnings per share:
Continuing operations 81.6 90.7
– Included in profit after tax – other non-underlying items 2.7
Underlying profit after tax attributable to owners of the Parent 81.6 93.4
Weighted average number of shares
At 25 December 2022
Number
At 26 December 2021
Number
Basic weighted average number of shares (excluding treasury shares) 434,211,333 459,234,086
Dilutive effect of share options and awards 1,826,246 2,434,861
Diluted weighted average number of shares 436,037,579 461,668,947
The performance conditions relating to share options granted over 1,040,013 shares (2021: 1,486,022) have not been met in the current financial
year and therefore the dilutive effect of the number of shares which would have been issued at the period end has not been included in the diluted
earnings per share calculation.
There are no share options excluded from the diluted earnings per share calculation because they would be anti-dilutive (2021: nil). See note 2 for
further information on reversionary interests and share options.
Earnings per share
52 weeks ended
25 December 2022
52 weeks ended
26 December 2021
Continuing operations
Basic earnings per share 18.8p 19.8p
Diluted earnings per share 18.7p 19.6p
Underlying earnings per share:
Basic earnings per share 18.8p 20.3p
Diluted earnings per share 18.7p 20.2p
Continuing and discontinued operations
Basic earnings per share 18.8p 17.1p
Diluted earnings per share 18.7p 17.0p
155Domino’s Pizza Group plc | Annual Report & Accounts 2022
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13. DIVIDENDS PAID AND PROPOSED
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Declared and paid during the period:
Equity dividends on Ordinary shares:
Final dividend for 2021: 6.8p (2020: 9.10p) 30.0 42.3
Interim dividend for 2022: 3.2p (2021: 3.0p) 13.8 13.7
Dividends paid 43.8 56.0
Proposed for approval by shareholders at the AGM (not recognised as a liability at 25 December 2022 or 26 December 2021)
Final dividend for 2022: 6.8p (2021: 6.8p) 28.6 30.4
The proposed final dividend for the period is 6.8p per share; if approved, the total dividend for the full financial year will be 10.0p per share.
14. INTANGIBLE ASSETS
Goodwill
£m
Franchise fees
£m
Software
£m
Other
£m
Total
£m
Cost or valuation
At 27 December 2020 31.9 8.3 51.5 0.8 92.5
Additions 7.7 7.7
At 26 December 2021 31.9 8.3 59.2 0.8 100.2
Additions 10.3 10.3
Disposals (3.8) (2.8) (6.6)
At 25 December 2022 28.1 5.5 69.5 0.8 103.9
Accumulated amortisation and impairment
At 27 December 2020 18.6 4.3 38.8 0.3 62.0
Provided during the year 1.1 4.7 0.1 5.9
Impairment 0.2 0.2
At 26 December 2021 18.6 5.4 43.7 0.4 68.1
Provided during the year 1.1 6.7 7.8
Impairment 1.5 1.5
Disposals (2.2) (1.3) (3.5)
At 25 December 2022 16.4 5.2 51.9 0.4 73.9
Net book value at 25 December 2022 11.7 0.3 17.6 0.4 30.0
Net book value at 26 December 2021 13.3 2.9 15.5 0.4 32.1
During prior periods, the Group made a number of acquisitions, recognising intangible assets at fair value and goodwill at cost. This included the
corporate stores SFAs. During the current period, the SFAs for Have More Fun (London) Limited were disposed of. Refer to note 28.
At 25 December 2022, the net book value of internally generated intangibles included within software was £7.4m (2021: £7.2m). Internally generated
intangibles included within software additions during the year was £5.1m (2021: £4.5m).
The carrying amount of goodwill and indefinite life intangibles has been allocated as follows:
At 25 December
2022
£m
At 26 December
2021
£m
Goodwill
UK corporate stores 11.7 13.3
11.7 13.3
156Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
Impairment reviews
The Group is obliged to test goodwill and indefinite life intangibles annually for impairment, or more frequently if there are indications that goodwill
and indefinite life intangibles might be impaired.
In performing these impairment tests, management is required to compare the carrying value of the assets of a Cash Generating Unit (CGU),
including goodwill and indefinite life intangibles, with their estimated recoverable amount. The recoverable amounts of an asset being the higher of
its fair value less costs to sell and value in use. Management considers the different nature of the Group’s operations to determine the appropriate
methods for assessing the recoverable amounts of the assets of a CGU. When testing goodwill for impairment, the goodwill is allocated to the CGU
or group of CGUs that were expected to benefit from the synergies of the business combination from which it first arose.
UK corporate stores – impairment review
An impairment review has been performed over the goodwill and intangible assets attributable to the Group’s UK corporate store business, within
the UK & Ireland operating segment. The impairment review has been based on the value in use of the overall UK corporate store group of cash
generating units, which comprises of the Sell More Pizza business which was acquired in 2017.
In assessing value in use, the impairment review draws on the Group’s five-year plan. The corporate store business performed broadly in line with
the budgeted EBITDA performance in 2022. This is forecast to decrease in 2023 due to inflationary costs, which has been included in the
impairment review. Other key assumptions in the cash flow projections are those regarding revenue growth and EBITDA margins, which include
food cost inflation, labour inflation and expected productivity gains. In accordance with IAS 36, future new store openings are only included in the
projections for impairment purposes if they are committed to at the point of carrying out the review. Capital expenditure is forecast in the
projections for store refits and other capital expenditure outside of store openings. This considers the impact of any necessary changes to make the
business model more sustainable, including eBikes and energy efficiency measures.
Long-term growth rates are set no higher than the long-term economic growth projections of the UK, which is where the business operates.
Management applies pre-tax discount rates in the value in use estimation that reflect current market assessments of the time value of money and
the risks specific to the CGUs and businesses under review. The discount rates and long-term growth rates applied in the annual impairment
reviews conducted in the current and prior year, are as follows:
Long-term growth rate Discount rate
At 25 December 2022 At 26 December 2021 At 25 December 2022 At 26 December 2021
UK Corporate Stores 2.0% 2.0% 12.7% 9.3%
For the year ended 25 December 2022, no impairment has been recognised against the goodwill allocated to the corporate stores (2021: £nil).
The forecast for the London corporate stores assumes no store openings over the forecast period and includes revenue growth assumptions
between 5% and 7% over the remaining term of the five-year period. All revenue growth is on a like-for-like basis. Growth in future years is based on
the long-term growth rate of 2.0%. The key assumption within the forecast is the long-term revenue growth, plus inflationary increases in costs, as
well as the ability to drive down costs through operational efficiencies and tighter control over operating costs.
The valuation based on the current five-year plan results in a recoverable amount of £21.2m, with the asset base being £14.1m, headroom of £7.1m is
available. During the period the Group sold 5 corporate stores for a profit on disposal of £2.1m (refer to note 28). The fair value of the consideration
received was greater than the recoverable amount. This further substantiates the Group’s view that there is no impairment to be recognised.
Sensitivity analysis has been performed to highlight the impact of assumptions and key sensitivities in isolation and in combination:
A 100bps decrease in revenue growth would reduce the headroom to £5.6m.
A 100bps increase in food cost percentage would reduce the headroom to £3.6m.
A 100bps increase in the forecast food cost and a 100bps increase in the forecast labour cost would reduce the headroom to £4.8m.
A 100bps increase in the discount rate reduces headroom to £5.0m.
Given the maturity of the business and the improvements in cost control and operational efficiencies we have seen since acquisition we believe that
further cost control and efficiencies are achievable. Based on the forecast revenue, EBITDA margins would have to decrease from 6.07%, by more
than 202bps, to 4.05% throughout the forecast to trigger an impairment.
157Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Financial statements
Master franchise fees
Master franchise fees consist of costs relating to the MFA for UK, Ireland, Switzerland, Iceland and Sweden. Each MFA is treated as having an
indefinite life. The MFAs are tested annually for impairment in accordance with IAS 36. The MFAs relating to Switzerland, Iceland and Sweden have
been disposed of in the prior period. The assumptions underlying the tests on the UK & Ireland MFAs are not disclosed as the carrying value is not
material.
Standard Franchise Agreements
The SFAs were recognised at fair value on acquisition of the UK corporate store portfolio in 2017 and 2018 and, as reacquired assets, are being
amortised over their remaining contractual life. The net book value of SFAs at 25 December 2022 is £0.6m (2021: £2.9m). The SFAs attributable to
the UK corporate stores business are tested for impairment in tandem with the goodwill and other intangible assets attributable to that business, as
described above.
The amortisation of intangible assets is included within administration expenses in the income statement.
15. PROPERTY, PLANT AND EQUIPMENT
Freehold
land and
buildings
£m
Assets under
construction
£m
Leasehold
improvements
£m
Fixtures and
fittings
£m
Supply
chain centre
equipment
£m
Store
equipment
£m
Total
£m
Cost or valuation
At 27 December 2020 58.6 9.2 0.7 5.1 48.1 6.1 127.8
Additions 2.0 0.6 1.7 0.3 4.6
Foreign exchange on translation (0.1) (0.1) (0.2)
Transfer between classes of asset 6.1 (7.8) 0.4 1.3
At 26 December 2021 64.6 3.4 0.7 6.1 51.0 6.4 132.2
Additions 9.3 0.6 1.1 0.4 11.4
Disposals (0.9) (2.9) (3.8)
Foreign exchange on translation 0.1 0.1
Transfer between classes of asset 0.4 (2.7) 2.3
At 25 December 2022 64.1 10.1 0.7 6.7 54.4 3.9 139.9
Depreciation and impairment
At 27 December 2020 10.9 0.2 2.7 19.4 3.5 36.7
Provided during the year 1.0 0.1 0.9 2.3 0.7 5.0
Foreign exchange on translation 0.1 0.1 0.2
At 26 December 2021 12.0 0.3 3.6 21.8 4.2 41.9
Provided during the year 1.0 0.1 0.9 2.5 0.5 5.0
Impairment 0.1 0.1
Disposals (0.8) (2.8) (3.6)
At 25 December 2022 12.2 0.4 4.6 24.3 1.9 43.4
Net book value at 25 December 2022 51.9 10.1 0.3 2.1 30.1 2.0 96.5
Net book value at 26 December 2021 52.6 3.4 0.4 2.5 29.2 2.2 90.3
During the current period, assets under construction of £10.1m relate to the expansion of the Naas commissary and supply chain equipment.
During the prior period, assets under construction amounting to £3.4m relate to cages and dollies, the expansion of the Naas commissary and
supply chain equipment.
14. INTANGIBLE ASSETS CONTINUED
158Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
Freehold land and buildings
Included within freehold land and buildings is an amount of £6.0m (2021: £6.0m) in respect of land which is not depreciated.
Capitalised financing costs
There were no borrowing costs capitalised during the period (2021: £nil).
16. RIGHT-OF-USE ASSETS, LEASE RECEIVABLES AND LEASE LIABILITIES
Right-of-use assets
The net book value of right-of-use assets as at 25 December 2022 were as follows:
At 25 December
2022
£m
At 26 December
2021
£m
Property 10.1 11.8
Equipment 11.2 7.6
21.3 19.4
Additions to right-of-use assets during 2022 were £9.1m (2021: £5.9m).
Depreciation recognised on right-of-use assets was as follows:
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Property 1.0 1.1
Equipment 4.9 5.4
5.9 6.5
Lease receivables
The below table shows the maturity analysis of lease receivables on an undiscounted basis, and the impact of discounting:
Undiscounted amounts due under finance leases:
At 25 December
2022 £m
At 26 December
2021 £m
Year 1 26.8 26.3
Year 2 26.1 25.6
Year 3 25.5 24.9
Year 4 24.5 24.2
Year 5 23.4 23.2
Onwards 163.4 170.7
Total undiscounted lease receivables 289.7 294.9
Less present value discount (89.7) (93.7)
Lease receivables included in the balance sheet 200.0 201.2
Presented as:
Current 14.4 13.7
Non-current 185.6 187.5
200.0 201.2
The lease receivable has decreased from £201.2m to £200.0m. The movement is due to additions of new leases of £12.9m and interest receivable of
£12.4m, offset with receipts of £26.9m and foreign exchange gains of £0.4m. The Group applies the simplified model in accordance with IFRS 9 to
recognise lifetime expected credit losses on lease receivables. The value of the expected credit losses on lease receivables is not material, based on
the strong business model for franchisees and their underlying profitability.
159Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Financial statements
Lease liabilities
The below table shows the maturity analysis of lease liabilities on an undiscounted basis, and the impact of discounting:
Undiscounted amounts due under finance leases:
At 25 December
2022
£m
At 26 December
2021
£m
Year 1 32.6 32.3
Year 2 30.9 28.9
Year 3 29.1 27.5
Year 4 26.7 26.8
Year 5 25.2 25.0
Onwards 173.7 181.8
Total undiscounted lease liabilities 318.2 322.3
Less present value discount (94.8) (99.7)
Lease liabilities included in the balance sheet 223.4 222.6
Presented as:
Current 20.0 19.3
Non-current 203.4 203.3
223.4 222.6
The lease liability has increased from £222.6m to £223.4m due to additions of £19.6m and interest charges of £13.7m, offset with repayments of
£33.0m and foreign exchange losses of £0.5m. The overall net lease liability has increased from £21.4m to £23.4m, as the level of repayments of
lease liabilities and receipts on lease receivables for our back-to-back property leases has remained consistent, and lease payments on our
properties and equipment leases were offset with additions and interest charges.
Amounts recognised in the income statement
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Interest received on lease receivables 12.4 12.6
Interest paid on lease liabilities (13.7) (13.9)
Income relating to short-term leases 0.7 0.5
Expenses relating to short-term leases – property (0.5) (0.3)
Expenses relating to short-term leases – equipment (3.0) (3.3)
16. RIGHT-OF-USE ASSETS, LEASE RECEIVABLES AND LEASE LIABILITIES CONTINUED
160Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
17. TRADE AND OTHER RECEIVABLES
Included in non-current assets:
At 25 December
2022
£m
At 26 December
2021
£m
Amounts owed by associates and joint ventures* 10.8
Loans to franchisees* 2.4 2.0
Other receivables* 1.0 1.2
3.4 14.0
* Financial assets at amortised cost.
Included in current assets:
At 25 December
2022
£m
At 26 December
2021
£m
Trade receivables* 17. 2 10.7
Amounts owed by associates and joint ventures* 11.3 1.7
Loans to franchisees* 0.7 0.5
Other receivables* 1.3 1.8
Prepayments 5.8 4.6
Accrued income 19.6 15.0
55.9 34.3
* Financial assets at amortised cost.
Included in current other receivables are balances due from franchisees for development of new stores and refurbishment of existing stores of
£1.3m (2021: £0.8m).
Amounts owed by associates includes a loan of £9.5m owed by Daytona JV Limited. Under the terms of the loan agreement, the loan accrues
interest at between 2.7% and 3.0% per annum and is payable quarterly in arrears. The loan was repayable on 18 October 2025 or when the Group
ceases to own shares in the associate. During the period, the Group exercised the put option to sell the investment (refer to note 29), as a result of
the exercise, the remainder of the loan will be repaid in H1 2023. Daytona JV Limited repaid £1.7m (2021: £5.1m) of the loan during the period.
The increase in trade debtors during the current year primarily relates to increases in sales prices of food items, together with timing of invoices to
third parties, which have been collected after the balance sheet date. The increased in accrued income is due to a timing difference in relation to
eCommerce cash receipts from our payment providers which resulted from the timing of public holidays around the balance sheet date.
Trade receivables
Trade receivables are denominated in the following currencies:
At 25 December
2022
£m
At 26 December
2021
£m
Sterling 16.0 10.0
Euro 1.2 0.7
17.2 10.7
Trade receivables are non-interest bearing and are generally on seven to 28day terms. As at 25 December 2022, there was a provision of £0.9m
against trade receivables (2021: £0.8m).
The ageing analysis of trade receivables is as follows:
Past due
Total
£m
Not past due
£m
<30 days
£m
>30 days
£m
At 25 December 2022 1 7.2 1 7.0 0.1 0.1
At 26 December 2021 10.7 10.4 0.2 0.1
161Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Financial statements
Loans to franchisees
Loans to franchisees are repayable within one to 10 years. The loans are either interest free or bear interest on a quarterly basis at an average of
3.0% above the base rate and are repaid in monthly or quarterly instalments.
Amounts owed by associates and joint ventures
At 25 December
2022
£m
At 26 December
2021
£m
Amounts owed by associates 10.9 11.8
Amounts owed by joint ventures 0.4 0.7
11.3 12.5
Included within the balance due from joint ventures and associates is a loan balance of £9.5m (2021: £10.8m) due from Daytona JV Limited, trading
balances of £1.4m (2021: £1.0m) due from Full House Restaurants Holdings Limited, £0.3m due from Domino’s Pizza West Country Limited
(2021: £0.7m) and £0.1m due from Victa DP Limited.
Under the terms of the loan agreement, the loan to Daytona JV Limited accrues interest at between 2.7% and 3.0% per annum and is payable
quarterly in arrears. The loan is repayable on 18 October 2025 or when the Group ceases to own shares in the associate.
An analysis is provided below of the movement in trading and loan balances with associates and joint ventures:
Trading balance
£m
Loan balance
£m
Total
£m
At 27 December 2020 0.6 16.8 17.4
Movement in trading balance 1.1 1.1
Movement in loan balance (6.0) (6.0)
At 26 December 2021 1.7 10.8 12.5
Movement in trading balance 0.1 0.1
Movement in loan balance (1.3) (1.3)
At 25 December 2022 1.8 9.5 11.3
The movement in the trading balance is included within the ‘increase in receivables’ in ‘cash generated from operations’ in the cash flow statement.
The movement in the loan balance is included within ‘other’ in ‘cash flows from investing activities’ in the cash flow statement, which includes
foreign exchange movements.
17. TRADE AND OTHER RECEIVABLES CONTINUED
162Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
18. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
Joint ventures
£m
Associates
£m
Balance at 27 December 2020 4.1 35.3
Underlying profit for the period 1.1 9.9
Dividends received (0.5) (2.2)
Acquisitions 6.6
Foreign exchange movement (1.6)
Balance at 26 December 2021 4.7 48.0
Underlying profit for the period 0.1 6.5
Dividends received (0.2) (2.2)
Transfer to assets held for sale (32.9)
Foreign exchange movement 1.4
Balance at 25 December 2022 4.6 20.8
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Share of post-tax profits of associates
Full House Restaurant Holdings Limited 3.1 4.9
Daytona JV Limited 2.6 5.0
Northern Ireland JV 0.8
6.5 9.9
Share of post-tax profits of joint ventures
Domino’s Pizza West Country Limited 0.1 1.1
6.6 11.0
Details of joint ventures and associates are given in note 33.
a) Investment in associates
The Group has a 49% interest in Full House Restaurant Holdings Limited (‘Full House’), a private company that manages pizza delivery stores in
theUK.
On 20 December 2021, the Group acquired a 46% interest in Victa DP Ltd (Victa) for cash consideration of £6.6m. The investment in associate was
entered into with an existing franchisee of five stores in Northern Ireland and, through the acquisition funds and additional debt funding raised by
Victa DP Ltd, an additional 17 stores were purchased. The associate holds 22 active stores in the Northern Ireland market.
The investment has been treated as an associate as the Group holds significant influence through the voting rights gained through the equity
investment, and representation on the Board. The investment is treated as an associate under IAS 28, however is referred to as the ‘Northern Ireland
Joint Venture’ or ‘NI JV’ through the report as it is considered commercially to be a joint venture.
Transfer to assets held for sale relates to the Group’s 33.3% investment in Daytona JV Limited (‘Daytona’), a UK incorporated company which owns
the MFA for Domino’s Germany. The Group’s interest was subject to a put and call option. During the year, the Group exercised the put option to sell
the investment. Refer to note 29.
163Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
A summary of financial information of the associates is set out below:
Full House Daytona Victa
At
25 December
2022
£m
At
26 December
2021
£m
At
25 December
2022
£m
At
26 December
2021
£m
At
25 December
2022
£m
At
26 December
2021
£m
Non-current assets 25.7 23.9 159.5 47.7 48.3
Current assets 15.8 11.7 23.4 2.7 3.0
Current liabilities (7.0) (8.0) (24.5) (4.4) (5.6)
Non-current liabilities (11.9) (6.9) ( 7 7.7) (29.8) (31.3)
Net assets 22.6 20.7 80.7 16.2 14.4
The Group’s share of interest in associate
undertaking’s net assets 11.1 10.2 26.9 7.5 6.6
Goodwill and transaction costs 2.3 2.3 2.0
Group’s carrying amount of the investment 13.4 12.5 28.9 7.5 6.6
Revenue 62.9 64.9 119.8 30.3
Profit for the period 6.3 9.9 14.8 1.7
Total comprehensive income for the year 6.3 9.9 14.8 1.7
Group’s share of profit for the period 3.1 4.9 2.6 5.0 0.8
Dividends received 2.2 2.2
The associates had no contingent liabilities or capital commitments at 25 December 2022 or at 26 December 2021. The associates require the
controlling partys decision to distribute its profits.
b) Investment in joint ventures
During the year, the Group held a 50% UK joint venture in Domino’s Pizza West Country Limited (‘West Country’). West Country is accounted for
asa joint venture using the equity method in the consolidated financial statements as the Group has joint control through voting rights and share
ownership as well as being party to a joint venture agreement, which ensures that strategic, financial and operational decisions relating to the joint
venture activities require the unanimous consent of the two joint venture partners.
A summary of financial information of the joint venture is set out below:
At 25 December 2022 At 26 December 2021
West Country
£m
West Country
£m
Summary of joint venture’s balance sheets
Current assets 6.3 6.2
Non-current assets 5.2 5.7
Current liabilities (1.9) (2.1)
Non-current liabilities (1.2) (1.3)
Net assets 8.4 8.5
Group’s share of interest in joint venture’s net assets 4.2 4.3
Goodwill and transaction costs 0.4 0.4
Group’s carrying amount of the investment 4.6 4.7
Within joint venture’s balance sheets:
Cash and cash equivalents 5.6 5.5
18. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES CONTINUED
164Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
52 weeks ended
25 December 2022
52 weeks ended
26 December 2021
West Country
£m
West Country
£m
Summary of joint venture’s income statement
Revenue 14.9 15.4
Profit after tax for the year 0.2 2.2
Total comprehensive income for the year 0.2 2.2
Group’s share of profit for the year 0.1 1.1
Dividends received 0.2 0.5
Profit after tax for the year includes:
Depreciation and amortisation 0.5 0.5
Income tax expense 0.1 0.6
West Country had no contingent liabilities or capital commitments as at 25 December 2022 and 26 December 2021. West Country cannot distribute
its profits without the consent from both the joint venture partners.
19. INVENTORIES
At 25 December 2022
£m
At 26 December 2021
£m
Raw materials 0.8 0.5
Finished goods and goods for sale 10.8 10.4
Total inventories at lower of cost or estimated net realisable value 11.6 10.9
Provisions against inventories were £0.9m (2021: £1.0m) and amounts were written off against cost of sales of £0.2m (2021: £1.0m).
20. CASH AND CASH EQUIVALENTS
At 25 December 2022
£m
At 26 December 2021
£m
Cash at bank and in hand 30.4 42.8
Total cash at bank and in hand 30.4 42.8
Cash and cash equivalents comprise cash in hand and on-call deposits held with banks. The fair value of cash and cash equivalents is £30.4m
(2021: £42.8m).
Cash is denominated in the following currencies:
At 25 December 2022
£m
At 26 December 2021
£m
Sterling 22.2 28.0
Euro 7.5 13.7
US Dollar 0.1
Swiss Franc 0.6 1.1
30.4 42.8
165Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Financial statements
21. TRADE AND OTHER PAYABLES
At 25 December
2022
£m
At 26 December
2021
£m
Included in current liabilities:
Trade payables* 15.2 21.3
Other taxes and social security costs 6.2 5.4
Other payables* 31.9 29.6
Accruals* 41.6 35.4
NAF and eCommerce creditor* 3.2 4.1
Deferred income 0.5 0.3
98.6 96.1
Included in non-current liabilities:
Deferred income 0.2 0.2
0.2 0.2
* Financial liabilities at amortised cost.
Terms and conditions of the above financial liabilities are:
trade payables are non-interest bearing and are normally settled on seven to 30-day terms; and
other payables are non-interest bearing and have an average term of six months. Included within accruals are amounts relating to goods received
and not yet invoiced of £9.6m (2021: £7.9m), together with trading accruals, head office cost accruals, payroll accruals and royalty accruals
throughout the Group.
NAF and eCommerce funds
The gross amounts of the NAF and eCommerce fund were as follows:
At 25 December
2022
£m
At 26 December
2021
£m
NAF surplus 26.0 22.5
eCommerce fund deficit (22.8) (18.4)
Net NAF and eCommerce creditor 3.2 4.1
The opening net NAF and eCommerce creditor on 27 December 2021 was £4.1m, which consisted of a NAF surplus of £22.5m and an eCommerce
fund deficit of £18.4m. Total contributions made to the NAF and eCommerce fund during the 52 weeks ended 25 December 2022 were £73.0m
(2021: £70.4m), with expenditure of £73.9m (2021: £71.9m). The amount recognised as revenue of £72.2m (2021: £70.3m) includes the elimination of
intercompany revenue of £1.7m (2021: £1.6m).
The NAF and eCommerce fund balance comprises the net of balances relating to the NAF, which is a fund into which the franchisees contribute for
purposes of marketing, advertising and other promotion; and an eCommerce fund into which the franchisees contribute to cover the research,
development and operating costs of the Domino’s website and mobile apps, as well as related credit card costs, such as merchant data handling
costs and chargebacks. The balance of the Funds at 25 December 2022 was a net surplus of £3.2m (2021: £4.1m) and is therefore presented within
trade and other payables.
The timing difference, being the difference between the amounts received under the contract and expenditure incurred, is held on the balance
sheet and presented in trade and other receivables or trade and other payables on a net basis across both funds. As the relevant performance
obligations are under the same contract with the customer, it is appropriate to present the contract assets or liabilities on a net basis. The key
judgements and policies related to the NAF and eCommerce income are described in note 2.
The legal form defined by the SFAs is that the two funds are separate with no right of offset if there is a deficit. Franchisees are presented with data
which shows the respective surplus or deficit of each fund separately. The Group has the right to increase the charges for either fund to recover any
deficits on a prospective basis, and for that reason there is no concern over the recoverability of amounts. The Group also has the ability to recover
any deficit through decreased spend by the fund. Surpluses or deficits naturally arise because of timing differences between cash flows of the NAF
and eCommerce expenditure and contributions received from the franchisees.
The commercial practice has been to combine the NAF and eCommerce fund and present any surplus or deficit on a net basis and this is the
principle accepted by all parties because of the broad crossover between marketing and the website in promoting the Domino’s brand.
166Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
22. FINANCIAL LIABILITIES
At 25 December
2022
£m
At 26 December
2021
£m
Current
Share buyback obligations 8.9
8.9
Non-current
Bank revolving facility 84.9 242.5
Private Placement Loan Notes 198.8
283.7 242.5
Share buyback obligation
On 9 November 2022 the Group entered into an irrevocable non-discretionary programme with Numis Securities Limited to purchase up to a
maximum of £20.0m of shares from 10 November 2022. During the period, 4,020,084 shares for consideration of £11.6m (£11.1.m paid) were
purchased. The remaining share buybacks and unpaid amounts outstanding at 25 December 2022 are recognised as a financial liability of £8.9m.
Debt facilities
At 26 December 2021, the Group had a £350m multi-currency syndicated revolving credit facility (RCF) with an original term of five years to
13 December 2022 which, following a one-year extension arranged in November 2018, was extended to 12 December 2023. The revolving credit
facility was amended and restated on 2 December 2021, to amend the GBP interest base rate from LIBOR to SONIA.
At 27 July 2022, the Group’s £350m multi-currency revolving credit facility was replaced by a £200m multi-currency revolving credit facility and
£200m of US private placement loan notes (USPP). Arrangement fees of £1.9m and £1.3m were incurred on the RCF and USPP respectively.
At 25 December 2022, the Group had a total of £400m (2021: £350.0m) of debt facilities, of which £113.4m (2021: £106.7m) was undrawn.
Private placement loan notes
The Private Placement notes mature on 27th July 2027 and arrangement fees of £1.2m directly incurred in relation to the USPP are included in the
carrying values of the facility and are being amortised over the term of the notes.
Interest charged on the US Private Placement notes is at 4.26% per annum.
Bank revolving facility
The revolving credit facility has an original term of three years to 27 July 2025 with the option of submitting two extension notices to extend the
facility twice, each by a period of 12 months. Arrangement fees of £1.7m (2021: £0.8m) directly incurred in relation to the RCF are included in the
carrying values of the facility and are being amortised over the extended term of the facility.
Interest charged on the new revolving credit facility ranges from 1.85% per annum above SONIA (or equivalent) when the Group’s leverage is less
than 1:1 up to 2.85% per annum above SONIA for leverage above 2.5:1. A further utilisation fee is charged if over one-third is utilised at 0.15%, which
rises to 0.30% of the outstanding loans if over two-thirds is drawn. In addition, a commitment fee is calculated on undrawn amounts based on 35%
of the current applicable margin.
The RCF is secured by an unlimited cross guarantee between Domino’s Pizza Group plc, DPG Holdings Limited, Domino’s Pizza UK & Ireland
Limited, DP Realty Limited, DP Pizza Limited, Sell More Pizza Limited, Sheermans SS Limited and Sheermans Limited.
An ancillary overdraft and pooling arrangement was in place with Barclays Bank Plc for £20.0m covering the Companies, Domino’s Pizza Group plc,
DPG Holdings Limited, Domino’s Pizza UK & Ireland Limited, DP Realty Limited, DP Pizza Limited, Sell More Pizza Limited, Sheermans SS Limited
and Sheermans Limited. Interest is charged for the overdraft at the same margin as applicable to the revolving credit facility above SONIA.
167Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Financial statements
23. DEFERRED CONSIDERATION RECEIVABLE
At 25 December
2022
£m
At 26 December
2021
£m
Current 0.3 3.3
0.3 3.3
On 18 December 2018, the Group disposed of its 50% holding of share capital in its joint venture, DP Shayban Limited, on which deferred
consideration was receivable of £5.7m in 2023. This was not contingent on performance conditions. Accelerated payment terms were agreed in
May 2021. The remaining £3.3m has been repaid in full.
On 30 November 2022, the Group disposed of its 100% interest in Have More Fun (London) Limited, which operated in England, of which £0.3m is
receivable from the purchaser. Refer to note 28.
24. PROVISIONS
Reversionary
share plan
provisions
£m
Dilapidations
provisions
£m
Onerous
contract
provisions
£m
Other
provisions
£m
Total
£m
At 27 December 2020 11.0 1.0 0.4 1.1 13.5
Arising during the period 2.0 1.6 3.6
Utilised during the period (0.4) (0.4)
Reclassified to other creditors (0.4) (0.4)
At 26 December 2021 13.0 1.0 2.3 16.3
Arising during the period 0.2 0.2
Utilised during the period (1.2) (1.2)
At 25 December 2022 13.0 1.0 1.3 15.3
At 25 December
2022
£m
At 26 December
2021
£m
Current 1.0 2.0
Non-current 14.3 14.3
15.3 16.3
Reversionary share plan provisions
As discussed more fully in note 2 of the consolidated financial statements, the employment tax provision relates to certain of the Group’s historical
share-based compensation arrangements with grant dates dating from 2003 to 2010. As a result of the legal advice received, a provision was
recorded in 2017 of £11.0m, comprising £2.6m employer’s NIC, and £8.4m employee’s NIC and PAYE. Within this, an estimate of interest on overdue
tax of £3.0m has been provided for.
An additional £2.0m provision was recorded in the year ended 26 December 2021 for additional potential tax liabilities following further
correspondence with HMRC around the tax treatment of options with vesting dates from 2012 through 2014, which comprised an additional £1.5m
relating to employees’ NIC and PAYE, and £0.5m employers’ NIC.
No contingent asset has been recognised in the financial statements in relation to the indemnities provided by the beneficiaries of the
arrangements. As the tax liability has not crystallised, the Group is not yet entitled to seek recovery of the amounts due under the indemnities.
Refer to note 2 for further details.
168Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
Dilapidations provisions
On acquisition of the London corporate stores, the Group acquired dilapidations provisions which were recognised at fair value. During the period,
none of these provisions were released or utilised (2021: £nil).
Onerous contract provision
The onerous contract provisions of £0.4m utilised in the prior period related to onerous contracts for IT equipment.
Other provisions
Other provisions include £0.4m (2021: £0.4m) for closure costs of Domino’s Pizza Germany Limited, £0.2m (2021: £0.2m) for legal claims arising on
the acquisition of London corporate stores, and a further £0.7m for potential liabilities relating to the disposal of subsidiaries.
25. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s financial risk management objectives consist of identifying and monitoring risks which might have an adverse impact on the value of
the Group’s financial assets and liabilities, reported profitability or cash flows.
The main risks are foreign currency risk, credit risk, liquidity risk and interest rate risk. The Board reviews and agrees policies for managing each of
these risks, which are summarised below.
The Group has various financial assets such as trade receivables and cash, which arise directly from its operations. The Group’s principal financial
liabilities comprise bank revolving facilities, US Private Placement Notes, other loans and finance leases.
The Group’s treasury policy allows it to trade in derivatives to manage interest rate, commodity and foreign exchange risk.
Foreign currency risk
The Group has investments in operations in Ireland and also buys and sells goods and services in currencies other than Sterling. The Group has also
invested in an associate in Germany and one in Ireland. As a result, the value of the Group’s non-functional currency revenues, purchases, financial
assets and liabilities, and cash flows can be affected by movements in exchange rates. The Group seeks to mitigate the effect of its currency
exposures by agreeing fixed currency contracts with franchisees and suppliers wherever possible.
The Group does not currently use derivatives to hedge balance sheet and income statement translation exposures arising on the consolidation of
overseas subsidiaries/investments.
The following table demonstrates the sensitivity to a reasonably possible change in Sterling against the Euro, with all other variables held constant.
The impact on the Group’s profit before tax is due to changes in the carrying value of currency-denominated assets in subsidiaries with a Sterling
functional currency and Sterling-denominated assets in subsidiaries with a non-Sterling functional currency.
The impact on the Group’s pre-tax equity is due to changes in carrying value of investments in joint ventures and associates. The Group’s exposure
to foreign currency changes for all other currencies is immaterial.
Change in EUR rate
Effect on profit
before tax
£m
Effect on
pre-tax equity
£m
2022 +25% (2.6) (6.6)
-25% 4.3 11.0
2021 +25% (5.3) (5.8)
-25% 8.8 9.6
Credit risk
Credit risk is the risk of financial loss if a customer or counterparty to a financial asset or liability fails to meet its contractual obligations.
The counterparties to the Groups trade and other receivables and net investment in finance leases are predominantly franchisees. Franchisees are
subject to a robust selection and verification process, and on-time payment of balances owing is a condition of the franchise agreements on which a
franchisee’s business model depends. No expected credit loss impairment has been recognised (2021 £nil) in respect of balances due from
franchisees in light of the very low historic incidence of franchisee-related credit losses.
Credit risk relating to cash and cash equivalents is controlled by limiting counterparties to those that have been Board approved and have high
credit ratings. The long-term credit rating of the Group’s cash and cash equivalents counterparties is A or higher. As such, no expected credit loss
impairment has been recognised in respect of cash and cash equivalents (2021: £nil).
Specific credit reviews of the counterparties to the other financial assets held at amortised cost, being deferred and contingent consideration and
amounts owed by associates and joint ventures, have not revealed any significant risk of credit loss (2021: £nil).
169Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Financial statements
25. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED
Credit risk is factored into the measurement approach for all financial assets held at fair value, such that their carrying value includes any expected
credit loss impairment.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its obligations as they fall due.
To manage liquidity risk, each operating area prepares short-term, medium-term and long-term cash flow forecasts which are regularly reviewed
and challenged. These forecasts are consolidated centrally to ensure the Group has sufficient liquidity to meet it liabilities when due, under both
normal and stressed conditions.
All major investment decisions are considered by the Board as part of the project appraisal and approval process.
The Group has £200m in USPP Loan Notes maturing in July 2027 and access to a 200m syndicated revolving credit facility which matures in July
2025. The Group also has access to a Sterling overdraft which was undrawn at 25 December 2022 and 26 December 2021. The tables below
summarise the maturity profile of the Group’s financial liabilities at 25 December 2022 and 26 December 2021 based on their contractual
undiscounted payments:
On demand
£m
Less than
3 months
£m
3 to 12
months
£m
1 to 5
years
£m
More than
5 years
£m
Interest
£m
Total
£m
At 25 December 2022
Fixed rate borrowings
Lease liabilities 8.3 24.3 111.9 173.7 (94.8) 223.4
Private Placement Loan Notes 198.8 198.8
Floating rate borrowings
Bank revolving facility 84.9 84.9
Non-interest bearing
Trade and other payables 0.2 88.2 3.2 0.4 92.0
Share buyback obligation 8.9 8.9
0.2 105.4 27.5 396.0 173.7 (94.8) 608.0
On demand
£m
Less than
3 months
£m
3 to 12
months
£m
1 to 5
years
£m
More than
5 years
£m
Interest
£m
Total
£m
At 26 December 2021
Fixed rate borrowings
Lease Liabilities 8.1 24.2 108.2 181.8 (99.7) 222.6
Floating rate borrowings
Bank revolving facility 242.5 242.5
Non-interest bearing
Trade and other payables 0.2 85.4 4.1 0.7 90.4
0.2 93.5 28.3 351.4 181.8 (99.7) 555.5
170Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
Interest rate risk
Interest rate risk is the risk that movement in the Sterling Overnight Index Average (SONIA) rate increases causing finance costs to increase.
The Group’s interest rate risk arises predominately from its revolving credit facility.
The sensitivity analyses below have been determined based on the exposure to interest rates at the balance sheet date. For floating rate liabilities,
the analysis is prepared assuming the amount of liability outstanding at the balance sheet date was outstanding for the whole year.
The Group undertakes sensitivity analysis prepared on a basis of constant net debt.
If interest rates had been 0.5% higher/lower and all other variables were held constant, the Group’s profit for the 52-week period ended
25 December 2022 would increase/decrease by £0.4m (2021: increase/decrease by £1.2m). This is mainly attributable to the Group’s exposure to
interest rates on its variable rate borrowings. There would be no impact on other comprehensive income. Interest rate exposure has been reduced
due to fixing the interest rate on the majority of the Group’s debt until 2027 (via US Private Placement Loan Notes).
Capital management
The primary objective of the Group’s capital management is to ensure that it retains a strong credit rating and healthy capital ratios to support its
business and maximise shareholder value through the effective use of cash and debt resources. The Group seeks to maintain a ratio of debt to
equity that balances risks and returns and also complies with lending covenants.
The Group manages its capital structure and adjusts it in light of changes in economic conditions. To maintain or adjust the capital structure, the
Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. During the period ended 26 December
2021, the Board announced the introduction of a new capital allocation framework. The new framework seeks to sustain the growth of our core
business through capital investment and assessing growth opportunities. It further introduced an annual allocation of surplus cash to shareholders
through a combination of dividends and other forms of returns and a targeted debt to underlying EBITDA leverage ratio of 1.5x-2.5x. No changes
were made in the objectives, policies or processes during the period ended 25 December 2022. Special resolutions were passed at the 2021 and
2022 AGMs, held on 22 April 2021 and 5 May 2022 respectively, to authorise the Company to make purchases on the London Stock Exchange of up
to 10% of its Ordinary shares.
At 25 December
2022
£m
At 26 December
2021
£m
Debt facilities 283.7 242.5
Less: cash and cash equivalents (30.4) (42.8)
Net debt 253.3 199.7
Underlying EBIT 109.8 119.9
Underlying depreciation, amortisation and impairment 20.3 16.5
Underlying EBITDA 130.1 136.4
Adjusted gearing ratio 1.95 1.46
Underlying EBITDA 130.1 136.4
Less EBITDA impact of IFRS 16 (7.1) (7.0)
Adjusted underlying EBITDA 123.0 129.4
Adjusted gearing ratio (excluding IFRS 16) 2.06 1.54
The Group’s financing is subject to financial covenants. These covenants relate to measurement of adjusted EBITDAR against consolidated net
finance charges (interest cover) and adjusted EBITDA (leverage ratio) measured semi-annually on a trailing 12-month basis at half year and year end.
The interest cover covenant under the terms of the RCF and USPP cannot be less than 1.5:1, and the leverage ratio cannot be more than 3:1.
The Group has complied with all of these covenants.
For the assessment of leverage covenants under the Group’s financing, certain adjustments are made to the EBITDA figures used above, including
the removal of significant one-off items, gains relating to investments, share of profits of joint ventures and associates, and the inclusion of cash
dividends received from investments. In addition, debt is adjusted to remove cash balances held in entities which are not guarantors under
theagreement.
For further commentary on cash flow, net debt and gearing see the Strategic report.
171Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Financial statements
26. FINANCIAL INSTRUMENTS
Set out below is a comparison by classification of all the Group’s financial instruments in the financial statements:
Fair value
2022
£m
Amortised
cost
2022
£m
Carrying
value
2022
£m
Fair value
2021
£m
Amortised
cost
2021
£m
Carrying
value
2021
£m
Financial assets
Trade receivables 17.2 1 7.2 10.7 10.7
Other receivables 2.3 2.3 3.0 3.0
Accrued income* 19.6 19.6 15.0 15.0
Loans to franchisees 3.1 3.1 2.5 2.5
Cash and cash equivalents 30.4 30.4 42.8 42.8
Lease receivables 200.0 200.0 201.2 201.2
Deferred consideration receivable 0.3 0.3 3.3 3.3
Amounts owed by associates and joint ventures 11.3 11.3 12.5 12.5
Other financial asset 8.7 8.7
Investments 11.3 11.3 12.1 12.1
Financial liabilities
Trade payables 15.2 15.2 21.3 21.3
Other payables 31.9 31.9 29.6 29.6
Accruals 41.6 41.6 35.4 35.4
NAF and eCommerce 3.2 3.2 4.1 4.1
Bank revolving facility 84.9 242.5 242.5
Private placement loan notes 198.8 198.8
Lease liabilities 223.4 223.4 222.6 222.6
* In the current year accrued income has been included in the above analysis with the prior year balance being restated.
Prepayments, deferred income and other tax and social security payables are not financial assets or liabilities and are therefore excluded from the
above analysis.
Financial instruments measured at fair value
Other financial assets and investments are measured at fair value and have been categorised at Level 3 of the fair value hierarchy, as defined under
IFRS 13, because their fair value is determined by reference to significant unobservable inputs.
Other financial asset
At
25 December 2022
£m
At
26 December 2021
£m
Current asset 1.9
Non-current asset 6.8
8.7
Other financial asset related to a contingent consideration (referred to as the ‘Market Access Fee’) payable by Domino’s Pizza Enterprises Limited to
the Group for divesting of its interests in operating Domino’s Pizza stores in Germany and its exclusive access to the German market. This Market
Access Fee was payable in instalments from 2017, the payment of each instalment being contingent on the divested German business achieving
defined levels of EBITDA in the calendar years 2020 and 2021.
For the 52 weeks ended 26 December 2021, the Group recognised a Market Access Fee of £8.7m. During the current period, an amount of €10.3m
(£8.6m) was received in early settlement of the Market Access Fee with foreign exchange loss of £0.1m. There were no fair value movements during
the period.
The Market Access Fee was at Level 3 of the fair value hierarchy because determining its fair value required an estimate of future EBITDA levels of
the divested German business, which is an unobservable fair value input.
172Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
Investments
In November 2018, the Group acquired 15% of the issued share capital of Shorecal Limited, a private company registered in the Republic of Ireland
that operates 27 Domino’s franchise stores in Ireland. The Group’s shareholding in Shorecal Limited is in preference shares, acquired for an original
cost of investment of €12.2m (£11.0m). As a preference shareholder, the Group has enhanced rights to dividend distributions and enhanced rights
over Shorecal Limited’s equity value in the event of a liquidation or onward share sale. The Group also has ‘drag and tag’ rights to participate in an
onward share sale arranged by Shorecal Limited’s other shareholders.
The investment in Shorecal Limited has been designated as a fair value through profit and loss equity instrument, whereby dividends received by
the Group are recognised in profit and loss together with any fair value gains or losses. The fair value of the investment is calculated by discounting
the future shareholder returns the Group expects to receive from the investment, being proceeds from a liquidation or onward share sale and
dividends received up to that point. A probability weighted expected return method has been applied in performing this fair value calculation,
whereby multiple future outcomes for Shorecal Limited are simulated with a probability assigned to each scenario.
The investment in Shorecal Limited is at Level 3 of the fair value hierarchy because determining its fair value requires a probability weighted
estimate of future shareholder returns, which is an unobservable fair value input.
During the period, the investment fair value has increased by €1.1m (£1.0m) (2021: €2.4m (£2.1m)), and dividends of €2.6m (£2.2m) have been received
against the investment value, together with an increase due to foreign exchange movements of £0.4m, bringing the total valuation to €12.8m (£11.3m)
(2021: €14.3m, £12.1m). The fair valuation has been performed based on current and expected forecast performance of the investment on a probability
weighted expected return approach. This considers the potential future performance and potential dividend returns together with assessments of
likelihood of various exit arrangements as structured under the shareholder agreement. The decrease in the overall valuation in the period is due to the
dividends received reducing the investment value greater than the fair value increase recorded. The overall fair value has decreased based on reduced
forecast EBITDA performance in the near term and reduced expected future performance of the Company over the medium term. The key
assumptions in the model are the scenario probabilities applied, the 2023 budgeted EBITDA and the discount rate applied. The post-tax discount rate
applied is 7.96%. Sensitivity analysis has been performed to highlight the impact of movements within the key judgemental areas:
A 10% decrease in 2023 EBITDA would lead to a €1.1m (£1.0m) reduction in the valuation.
A 10% increase in 2023 EBITDA would lead to a €1.0m (£0.9m) increase in the valuation.
A 100bps increase in the discount rate would lead to a €0.9m (£0.8m) decrease in the valuation.
A 100bps decrease in the discount rate would lead to a €0.8m (£0.7m) increase in the valuation.
Financial instruments measured at amortised cost
All other financial instruments are measured at amortised cost. Trade and other receivables, trade and other payables, and share buyback
obligations have short terms to maturity. For this reason, their carrying values are considered to reasonably approximate their fair values.
The bank revolving facilities incur interest at floating rates. Given this and the Group’s strong liquidity management, their carrying values are also
considered to reasonably approximate their fair values.
The private placement loan notes incur interest at a fixed rate of 4.26% and are recorded at amortised cost of £198.8m. Based on unadjusted market
data at 25 December 2022, the fair value of the private placement loan notes was £183.8m.
Net investment in finance leases relates to equipment leased to franchisees on terms of between one and five years. The NAF and eCommerce
creditor relates to an excess of royalties received from franchisees over NAF and eCommerce services provided. The carrying value of these
balances with franchisees is considered to reasonably approximate fair value. Deferred and contingent consideration in the current year relates to
the sale of Have More Fun (London) Limited, where deferred consideration is receivable. In the prior year, deferred consideration related to the sale
of the Group’s 50% shareholding in DP Shayban Limited, which has been fully repaid in the year.
27. SHARE CAPITAL AND RESERVES
Allotted, called up and fully paid share capital of 25/48p per share
At 25 December 2022 At 26 December 2021
Number £ Number £
At 26 December 2021 and 27 December 2020 448,023,791 2,333,458 468,980,073 2,442,605
Share issues
Share buybacks (25,404,336) (132,314) (20,956,282) (109,147)
At 25 December 2022 and 26 December 2021 422,619,455 2,201,144 448,023,791 2,333,458
During the period, the Company bought back a total of 25,404,336 Ordinary shares of 25/48p each for a total of £77.5m (2021: £80.5m) including
costs of £0.5m (2021: £0.5m). The average price paid for these repurchased shares was 305.64p (2021: 381.75p). These repurchased shares were
then cancelled in the same period.
173Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
27. SHARE CAPITAL AND RESERVES CONTINUED
Nature and purpose of reserves
Share capital
Share capital comprises the nominal value of the Company’s Ordinary shares of 25/48p each.
Share premium
The share premium reserve is the premium paid on the Company’s 25/48p Ordinary shares.
Capital redemption reserve
The capital redemption reserve includes the nominal value of shares bought back by the Company.
Capital reserve – own shares
This reserve relates to shares in the Company held by an independently managed Employee Benefit Trust (‘EBT) and shares in the Company held by
the Company as ‘treasury shares.
All shares in the Company purchased by the Company as treasury shares in the prior period were done so as part of announced buyback
programmes, and were then cancelled in the same year. There were no shares held in treasury at the end of the current or prior period.
Shares in the Company held by the EBT are purchased in order to satisfy employee shares options and potential awards under employee share
incentive schemes. During the period, the EBT purchased 2,809,912 shares at a cost of £9.0m (2021: 800,000 at a cost of £2.9m) in the Company
and disposed of 1,422,852 shares in the Company (2021: 567,678). The EBT held 2,904,928 shares (2021: 1,517,868) at the end of the period, which
have a historic cost of £9.3m (2021: £4.6m). The EBT waived its entitlement to dividends in the current and prior period.
Currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of the
Groups foreign subsidiaries.
28. DISPOSALS
Corporate stores – Have More Fun (London) Limited
On 30 November 2022, the Group disposed of its 100% interest in Have More Fun (London), which operated in England, with net consideration
received from the buyers of £4.9m. The final working capital adjustment will be finalised post period, and an additional £0.3m is receivable from the
purchaser. The profit on disposal of the Group’s interest in Have More Fun (London) is analysed as follows:
£m
Cash received on disposal 5.2
Cash disposed (0.3)
Net cash received on disposal 4.9
Consideration receivable post disposal 0.3
Net assets disposed excluding cash (see below) (2.8)
Profit on disposal before professional fees 2.4
Cost associated with disposal (0.3)
Total profit on disposal 2.1
Property, plant and equipment 0.2
Intangible assets 3.1
Right-of-use assets 1.6
Inventories, trade receivables and trade and other payables (0.2)
Lease liabilities (1.5)
Deferred tax liabilities (0.4)
Net assets disposed excluding cash 2.8
174Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
Disposals of International operations in 2021
On 2 May 2021, the Group disposed of its 100% interest in PPS Foods AB, the business in Sweden, with net consideration paid to the buyers of
£2.8m. The loss on disposal of the Groups interest in Sweden was £0.4m.
On 31 May 2021, the Group disposed of its 100% interest in Pizza Pizza EHF, the business in Iceland, with net consideration received of £13.5m.
The final working capital adjustment was finalised during the period, and an additional £0.7m was paid to the purchaser. The loss on disposal of the
Group’s interest in Iceland was £7.3m.
On 31 August 2021, the Group disposed of its 100% interest in Domino’s Pizza GmbH, the business in Switzerland, with net consideration paid of
£0.5m. The final working capital adjustment was finalised during the period, and an additional £0.5m was paid to the purchaser, and £0.3m worth
of provisions are held in respect of indemnities under the agreement. The loss on disposal of the Group’s interest in Switzerland was £2.1m.
PPS Foods AB
Sweden
£m
Pizza Pizza EHF
Iceland
£m
Domino’s Pizza
GmbH
Switzerland
£m
Cash (paid)/received on disposal (2.7) 14.1 0.5
Cash disposed (0.1) (0.6) (1.0)
Net cash (paid)/received on disposal (2.8) 13.5 (0.5)
Consideration payable post disposal (0.6) (0.8)
Net liabilities/(assets) disposed excluding cash (see below) 3.3 (13.6) 1.0
Currency translation losses transferred from translation reserve (0.5) (6.1) (1.3)
Loss on disposal before professional fees (6.8) (1.6)
Non-underlying professional fees related to the disposal (0.4) (0.5) (0.5)
Total costs of disposal (0.4) (7.3) (2.1)
Property, plant and equipment 16.8 0.4
Inventories, trade and other payables (0.9) (0.6) (1.4)
Right-of-use assets 3.3 4.5
Lease liabilities (2.4) (3.4) (4.5)
Deferred tax liabilities (2.5)
Net (liabilities)/assets disposed excluding cash (3.3) 13.6 (1.0)
Currency translation losses transferred from translation reserve represent the historical gains and losses built up on retranslation of the assets and
liabilities of the foreign operation on consolidation from local currency to Pounds Sterling, which were recognised within the currency translation
reserve and presented in other comprehensive income. On disposal, these amounts are recycled from the currency translation reserve to the
income statement and presented as part of the loss on disposal.
29. ASSETS HELD FOR SALE
At
25 December 2022
£m
At
26 December 2021
£m
Assets held for sale 32.9
Assets held for sale include the Group’s 33.3% investment in Daytona JV Limited (‘Daytona’), a UK incorporated company which owns the MFA for
Domino’s Germany. The Group’s interest was subject to a put and call option.
During the year, the Group exercised the put option to sell the investment. The put option exercise price is €79.2m (c.£70m), which will be received
in cash together with the loan receivable of €10.8m (c.£9m), leading to a total cash receipt of €90.0m (c.£79m) in June 2023, dependent on foreign
exchange. This will generate a profit on disposal in the Group accounts of c.£37m.
175Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
30. SHARE-BASED PAYMENTS
The expense recognised for share-based payments in respect of employee services received during the 52 weeks ended 25 December 2022 was
£1.2m (2021: £1.7m).
2012 Long Term Incentive Plan (‘2012 LTIP’)
At the 2012 AGM, shareholders approved the adoption of LTIP rules which allow for either the grant of market value options or performance shares.
Awards are approved and granted at the discretion of the Remuneration Committee to Senior Executives and other employees. All awards are
capable of vesting within a three-year period should certain performance targets be achieved by the Group. For certain Senior Executives, awards
that vest are subject to a further two-year holding period. 534,059 shares were exercised during the period (2021: 356,744). The weighted average
share price for options exercised during 2022 was 231p (2021: 409p).
2016 Long Term Incentive Plan (‘2016 LTIP’)
At the 2016 AGM, shareholders approved the adoption of new LTIP rules which allow for either the grant of market value options or performance
shares. Awards are approved and granted at the discretion of the Remuneration Committee to Senior Executives and other employees. All awards
are capable of vesting within a three to five-year period should certain performance targets be achieved by the Group. For certain Senior
Executives, awards that vest are subject to a further two-year holding period. There were 7,585 shares exercised during the period (2021: 37,092).
2022 Long Term Incentive Plan (‘2022 LTIP’)
At the 2022 AGM, shareholders approved the adoption of LTIP rules which allow for either the grant of market value options or performance shares.
Awards are approved and granted at the discretion of the Remuneration Committee to Senior Executives and other employees. All awards are
capable of vesting within a three-year period should certain performance targets be achieved by the Group. For certain Senior Executives, awards
that vest are subject to a further two-year holding period.
Restricted Share Unit Plan (‘2021 RSU’)
During 2021, the Group established a Restricted Share Unit Plan. Employees are eligible for grants at the discretion of the Remuneration committee,
who also determine the conditions attached to the grants.
Deferred Share Bonus Plan (‘DSBP)
Under the terms of annual bonus arrangements with Senior Executives, bonus payments can be settled partially in cash and partially in shares of the
Company, with the shares element typically deferred for a two or three-year period and lapsing in certain circumstances connected with leaving the
Company. No DSBP awards were exercised in the period.
All of the Company’s DSBP, 2012 LTIP and 2016 LTIP awards are accounted for as equity settled. A small number of the LTIP and all of the DSBP
awards include entitlement to the equivalent dividends that would have been paid on vested shares in the period between grant date and the
dividend equivalent end date. These dividend entitlements, referred to as dividend equivalent awards, can be equity settled or cash settled at the
discretion of the Remuneration Committee. Equity settled accounting treatment was elected at the point of granting all dividend equivalent awards.
Where dividend equivalent awards are subsequently settled in cash, the settling cash payment is accounted for as a repurchase of an equity
interest.
Further information on the DSBP, the 2012 LTIP the 2016 LTIP and the 2022 LTIP awards is given in the Executive Director policy table on pages 103
to 109 of the Directors’ remuneration report. There were no cash payments (2021: £20k) made during the 52 weeks ended 25 December 2022
settling dividend equivalent awards, recorded as a repurchase of equity as shown in the statement of changes in equity.
Company Share Option Plan (‘CSOP’)
In May 2009, the Group established a CSOP, with approved and unapproved sections. Employees are eligible for grants at the discretion of the
Remuneration Committee. All awards are capable of vesting within a three-year period should certain performance targets be achieved and are
equity settled. The options lapse after 10 years or in certain other circumstances connected with leaving the Company. The weighted average share
price for options exercised during the period was 384p (2021: 395p).
Sharesave Scheme
During 2009, the Group introduced a Sharesave scheme giving employees the option to acquire shares in the Company at a 20% discount.
Employees have the option to save an amount per month up to a maximum of £500 and, at the end of three years, they have the option to purchase
shares in the Company or to take their savings in cash. The contractual life of the scheme is three years. The weighted average share price for
options exercised during the period was 317p (2021: 372p).
176Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
Estimating fair value
The fair value of awards granted is estimated at the date of grant using Stochastic and Black-Scholes models, taking into account the terms and
conditions upon which they were granted. Total Shareholder Return (‘TSR’) is generated for the Company and the comparator group at the end of
the three-year performance period. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the
options is indicative of future trends, which may not necessarily be the actual outcome. The following table summarises the inputs used in the fair
value models for grants made in the period ended 25 December 2022, together with the fair values calculated by those models:
52 weeks ended
25 December 2022
52 weeks ended
26 December 2021
Weighted average fair value 195.94p 274.25p
Weighted average share price at grant 265.58p 395.87p
Weighted average exercise price 64.71p 73.93p
Weighted average expected term 3 years 3 years
Expected dividend yield 2.81% 2.91%
Risk-free rates 3.35% 0.24%
Expected volatility 31.60% 29.85%
Share options and awards outstanding
As at 25 December 2022, the following share options and awards were outstanding:
Scheme Exercise price
Outstanding at
26 December
2021
Number
Granted
during
the period
Number
Exercised
during
the period
Number
Forfeited
during
the period
Number
Outstanding at
25 December
2022
Number
Weighted
average
remaining life
Years
Exercisable at
25 December
2022
Number
2012 LTIP 3,515,707 39,482 (534,059) (1,615,313) 1,405,817 1.18 288
2016 LTIP 76,238 (7,585) 68,653
2022 LTIP 2,063,047 (28,679) 2,034,368 2.61
2021 RSU 83,236 83,236 1.23
DSBP 75,124 58,146 (114,047) 19,223 1.24
CSOP (Unapproved) 143.87p 12,570 (12,570)
CSOP (Approved) 143.87p 7,845 ( 7,845)
Sharesave Scheme 193p to 305p 1,556,132 604,228 (819,699) (281,393) 1,059,268 1.70 29,041
5,243,616 2,848,139 (1,381,758) (2,039,432) 4,670,565 29,329
Weighted average exercise price 69.35p 64.71p 117.33p 38,69p 65.71p
As at 26 December 2021, the following share options and awards were outstanding:
Scheme Exercise price
Outstanding at
27 December
2020
Number
Granted
during
the period
Number
Exercised
during
the period
Number
Forfeited
during
the period
Number
Outstanding at
26 December
2021
Number
Weighted
average
remaining life
Years
Exercisable at
26 December
2021
Number
2012 LTIP 3,850,414 1,097,519 (356,744) (1,075,482) 3,515,707 1.69 539
2016 LTIP 113,330 (37,092) 76,238 7,585
DSBP 92,377 (17,253) 75,124 1.00
CSOP (Unapproved) 143.87p 26,958 (14,388) 12,570 12,570
CSOP (Approved) 143.87p 23,577 (15,732) 7,845 7,845
Sharesave Scheme 193p to 292p 1,584,670 346,343 (146,387) (228,494) 1,556,132 1.15
5,598,949 1,536,239 (570,343) (1,321,229) 5,243,616 28,539
Weighted average exercise price 59.53p 65.83p 73.93p 43.07p 69,35p 102.92p
177Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
31. ADDITIONAL CASH FLOW INFORMATION
Other cash flows from investing activities
Notes
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Cash flows from investing activities
Dividends received from investments 26 2.2 1.6
Dividends received from associates and joint ventures 18 2.9 2.2
Decrease in loans to associates and joint ventures 17 1.7 4.9
6.8 8.7
Reconciliation of financing activities
At
26 December 2021
£m
Cash flow
£m
Exchange
differences
£m
Non-cash
movements
£m
At
25 December 2022
£m
Debt facilities (242.5) (39.3) (0.8) (1.1) (283.7)
Lease liabilities (222.6) 33.0 (0.5) (33.3) (223.4)
(465.1) (6.3) (1.3) (34.4) (507.1 )
At
27 December 2020
£m
Disposal of
international
£m
Cash flow
£m
Exchange
differences
£m
Non-cash
movements
£m
At
26 December 2021
£m
Debt facilities (243.6) (2.7) 4.5 (0.7) (242.5)
Lease liabilities (236.9) 10.3 34.1 0.9 (31.0) (222.6)
(480.5) 10.3 31.4 5.4 (31.7) (465.1)
The non-cash movements in lease liabilities primarily relate to additions and interest charges as set out in Note 16.
Share purchases in cash flows from financing activities
Notes
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Purchase of own shares – share buyback 27 ( 7 7.5) (80.5)
Purchase of own shares – employee benefit trust 27 (9.0) (2.9)
(86.5) (83.4)
Reconciliation to free cash flow
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Cash generated from operating activities 85.1 113.9
Net interest paid (4.8) (4.0)
Receipts on lease receivables 26.7 25.7
Repayment of lease liabilities (33.0) (34.1)
Dividends 5.1 3.8
Other (0.1) (0.7)
79.0 104.6
32. CAPITAL COMMITMENTS
At 25 December 2022, amounts contracted for but not provided for in the financial statements for the acquisition of property, plant and equipment
amounted to £0.4m (2021: £1.3m) and for intangible assets amount to £1.6m (2021: £2.0) for the Group.
178Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
33. RELATED PARTY TRANSACTIONS
The financial statements include the financial statements of Domino’s Pizza Group plc and the subsidiary and associated undertakings listed below.
Name of Company
Country of
incorporation
Proportion of
voting rights and
share capital Registered office
Directly held subsidiary undertakings
DP Capital Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DP Cyco Limited Cyprus 100% Ordinary Rigas, 4, Omega Court, Floor 1, Limassol, 3095, Cyprus
DP Cyco Switzerland Limited Cyprus 100% Ordinary Rigas, 4, Omega Court, Floor 1, Limassol, 3095, Cyprus
DP Group Developments Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DP Realty Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DPG Holdings Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Indirectly held subsidiary undertakings
D.P. Estates Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Domino’s Leasing Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Domino’s Pizza (Isle of Man) Limited Isle of Man 100% Ordinary First Floor, Jubilee Buildings, Victoria Street, Douglas, IM1 2SH, Isle of Man
Domino’s Pizza Germany (Holdings) Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Domino’s Pizza Germany Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DP Pizza Limited Republic of Ireland 100% Ordinary Unit 1B Toughers Business Park, Newhall, Naas Co. Kildare, Ireland
Domino’s Pizza UK & Ireland Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Sell More Pizza Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Sheermans Harrow Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Sheermans Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Sheermans SS Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
WAP Partners Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Direct associate undertakings
Daytona JV Limited England 33% Ordinary 3rd Floor, 1 Ashley Road, Altrincham, Cheshire WA14 2DT, United Kingdom
Indirectly held associate undertakings
Full House Restaurants Holdings Ltd England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United Kingdom
Victa DP Ltd England 46% Ordinary Unit 10, Evolution Wynyard Business Park, Wynyard, TS22 5TB, United Kingdom
Indirectly held subsidiaries of associate
undertakings
ABD Pizzas Limited Northern Ireland 46% Ordinary Office At Unit E6 Ronan Valley Business Park, 58/60 Ballyronan Road,
Magherafelt, Derry, BT45 6EW, Northern Ireland
Borealis DP Ltd England 46% Ordinary Unit 10, Evolution Wynyard Business Park, Wynyard, TS22 5TB, United Kingdom
Classic Crust Limited England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United Kingdom
Daytona Germany GmbH Germany 33% Ordinary Am Sandtorkai 75-77 (Eingang Haus Nr. 77) 20457 Hamburg, Germany
Domino’s Pizza Deutschland GmbH Germany 33% Ordinary Am Sandtorkai 75-77 (Eingang Haus Nr. 77) 20457 Hamburg, Germany
DP Dungannon Limited Northern Ireland 46% Ordinary Office At Unit E6 Ronan Valley Business Park, 58/60 Ballyronan Road,
Magherafelt, Derry, BT45 6EW, Northern Ireland
DPNI Limited England 46% Ordinary Unit 10, Evolution Wynyard Business Park, Wynyard, TS22 5TB, United Kingdom
Elite Pizzas Limited Northern Ireland 46% Ordinary Office At Unit E6 Ronan Valley Business Park, 58/60 Ballyronan Road,
Magherafelt, Derry, BT45 6EW, Northern Ireland
Full House Restaurants Limited England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United Kingdom
Hallo Pizza GmbH Germany 33% Ordinary Hans-Böckler-Strasse 48, 40764 Langenfeld, Germany
House Special Limited England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United Kingdom
JJE Enterprises Ltd England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United Kingdom
Sherston Limited England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United Kingdom
Shorecal Limited Republic of Ireland 15% Ordinary 4 Haddington Terrace, Dun Laoghaire, Co. Dublin, Ireland
Sunmead Limited England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United Kingdom
179Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Name of Company
Country of
incorporation
Proportion of
voting rights and
share capital Registered office
Surrey Pizzas Limited England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United Kingdom
The Woodpecker Inn Ltd England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United Kingdom
Direct Joint venture undertakings
Domino’s Pizza West Country Limited England 50% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Indirectly held subsidiaries of joint venture undertakings
DA Hall Trading Limited England 50% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DAHT Limited England 50% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
MLS Limited England 50% Ordinary Aldreth, Pearcroft Road, Stonehouse, Gloucestershire GL10 2JY, United
Kingdom
During the period, the Group entered into transactions, in the ordinary course of business, with related parties. For details of loan balances due
from associates, please refer to note 17. Transactions entered into, and trading balances outstanding with related parties, are as follows:
Related party
Sales to
related party
£m
Amounts owed
by related party
£m
Associates and joint ventures
25 December 2022 36.5 1.8
26 December 2021 30.0 1.7
Terms and conditions of transactions with related parties
Sales and purchases between related parties are made at normal market prices. Outstanding balances with entities are unsecured and interest free,
and cash settlement is expected within seven days of invoice. The Group has not provided for or benefited from any guarantees for any related
party receivables or payables.
Compensation of key management personnel (including Directors)
52 weeks ended
25 December 2022
£m
52 weeks ended
26 December 2021
£m
Short-term employee benefits 6.3 5.6
Post-employment benefits 0.2 0.2
Share-based payment 0.4 0.7
6.9 6.5
The table above includes the remuneration costs of the Executive Directors of the Company, the Directors of Domino’s Pizza UK & Ireland Limited
and other key management personnel of the Group.
180Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
181Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Note
At 25 December
2022
£m
At 26 December
2021
£m
Fixed assets
Investment in subsidiary undertakings 4 10.0 10.0
Investment in associates and joint ventures 4 3.0 23.3
13.0 33.3
Current assets
Deferred consideration receivable: falling due within one year 6 3.3
Other financial asset: falling due after one year 3 6.8
Other financial asset: falling due within one year 3 1.9
Other receivables: falling due after one year 5 876.5 988.8
Other receivables: falling due within one year 5 114.8 108.1
Cash and cash equivalents 2.9 4.3
Deferred tax asset 9 3.2 3.2
Assets held for sale 12 20.3
1,01 7.7 1,116.4
Total assets 1,030.7 1,149.7
Liabilities: amounts falling due within one year
Other payables 7 (24.6) (10.7)
Deferred tax liabilities 9 (0.4)
Provisions 10 (0.2) (0.9)
Financial liabilities – Share buyback obligations 8 (8.9)
(33.7) (12.0)
Liabilities: amounts falling due after one year
Deferred tax liabilities 9 (1.2)
Provisions 10 (13.0) (13.0)
Total liabilities (46.7) (26.2)
Net assets 984.0 1,123.5
Shareholders’ equity
Called up share capital 11 2.2 2.3
Share premium account 49.6 49.6
Capital redemption reserve 0.5 0.5
Capital reserve – own shares (9.0) (4.6)
Retained earnings 940.7 1,075.7
Total equity shareholders’ funds 984.0 1,123.5
The loss for the 52-week period ended 25 December 2022 of the Company is £3.0m (2021: £1,088.4m profit). The notes on pages 184 to 189 are an
integral part of these Company financial statements. The financial statements were approved by the Directors on 8 March 2023 and signed on their
behalf by:
Elias Diaz Sese
Director
8 March 2023
Registered number: 03853545
182Domino’s Pizza Group plc | Annual Report & Accounts 2022
COMPANY BALANCE SHEET
AT 25 DECEMBER 2022
Note
Share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Capital
reserve
– own shares
£m
Retained
Earnings
£m
Equity
shareholders’
funds
£m
At 27 December 2020 2.4 49.6 0.5 (3.4) 123.3 172.4
Profit for the period 1,088.4 1 088.4
Proceeds from share issues 0.4 0.4
Impairment of share issues 1.3 (1.3)
Share buybacks (0.1) (2.9) (80.4) (83.4)
Share options and LTIP charge 1.7 1.7
Equity dividends paid (56.0) (56.0)
At 26 December 2021 2.3 49.6 0.5 (4.6) 1,075.7 1,123.5
Profit for the period (3.0) (3.0)
Proceeds from share issues 1.6 1.6
Impairment of share issues 3.0 (3.0)
Share buybacks 11 (0.1) (9.0) (7 7.5) (86.6)
Share buyback obligation (8.9) (8.9)
Share options and LTIP charge 13 1.2 1.2
Equity dividends paid 14 (43.8) (43.8)
At 25 December 2022 2.2 49.6 0.5 (9.0) 940.7 984.0
183Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Financial statements
COMPANY STATEMENT OF CHANGES IN EQUITY
52 WEEKS ENDED 25 DECEMBER 2022
1. ACCOUNTING POLICIES
General information
Domino’s Pizza Group plc (‘the Company’) is a limited company
incorporated and domiciled in the United Kingdom. The address of its
registered office and principal place of business is disclosed in the
Directors’ report.
The Company’s financial statements are presented in Pounds Sterling
(£), which is also the Companys functional currency.
The Company’s financial statements are individual entity financial
statements.
As permitted by section 408 of the Companies Act 2006, the income
statement and the statement of comprehensive income of the Parent
Company have not been separately presented in these financial
statements.
Basis of preparation
These financial statements were prepared in accordance with FRS 101
Reduced Disclosure Framework and the Companies Act 2006.
The financial statements are prepared on a going concern basis under
the historical cost convention except for certain financial assets and
liabilities measured at fair value. The only asset recognised at fair value
is the other financial asset which is disclosed in note 3. Refer to note 2
of the Group financial statements for disclosures related to going
concern assessment.
The accounting policies which follow set out those policies which apply
in preparing the financial statements for the 52 weeks ended
25 December 2022 and have been applied consistently to all years
presented.
The Company has taken advantage of the following disclosure
exemptions under FRS 101 in respect of:
a) the requirements of IFRS 2: Share Based Payments;
b) the requirements of IFRS 7: Financial Instruments: Disclosures;
c) the requirements of IFRS 13: Fair Value Measurement;
d) the requirement IAS 1: Presentation of Financial Statements to
present certain comparative information and objectives, policies and
processes for managing capital;
e) the requirements of IAS 7: Statement of Cash Flows;
f) the requirements of IAS 8: Accounting Policies, Changes in
Accounting Estimates and Errors to disclose IFRSs issued but not
effective;
g) the requirements of IAS 24: Related Party Disclosures to present key
management personnel compensation and intra-group transactions
including wholly owned subsidiaries; and
h) the requirements in IAS 24: Related Party Disclosures to disclose
related party transactions entered into between two or more
members of a group, provided that any subsidiary which is a party
tothe transaction is wholly owned by such a member.
The basis for all of the above exemptions is because equivalent
disclosures are included in the consolidated financial statements of the
Group in which the entity is consolidated.
Judgements
Refer to note 2 of the Group financial statements for significant
judgements related to the reversionary share plan.
Investments
Investments held in subsidiaries are stated at cost less provision
forimpairment.
The Company assesses these investments for impairment wherever
events or changes in circumstances indicate that the carrying value of
an investment may not be recoverable. If any such indication of
impairment exists, the Company makes an estimate of the recoverable
amount. If the recoverable amount is less than the value of the
investment, the investment is considered to be impaired and is written
down to its recoverable amount. An impairment loss is recognised
immediately in the income statement.
Interests in associates and joint ventures
Investments in associates and joint ventures are stated at cost less
provision for impairment.
Capital reserve – own shares
Treasury shares held by the Employee Benefit Trust are classified in
capital and reserves as ‘Capital reserve – own shares’ and recognised
atcost. No gain or loss is recognised on the purchase or sale of
suchshares.
Share-based payment transactions
Directors of the Company receive an element of remuneration in the
form of share-based payment transactions, whereby employees render
services as consideration for equity instruments.
The awards vest when certain performance and/or service conditions
are met; see the Directors’ remuneration report for the individual
vesting conditions for the various schemes.
The cost of equity-settled transactions with employees is measured by
reference to the fair value at the date at which they are granted and is
recognised as an expense over the vesting period, which ends on the
date on which the relevant employees become fully entitled to the
award. Fair value is determined by an external value using an
appropriate pricing model. In valuing equity-settled transactions, no
account is taken of any vesting conditions, other than conditions linked
to the price of the shares of the Company (market conditions).
No expense is recognised for awards that do not ultimately vest, except
for awards where vesting is conditional upon a market condition, which
are treated as vesting irrespective of whether the market condition is
satisfied, provided that all other performance conditions are satisfied.
184Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE COMPANY FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022
At each balance sheet date before vesting, the cumulative expense is
calculated, representing the extent to which the vesting period has
expired, management’s best estimate of the achievement or otherwise
of non-market conditions and the number of equity instruments that
will ultimately vest or, in the case of an instrument subject to a market
condition, be treated as vesting as described above. The movement in
the cumulative expense since the previous balance sheet date is
recognised in the income statement, with a corresponding entry
intoequity.
Where the terms of an equity-settled award are modified or a new
award is designated as replacing a cancelled or settled award, the cost
based on the original award terms continues to be recognised over the
original vesting period. In addition, an expense is recognised over the
remainder of the new vesting period for the incremental fair value of
any modification, based on the difference between the fair value of the
original award and the fair value of the modified award, both as
measured on the date of the modification. No reduction is recognised
ifthis difference is negative.
Where an equity-settled award is cancelled, it is treated as if it had
vested on the date of cancellation, and any cost not yet recognised
inthe income statement for the award is expensed immediately.
Any compensation paid up to the fair value of the award at the
cancellation or settlement date is deducted from equity, with any excess
over fair value being treated as an expense in the income statement.
The Company recharges the cost of equity-settled transactions to the
respective employing entity, with a corresponding increase in equity
and investment in subsidiary undertakings booked with Domino’s Pizza
Group plc.
Other financial assets
The Market Access Fee is classified as a non-current other financial
asset and is measured at fair value. Changes in fair value are recognised
in the income statement.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at
bank and on hand and short-term deposits with a maturity of three
months or less, which are subject to an insignificant risk of changes
invalue.
For the purpose of the consolidated statement of cash flows, cash and
cash equivalents consist of cash as defined above.
Provisions for liabilities
A provision is recognised where the Company has a legal or
constructive obligation as a result of a past event and it is probable that
an outflow of economic benefits will be required to settle the obligation.
Reversionary share plan
Certain of the Group’s historical share-based compensation
arrangements dating from 2003-2010 involve a degree of estimation
and judgement in respect of their employment tax treatment.
HMRC issued protective assessments in respect of potential
employment tax relating to these historical schemes and, as a result of
further advice received in January 2018, a provision was been recorded.
For details see note 2 of the Group financial statements.
Interest bearing loans and borrowings
Obligations for loans and borrowings are recognised when the
Company becomes party to the related contracts and are measured
initially at fair value less directly attributable transaction costs.
After initial recognition, interest bearing loans and borrowings are
subsequently measured at amortised cost using the effective interest
method. Gains and losses arising on the repurchase, settlement or
otherwise cancellation of liabilities are recognised respectively in
finance revenue and finance cost.
2. PROFIT ATTRIBUTABLE TO MEMBERS OF
THEPARENT COMPANY
The loss for the 52-week period ended 25 December 2022 of the
Company is £3.0m (2021: £1,088.4m profit).
In 2021, the Company received a dividend of £1.1bn from DPG Holdings
Limited. The dividend was received following a capital reduction
performed in DPG Holdings. The amount received has been held as an
amount due from Group undertakings, and repayments over this
amount have been received during the year. The amount considered
recoverable in one year at 25 December 2022 is £86.0m, which is
redeemable on demand or before 3 April 2023, and the remaining
£874.6m remains due after more than one year.
Dominic Paul, Elias Diaz Sese and Edward Jamieson (appointed on
17 October 2022) are the only Executive Directors employed by the
Company. They are the only employees of the Company.
The total amount of remuneration paid to the Directors for the 52-week
period ended 25 December 2022 was £1.8m (2021: £1.9m). £0.8m of
this was attributed to the highest paid Director (2021: £1.4m).
Pension contributions were also paid to three directors (2021: two),
which totalled £0.1m (2021: £0.1m). One director exercised share
options during the year (2021: none). No directors received vested
shares under share schemes (2021: none). Social security costs for the
Directors were £0.1m (2021: £0.3m).
Information regarding Directors’ remuneration is included in the
Directors’ remuneration report on pages 88 to 114.
For details of audit fees, see note 6 of the Group financial statements.
185Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Financial statements
3. OTHER FINANCIAL ASSETS
At 25 December
2022
£m
At 26 December
2021
£m
Current asset 1.9
Non-current asset 6.8
8.7
Other financial asset relates to a contingent consideration (referred to as the ‘Market Access Fee’) payable by Domino’s Pizza Enterprises Limited to
the Group for divesting of its interests in operating Domino’s Pizza stores in Germany and its exclusive access to the German market. This market
Access Fee was payable in instalments from 2017, the payment of each instalment being contingent on the divested German business achieving
defined levels of EBITDA in the calendar years 2020 and 2021.
For the 52 weeks ended 26 December 2021, the Group recognised a Market Access Fee of £8.7m. During the current period, an amount of €10.3m
(£8.6m) was received in early settlement of the Market Access Fee with a foreign exchange loss of £0.1m. There were no fair value movements
during the period.
The Market Access Fee was at Level 3 of the fair value hierarchy because determining its fair value required an estimate of future EBITDA levels of
the divested German business, which is an unobservable fair value input.
4. INVESTMENTS
Subsidiary
undertakings
£m
Associates and
joint ventures
£m
Total
£m
Cost or valuation
At 27 December 2020 23.8 23.3 47.1
Disposals (13.8) (13.8)
At 26 December 2021 10.0 23.3 33.3
Transfer to assets held for sale (20.3) (20.3)
At 25 December 2022 10.0 3.0 13.0
Details of the investments in which the Company holds 20% or more of the nominal value of any class of share capital are detailed in note 33 of the
Group financial statements.
Transfer to assets held for sale relates to the Companys 33.3% investment in Daytona JV Limited, a UK incorporated company which owns the MFA
for Domino’s Germany. The Company’s interest was subject to a put and call option. During the period, the Group exercised the put option to sell
the investment. Refer to note 12.
In the prior period, the Company disposed of its investment in Pizza Pizza EHF with consideration received from the buyers of £13.5m. The final
working capital adjustment for Pizza Pizza EHF was finalised after year end and an additional amount of £0.6m was paid to the purchaser.
Further information around each disposal is set out in note 28 of the Group financial statements.
5. OTHER RECEIVABLES
Falling due after one year
At 25 December
2022
£m
At 26 December
2021
£m
Amounts owed by Group undertakings 874.6 97 7.0
Amounts owed by associates and joint ventures 0.2 11.0
Other asset 1.7 0.8
876.5 988.8
186Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE COMPANY FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
Falling due within one year
At 25 December
2022
£m
At 26 December
2021
£m
Amounts owed by Group undertakings 105.2 107.5
Amounts owed by associates and joint ventures 9.6 0.6
114.8 108.1
The group has a 33.3% investment in Daytona JV Limited, a UK incorporated company which owns the MFA for Domino’s in Germany.
Amounts owed by associates includes a loan of £9.5m owed by Daytona JV Limited. Under the terms of the loan agreement, the loan accrues
interest at between 2.7% and 3.0% per annum and is payable quarterly in arrears. The loan was repayable on 18 October 2025 or when the Group
ceases to own shares in the associate. During the period, the Group exercised the put option to sell the investment (refer to note 12), as a result of
the exercise, the remainder of the loan will be repaid in H1 2023. Daytona JV Limited repaid £1.7m (2021: £5.1m) of the loan during the period.
Amounts owed by Group undertakings are repayable on demand. This receivable is classified as non-current as the Parent has no intention to call
on repayment in the next 12 months.
The other asset of £1.7m (2021: £0.8m) relates to bank facility fees paid in the current year which will be recovered through recharging to subsidiary
companies based on usage of the facility.
6. DEFERRED CONSIDERATION
On 18 December 2018, the Group disposed of its 50% holding of share capital in its joint venture, DP Shayban Limited, on which deferred
consideration was receivable. This was not contingent on performance conditions. Accelerated payment terms were agreed in May 2021 and the
purchaser has repaid the remaining £3.3m balance during the year.
7. OTHER PAYABLES
At 25 December
2022
£m
At 26 December
2021
£m
Amounts owed to Group undertakings 24.2 10.3
Other creditors 0.3 0.2
Accruals and deferred income 0.1 0.2
24.6 10.7
8. FINANCIAL LIABILITIES
Share buyback obligation
On 9 November 2022, the Group entered into an irrevocable non-discretionary programme with Numis Securities Limited to purchase up to a
maximum of £20.0m of shares from 10 November 2022. During the period 4,020,084 shares for consideration of £11.6m (£11.1.m paid) were
purchased. The remaining share buybacks and unpaid amounts outstanding at 25 December 2022 are recognised as a financial liability of £8.9m.
Debt facilities
At 26 December 2021, the Group had a £350m multi-currency syndicated revolving credit facility (RCF) with an original term of five years to
13 December 2022 which, following a one-year extension arranged in November 2018, was extended to 12 December 2023. The revolving credit
facility was amended and restated on 2 December 2021, to amend the GBP interest base rate from LIBOR to SONIA.
At 27 July 2022, the Group’s £350m multi-currency revolving credit facility was replaced by a £200m multi-currency revolving credit facility and
£200m of US private placement loan notes (USPP). Arrangement fees of £1.9m and £1.3m were incurred on the RCF and USPP respectively.
At 25 December 2022, the Group had a total of £400m (2021: £350m) of debt facilities, of which £113.4m (2021: £106.7m) was undrawn.
Private placement loan notes
The US Private Placement notes mature on 27 July 2027 and arrangement fees of £1.2m directly incurred in relation to the USPP are included in the
carrying values of the facility and are being amortised over the term of the notes.
Interest charged on the US Private Placement notes is at 4.26% per annum.
187Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Bank revolving facility
The revolving credit facility has an original term of three years to 27 July 2025 with the option of submitting two extension notices to extend the
facility twice, each by a period of 12 months. Arrangement fees of £1.7m (2021: £0.8m) directly incurred in relation to the RCF are included in the
carrying values of the facility and are being amortised over the extended term of the facility.
Interest charged on the new revolving credit facility ranges from 1.85% per annum above SONIA (or equivalent) when the Group’s leverage is less
than 1:1 up to 2.85% per annum above SONIA for leverage above 2.5:1. A further utilisation fee is charged if over one-third is utilised at 0.15%, which
rises to 0.30% of the outstanding loans if over two-thirds is drawn. In addition, a commitment fee is calculated on undrawn amounts based on 35%
of the current applicable margin.
The RCF is secured by an unlimited cross guarantee between Domino’s Pizza Group plc, DPG Holdings Limited, Domino’s Pizza UK & Ireland
Limited, DP Realty Limited, DP Pizza Limited, Sell More Pizza Limited, Sheermans SS Limited and Sheermans Limited.
9. DEFERRED TAX (LIABILITY)/ASSET
At 25 December
2022
£m
At 26 December
2021
£m
Deferred tax asset 3.2 3.2
Deferred tax liability (1.6)
3.2 1.6
The deferred tax asset of £3.2m (2021: £3.2m) relates to the reversionary share plan referred to in note 2 of the Group financial statements.
The deferred tax liability of £nil (2021: £1.6m) related to the deferred tax on the Market Access Fee.
10. PROVISIONS
Reversionary share
plan provisions
£m
Other
£m
Total
£m
At 26 December 2021 13.0 0.9 13.9
Utilised (0.7) (0.7)
At 25 December 2022 13.0 0.2 13.2
Reversionary share plan provisions
As discussed more fully in note 2 of the Group financial statements, the employment tax provision relates to certain of the Group’s historical
share-based compensation arrangements with grant dates dating from 2003 to 2010. As a result of the legal advice received, a provision was
recorded in 2017 of £11.0m, comprising £2.6m employer’s NIC, and £8.4m employee’s NIC and PAYE. Within this an estimate of interest on overdue
tax of £3.0m has been provided for.
An additional £2.0m provision was recorded in the year ended 25 December 2021 for additional potential tax liabilities following further
correspondence with HMRC around the tax treatment of options with vesting dates from 2012 through 2014, which comprised of £1.5m relating to
employees’ NIC and PAYE and £0.5m employers’ NIC.
No contingent asset has been recognised in the financial statements in relation to the indemnities provided by the beneficiaries of the
arrangements. As the tax liability has not crystallised, the Group is not yet entitled to seek recovery of the amounts due under the indemnities.
The judgements around the provision is discussed more fully in note 2 of the Group financial statements.
8. FINANCIAL LIABILITIES CONTINUED
188Domino’s Pizza Group plc | Annual Report & Accounts 2022
NOTES TO THE COMPANY FINANCIAL STATEMENTS
52 WEEKS ENDED 25 DECEMBER 2022 CONTINUED
11. AUTHORISED AND ISSUED SHARE CAPITAL
Allotted, called up and fully paid share capital of 25/48p per share
At 25 December 2022 At 26 December 2021
Number £ Number £
At 26 December 2021 and 27 December 2020 448,023,791 2,333,458 468,980,073 2,442,605
Share buybacks (25,404,336) (132,314) (20,956,282) (109,147)
At 25 December 2022 and 26 December 2021 422,619,455 2,201,144 448,023,791 2,333,458
During the period, the Company bought back a total of 25,404,336 Ordinary shares of 25/48p each for a total of £77.5m including costs of £0.5m.
The average price paid for these repurchased shares was 305.64p. These repurchased shares were then cancelled in the same period.
12. ASSETS HELD FOR SALE
At 25 December
2022
£m
At 26 December
2021
£m
Assets held for sale 20.3
20.3
Assets held for sale include the Group’s 33.3% investment in Daytona JV Limited (‘Daytona’), a UK incorporated company which owns the MFA for
Domino’s Germany. The Group’s interest was subject to a put and call option. The put option exercise price is €79.2m (c.£70m), which will be
received in cash together with the loan receivable of €10.8m (c.£9m), leading to a total cash receipt of €90.0m (c.£79m) in June 2023, dependent
on foreign exchange. This will generate a profit on disposal in the Company financial statements of c.£50m.
13. SHARE-BASED PAYMENTS
The total charge recognised for share-based payments in respect of employee services received during the 52 weeks ended 25 December 2022
was £1.2m (2021: £1.7m). This arises solely on equity-settled share-based payment transactions. Of this total, a charge of £0.1m (2021: £0.3m) relates
to employees of the Company and a charge of £1.1m (2021: £1.4m) relates to share options granted to employees of subsidiaries. For full disclosures
relating to the total charge for the period including grants to both employees of the Company and its subsidiaries, please refer to note30 of the
Group financial statements.
14. RECONCILIATION OF SHAREHOLDERS’ FUNDS AND MOVEMENTS ON RESERVES
2022
On 10 May 2022, a final 2021 dividend of £30.0m was paid to shareholders.
On 21 September 2022, an interim 2021 dividend of £13.8m was paid to shareholders.
2021
On 4 May 2021, a final 2020 dividend of £42.3m was paid to shareholders.
On 24 September 2021, an interim 2021 dividend of £13.7m was paid to shareholders.
Capital reserve – own shares
This reserve relates to shares in the Company held by an independently managed EBT and shares in the Company held by the Company as
treasuryshares.
All shares in the Company purchased by the Company as treasury shares in the current and prior period were done so as part of announced
buyback programmes, and were then cancelled in the same year. There were no shares held in treasury at the end of the current or prior period.
Shares in the Company held by the EBT are purchased in order to satisfy employee shares options and potential awards under employee share
incentive schemes. During the period, the EBT purchased 2,809,912 shares at a cost of £9.0m (2021: 800,000 at a cost of £2.9m) in the Company
and disposed of 1,422,852 shares in the Company (2021: 567,681). The EBT held 2,904,928 shares (2021: 1,517,868) at the end of the period, which
have a historic cost of £9.3m (2021: £4.6m). The EBT waived its entitlement to dividends in the current and prior period.
15. CONTINGENT LIABILITIES
Pursuant to the relevant regulation of the European Communities (Companies: Group Accounts) Regulations 1992, the Company has guaranteed
the liabilities of the Irish subsidiary, DP Pizza Limited. The liabilities of DP Pizza Limited were £3.8m at 25 December 2022.
189Domino’s Pizza Group plc | Annual Report & Accounts 2022
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Governance
Financial statements
25 December
2022
1
26 December
2021
1
27 December
2020
1
29 December
2019
1
30 December
2018
Trading weeks 52 52 52 52 52
System sales (£m) 1,456.4 1,499.1 1,348.4 1,210.9 1,155.4
Group revenue (£m) 600.3 560.8 505.1 508.3 493.4
Underlying profit before tax (£m) 98.9 113.9 101.2 98.8 100.0
Statutory profit before tax (£m) 98.9 109.7 98.9 75.1 87.1
Basic earnings per share (pence)
– Statutory 18.8 17.1 8.9 2.8 10.3
– Underlying 18.8 20.3 18.2 17.6 17.4
Diluted earnings per share (pence)
– Statutory 18.7 17.0 8.8 2.8 10.2
– Underlying 18.7 20.2 18.1 17.5 17.2
Dividends per share (pence) 10.0 9.80 9.10 9.76
2
9.50
Underlying earnings before interest, taxation, depreciation and
amortisation (£m) 130.1 136.4 125.5 117.0 112.7
Adjusted net (debt)/cash (£m) (253.3) (199.7) (171.8) (232.6) (203.3)
Adjusted gearing ratio 1.95 1.46 1.37 1.99 1.80
Stores at start of year 1,227 1,258 1,298 1,261 1,192
Stores opened 35 31 22 43 71
Stores acquired
Stores closed (1) (5) (6) (6) (2)
Stores disposed³ (57) (56)
Stores at year end 1,261 1,227 1,258 1,298 1,261
Corporate stores at year end 31 35 94 129 124
UK like-for-like sales growth (%) (4.2)% 11.2% 10.9% 3.7% 4.6%
1. Excludes discontinued operations, now refers to UK & Ireland. Store totals are presented on a Group basis including International operations.
2. The nal dividend for 2019 was suspended and not tabled at the AGM. A dividend of an equivalent amount was paid as an interim dividend in 2020, and the table
above remains consistent with that presented in the 2019 Annual Report.
3. Stores disposed of relate to the disposal of the operations in Sweden, Switzerland and Iceland in 2021 and in Norway in 2020.
190Domino’s Pizza Group plc | Annual Report & Accounts 2022
FIVE-YEAR FINANCIAL SUMMARY
ADVISERS AND PRINCIPAL SERVICE PROVIDERS
Registered office
1 Thornbury
West Ashland
Milton Keynes
MK6 4BB
01908 580000
Investor website:
investors.dominos.co.uk
Auditors
PricewaterhouseCoopers LLP
40 Clarendon Road
Watford
WD17 1JJ
Broker and corporate finance advisers
Numis Securities Limited
45 Gresham Street
London
EC2V 7BF
Goldman Sachs
Plumtree Court
25 Shoe Lane
London
EC4A 4AU
Solicitors
Slaughter and May
1 Bunhill Row
London
EC1Y 8YY
Bankers
Barclays Bank plc
3rd Floor
28 George Street
Luton
LU1 3US
Registrars
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
191Domino’s Pizza Group plc | Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
SHAREHOLDER INFORMATION
If you hold your shares direct and not through a Savings Scheme or
ISA and have queries relating to your shareholding, please contact the
registrars on 0371 384 2895
Lines are open from 8.30a.m. to 5.30p.m. Monday to Friday (excluding
UK bank holidays).
Shareholders can also access details of their holding and other
information on the registrars’ website, www.shareview.co.uk.
The registrars provide an online share dealing service for those who
are not seeking advice on buying or selling, available at
www.selftrade.co.uk.
The registrars also offer a range of other dealing and investment
services, which are explained on their website, www.shareview.co.uk
Handle with care…
Shareholders tell us that they sometimes receive unsolicited
approaches, normally by telephone, inviting them to undertake a
transaction in shares they own.
If you do not know the source of the call, check the details against the
FCA website below and, if you have any specific information, report it
to the FCA using the Consumer Helpline or the Online Reporting
Form.
If you have any concerns whatsoever, do not take any action and do
not part with any money without being certain that:
you fully understand the transaction;
you know who you are dealing with and that they are registered
with and authorised by the FCA; and
you have consulted a financial adviser if you have any doubts.
Remember, if it sounds too good to be true, it almost certainly is.
You run the risk of losing any money you part with.
If you are worried that you may already have been a victim of fraud,
report the facts immediately using the Action Fraud Helpline.
Should you want any more information about ‘boiler room’ and other
investment-based fraud, this can be found on two websites:
Action Fraud Helpline
0300 123 2040
Action Fraud Website
www.actionfraud.police.uk
FCA Consumer Helpline
0800 111 6768
FCA ScamSmart Website
www.fca.org.uk/scamsmart
The Group’s commitment to environmental issues is reflected in this
Annual Report which has been printed on Symbol freelife satin which
is made from a FSC
®
certified and PCF (Process Chlorine Free)
material. Printed in the UK by Pureprint Group using their
environmental printing technology, and vegetable inks were used
throughout. Pureprint Group is a CarbonNeutral
®
Company.
Both manufacturing mill and the printer are registered to the
Environmental Management System ISO14001 and are Forest
Stewardship Council
®
(FSC) chain-of-custody certified.
Domino’s Pizza Group plc
1 Thornbury, West Ashland, Milton Keynes MK6 4BB
192Domino’s Pizza Group plc | Annual Report & Accounts 2022
Consultancy, design and production
www.luminous.co.uk
Domino’s Pizza Group plc
1 Thornbury, West Ashland,
Milton Keynes MK6 4BB
https://corporate.dominos.co.uk