Environmental, Social and Governance Committee Report

Dear Shareholder

I am pleased to present the first Environmental, Social and Governance (“ESG”) Committee report covering the work of the Committee during FY2021. This provides an overview of the Committee’s activities in the year under review and looks ahead to our anticipated activities in the coming year.

Year in Review

Corporate responsibility is central to the Company’s strategy and forms an integral part of how C&C operates. To reflect C&C’s ongoing commitment to operating a sustainable business, the Board has established a new committee, the ESG Committee. The Terms of Reference of the Committee was constituted by resolution of the Board of Directors of the Company in July 2020 to assist the Board in defining the Group’s strategy relating to ESG matters.

Following the Board’s decision to establish the Committee, a Head of ESG was appointed to lead the Company towards our vision relating to ESG targets. To support the Head of ESG, applications were sought internally for ESG Champions from each business unit who were passionate about ESG and how our business influences these areas.

Interviews were then held by the Company Secretary and Head of ESG, with the first ESG Champions appointed in September 2020, when the ESG Committee was established. The ESG Champions have attended both Committee meetings held during FY2021. Our vision is for the ESG Champions to be appointed on an 18 month term, allowing them to be involved in the setting of long term and meaningful targets and providing an opportunity to help shape the future of the business at a strategic level through ESG matters. The Committee has been delighted by the Champions’ energy, enthusiasm and, moreover, input as we continue to define the ESG strategy.

Since appointment, the Head of ESG, with the support of the Champions and in collaboration with the Board, has worked to establish the Company’s purpose, vision and values, KPIs and timelines that follow legal and regulatory requirements.

Furthermore and as part of our commitment to continual improvement, a review of material ESG factors relevant to the beverages and distribution sectors was undertaken in the year. The purpose of the review was to calibrate our existing position and ensure that any new and material issues of importance to those sectors are captured. Moreover, to provide a basis for strategy formulation, we reviewed international guidance and non-financial standards published by the UN Sustainable Development Goals (‘UN SDGs’), the Sustainability Accounting Standards Board (‘SASB’) and the World Economic Forum (‘WEF’). The results of the work were then discussed and used to form opinion, recognise best practice and provide clear direction on our ESG strategy in FY2022. ESG objectives, which relate to the six pillars of our Sustainability Framework as detailed on pages 50 to 51, are defined annually and reviewed on an ongoing basis.

A key element of our ESG strategy is to raise the voice of employees in the boardroom. The Board recognises the importance of communication and engagement with the wider workforce as a means of assessing and monitoring culture. The role and effectiveness of the Board and the culture it promotes are essential to a successfully run company. During FY2021, the engagement of the Non-Executive Directors with a range of employees from each business area has provided invaluable insight into the evolution of our culture and values, and their link to strategy, through a series of ‘Our Forum’ meetings. The meetings, hosted by the ESG Champions, allowed employees to raise, with the Non-Executive Directors and business units Managing Directors, a variety of issues that were of importance to them, including the Company’s response to the COVID-19 pandemic, and views on what the Company could improve in its response to help the business and its employees.

Our colleagues remain our most valuable asset and we are committed to creating an open and inclusive culture, which enables all of our people to thrive, and to promote diversity and inclusion to ensure we have a balanced pipeline of talent for the future. The Champions, at the request of the Nomination Committee, reviewed the Board’s policy on diversity and inclusion, which was subsequently recommended to the Board and approved during the year with the aim of continuing to encourage diversity within the Group.

In terms of corporate responsibility and community engagement, the Board is committed to treating all stakeholders in every area of operations with honesty, fairness, openness, engagement and respect, and to conducting all business ethically and safely. The Group will only work with parties that share these values. Our Code of Conduct (‘our Code’) sets out our expectations for how we do business, clarifying our commitments to ethical, social and environmental performance. Our ESG policies support our Code.

I would like to thank my colleagues for their contribution and counsel since the formation of the Committee, during what has been a challenging period for the Group.

On behalf of the Board

Jim Thompson

Chair of the ESG Committee

26 May 2021

Roles and Responsibilities of the Committee

Role of the Committee

The Committee is required to:-

  • Assist the Board in defining the Group’s strategy relating to ESG matters;
  • Review the policies, programmes, practices and initiatives of the Group relating to ESG matters ensuring they remain effective and up to date;
  • Provide oversight of the Group’s management of ESG matters and compliance with legal and regulatory requirements, including applicable rules and principles of corporate governance, and applicable industry standards;
  • Report on these matters to the Board and, where appropriate, make recommendations to the Board; and
  • Report as required to shareholders of the Company on the activities and remit of the Committee.

The Committee has defined Terms of Reference which can be found in the Investor Centre section of the Group’s website at www.candcgroupplc.com.

Membership and Attendance

The following directors served on the Committee during the year.

Member

Member Since

Number of Meetings Attended

Maximum Possible Meetings

Jim Thompson (Chair)

24 September 2020

2

2

Jill Caseberry

24 September 2020

2

2

Patrick McMahon

24 September 2020

2

2

Helen Pitcher

24 September 2020

2

2

Andrea Pozzi

24 September 2020

2

2

No member of the Committee nor any other Director participates in discussions or votes concerning his or her own re-election or evaluation of his or her own performance. Details of the skills and experience of the Directors are contained in the Directors’ biographies on pages 74 and 75. Their remuneration is set out in the Remuneration Report.

The quorum necessary for the transaction of business by the Committee is two, each of whom must be a Non-Executive Director. Only members of the Committee have the right to attend Committee meetings. The Committee Secretary is the Assistant Company Secretary.

Meeting Frequency and Main Activities during the year

The Committee met on two occasions during the year ended 28 February 2021. All members of the Committee attended each meeting. At the invitation of the Committee, the Chair, the Group CEO, the Company Secretary and General Counsel, the Head of ESG and the ESG Champions were invited to attend both meetings.

Evaluation of the Committee

During FY2020, an external evaluation was carried out of the Board, meaning that the evaluation in FY2021 was carried out internally as part of the FY2021 internal Board evaluation process. An explanation of how this process was conducted, the conclusions arising from it and the outcome of that review can be found on page 84.

This report was approved by the Board of Directors on 26 May 2021.

Jim Thompson

Chair of the ESG Committee