
9
Whitbread PLC Annual Report and Accounts 2024/25
sufficient capacity to fund our existing
capital programmes, as well as any suitably
attractive and high-returning investments,
the Board has announced plans to complete
an additional £250m share buy-back to be
completed during the current financial year.
Further details regarding the latest
share buy-back can be found in the Chief
Executive’s review on pages 10–13
The Board
As a few Board members are approaching
the prescribed maximum tenure of nine
years on the Whitbread Board, we have
been considering carefully how best to
ensure the smooth transition and transfer
ofthe considerable collective experience
ofdeparting Board members. As part of
this process, we announced in December
2024 that Chris Kennedy will be stepping
down from the Board and as Chair of the
Audit Committee at the Company’s AGM in
June 2025. Chris joined the Board in March
2016 and he has been an invaluable source
of advice and counsel to me as Chair, as
well as to the rest of the Board. We want to
thank him formally for his enormous
contribution over that time and wish
himthe very best in his future endeavours.
Whilst we are well advanced with the
recruitment of a new Audit Committee
Chair, I am pleased that Horst Baier, who
has significant and relevant experience,
hasagreed to act as interim Chair of the
Committee whilst this process completes
and to allow a reasonable period of handover.
We expect to announce at least two new
non-executive directors over the coming
year and are focused on appointing
individuals that can further enhance the
Board’s already extensive skills matrix,
whilst also considering the background and
experience of departing Board members.
We have been making good progress
towards the FCA’s target of having at least
40% of the board being female and our last
three appointments to the Board have been
female directors. We will meet this target
when Chris Kennedy steps down from the
Board in June. On the FCA’s target of
having at least one of the top positions
being held by a woman, we wish to highlight
that our previous Chief Executive was female.
As and when further positions open up on
the Board, we will continue to drive progress
in this area and will provide further updates
in future reports.
Governance
Having completed internal reviews for
thepast two years, we were required to
complete an external review of the Board’s
effectiveness during 2024/25. Whilst pleased
to be able to report that the Board remains
highly effective in all areas, we are never
complacent and continue to seek ways
thatwe can improve in order to drive better
outcomes for our stakeholders. A fundamental
part of our process includes meeting with
key shareholders so that they can raise any
concerns with me directly. They can also
discuss our business strategy and culture,
remuneration, environmental, social and
governance matters as well as financial and
operational performance. As ever, these
discussions are invaluable in helping to
ensure that we consider all aspects carefully
as we seek to drive our financial performance
whilst effectively managing our key risks.
Having conducted a thorough review of our
existing remuneration policy during the past
year, we have proposed a revised policy
that will be put to shareholders for a formal
vote at the forthcoming 2025 AGM. Whilst
the core elements of the new policy have
not changed materially, full details of the
policy are laid out in the remuneration report
on pages 122 to 129. As explained in the
introduction to the report by the Chair of
the Remuneration Committee, the Committee
has sought to establish a clear framework
of appropriate incentives based on the
achievement of stretching and measurable
targets designed to align the interests of
our management and teams with those of
our shareholders and other key stakeholders.
Share capital
During the year we simplified our share
capital by converting our outstanding B and
C Preference Shares into Ordinary Shares,
which was well received by the holders of
those shares. We also traced around 5,000
shareholders that had not cashed dividend
cheques sent out to them and so were able
to re-unite them with more than £800,000
in lost assets.
The interim dividend that we paid in
December 2024 was our first to be paid
without an option of being paid by cheque.
Whilst the majority of our shareholders
have opted to have their dividends paid
electronically, not all have yet done so.
Details of how shareholders can register
sotheir dividends can be paid directly
totheir bank account can be found in
theshareholder services section of the
Annual Report on page 240.
Annual general meeting
The AGM will take place at 2:30pm on
19June 2025 at our head office in Dunstable
and full details of the meeting are set out
inthe Notice of Meeting. For those able to
attend, my colleagues and I look forward
towelcoming you then.
In line with last year and reflecting the low
numbers of shareholders using the service
previously, we will not be providing a live
video stream of our AGM but the meeting
will be available remotely via an audio-only
webcast. Shareholders who are unable to
attend the meeting in person are welcome
to submit questions by email in advance of
the meeting to agmquestions@whitbread.com.
Any questions should be submitted by 5pm
on 18 June 2025. Votes can be submitted in
person at the meeting or in advance via a
proxy card or the online proxy voting system,
but it will not be possible to vote online
during the meeting.
Outlook
Investing for the long term is an approach
that has served us well throughout our 282-year
history – it has enabled us to continue to
prosper, even in the face of significant
macroeconomic, commercial and geopolitical
headwinds. Our Five-Year Plan will deliver a
step change in our profits, margins and returns
and is underpinned by our scale, strong balance
sheet, the quality of our customer proposition
and the power of our vertically integrated
model. We are excited about our future
prospects and look forward with confidence.
Adam Crozier
Chairman
30 April 2025
STRATEGIC REPORT