| 年报及表格20-F 2023 |
| 我们是不断增长的消费者保健市场的全球领导者： GB 1900亿 市场1 5全球类别1 9 Power Brands GB 113亿 收入一览表 我们的目标：为人类提供更好的日常健康 我们的战略：我们的战略旨在利用我们的产品组合和能力 并有四个关键支柱： 1增加 家庭渗透率 2利用 新的和新兴的 机会 3保持强劲的 执行力和 财务纪律 4运行responsible business Medium-term financial指导： 年有机收入2增长4-6% 有机运营 利润增长领先于 有机收入2增长 净债务/调整后的 EBITDA2预计在2.5倍左右。股息 至少与 调整后收益增长 全球五大类别1、3： 非处方药(OTC) 口腔健康 维生素、矿物质 和补充剂 (VMS) 止痛呼吸 健康 消化健康和其他 2023年收入的28% 2023年收入的15% 2023年收入的23% 2023年收入的15% 2023年收入的19% 1来源：Nicholas Hall(2023)和Haleon对第三方市场数据的分析。IFRS衡量标准见第43页。口腔健康市场地位指的是治疗性口腔健康，占2023年口腔健康收入的90%。 |
| Photographs Our front cover proudly features Haleon employees Charlene, Michael, Patricia, Chehrazade, Alfonso and Beatriz. Throughout our Report you will also find a selection of imagery featuring some of our brand marketing campaigns, responsible business initiatives and employees. We extend our thanks to all of those featured. What’s inside Consolidated Financial Statements Reports of independent registered public accounting firms 112 Consolidated income statement 116 Consolidated statement of comprehensive income 117 Consolidated balance sheet 118 Consolidated statement of changes in equity 119 Consolidated cash flow statement 120 Notes to the Consolidated Financial Statements 121 Other Information Directors’ Report 186 Group information 191 Shareholder information 208 Exhibits 212 Form 20-F cross-reference 214 Forward-looking statements 218 Glossary 219 Useful information 220 Strategic Report 2023 highlights 2 Chair’s statement 4 Chief Executive Officer’s review 5 Our business environment 6 Our business model 8 Our key stakeholders 10 Our strategy 12 Our market categories 13 Our culture and people 18 Our approach to sustainability 22 Our key performance indicators 32 2023 Business review 34 Use of non-IFRS measures 43 Our approach to risk 53 Viability statement 59 Statement of compliance 60 Corporate Governance Our Board of Directors 62 Our Executive Team 64 Letter from the Chair 66 Governance structure 67 Board activities 68 Audit & Risk Committee Report 72 Environmental & Social Sustainability Committee Report 77 Nominations & Governance Committee Report 78 Directors’ Remuneration Report 80 Compliance with the UK Corporate Governance Code 96 >> See page 10 Suppliers Investors Health Professionals Governments and industry regulators Employees Customers Consumers Our key stakeholders Our approach to reporting Integrated reporting In addition to our shares being listed on the London Stock Exchange (LSE), Haleon is a foreign private issuer (FPI) with American Depositary Shares (ADSs) listed on the New York Stock Exchange (NYSE). We have produced a combined Annual Report and Form 20-F to ensure consistency of information for both UK and US investors. This Report contains disclosures required to meet both regulatory regimes. The Report also includes non-IFRS measures, which we believe provide investors and other stakeholders with important additional information about the Company’s performance. Where used, they are indicated. External websites and/or reports that are referred to in this Report are not incorporated into and do not form part of this Report. >> Relevant policies are available on our website www.haleon.com/who-we-are/Governance/codes-policies-and-standards What’s inside Haleon Annual Report and Form 20-F 2023 1 |
| 2023 highlights Revenue Revenue growth Organic revenue growth1 £11.3bn 4.1% 8.0% (2022: £10.9bn) (2022: 13.8%) (2022: 9.0%) Operating profit Operating profit margin Operating profit growth £2.0bn 17.7% 9.4% (2022: £1.8bn) (2022: 16.8%) (2022: 11.4%) Adjusted operating profit1 Adjusted operating profit margin1 Organic operating profit growth1 £2.5bn 22.6% 10.8% (2022: £2.5bn) (2022: 22.8%) (2022: 5.9%) Diluted earnings per share Adjusted diluted earnings per share1 Total dividend per ordinary share2 11.3p 17.3p 6.0p (2022: 11.5p) (2022: 18.4p) (2022: 2.4p) Net cash inflow from operating activities Free cash flow1 Net debt/adjusted EBITDA1 £2.1bn £1.6bn 3.0x (2022: £2.1bn) (2022: £1.6bn) (3.6x as at 31 December 2022) 1 We use certain non-IFRS alternative performance measures to provide additional information about the Company’s performance. Non-IFRS measures may be considered in addition to, but not as a substitute for or superior to, information presented in accordance with IFRS. Non-IFRS measures are defined and reconciled to the nearest IFRS measure, see from page 43 for more details. 2 Includes the interim dividend of 1.8p paid on 5 October 2023, and the proposed final dividend of 4.2p per ordinary share. The total dividend represents a payout ratio of c.35% of adjusted earnings (2022: c.30%). For 2022, the payout ratio reflects a proportion of adjusted earnings for the period since listing. Revenue by geography North America £4.2bn 37% EMEA & LatAm £4.5bn 40% APAC £2.6bn 23% Revenue by market category Oral Health £3.1bn 28% VMS £1.6bn 15% Pain Relief £2.7bn 23% Respiratory Health £1.7bn 15% Digestive Health and Other £2.1bn 19% 2 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| Driving growth through innovation In 2023, we launched 68 new innovations, including Sensodyne Pronamel Active Shield and Sensodyne Sensitivity & Gum, which were named as the top two innovations in the US toothpaste market. New packaging innovations included Otrivin Nasal Mist, which dispenses a fine mist to bring greater comfort to consumers. 68 new innovations Evolving into an agile consumer health company During 2023, Haleon introduced a three-year productivity programme. We took proactive steps to streamline the business by optimising our processes and structures, and removing duplication across functions. This is expected to deliver annualised gross cost savings of c.£300m, largely in 2024 and 2025. c.£ annualised gross cost savings 300m Health inclusivity During 2023, in line with our purpose and responsible business goals, we leveraged our brands to empower over 41m people globally by helping to break down the barriers to health inclusivity for marginalised groups. For example, our ‘Advil Pain Equity Project’ in the US championed equitable and accessible pain relief, by highlighting pain inequity in Black communities. 41m+ people empowered Proactively managing our portfolio To reduce complexity across the business, we disposed of Lamisil for £235m and recently announced the disposal of ChapStick for $430m. This included receiving a passive minority stake in Suave Brands Company (valued at $80m at the time of the transaction), allowing Haleon to derive long-term value creation from ChapStick. We also reached a licensing agreement with Futura Medical to exclusively commercialise the first FDA approved topical erectile dysfunction treatment for OTC use in the US. £0.6bn proceeds from announced disposals Haleon Annual Report and Form 20-F 2023 3 Strategic Report 2023 highlights |
| Chair’s statement Sir Dave Lewis Chair 2023: a year of delivering everyday health with humanity 2023 marked our first full calendar year as a standalone business, during which we made good progress in establishing our position as a world-leading global consumer health company, with strong foundations to support long-term growth. While we recognise we have much more to achieve, it was good to see the business demonstrate continued momentum. We delivered meaningful progress across all elements of our strategy to drive sustainable growth and shareholder returns, giving us confidence that we are on the right course to achieve medium and long-term success. The transformation into a global consumer health company continues and the Board and I were encouraged by visits to Haleon’s regional operations. The opportunities ahead of Haleon are significant. Strong financial performance Haleon’s financial performance is driven by deep human understanding and investment in trusted science, coupled with strong execution and financial discipline. By harnessing these competitive advantages, Haleon achieved organic revenue growth of 8.0% (reported 4.1%), ahead of our medium-term guidance. Adjusted operating profit at constant currency also grew strongly at 10.4% (reported operating profit +9.4%). Consistent with the priorities set out at the time of listing, we have rapidly de-levered to 3.0x net debt/adjusted EBITDA as at 31 December 2023. Strong cash generation enabled us to accelerate debt repayment and we now expect to operate at leverage of around 2.5x over the medium-term. This underpinned our decision to announce a capital allocation of £500m for share buybacks in 2024. Dividend The Board is proposing a total dividend of 6.0p per ordinary share which represents a pay-out ratio of approximately 35% of 2023 adjusted earnings. This includes a final dividend of 4.2p per ordinary share. In line with our capital allocation priorities to invest for growth, explore acquisitions and return surplus capital to shareholders, our current intention is to grow the dividend at least inline with adjusted earnings. Importance of governance, purpose and culture One of my priorities as Chair is to ensure Haleon’s continued commitment to good corporate governance, which supports both our purpose and culture. During 2023, we actively engaged with, and responded to, UK regulatory consultations on corporate governance, reporting and disclosure reforms. Our first digitally enabled AGM was held in April 2023. We will continue to embrace technology to maximise participation, and will broadcast this year’s AGM from Haleon’s offices in London. We also embedded the Environmental & Social Sustainability Committee, which is focused on providing oversight and effective governance over Haleon’s environmental and social sustainability agenda, and the external governance and regulatory requirements relevant to these areas. This included approving a baseline year update for our virgin plastic and Scope 3 carbon reduction goals from 2020 to 2022, to align with better data availability and accuracy. Further progress was also made in ensuring that our growth correlates with our sustainability goals. For example, 70% of packaging for Haleon products is recycle-ready, so we remain on track to make all packaging recyclable or reusable by 2030. We have also taken steps to further enhance our safeguards around modern slavery and the protection of human rights, as they relate to Haleon’s operations around the world. In terms of building our culture, we continued to embed our diversity, equity and inclusion (DEI) principles across the business, with a focus on ethnicity and gender. Priorities for 2024 The Board considers the following to be our priorities for the year ahead: - Increasing agility and productivity across the business, by continuing to optimise and evolve existing processes and structures. - Driving performance quality, by focusing on the strategic pillars which underpin our business. - Creating shareholder value through effective capital allocation to maximise shareholder returns. - Continued focus on strong corporate governance and ethical behaviours. Thank you On behalf of the Board, I would like to thank the Executive Team and all Haleon employees globally for their hard work throughout the year. Their dedication has enabled the business to achieve strong financial performance, while delivering on our strategic objectives and building strong foundations for the future. While we are pleased with the progress made to date, we look forward to building on these foundations and delivering on future growth opportunities in 2024, and beyond. 4 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| 首席执行官 总裁回顾 Brian McNamara 首席执行官 建立增长记录 我对Haleon在2023年的表现感到非常高兴，尽管 经济背景充满挑战，但Haleon实现了强劲的财务业绩； 证明了我们 品类领先品牌的实力。 在这一年中，我们提升了我们的雄心 变得更有活力和敏捷， 我们的目标是提供更好的日常健康和人性。当我回顾2023年和展望2024年及以后，我对我们继续 为所有利益相关者创造价值的业务 充满信心。 我们的战略是在2023年实现 有机收入 增长8.0%(报告4.1%)， 按不变货币计算调整后营业利润增长10.4% (报告营业利润+9.4%)。重要的是，这得益于价格和销量的增长，反映了我们品牌的质量和弹性。Haleon继续推动消费者偏好，我们58%的品牌保持或增长了市场份额 。我们还保持了有吸引力的 财务状况，提供了16亿GB的自由现金流，使我们能够以比预期更快的速度将杠杆率降至2023年12月31日的3.0倍。 针对 战略支柱的强劲交付 我们的四大战略支柱支撑着我们的 增长雄心。去年的亮点包括： -家庭渗透率增加，我们许多类别领先品牌的市场份额 都有所增加。 Sensodyne表现良好，因为更多的 消费者寻求该品牌敏感牙膏的治疗 好处。例如，Sensodyne Sensitive&Gum和Sensodyne Pronamel Active Shield被评为美国牙膏市场上排名前两位的创新产品。Panadol也 表现良好，这得益于 解决了偏头痛和身体疼痛等专家需求 。 -利用新的和正在出现的机会，通过创新和 在更多市场向更多消费者提供我们的品牌 ，并增加渠道 渗透率。例如，我们通过进入瑞典、中东和非洲的新市场扩大了Centrum的全球足迹。我们的电子商务销售额也增长了 ，同比增长17%，占全球总销售额的10%。 -保持强大的执行力和财务纪律，2023年运营 利润增长领先于收入增长 ，以不变货币实现利润率 增长， 运营杠杆积极。 -经营负责任的业务， 业务在道德标准方面取得良好进展， 环境和健康包容性 目标。在2023年期间，我们让超过4100万人获得了更多改善日常健康的机会。 我们提前两年实现了生产10亿 可回收牙膏管的目标，并获得了道琼斯欧洲2023可持续发展指数的认可。 我们还推进了我们的多元化、 公平和包容(DEI)的雄心。 包括推出我们多样化的 人才计划。 建立更灵活和更具活力的业务 我们专注于确保Haleon 处于最佳地位，以实现长期稳定的 优异表现。作为一家 独立公司，我们有一个独特的 机会来重新评估 业务的运营方式，确保我们尽可能有效和高效地交付 。 我们的三年生产力计划 正在进行中，提供效率和 更大的灵活性，同时支持持续的 投资。该计划预计将在2024年和2025年实现c.GB 3亿英镑的年度总成本节约，主要是在2024年和2025年，其中约三分之一的收益预计在2024年，其余的收益在2025年。 我们还继续积极管理我们的 投资组合，探索 撤资和补充性收购的机会，以提供战略和商业利益。 最近的例子包括2023年10月完成的Lamisil出售和2024年1月宣布的ChapStick的出售 。这些撤资 使我们能够降低复杂性并 专注于更高增长的品牌，同时提供资本配置的选择， 与2024年用于股票回购的5亿GB 分配一致，宣布了 全年业绩。 在这一年中，我们继续 建立我们的高管团队，以确保 能力和经验的正确组合，以推动Haleon未来的增长和成功。 Namrata Patel被任命为首席供应链官 ，与首席企业事务官 Ed Petter和战略主管Björn Timelin一起。每一家都带来了强大的领导力 资历和全球面向消费者的公司的经验。 有信心实现增长雄心 我对我们的 业务和品牌组合的实力充满信心， 继续致力于我们的中期 增长目标。在2024年期间，我们预计 将实现4%-6%的有机收入增长，并领先于收入增长 实现有机利润增长。随着我们 专注于持续强劲的现金产生和有效的资本配置，我们希望为我们的股东创造价值和 诱人的回报。 谢谢您 我要感谢所有Haleon员工 在 重大转型期间做出的巨大贡献。 我为能与这样一个才华横溢、敬业的全球团队合作感到无比自豪。 代表高管团队，我也要 感谢董事会持续的支持和指导。 Haleon年度报告和Form 20-F 2023 5战略报告 首席执行官评审 |
| 2018-2022年消费者医疗保健市场(GB亿)1口腔健康 VMS OTC(Inc.疼痛缓解， 呼吸健康， 消化健康和其他) 0 20 40 60 80 100 120 140 160 180 200 2018 2019 2020 2021 2022强劲的全球市场份额1 Peer 1 Peer 2 Peer 3 Peer 4 6.4 5.9 3.8 3.7 3.2 Top 5 23.0% GB 1000亿OTC市场 Peer 1 Peer 2 Peer 3 Peer 4 24.1 17.3 10.7 5.7 4.7 Top 5 62.5% GB 280亿口腔护理市场排名第一 治疗 口腔保健 我们的业务环境 行业概述和竞争格局 全球消费者保健市场是最大的市场之一， 整个消费者中最具弹性和增长最快的细分市场 在全球价值上达到了190bn1 GB。 消费者医疗保健的定义因竞争对手和行业数据来源而异 。我们将其定义为由口腔健康、VMS和OTC组成。美国是 最大的市场，占整个市场的25%1以上，新兴市场，尤其是中国、印度和巴西，提供了诱人的渗透机会。 品牌通过科学的 声明、创新、高端和卓越的品牌塑造而脱颖而出。口腔健康 市场相对巩固，排名前五的参与者占据了近65%的市场份额。Haleon是该市场的第三大竞争对手，拥有约11%的市场份额，但在治疗口腔健康领域排名第一，在这一细分类别中拥有约50%的市场份额。相比之下，VMS高度分散， 最大的参与者拥有约 3%的市场份额。Haleon是最大的参与者之一，尽管市场定义 可能会有很大的变化，其中包括食品和运动营养 以及多种维生素。 非处方药类别是不同的，主要由其受监管的状态来定义。非处方药 无需处方即可通过零售渠道(包括药店)购买。非处方药由几个类别组成，这些类别由特定消费者 需求定义，并在类别层面上进行竞争。 这些类别包括：呼吸健康、止痛、消化健康、皮肤健康和吸烟者健康。呼吸健康是受季节性需求影响最大的类别 季节性需求在北美 和欧洲因流感发病率上升而增加，这在这段时间是典型的。 更广泛的行业动态 历史上，大型消费者健康业务一直作为更大制药集团的部门存在。 Haleon的历史反映了这一点，在过去十年中， 三家消费者健康业务合并而成，在2022年上市 之前，Haleon是GSK的一部分。该行业有 越来越多的趋势，母公司 医药公司考虑 通过拆分消费者健康部门来提高股东价值。 2023年，强生的原消费者健康部门拆分 ，成立了新的上市消费者健康业务肯维。此外，赛诺菲在2023年宣布打算通过创建一家上市公司来 分离其消费者健康部门。 该行业的其他业务包括 拜耳、Church&Dwight、高露洁棕榄、 雀巢、宝洁、利洁时和 联合利华，以及当地企业。 整个消费者健康行业竞争激烈。Haleon已经能够 通过其宗旨、推动创新以及在科学和商业能力、技术和数字方面的投资而脱颖而出。 >>另请参阅第8页的我们的业务模式。 1来源：Nicholas Hall(2023)和Haleon对第三方数据的分析。 6 Haleon年度报告和Form 20-F 2023战略报告 |
| 市场驱动因素 消费者健康行业具有诱人的基本面。了解环境及其影响为我们的战略提供信息，使我们能够为市场变化做好准备，并对市场变化做出反应，并推动长期利益相关者价值。 人口增长的长期市场驱动因素和不断壮大的中产阶级代表着消费健康行业强劲的增长动力。与此同时，人口老龄化和医疗保健成本的上升正在给全球医疗体系带来压力。 广泛的趋势表明，在数字技术进步的支持下，消费者在健康方面发挥着更积极的作用，转向自我护理。所有这些都指向消费者医疗保健市场的有利态势。值得注意的是，尽管在新冠肺炎大流行期间面临挑战，以及宏观经济和通胀压力，但该行业一直具有弹性。 然而，宏观经济环境仍然不确定，包括导致通胀、大宗商品和投入成本上升的地缘政治冲突。虽然一些影响开始消散，但消费者面临的压力依然存在，包括生活成本上升。我们在第12页的战略和市场类别部分指出了Haleon如何应对这些驱动因素。 全球经济 转向 新兴市场 20亿人口 到2050年，全球人口约 增长 人口增长，新兴市场财富增加继续推动经济增长 。到2050年，全球人口预计将增加近20亿人，其中发展中国家增长最快。中国和印度预计将贡献约一半的经济增长，总人口接近30亿，预计在未来20年内占全球消费支出的40%。 这代表着消费者医疗保健市场的长期增长动力，来源：世卫组织强大的购买力推动了这些经济体的人均支出和使用量的增长。老龄化人口占60岁及以上人口的比例为14亿 到2030年，60岁及以上人口的比例预计将从2020年的10亿 增加到2030年的14亿，到2050年几乎翻一番，达到21亿。人口老龄化开始于高收入国家(例如日本，30%的人口超过60岁)，现在正在向低收入和中等收入国家发展 ，预计到2050年，全球三分之二的60岁及以上人口将生活在低收入和中等收入国家。这带来了 来源：谁对预防性护理和自我护理的需求增加。 消费者关注健康和 健康 79% 消费者认为健康 很重要 消费者越来越多地对自己的健康负责，采用更全面的 和个性化的方法。麦肯锡指出，在过去两三年里，消费者对健康的重视程度大幅上升。这将随着我们对气候变化如何影响人类健康的理解而不断发展 ，这将带来广泛的新的、意想不到的医疗保健需求和机会。记录在案的气候退化影响包括传染病、呼吸系统疾病以及精神健康和神经问题。 来源：麦肯锡这对医疗行业来说是一个巨大的增长机会。 公共医疗系统的压力不断增加 美国医疗系统每花费1美元在非处方药上节省 $7.33 非处方药 特别是非处方药产品为消费者提供了负担得起的、可获得的医疗选择 ，并降低了医疗系统的总体成本。在全球范围内，在财政紧张的背景下，公共卫生系统面临着满足患者日益增长的需求的压力。在美国，消费者在非处方药上的支出估计为美国医疗保健系统节省了1670亿美元的药品 来源：CHPA成本节省和不必要的就诊。 大量未得到满足的消费者需求 53% 成年人患有牙床问题 超过60% 不使用健康牙膏 整个消费者医疗保健行业的有针对性的创新提供了一种手段 来应对新兴趋势和溢价(消费者将购买转向优质替代品)。此外，还可以利用新兴技术让消费者直接管理自己的健康。技术正在 为教育、指导、参与和患者支持提供新的选项，以改善健康结果。这些趋势正在推动为消费者提供预防和自我护理方面的重大变革。此外，人工智能(AI)和数字化的进步提供了在测试和创新方面提高效率的机会。 资料来源：德勤健康解决方案中心和全球U&A更新2022 Clear Haleon年度报告和Form 20-F 2023 7战略报告 我们的商业环境 |
| 我们的市场类别： 非处方药(OTC) 口腔保健维生素，矿物质 和补充剂 (Vms) 止痛呼吸 健康 消化健康 和其他 关键资源： 员工原材料 材料 供应商制造 能力 销售和分销 分销 广告和促销 Research& development Regulatory expertise Our竞争优势： 深刻的人类理解值得信赖的科学 我们投资了一套专有资产，以产生 深刻的人类理解以支持品牌创新， 并加强我们与卫生专业人员的合作 以帮助教育消费者。这包括专门的 购物者研究中心、消费者知识和社交倾听数据，所有这些都旨在生成和测试 新见解并确定消费者需求。 我们利用我们的科学家提供的技术和科学专业知识，他们对监管 有很强的了解，并以临床试验和 广泛研究为基础。年内，我们发布了86份出版物，支持我们的专家参与和 产品声明。我们将继续投资于研究和开发(R&D)以支持我们的创新。 在我们的宗旨指导下，我们： 创新创造有意义的 和独特的品牌 通过创新推动健康 专业倡导 我们解决 未满足的消费者需求和新兴的 趋势，将产品定位于 特定人群，并改进现有 产品的交付机制，以推动消费者对我们产品的偏好。 我们在广告和促销(A&P)活动上的投资，如 付费媒体、店内促销、 电视和印刷，加上对数字能力的强烈关注， 通过消费者信任的 品牌提升了我们的品牌资产，从而使更多人能够自我护理。 我们与300多万健康专业人员建立了直接和值得信赖的关系 ， 加上访问世界上最大的 药房网络， 他们认识到他们向消费者推荐的产品的强度和功效 ，为我们的 品牌和类别带来了新的用户。 我们的商业模式 Haleon的竞争优势源于 人类的深刻理解与值得信赖的科学相结合。 8 Haleon年度报告和Form 20-F 2023战略报告 |
| 业务再投资 专注于再投资以推动 可持续增长。 偿还债务 自分拆以来，我们已减少了 超过20亿GB的净债务。我们在 年末的杠杆率为3.0倍的净债务/ 调整后的EBITDA(与2022年7月分拆时的c.4倍相比)。我们现在的目标是在中期内以大约2.5倍的净债务/调整后的EBITDA 的杠杆率运营。 股东回报 Haleon的股息政策看起来 平衡了所有利益相关者的利益 ，同时确保了公司的长期成功。董事会建议派发末期股息4.2便士，使2023年派息总额增至6.0便士，约占2023年调整后收益的35%。(2022年：30%)。包括这笔 股息，Haleon将向股东返还 8亿GB，因为拆分后， 预计其普通股息的增长至少与 调整后的收益一致。此外,Haleon 将在2024年拨出5亿GB用于股票回购 支出：GB 336m3(占收入的3.0%) 交付价值 消费者客户员工政府和industry regulators Health Professionals Investors供应商 有机 运营 利润增长 收入 增长1，2高现金 转换 投资 增长 股东 回报 高并购 毛利率 a 和 成本纪律 在并购和创新方面增加投资 e n 收入增长1，3.4-6%推动价值-我们的财务模式 可持续增长模式 我们的竞争优势与创新能力相结合，打造品牌和推动专家倡导为增长创造可持续的模式，并提供诱人的回报。 >>另请参阅我们的主要利益相关者，2023年业务回顾和风险处理章节，第10、34和53页。 1中期。 2非IFRS衡量标准的定义和计算可在第43页找到。 3包括购买物业、厂房和设备(PP&E)和无形资产。 Haleon年度报告和Form 20-F 2023 9战略报告 我们的业务模型 |
| 我们的主要 利益相关者 对我们的主要 利益相关者有深入的了解，并与他们积极接触，这是我们 长期业绩和成功的基础。 Haleon通过各种 机制与组织所有级别的利益相关者进行持续接触。我们重视利益相关者 的互动，他们提供的见解，并监测结果。 参与主要发生在 高级领导和运营层面， 董事会负责监督。 董事也直接与利益相关者 接触，主要是与投资者和客户接触。 >>本部分应与后续页面一起阅读，以及我们第68页的董事会活动披露。 包括我们的第172条声明和与股东的沟通披露。 消费者 消费者想要他们 信任的、了解他们的 需求并关心 环境和社会的品牌。 我们所做的一切都是以消费者为中心。 我们的目标是提供更好地满足他们需求的产品。 客户 我们的客户想要安全、创新和 可获得的产品，使消费者 能够改善他们的日常健康，并 以可持续发展为核心。 客户，例如大众市场 药店、药店和电子商务零售商是我们业务的核心，因为它们向消费者提供我们的产品。 供应商 供应商重视基于信任的关系，并以负责任的做法、价值观和政策为基础。 与供应商保持健康的长期关系 帮助我们保护业务 连续性和实现我们的 环境雄心。 员工 员工希望成为 主导的目标的一部分，包容性公司 在这里他们可以做自己， 并得到支持，在他们的职业生涯中茁壮成长。 我们的员工确保我们的业务有效运行。 我们必须吸引和留住 最优秀的人才，并保持其他 人的安全、健康和良好。 投资者 投资者希望可持续的 业绩获得长期的 股东价值，强大的 公司治理和对负责任的业务问题的管理 的承诺。 我们致力于通过 集团的战略为我们的债务和股权投资者创造 长期可持续增长 和诱人的回报。 健康专业人员 健康专业人员希望 有效和安全的产品 得到可靠的科学信息和负责任的销售和营销实践的支持。 我们与健康专业人士，如医生、牙医和药剂师， 的合作 通过 建议提升绩效，并帮助我们 了解长期趋势。 政府和行业监管机构 有效、安全且可访问的 产品有助于减轻医疗成本负担，并增加 创新机会和 商业投资。 政府和行业 监管机构为我们的运营设定了法律和监管环境。我们与他们合作 促进日常健康 并管理风险。 我们的主要利益相关者 关键 对我们的利益相关者重要的事情 为什么它们对Haleon 10 Haleon年度报告和Form 20-F 2023战略报告重要 |
| Stakeholder Examples of how we engage Examples of outcomes Examples of measurement Consumers - Marketing campaigns, brand launches and promotions. - Regular consumer surveys on better everyday health. - Community Investment Programmes. - Consumer enquiries handled by our Global Consumer Relations team. - Launched purpose-driven campaigns, such as the ‘Advil Pain Equity Project’. - Supported phase two of Economist Impact’s Health Inclusivity Index. - Signed multi-year agreement with Direct Relief to expand access to everyday health. - Direct customer service feedback. - Brand incremental share growth and equity scores. - Index scores and consumer insights. - Monetary and in-kind donations. - Level of consumer interactions. - Level of positive testimonials. Customers - Interactive visits to our shopper research centres. - Customer engagement days – providing strategy and brand updates. - Sector and customer collaboration supporting underprivileged consumers. - Shopper insights and tools to drive sales. - Co-created new flavours, including for our Tums brand. - Charitable donation and awareness campaign with major UK retailer. - Customer retention. - Growth in share of shelf and distribution points. - Supplier awards and surveys e.g. Advantage Group Survey. - Number of products donated to charity. Employees - Annual employee engagement survey. - Global employee broadcasts. - Board and Executive Team site visits. - Employee policies, programmes and resources. - Employee Resource Groups (ERGs). - 2023 employee engagement score of 78%. - Introduced a simplified global learning offering for all employees. - Launched new initiatives including myWellbeing. - Held 10 global flagship ERG events and 150 local events. - Monitoring employee engagement survey results. - Number of employees joining global broadcasts. - Number of employees engaged in volunteering and adopting intranet resources. - Level of participation in ERG events. Governments and industry regulators - Collaboration with regulators and industry bodies to establish product and claims standards. - Direct and indirect engagement on legislation reform. - Regular meetings and events for key Government stakeholders with senior leadership. - Health authority site inspections. - Supportive product evaluation and claims environment for Haleon products. - Membership of, and leadership positions within industry trade associations. - Held Health Inclusivity Index Congressional Briefing (US). - 100% of sites rated satisfactory. - Publication of supportive products and claims standards by regulators. - Progress on legislation and proportionate regulatory frameworks. - Number of Government engagements. - Site inspection success rate. Health Professionals - Research initiatives and campaigns. - Expansion of the Health Partner Portal to cover more than 50 markets with over 665k users. - Expanded Centre for Human Sciences. - 122 webinars, with 91k hours of content in 2023. - Launched global surveys, including 2023 Haleon Pain Index. - Activated local initiatives, such as a micronutrient deficiency campaign in India. - Launched Centre for Human Sciences in Australian pharmacies. - Number of Health Professionals participating in our surveys and campaigns. - Level of Health Partner portal users. - Level of engagement with our Centre for Human Sciences. Investors - Roadshows, ‘fireside’ chats, webcasts, conferences and 1:1 meetings. - ‘Haleon Highlights’ Oral Health investor event and brand video series. - AGM, stock exchange announcements and results briefings. - Regular updates to the Board and Executive Team on investor, shareholder and analyst perceptions. - Review of strategy and responsible business agenda incorporating investor feedback. - Investor and analyst surveys. - Feedback from investors and analysts, including on results. - Level of analyst and investor participation in webcasts and other events. Suppliers - Workshops and events on responsible business, innovation and productivity. - Our Supplier ESG Expectations document. - Our Supplier Diversity Programme. - Liaised with suppliers on the UK Prompt Payment Code. - New product and innovation ideas. - Defined ESG supplier targets. - Invoices for UK small and medium sized enterprises (SMEs) paid within 60 days. - Number of suppliers attending our events and feedback scores. - Number of suppliers meeting our requirements and expectations. - New business opportunities for under-represented communities. - Proportion of SME suppliers paid according to the Code. Haleon Annual Report and Form 20-F 2023 11 Strategic Report Our key stakeholders |
| Our strategy Our strategy is designed to grow our portfolio of leading brands and market categories. We target sustainable above-market growth and attractive returns, with our purpose and culture bringing focus and clarity to the strategic decisions we make. The Board and Executive Team review updates on strategy throughout the year, including deep dive sessions on our strategic choices, to ensure continued focus on market drivers, relevance to our business model, and that capital is appropriately allocated. Using our competitive strengths of deep human understanding and trusted science, we are well placed to meet the growing demand for self-care and the opportunities to serve unmet consumer needs. Haleon does this by increasing condition awareness, building brand relevance and its innovation pipeline, and capitalising on new and emerging trends. We are mindful of the challenging consumer environment and pressures on people, and how this may impact self-care. The Company monitors and mitigates inflationary cost pressures with initiatives such as early forward buying, value engineering and supply chain improvements. We remain focused on balancing price and volume with net revenue management alongside cost and cash management. Our strategy should be read in conjunction with the ensuing pages, where we give details of how our strategic pillars have been incorporated into our activities. Underpinning the way we run our business are four strategic pillars: 1 Increase household penetration 2 Capitalise on new and emerging opportunities 3 Maintain strong execution and financial discipline 4 Run a responsible business Maximise significant growth opportunities across our categories by applying our proven approach to penetration-led growth. Increase growth of our brands across channels, routes to market and geographies. Expand our portfolio through new and emerging consumer trends and by pursuing Rx-to-OTC switches. Focus on driving efficiency, effectiveness and agility to make every investment count. Make everyday health more inclusive. Protect the environment and address social sustainability barriers to everyday health. Embed strong governance and ethical business behaviours. Key focus areas - Meaningful and distinctive brands - Innovation - Expert advocacy - Commercial excellence Key focus areas - Channel expansion: e-commerce - Geographic expansion - Portfolio expansion: emerging consumer trends - Rx-to-OTC switches Key focus areas - Quality and supply chain (QSC) - Marketing execution - Commercial execution - Cash and cost control Key focus areas - Health inclusivity - Environment - Upholding our standards Market drivers Global economic shifts towards emerging markets Ageing populations Consumer focus on health and wellness Increasing pressure on public health systems Sizeable unmet consumer needs Strategic pillars 1 Increase household penetration 2 Capitalise on new and emerging opportunities 3 Maintain strong execution and financial discipline 4 Run a responsible business >> See also our approach to sustainability, key performance indicators, 2023 Business review, approach to risk and Board activities sections on pages 22, 32, 34, 53 and 68. 12 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| Brands Our market categories Oral Health 2023 revenue £3,136m +6.1% growth +10.6% organic growth Global market share1 10.7% >> See page 40 for further information on performance during the year. Our 2023 focus areas Strategic pillar Market driver - Raised condition awareness and relevance through meaningful and distinctive brands, and expert advocacy. 1 2 - Drove innovation across our Therapeutic Oral Health products. 1 2 - Continued to build on previous launches and roll-outs into new markets. 1 2 - Further optimised processes across our supply chain and infrastructure. 3 - Continued developing solutions for all our product packaging to be recycle-ready by 2025 (where safety, quality and regulations permit). 4 Our 2023 achievements - Launched Pronamel Active Shield in the US. Strong activation with increased dentist recommendations. During the launch period, Pronamel contributed 22% of all US toothpaste market growth2. - Launched parodontax Active Gum Repair into new markets, which has been clinically proven to help bleeding, swollen and inflamed gums to repair, target and help reverse early gum problems. - Rolled-out Polident Max Hold Plus denture fixative range to new markets, after its launch in 2022. This drove strong growth of fixatives with market share gains in this segment. - Launched Polident ‘Smiles Can’t Wait’ programme which supports access to dentures, improving lives in economically weaker areas of Thailand and the Philippines. - Developed and initiated our Healthy Mint Supply Chain strategy, aimed at upholding health and safety standards, improving farmers’ livelihoods, supporting health and gender empowerment and reducing environmental impacts of mint production. What’s next - Drive growth through focus on increasing consumer penetration on therapeutic solutions, leveraging our deep human understanding and trusted science competitive advantage. - Further progress our innovation agenda with the roll-out of Sensodyne Clinical White toothpaste. This combines sensitivity protection with clinically proven teeth whitening ingredients. - Continue to progress our responsible business agenda for all oral health packaging to be recycle-ready by 2025, including our recycle-ready toothpaste tubes. The importance of Oral Health The World Health Organization recognises oral health diseases as highly prevalent with more than 3.5bn people affected3. Our aim is for our products to help eradicate preventable oral health problems. We are focused on therapeutic oral health – sensitivity and gum disease are widespread therapeutic oral health conditions, with around 45-50% of consumers experiencing these conditions4. Treatment rates are low with only a third of users using a specialist toothpaste4. Our position We have a clearly defined position and strategy as a premium, specialist, therapeutic oral health player with a number one position in sensitivity with Sensodyne, and a number two position in gum health with parodontax. Moreover, we have a strong leadership position in denture care. While we have a broad geographic presence, emerging markets comprise around a third of our revenue vs nearly 50% for category, and this provides an opportunity for us. A key focus area remains driving increased household penetration of our brands. We continue to innovate to meet therapeutic needs with the consumer having four oral health conditions on average. 1 Source: Euromonitor (2023) and Haleon analysis of third-party market data. 2 Source: IRI sales data. 3 Source: UN World Health Organization Global Health Status Report 2022. 4 Source: Clear U&A, December 2022 (US, India, Turkey, Italy and Germany). Haleon Annual Report and Form 20-F 2023 13 Strategic Report Our market categories |
| Brands Our market categories continued Vitamins, Minerals and Supplements (VMS) 2023 revenue £1,640m (2.1)% growth +0.9% organic growth Global market share1 3.1% >> See page 40 for further information on performance during the year. Our 2023 focus areas Strategic pillar Market driver - Leveraged our science capabilities to drive strong claims which resonate with consumers. 1 2 - Drove further innovation across our brands through different delivery formats, that targeted a younger demographic. 1 3 - Continued to build on previous launches and roll-outs into new markets. 1 2 - Increased the recyclability of our packaging, reducing the use of virgin petroleum-based plastics. 4 - Ran condition awareness initiatives to improve consumers’ health literacy and self-care. 4 Our 2023 achievements - We continued to leverage our trusted science focus through third-party clinical studies on Centrum Silver, with positive results on cognitive function, which provided a new claim for the product. This was activated across a number of markets leading to share gains in the US and China, as well as across Europe and Latin America. - Having launched Centrum in India through the e-commerce channel in 2022, with a campaign to build awareness around multivitamin deficiency, we further expanded the portfolio to include Benefit Blends. In Egypt, we continued to gain market share helped by strong awareness campaigns using both traditional and non-traditional channels. We also expanded the Centrum global footprint with new market entries into Sweden, Libya and Iraq. - We continued to attract new users to Caltrate’s Soft Chews, through its ‘easy absorption’ benefit using the Douyin app in China to engage with consumers. - We used our deep human understanding to evolve delivery formats and new use occasions. In the US, we launched Emergen-C crystals, a ‘no water needed’ solution delivering key immune-supporting nutrients which has had strong consumer feedback and driven market outperformance. We also continued the expansion of the Centrum gummies format, particularly in APAC, North America, and Europe. - Launched Centrum products in the US with bottle packaging utilising up to 100% post-consumer recycled plastic. What’s next - Further build out our capabilities and range with superior science-backed solutions. - Collaborate with experts and key opinion leaders globally to raise awareness of micronutrient deficiency and how Centrum can fill nutritional gaps. - Continue to expand Centrum’s geographic footprint via new market entries and brand migration opportunities. - Further activate marketing across our new Emergen-C crystal range. - Continue to reduce the use of virgin petroleum-based plastic in the packaging of our products. The importance of VMS Globally, one third2 of the population have a micronutrient deficiency, which increases the risk of developing chronic disease. In addition, a number of trends including inequality in healthcare, sedentary lifestyles, poor nutrition and climate-change factors, are contributing to the growth of this category. Consumers are looking to be more proactive in their wellness regime and are using a variety of approaches to look after their health and overall wellness. Using VMS is seen as a way to gain control and have confidence that they are doing what they can to stay healthy and well. Our position The VMS category is highly fragmented with the top 20 players accounting for around 23%1 of the market. Haleon has the leading position, with c.3%1 share. The vast majority of our revenues are derived from three brands: Centrum – the world’s leading multivitamin; Caltrate – a leader in calcium/bone health in China; and Emergen-C – a leader in immunity in the US. This portfolio is complemented by smaller Local Growth brands, which are leaders in their respective markets/sub-categories. 1 Source: Nicholas Hall (2023) and Haleon analysis of third-party market data. 2 Source: The Lancet Discovery Science. 14 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| 品牌 非处方药(OTC) 止痛 2023年revenue £2,652m +4.0% growth +7.4% organic增长 全球市场份额1 13.5% >>有关 年内表现的详细信息，请参阅第40页。 我们2023年重点领域战略支柱市场驱动因素 -在新冠肺炎相关限制停止后，对中国的市场需求做出了回应并交付了产品。 1 2-通过面向年轻人群的天然变体推动我们品牌的进一步创新。 1 3-继续在之前发布和推出新市场的基础上 。 1 2-发布了第五届Haleon Pain Index，旨在帮助 健康专业人员更好地了解健康包容性 疼痛管理的障碍。 4我们2023年的成就 -由于新的‘Release Start Here’活动的成功，Panadol在EMEA和LatAm实现了强劲增长。此活动 针对偏头痛、身体疼痛和头痛等专家需求状态。 -我们在 多个市场推出了自然变体，以扩大我们的覆盖范围。 我们的变体旨在吸引更年轻的消费者群。最近推出的产品包括Panadol PanaNatra，这是我们在澳大利亚推出的产品。 -我们进一步将Advil Dual Action的范围扩大到背痛，这是第三种最常见的疼痛适应症， 消费者需求不足，目前只有20%的消费者对当前的背痛 治疗方案感到非常 满意。该产品已 获得了积极的早期反馈 ，方便，价值和背痛功效突出的用户。 -在中国，海伦能够满足 取消 新冠肺炎相关限制后， 芬比特增加的消费者需求， 尽管新冠肺炎出现了紧张的劳动条件 。我们将天津工厂的生产产量提高了一倍，以确保向中国消费者和医院提供充足的产品。与供应商的紧密合作 确保了我们工厂的原材料供应。 -开始于2022年，完成于2023年，Haleon在呼吸道合胞病毒 (RSV)激增以及儿童感染感冒和流感 病例 激增后，与加拿大政府密切合作。 -Voltaren在意大利推出液体胶囊，并在全球范围内扩大其24小时贴剂的渗透率。此外， 该品牌在英国推出了面向疼痛患者的数字健康工具‘Motion Coach’ ，在德国推出了与理疗师合作打造的人工智能体位检查工具‘HaltungsCheck’。 下一步是什么 -我们正在通过提高家庭渗透率和可获得性来推动Panadol的增长 并扩大在其他市场的系统存在。 -我们还在重建Voltaren主题的相关性，并通过提升投资、创新和品牌相关性来增加Advil的渗透率。 缓解疼痛的重要性 疼痛是一种普遍的情况， 绝大多数人 经历疼痛，平均 人们每年经历两种疼痛情况 。随着人口老龄化、久坐不动的生活方式以及气候变化对消费者健康的影响， 疼痛发生率和频率 持续上升。 我们在全球的位置 ，前五大品牌 占该类别的约35%， 而Haleon是市场领导者。 我们的投资组合涵盖系统性和 特定的子类别，由三个 Power Brands-Panadol、Advil和 Voltaren-为首，并由包括Excedrin、Advil和 Voltaren在内的 多个本地增长品牌 作为补充芬比德和爷爷。 1来源：Nicholas Hall(2023)和Haleon对第三方市场数据的分析 2来源：尼尔森智商 3来源：英国疼痛协会。 Haleon年度报告和Form 20-F 2023 15战略报告 我们的市场类别 |
| Brands Our market categories continued Over-the-Counter (OTC) Respiratory Health 2023 revenue £1,736m +9.9% growth +13.7% organic growth Global market share1 5.9% >> See page 41 for further information on performance during the year. Our 2023 focus areas Strategic pillar Market driver - Responded to increased global market demand following the cessation of COVID-19-related restrictions. 1 2 - Drove further innovation across our brands through naturals that target a younger demographic. 1 3 - Educated consumers on health impacts of air pollution and actions they can take to help mitigate them. 4 - Co-ordinated response to FDA advisory committee on the efficacy of phenylephrine as a nasal decongestant when consumed in tablet form. 3 Our 2023 achievements - Launched Otrivin Nasal Mist in three European markets – Poland, Portugal and Greece. This is a new technology exclusive to Haleon that delivers a more comfortable experience, with the release of a wide, gentle mist, and an easier side-actuation method which aids consumers with hand dexterity challenges. - Supported the innovation and strong in-market commercial execution of Theraflu. Theraflu Max+ saw particularly strong growth and now accounts for c.25% of Theraflu sales in the US. We also continued to see strong uplift from natural products launched in previous years, such as Theraflu ProNatural and have expanded the range into the UAE. - In allergy, we enhanced our offering with Flonase Nighttime Allergy Relief. - We expanded our Robitussin range with Robitussin Medi-Soothers, a dual-action liquid-filled lozenge that soothes sore throats and treats coughs. - Continued development and expansion of Otrivin’s ‘Actions to Breathe Cleaner’ programme to educate children on air pollution and actions they can take to mitigate the impact on their health. - The Theraflu ‘Rest & Recover’ campaign in the US and Poland raised awareness of the barriers to sick leave for working mothers. In the US, Theraflu advocated for a policy change to have access to paid sick leave. What’s next - We are looking to maintain growth of the portfolio and selectively expand into key sub-categories. - Drive growth and penetration by launching Otrivin Nasal Mist in additional markets. The importance of Respiratory Health Respiratory conditions are prevalent globally, with annual incidence rates tending to be high for cold and nasal congestion1, lower for flu1 and allergy1, with c.70%2 of sufferers claiming to treat themselves for these conditions. Consumers rely heavily on OTC medicines to provide treatment. Our position The Respiratory Health category is fragmented globally. The top five players account for 27%1 of the global market. Haleon is the largest global player in this category with c.6%1 share. Our portfolio consists of a mixture of Power Brands, such as Otrivin and Theraflu, along with a number of Local Growth brands, including Flonase, Robitussin and Contac. 1 Source: Nicholas Hall (2023) and Group analysis of third-party market data. 2 Source: UN World Health Organization. 16 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| Brands Over-the-Counter (OTC) Digestive Health and Other 2023 revenue £2,138m +2.0% growth 6.5% organic growth Global market share1 5.4% >> See page 41 for further information on performance during the year. Our 2023 focus areas Strategic pillar Market driver - Drove further innovation across our brands through naturals that target a younger demographic. 1 3 - Launched products across the category that address additional unmet consumer needs. 1 2 - Continued to build on previous launches and roll-outs into new markets. 1 2 Our 2023 achievements - Launched Tums + Sleep to target the 63% of US adults with occasional heartburn and sleep issues. Tums + Sleep is a chewy bite containing melatonin that addresses not only heartburn but also helps consumers fall asleep. - Further drove innovation with the launch of ENO Chewy Bites in Tangy Lemon and Zesty Orange flavours. This innovation is tailored to the modern lifestyle, offering fast and effective relief from acidity. The product contains natural ingredients and provides fast relief. - Rolled-out a natural proposition of Fenistil across Central Eastern Europe to bring new users into the itch-relief category. What’s next - Drive further innovation with the launch of new products addressing unmet need states and formats. - Further our responsible business agenda, including continuing to shift our laminate packaging for ENO into recycle-ready sachets. The importance of Digestive Health and Other Digestive health issues are prevalent, with 60-80%2 of the population affected, and sufferers having around five episodes per month on average. Symptoms include acid reflux/ heartburn, bloating, flatulence, indigestion, constipation and diarrhoea. Sufferers frequently experience more than one symptom at a time. Our position Haleon has the leading position in Digestive Health driven by strong positions in immediate-relief antacids. We have a focused geographic presence in Digestive Health across US, India and Brazil, underpinned by our Local Growth brands. This category also includes our smoking-cessation brands such as Nicorette, which has been helping consumers quit smoking for over 40 years. In addition, we have a number of Skin Health brands including Bactroban, the leading wound-healing brand in China, and Zovirax and Abreva, the world’s two leading cold sore treatments. During the year, we reached agreements to divest both ChapStick and Lamisil, which will allow Haleon to reduce complexity in the business and focus more resources on higher growth brands. 1 Source: Nicholas Hall (2023) and Group analysis of third-party market data. 2 Source: Proceedings of the Nutrition Society. Haleon Annual Report and Form 20-F 2023 17 Strategic Report Our market categories |
| Our culture and people To ensure the long-term success of Haleon, we are focused on our purpose led culture. We reinforce this through our core value, key behaviours and leadership standards. In addition, a range of responsible business standards, policies and practices, including our Code of Conduct, provide a framework to guide our approach in delivering our strategy and business performance. Our purpose: To deliver better everyday health with humanity Our core value: Seeking to always do the right thing Our key behaviours: Go beyond Do what matters most Keep it human Our leadership standards: Drive growth Deeply understand our consumers and customers Build ‘one’ Haleon Motivate and unleash potential Our culture is supported by our governance and organisational structure. The Board is responsible for, and monitors, our culture, including adherence to our core value and behaviours to ensure they are embedded and aligned to our strategy and purpose. The Directors receive regular reports on all aspects of culture, including reports from our Speak Up channel and results from our employee survey. The CEO and Executive Team are responsible for embedding our culture on a day-to-day basis, as well as for implementing our strategy, monitoring the Group’s performance, and providing updates to the Board on overall performance, risk management and our system of internal controls. We have 14 business units, alongside global category and brand teams, who are responsible for delivering our strategy, innovation agenda and global brand campaigns. They are supported by global functions, in key areas including ethics and compliance, corporate affairs, sustainability, finance, human resources, legal, marketing and R&D. During 2023, we embarked on a three-year productivity programme to transition to an organisation focused on efficiency and agility ensuring we deliver our purpose and strategy. This has resulted in structural changes and severances, which we have aimed to handle sensitively and in compliance with all applicable laws and regulations. Inevitably, this has had a short-term impact on our culture as we embed our new structure and ways of working. Additional details are in Note 6 to the Consolidated Financial Statements. >> Further details about our governance structure and Board activities, including consideration of culture are in the Corporate Governance section from page 61. Measuring our culture Measuring and tracking our culture is crucial to ensuring we deliver our purpose and strategy, and remain a trusted company. We have a range of indicators including consumer, customer and supplier feedback forums mentioned in our stakeholder section, and not limited to the examples below: - Annual mandatory Code of Conduct training including anti-bribery and corruption and keeping data secure for all the Board, Executive Team, employees and third-party temporary workers, with a 98%1 completion rate in 2023. It is also part of onboarding requirements for new starters. - A framework of internal financial and operational controls, audit and assurance programmes that monitor the Company’s compliance with regulations and internal procedures and policies. Reports are sent to senior management, the Executive Team and the Audit & Risk Committee for monitoring, review and discussion. Where required, corrective measures are put in place to reinforce appropriate procedures. During 2023, no unsatisfactory rated internal audit reports were issued. - Haleon encourages anyone, whether working for the Company or not, to speak up about misconduct, breaches of policy or procedures, and suspected violations of laws and regulations. Concerns are managed independently and can be raised in 35 languages via web form, email, telephone, or post. All cases are handled in accordance with Haleon’s investigatory principles: humanity, confidentiality, proportionality and non-retaliation. Regular updates and investigation reports are reviewed by senior management and the Audit & Risk Committee, and learnings are converted into recommendations and updated training. >> See also our business model, key stakeholders, strategy, approach to risk and financial statement sections on pages 8, 10, 12, 53 and from page 97. 1 Non-completion due to leavers during the period. 18 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| - Our annual employee survey measures both employee engagement and our wider culture. Our 2023 results showed 78% of employees felt that Haleon fulfils its core engagement values, and 78% feel that it fulfils its core cultural objectives. Areas where we do well include our customer focus, commitment to the environment, society and business ethics, whereas we need to continue to focus on our work processes and how we collaborate. - We measure our environmental, health and safety performance across the Company and conduct risk-based audits that the Executive Team and Board monitor. Metrics include, but are not limited to, our reportable injury and illness rate, which in 2023 was 0.14 per 100,000 hours worked 1 , and there were no fatalities2 . - We conduct regular conversations and year-end reviews with employees, which include them demonstrating their actions and contributions during the year against our core value and behaviours, and where applicable, leadership standards. >> See also our key stakeholders and key performance indicator sections on pages 10 and 32. >> See also the Audit & Risk Committee Report from page 72. 1 Includes employees and third-party temporary workers. 2 Includes employees, third-party temporary workers and contractors. Our people Our people comprise of permanent and fixed-term direct employees. Our business is also supported by third-party temporary workers and contractors. We aspire to have people policies that provide equal opportunities, create an inclusive culture and support our purpose, strategy and long-term success. Attracting, fostering and developing talent During 2023, we worked to strengthen our recruitment approach so that we consistently attract leading talent, maintain a diverse employee-base and provide opportunities for career and skills development to retain our existing talent. New hires were made in roles and locations strategically important to business success, and we made incremental improvements in key performance areas. However, there remain significant opportunities to optimise our hiring processes and experiences for candidates and stakeholders. We are focused on this as part of our three-year productivity programme. Development and learning at Haleon has three objectives: build the right competencies to stay safe and compliant within our regulatory environment; develop strategic capabilities; and provide employees with opportunities to grow and reach their potential. In 2023, we introduced a simplified global learning offering to all employees through our internal development portal and external content libraries with a range of development courses, videos and articles, and supported by a mini-MBA in deep human understanding. To embed our leadership standards, build capabilities and develop leadership behaviours, we established a global leadership development programme. In addition, a suite of self-serve, leader-led sessions were launched to support all new teams as the business continues to transform, which will be expanded in 2024. We also launched a simplified approach to talent management based on our Leadership Standards, including holding talent reviews throughout the year to understand our talent landscape and the strategic capabilities needed to drive business growth. Furthermore, we evolved and simplified our approach to assessing and rewarding employee performance. Through regular conversations, employee performance is reviewed against objectives, and performance outcomes are calibrated across the business. Employee health and wellbeing Supporting our employees’ health and wellbeing, building a culture that allows them to be at their best and thrive is a priority for us. - Micro-learnings, themed webinars and resources to increase capability for oneself and others. - A health, safety and wellbeing leadership programme available to all our site leadership and business unit leadership teams, which we will embed into our wider leadership curriculum in 2024. - Developing a respectful workplace training module, focused on preventing harassment and retaliation. Looking ahead, we plan to review and refresh our preventative health programme, which gives employees and their eligible dependants access to a core set of healthcare services. We also expect to launch a new occupational health and wellbeing standard to improve governance and oversight of our initiatives, and refresh and relaunch our existing Mental Health Matters training for line managers. Workplace environment During 2023, we opened new offices in both London, UK, and Bengaluru, India, with sensory rooms and green and open spaces in which to connect, create and collaborate. Our Bengaluru office was awarded a ‘Gold’ accessibility score by Mobility Mojo for offering a safe environment for employees with disabilities and neurodivergence. Where possible, employees are able to embrace our ‘Hybrid at Haleon’ philosophy, which empowers managers and teams to trust each other and find the right approach to drive performance. For those working remotely, we have enhanced controls and systems to ensure our Company data is secure, including awareness campaigns as part of our wider commitment to the responsible use, storage and protection of Company and personal data. Important data is safeguarded from corruption, compromise or loss and we have appropriate data retention schedules to guide us as to when to delete data. >>另请参见第21页的网络安全披露 。 >>有关员工的更多详细信息，请参见本报告，包括 第70页的 劳动力敬业度披露和第128页的注释7。 Haleon年度报告和表格20—F 2023 19战略报告 我们的文化和员工 |
| Our culture and people continued Championing diversity, equity and inclusion (DEI) We are committed to creating a diverse, inclusive and respectful workplace, and view this as key to delivering our purpose and strategy. We acknowledge that this is an area for continual improvement, including further strengthening our diversity data and ensuring it is integrated into our culture. Our position statement applies to all employees and third-party temporary workers. Our ambition is focused on delivering three strategic priorities: 1 Employee belonging: workplace inclusion – create a work environment that is inclusive and accessible where all employees feel like they belong, are valued and have tools to thrive. 2 Diverse representation: workforce diversity – attract, recruit, promote and retain the best talent that reflects a diverse workforce at all levels and areas of the business. 3 Societal change: community impact – leverage our expertise to enable health inclusivity through our business relationships, brands and research. Our global DEI council is sponsored by the Chief Human Resources Officer and chaired by the Global Head of Talent. The council meets quarterly to discuss priorities, drive accountability, and initiate, fund and oversee the implementation of Haleon’s global DEI activities. We have made progress against our DEI goals in 2023 with several initiatives that incorporate key areas of diversity, including ethnicity, disability, LGBTQ+ and gender. - Our diversity dashboard provides insights around gender, allowing us to track progress, and proactively communicate findings and recommendations back to the business. - Our people-management development programme develops DEI capabilities, including how we address unconscious bias. We launched our diverse talent programme, designed to accelerate leadership potential and career progression, and have five cohorts set up for 2024. In addition, our four global ERGs successfully delivered 10 flagship events in 2023, with c.2,000 participants and 150 local events. Our ERGs help build our inclusive culture and are instrumental in providing different perspectives. >> See also our Nominations & Governance Committee Report on page 78. Company gender diversity As at 31 December 2023 Men Women Other Non-disclosed Total Directors 6 5 - - 11 Executive Team1 8 7 - - 15 Executive Team direct reports 51 48 - 1 100 Senior managers2 908 739 - 5 1,652 All employees 13,516 11,768 5 119 25,408 1 At 15 March 2024, the Executive Team comprised 8 men, 4 women and 12 members overall. 2 Comprises Leadership roles as defined in our glossary. Upholding our standards We are committed to transparency, integrity, consumer satisfaction, safety and compliance with all relevant laws and regulations. We have standards and policies in place to ensure we uphold the highest business ethics, including consumer and pharmacovigilance policies and processes. Our products undergo extensive quality testing and controls as part of our manufacturing processes. In addition, we have portals for consumers to get product information and report adverse reactions. Code of Conduct Our Code promotes ethical business conduct, and provides guidance to our Board and Executive Team, employees and third-party temporary workers. Failing to comply with our Code is deemed to be misconduct and can result in disciplinary action, including dismissal. Our suppliers, distributors, agents, consultants and contractors are also subject to many of its principles. - 19 principles. - Available in 17 languages. - Mixture of written standards and a decision tree approach to making the right choices and guidance on when to ask for advice. Anti-bribery and corruption (ABAC) Our ABAC Policy sets out our global principles, standards, requirements and zero-tolerance approach. All employees and third-party temporary workers must observe and uphold the policy. - Regular checks are run internally as part of our financial control procedures, and due diligence checks are performed on all high-risk suppliers. - During 2023, an update on the state of implementation of the policy was reported to the Executive Team and Audit & Risk Committee. Human rights Our Human Rights Policy sets out how we integrate human rights into our business operations and our relationships with suppliers. We are committed to upholding the Universal Declaration of Human Rights and the core labour standards set out by the ILO. - Our Human Rights Steering Committee comprised of members of our Executive Team and senior management, provide oversight and support on key issues. It is responsible for approving and monitoring our human rights strategy and action plan, which is reported to the Environmental & Social Sustainability Committee annually. - We have key actions across three workstreams: building our capacity to understand human rights risks; strengthening due diligence processes; and investing in business relationships to prevent and mitigate risks and remediate impacts. - During 2023, we initiated a saliency assessment of human rights risks in Haleon’s value chain to enable us to focus on issues important to our business. 20 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| -我们开发了一个电子学习模块， 翻译成15种语言， 我们于2023年推出，并将在2024年进一步推出。此外，还开发了辅导员包 ，用于工人无法使用计算机的制造现场。 -我们制定了事件响应 和沟通计划，并为员工举办了跨关键业务职能的 研讨会。 负责任的供应商 Haleon的供应链规模和复杂性都很大，既有直接的 ，也有间接的供应和服务，如原材料和物流。我们是制造商2030的成员，这是一个促进供应商可持续发展报告的一致性和透明度的平台。 -我们的供应商行为准则 规定了向Haleon提供产品或服务的任何实体必须满足的最低环境、社会和道德标准。 -我们遵循与新供应商签订合同的既定流程，以及我们 继续与之合作的供应商，包括尽职调查流程和使用 批准的购买渠道。 -2023年，我们启动了供应商ESG 预期，概述了我们 希望我们的供应商实现的目标，例如 转向可再生电力，以及 确保某些材料获得行业认可的认证。 -我们的第三方风险管理 流程旨在评估整个供应链的风险，并在必要时进行有针对性的深入尽职调查 。我们结合使用 EcoVadis和Sedex评估以及 药品供应链计划 审计来评估风险，以推动 改进。 健康和安全 我们继续嵌入我们的环境、 健康、安全和福祉政策以及 三年战略，以发展零伤害 文化并减少重大事故。 Each pillar is supported by annual targets and objectives to drive continuous improvement, which has helped reduce the number of reportable and serious incidents. - We run risk-based health and safety training for employees and third-party temporary workers, which includes how to identify measures to reduce workplace risks. - All contractors working at Haleon sites receive induction training and instruction on working safely. - During 2023, we focused on refreshing and integrating our global EHS and engineering standards, reinforcing our 12 Life Saving Rules and deploying our Leading with Care programme to senior leaders across the Company. - Looking ahead, we are focused on risk assessment training, and further embedding our Leading with Care programme and suite of EHS and engineering standards. >> See also our statement of compliance on page 60 with links to our standards and policies, including our Code of Conduct and Modern Slavery Statement. Cyber-security As detailed in our approach to risk and risk factors, there is a risk that a cyber-security attack could compromise our ability to manufacture, distribute and sell our products and services to our customers. Our commitment to cyber-security is reflected in our ongoing investment into this area, which includes the use of advanced technologies and engagement of third-party experts to provide additional support and guidance. We have a dedicated cyber-security threat intelligence function focused on the threat landscape and attack vectors that are targeting healthcare providers, including ransomware threats. Cyber intelligence is integrated into our cyber-security risk management and governance processes. Haleon’s Chief Information Security Officer is responsible for the cyber-security function, and provides frequent updates including current threats, operational key risk indicators, and cyber-security maturity improvements to the Executive Team and Audit & Risk Committee, who have oversight of our information security and cyber risk strategy. Cyber-security risk updates are shared with the wider Board by the Committee. - Our Chief Information Security Officer has over 25 years of information technology and security experience. - External consultants are engaged to assess our cyber-security maturity against the US National Institute of Standards and Technology Cybersecurity Framework (NIST CSF). They help guide our plans and processes to best protect Haleon from threats including a framework for data controls which covers our digital supply chain. - We have a third-party risk management process in place ensuring that inherent risk assessments are completed for third-party suppliers with additional due diligence assessments completed for higher-risk suppliers. - We constantly look to mature our cyber-security systems and controls to keep pace with the threat landscape. Our preparedness activities include testing our response procedures and processes by performing simulations and crisis management exercises, and penetration testing to develop our response to potential incidents, such as ransomware attacks. Vulnerability management, monitoring and alerting processes are in place to help protect the Company against cyber attacks. - Our annual awareness campaigns promote our global cyber-security policies and procedures, handling of confidential data, social media and cyber-security practices, and remind employees of resources available to protect themselves, Haleon and consumers. Internal policies for protecting Company assets include protection of information, acceptable use of technology resources, AI and related procedures. We are focused on minimising risks through fostering secure practices and behaviours, for example, constant programmes aimed at recognising and reporting suspicious online behaviour or phishing. - During 2023, Haleon did not identify any significant cyber-security incidents. >> See also our approach to risk, Audit & Risk Committee Report and Risk factors on pages 53, 72 and 193. Haleon Annual Report and Form 20-F 2023 21 Strategic Report Our culture and people |
| Our approach to sustainability As a global leader in consumer healthcare, we believe Haleon is well placed to understand and help address several of the social and environmental barriers holding people back from achieving better everyday health. Our responsible business strategy is committed to making everyday health more inclusive, reducing our environmental impact, and operating with ethical and responsible standards of business conduct. In 2023, we established the Environmental & Social Sustainability Committee (ESS), reflecting the strategic importance of this area. Progress against our responsible business strategy was externally recognised in 2023, our first year of rating by several ESG indices. Haleon received a low-risk rating by Sustainalytics and was recognised as one of their 2024 ESG Top-Rated Companies. We were also added to the Dow Jones Sustainability Index Europe (DJSI) 2023, and S&P’s 2024 Global Sustainability Yearbook, based on our score in the top decile of the Personal Products Category. Health inclusivity In 2023, we empowered over 41 million people to be more included in opportunities for better everyday health1, through inclusive products, education programmes and services. We aim to empower 50 million people a year by 2025. We track the number of people engaging with a Haleon brand or expert initiative to improve their self-care. Our focus includes those who are discriminated against because of disability, age, race and ethnicity, gender and sexuality. We take action to improve health inclusivity by driving change through our brands, empowering self-care, investing in research and action, and building healthier communities through our community investment programmes. During 2023 we focused on: - The launch of ‘The Advil Pain Equity Project’ with a long-term aim to help address the bias and prejudice that Black people in America experience when they seek pain management. - In Thailand and the Philippines, Polident’s ‘Smiles Can’t Wait’ provided free dentures to over 1,500 people who otherwise were not able to afford them, and also provided accessible oral health check-ups, samples, and educational kits to over 50,000 people. - We expanded the reach of, and content available on, the Haleon Health Partner portal, an online database which includes tools and materials to support Health Professionals when they have conversations with patients. - We continued to support Economist Impact in their publication of the second phase of the Health Inclusivity Index (Index). Phase two of the Index included the measurement of experience of health inclusion across 42,000 people in 40 countries. The Index found that more than three in five people worldwide experience health exclusion, with vulnerable and younger populations the worst affected. - Following earthquakes in Turkey and Syria, Haleon worked with Direct Relief to sponsor dental clinics in the affected areas, which provided treatment for more than 10,000 people. Environment Haleon is focused on continually reducing the environmental impact of its products and operations. We are using leading industry standards and working with industry groups, peers and suppliers to achieve our environmental aims. We have set greenhouse gas (GHG) emissions reduction goals aligned to the Intergovernmental Panel on Climate Change (IPCC) pathway to 1.5°C and aim to achieve net zero carbon emissions from source to sale by 2040, aligned to guidance from The Climate Pledge and Race to Zero. Haleon also works to raise awareness of the linkages between climate change, air pollution and health, and has joined the Alliance for Clean Air. 1 Reporting period = 1 December 2022 – 30 November 2023. Where actual data on initiatives contributing to the goal has not been accessible, extrapolations have been applied in a conservative manner to determine indicative results. >> More information, including all ESG indices ratings, is available at www.haleon.com/our-impact/esg-reporting-hub >> More information on the Health Inclusivity Index is available at www.impact.economist.com/projects/health-inclusivity-index We continue to improve the data collection processes used to measure and track our Scope 3 emissions and virgin petroleum-based plastic footprint. We have updated our baseline year from 2020 to 2022, when we became a standalone business, as the 2022 data used to calculate and substantiate our packaging footprint and value chain emissions has greater availability and accuracy. Our virgin plastic reduction goal is calibrated considering limitations in the use of mechanically recycled plastic for healthcare products. We are working with suppliers to access bioplastics and chemically recycled resins suitable for healthcare products, whilst introducing mechanically recycled plastics in some product formats where permitted. 22 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| Our aims 2023 Performance1 Empower millions of people a year to be more included in opportunities for better everyday health, empowering 50 million people a year by 2025. 41m+ (2022: 22m+) Reduce our net Scope 1 and 2 carbon emissions by 100% by 2030 vs a 2020 baseline2. 48%reduction (2022: 44% reduction) Reduce our Scope 3 carbon emissions from source to sale by 42% by 2030 vs a 2022 baseline. 4% increase in our estimated Scope 3 emissions footprint Reduce our use of virgin petroleum-based plastic by 10% by 2025, and a third by 2030 vs a 2022 baseline3 . 3% increase in our estimated virgin petroleum-based plastic footprint Develop solutions for all product packaging to be recycle-ready by 2025, as part of our goal to make all packaging recyclable or reusable by 2030, where safety, quality and regulations permit. 70% recycle-ready packaging (2022: 65% recycle-ready) All key agricultural, forest and marine-derived materials used in our ingredients and packaging to be sustainably sourced and deforestation-free by 20304. 91% of palm oil derivatives (2022: 92% of palm oil derivatives) 48% of paper-based packaging In 2023, our Scope 3 emissions and virgin petroleum-based plastic footprints have increased in the reporting period due to a mixture of volume growth, inventory holding, and the mix of products sold. We remain confident in our future delivery based on our pipeline of reduction projects that will contribute towards achievement of these aims. We achieved our goal of producing one billion recycle-ready toothpaste tubes since their initial launch in 2020, two years ahead of our aim to achieve this by 2025. We are also driving global and local initiatives to collect, sort and recycle our packaging. In 2023, Haleon worked with Colgate-Palmolive, New Jersey-based Mazza Recycling and San Francisco-based AI company Glacier to improve the sorting of toothpaste tubes within waste at recycling centres in New Jersey, US. This is part of our larger industry combined efforts to increase recycling of toothpaste tubes. As part of our aim to source key ingredients and packaging materials more sustainably, we increased the number of materials in scope for sustainable sourcing reporting in 2023, with a focus on also increasing our percentage of sustainably sourced paper materials. As members of the Alliance for Water Stewardship (AWS), we are taking steps to enable more environmentally sustainable and socially equitable management of water. This includes certifying our manufacturing sites with the AWS certification by 2025 and aiming for water neutrality for sites in water-stressed basins by 2030. We achieved our first water neutral site and our first site recommended for AWS certification in 2023, at Cape Town, South Africa. 1 The 2023 reporting period for Scope 1 and 2 carbon emissions (market-based) and health inclusivity is 1 December 2022 - 30 November 2023. The 2023 reporting period for Scope 3 emissions, packaging and sustainable sourcing is 1 July 2022 – 30 June 2023. The 2020 and 2022 baseline reporting periods are the calendar years. The 2022 reporting period for Scope 1 and 2 carbon emissions (market-based) and health inclusivity is the calendar year, and for packaging and sustainable sourcing is 1 July 2021 – 30 June 2022. Scope 1, 2 and 3 emissions calculated in line with the GHG Protocol. Scope 1 and 2 are emissions from Haleon’s direct operations. Scope 3 includes all indirect emissions from Haleon’s value chain, and our source to sale commitments include GHG Protocol categories except 6, 7 and 10-15. 2 Calculated in accordance with methodology and data improvements and updated carbon emissions factors for our 2020 baseline, and so the 2022 value differs from the value disclosed in the 2022 Annual Report and Form 20-F. Our updated total scope 1 & 2 emissions (market-based) 2020 baseline is 96 thousand tonnes CO2 e, from the 89 thousand tonnes CO2 e reported in 2022. 3 Scope includes product packaging and some devices, including toothbrushes. The calculation is based on our internal manufacturing data and does not include data on third-party manufacturing. 4 Scope includes Haleon’s globally managed spend on key materials which are agricultural, forestry or marine-derived. Globally managed spend covers the majority of our internal spend and expands across some of our third-party manufacturing network. >> Further details are in our TCFD and SECR disclosures from pages 24 and 188, our principal risk related to ESG on page 56, and Notes 1 and 12 to the Consolidated Financial Statements on pages 123 and 133. Haleon Annual Report and Form 20-F 2023 23 Strategic Report Our approach to sustainability |
| Audit & Risk Committee Environmental & Social Sustainability Committee Remuneration Committee Environment Steering Committee Enterprise Risk and Compliance Committee Chief Executive Officer and Haleon Executive Team Haleon Board Sustainability Compliance and Risk Forum Our purpose underpins our drive to tackle carbon emissions. We aim to achieve net zero carbon emissions from source to sale by 2040 aligned to guidance from The Climate Pledge and Race to Zero. In accordance with TCFD guidance, we have conducted a comprehensive analysis to assess the risks and opportunities linked to climate change that may have an impact on our business. This statement highlights the most significant risks identified, along with any financial implications, and outlines the corresponding actions we are undertaking in response. Compliance statement In accordance with the FCA’s Listing Rule 9.8.6R(8), Companies Act 2006, S414CB(A1) and (2A), and the SEC’s Guidance Regarding Disclosure Related to Climate Change (2010), we present our TCFD compliance statement and confirm that we have made climate-related financial disclosure for the year ended 31 December 2023 which is consistent with the TCFD Recommendations and Recommended Disclosures, on pages 24 – 31. >> We also include further climate-related disclosures throughout the Annual Report, including information on our principal risk related to ESG on page 56, key performance indicators on pages 32-33, Notes 1 and 12 of the Financial Statements on page 123 and from page 133, and a breakdown of our GHG emissions on page 189. The Board takes overall accountability for risk and opportunity management, including climate change. The Board delegates specific matters related to climate change to subcommittees in the following ways: - The Environmental & Social Sustainability Committee (ESS) reviews progress against Haleon’s environmental and social governance (ESG) metrics and reviews delivery against its key environmental and net zero priorities. The Committee meets at least twice a year and is composed of three Non-Executive Directors. In their first meeting, the Committee received an ‘Education and Assessment’ session, facilitated by external experts, to evaluate Haleon’s responsible business strategy and goals, including those on climate. - The Audit & Risk Committee meets at least four times a year and oversees Haleon’s principal risks, including Haleon’s principal risk related to ESG, which covers climate change (page 56). - The Remuneration Committee meets at least four times a year and supports Haleon’s climate strategy by aligning Haleon’s Performance Share Plan with ESG performance via the ESG qualifier. This includes our Scope 1 and 2 decarbonisation commitment (page 83). Governance Governance over climate-related risks and opportunities is consistent with the governance structures in place across Haleon, comprising of the Board, Board subcommittees, executive and management-level governance committees, and specialist working groups (see diagram below, with arrows indicating flow of information). Task Force on Climate-related Financial Disclosures (TCFD) Our approach to sustainability continued 24 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| The Chief Executive Officer and the Executive Team are responsible for the delivery of Haleon’s responsible business strategy, and they are supported by various governance forums to monitor the climate strategy, including the management of climate-related risks and opportunities. - The Environment Steering Committee governs progress against Haleon’s environment strategy and commitments, including climate change commitments. The Committee meets at least quarterly and makes strategic recommendations on managing our environmental footprint for approval by the Executive Team and the Board. It also monitors climate-related risks and opportunities. It is chaired by the Vice President of Sustainability and Executive Team members include the Chief Corporate Affairs Officer, the Chief Supply Chain Officer, and the Chief R&D Officer. - The Enterprise Risk and Compliance Committee (ERCC) consists of members of the Executive Team and Heads of Audit and Risk, and of Ethics and Compliance. The ERCC meets quarterly and ensures that principal risks are managed effectively, reviewing them twice a year. This includes Haleon’s principal risk related to ESG, which covers climate-related risks (see page 56). The principal risk is owned by the Chief Corporate Affairs Officer and monitored through Haleon’s risk management framework, described from page 53. - Compliance and Risk Forums (CRF) are conducted by our functional teams, categories and business units, to embed risk management in day-to-day business operations. Membership includes the Vice President of Sustainability and members of the sustainability team. - Working groups in our global functions, global categories and business units integrate responsible business targets, principles and initiatives (including climate change) into Haleon’s strategic business planning process, capital planning and budgeting, evaluation of potential divestments or acquisitions, day-to-day responsibilities and metric management. Responsible business scorecards, at both enterprise-wide and business unit level, track in-year targets against our responsible business commitments, including targets tracking carbon emissions reduction. The ESS Committee and the Executive Team receive progress updates against these quarterly, including performance against our climate commitments, alongside other information as a tool to inform decision-making. Responsible business targets are tied to employee personal objectives and performance evaluations where relevant, including climate-related objectives for executive management. Executive remuneration incorporates specific responsible business-related KPIs. For the year ended 2023, this included climate-related objectives (see pages 33 and 88). Strategy and risk management Identifying, assessing, and managing climate-related risks The process for identifying, assessing and managing climate-related risks is consistent with Haleon’s four-step enterprise risk management process described from page 53. This ensures that accountability for the identification, assessment, mitigation and monitoring of risks is aligned with Haleon’s strategic objectives. At the corporate level, ESG and the integration of sustainability and climate-related risks into our Business and investment decisions was identified as a principal risk 56, reflecting the level of enterprise prioritisation. The Sustainability CRF leads the climate risk identification and assessment process, which is formally conducted on an annual basis. Risks are assessed by taking into consideration the likely impact (considering both financial and reputation impacts), the probability of the risk, and the controls that are in place to manage the risk, in line with Haleon’s risk management framework outlined from page 53. This helps to identify where management should focus its effort. Continuous evaluation and management of risk is embedded in our strategy to ensure an appropriate, measured and timely response. Risk owners are assigned to climate risks and continually monitor and assess each risk. A combination of internal knowledge and external factors, such as horizon scanning, legal and regulatory developments, and emerging climate science, are considered to determine whether to mitigate, transfer or accept climate-related risks. In some cases, it may be deemed appropriate to transfer the risk, for example by discharging costs or liability to another party in our value chain. Part of the risk assessment process is also acceptance: establishing a level of comfort with the risk, considering our existing control strategies, and considering them currently sufficient. The most significant climate-related risks and opportunities are described in detail on pages 27 to 31 along with our plans to manage these, with an impact summary on page 123. These are considered to have the most significant impact on our business, strategy and financial planning. Risk and mitigation plans undergo a formal review at least once a year. Haleon will conduct a climate-related risk and opportunity assessment using scenario analysis at least every three years. Haleon Annual Report and Form 20-F 2023 25 Strategic Report Task Force on Climate-related Financial Disclosures (TCFD) |
| Task Force on Climate-related Financial Disclosures (TCFD) continued Our approach to sustainability continued Our resilience to climate change As outlined in the climate-related risks on pages 27 – 31, the quantitative scenario analysis indicates that our business is not at high risk of significant financial impacts arising from climate-related risks in the short-term. Any climate-related risks with a medium-risk financial impact are either projected to occur in the long-term or have already been addressed through our mitigating actions. As a result, we do not anticipate the need for major changes to our strategy in order to respond to these risks. In the medium and long-term, we will need to consider transition risks. The transition to a low-carbon economy could have financial implications for Haleon, as consumer preferences shift towards sustainable products, potentially impacting our market share and brand reputation. Additionally, increased carbon taxes on emissions across our operations and supply chain could also have financial impacts. However, these risks can be mitigated if we achieve our carbon reduction targets for emissions across all scopes. We have already conducted life-cycle assessments for 11 key products to better understand and mitigate the risks associated with their life-cycle stages. You can read more in our Climate Action Transition Plan, which is consistent with the strategy outlined in this disclosure, and goes into further detail. In the long-term, we need to be aware of the impacts of physical risks. Our key facilities could be affected by flooding and heatwaves, leading to disruption and damage. While we already have a resilient sourcing strategy for these key crops, we need to continue monitoring the situation. The transition to a low-carbon economy also presents an opportunity for Haleon, as consumer preferences shift towards more sustainable products. In order to capitalise on this opportunity, we need to improve the sustainability of our products and make consumers aware of these changes through substantiated consumer messaging. See page 123 for more information on how the impact of climate change was considered in financial planning. Climate-related scenario analysis Climate-related scenario analysis is used to assess the potential impact of climate-related risks and opportunities. In 2022, we performed our first qualitative analysis which we refreshed in 2023, both qualitatively and quantitatively, to assess the risks and opportunities in greater detail and understand the impact of climate change on our existing business model. The results have been used to inform our strategy and financial planning, including updates to our underlying cash flows for our planned actions to meet our climate ambitions. We worked with a climate analytics company, Risilience, to quantify the potential financial impact of our physical and transition climate risks and opportunities. Risilience used a ‘Digital Twin’, which is a data-driven digital representation of our business and value chain. This used data from our business including current and approved financial projections, market breakdown, key facilities, raw materials and GHG footprint, to stress test and quantify the potential financial impact of climate risks and opportunities under different scenarios. The climate scenarios used as part of the analysis are outlined below. We also modelled a 2.5oC warming trajectory but are disclosing the results with the highest potential impact. Warming trajectory by 2100 Climate scenario Rationale behind climate scenario analysis selection 1.5°C Paris Ambition: Rapid transition to a low-carbon economy with orderly emissions reductions and rapid consumer preference change. Enables us to test our business strategy against the most optimistic scenario from a climate-transition perspective. Aligns with our target to be a net zero business by 2040, aligned to guidance from The Climate Pledge and Race to Zero. Aligns with TCFD and IPCC1 recommendations to include a 2°C or lower scenario, with 1.5°C scenario recommended as the ‘2°C or lower’, aligning with the latest scientific research from the IPCC. This scenario represents the ‘worst case’/highest potential for transition risk for our business. >4°C No Policy: Reversal of emissions reductions and abolishment of climate policy leading to extreme warming. Enables us to test business strategy against the worst-case scenario from a physical risk perspective. 在执行分析时进行了多项假设： -没有为任何情景 建模当前的缓解措施。 -所有情景都是独立建模的，即假设不同风险和机会之间没有相关性。 -没有 考虑实现机会所需的投资成本。 虽然许多情景模型和技术都很先进，但我们认识到这一领域的知识正在增长。 我们希望模型和途径会随着时间的推移而发展。模型也有 限制，并且在某些方面 建模具有挑战性。 此外，在某些情况下，不同的模型可能会产生不同的结果 。在这些情况下，我们已 考虑了不同的结果将如何影响我们的业务。 1我们使用IPCC代表集中路径(RCP)来评估实际气候风险。气候科学家通常使用RCP来评估物理气候风险，每条路径代表不同的温室气体浓度轨迹，然后可以转化为对全球变暖的影响。我们使用了世界气候研究方案耦合模型对比项目第六阶段(CMIP 6--空间分辨率调整和偏差校正)中的气候数据来进行这一转换。RCP用于气候、作物和洪水模型。RCP有四条途径，RCP8.5代表最坏的情况。 26 Haleon年度报告和Form 20-F 2023战略报告 |
| Impact of climate-related risks and opportunities and resilience of our strategy For 2023, we have updated the time horizons used to consider the impact of climate risks and opportunities. The length of the time horizons was reduced to allow greater alignment to modelling capabilities for quantitative scenario analysis and to reduce the risk of modelling uncertainties associated with using time horizons beyond 2050. This provides more accurate results compared to using longer time horizons and aligns with our business risk cycles, allowing us to use the analysis for strategic decision making. We define short, medium and long-term horizons as follows: - Short-term (0-4 years): aligns to our financial planning and risk management framework. - Medium-term (5-9 years): aligns to our interim Scopes 1, 2 and 3 emissions reduction targets of 2030. - Long-term (10+ years): aligns to our net zero target of 2040 and the UK Government’s net zero target of 2050. The following climate risks and opportunities have been identified as those with the potential to be significant to our business over the short, medium and long-term. For each risk and opportunity, further details are only provided for the scenario analysis with the most significant impact to Haleon. The risks and opportunities as presented integrated several components of TCFD: strategy, risks, and metrics and targets. Physical risks Risk Impact analysis Management of risk Impact of extreme weather events on operations and supply chain The revenue and cost impact of damage and disruption to key facilities from the following climate hazards: riverine, coastal and flash flooding, heatwaves, water stress, and temperate and tropical windstorms. Potential impacts included in our Paris Ambition (1.5°C) and No Policy (4°C) scenario analysis included: - Revenue disruption from the interruption of supply of electricity, gas and water, due to heatwaves and flooding. - Inefficiencies in production due to disrupted employee travel, e.g., caused by flooding. - Increased facility and operational down time, due to damaged transport infrastructure. - Direct damage to stock, buildings, and contents from flood and windstorms. Under a No Policy (4°C) scenario, the hazards with the greatest potential to impact our business are riverine and flash flooding, and heatwaves, over the long-term time horizon. Three of our sites, Guayama (Puerto Rico), Tianjin (China) and Dungarvan (Ireland), are at greatest risk of property damage from riverine flooding owing to their close proximity to rivers. Sites in the US, southern Europe and eastern China are located in regions that could experience a rapid increase in heatwave probability driven by global average temperatures and the likelihood of prolonged extreme temperature events. Heatwaves have the potential to cause disruption through interrupting our supply chain (such as from infrastructure damage to the road and rail network) as well as reducing the productivity of our workforce through human health impacts. The risk of water stress is considered to be low with 0.4% of annual revenue from our owned sites being potentially impacted in the long-term (by 2050). Assumptions: - 2023 financial values are kept constant up to 2050 and acute physical risk shocks were applied to these values. - The revenue share for our sites was assumed to be site revenue as a proportion of total revenue. The remaining revenue share was split proportionally across third-party manufacturers’ sites. - Meteorological conditions that could lead to water stress (i.e., severe drought) were considered. Local geological conditions were excluded from the analysis. Actions: - Production sites are included within a loss-prevention survey programme and are routinely visited to ensure appropriate resilience measures are in place, including flood, wind and storm protection. - Our manufacturing sites have emergency plans, disaster recovery plans, and business continuity plans (BCPs), which we continuously improve to further enable our sites to withstand extreme weather events. - Our BCPs include options for multiple sourcing for manufacturing of our products. This is achieved by using a combination of Haleon or third-party manufacturing organisations’ sites, spread across different geographies. - We conducted value-chain water footprint analysis to better understand potential water-related risks in specific geographies and prioritise actions. - All our manufacturing sites are implementing the AWS standard to address local water-related risks and opportunities. In 2023, our Cape Town site was recommended for certification; it also became water neutral following water replenishment activities, which began in 2022 with WWF South Africa. Metrics and targets: - All our manufacturing sites in water-stressed basins to be water neutral by 2030. We consider water neutral achieved when the amount of water replenished in the catchment exceeds the site’s water withdrawal. - AWS certifications at our manufacturing sites by 2025. - We aim to introduce additional metrics from 2024 to further track owned and third-party sites’ exposure to extreme weather events. Paris Ambition (1.5°C) S M L No Policy (4°C) S M L Financial impact of risk or opportunity Low risk Medium risk High risk Opportunity £10m-£40m £40m-£80m >£80m Key Time horizon for impact S Short-term M Medium-term L Long-term 0-4 years 5-9 years 10+ years Haleon Annual Report and Form 20-F 2023 27 Strategic Report Task Force on Climate-related Financial Disclosures (TCFD) |
| 气候相关财务披露特别工作组(TCFD)继续 实物风险继续 风险影响分析风险管理 由于 慢性天气影响 原材料供应减少 由于 气候变化 和降水模式变化导致的 气候变化对原料生产造成的财务影响 。分析时考虑了以下原材料：玉米、小麦、薄荷、棕榈油和大豆。 我们的巴黎雄心(1.5°C) 和无政策(4°C)情景分析中包括的潜在影响包括： -作物产量减少导致供需 影响和价格波动。 -供应短缺，可能会阻止或限制关键产品线的生产，并导致收入损失 -由于长期长期干旱影响作物供应和实施灌溉解决方案等适应措施 导致成本增加。 我们进行了情景分析，以评估长期气候变化对我们的主要作物造成的作物产量波动的财务影响。降雨量和温度的变化使用作物来源地点和作物脆弱性的数据进行了评估。还评估了热浪和干旱等突如其来的灾害对农作物的影响，考虑到此类事件的可能性很高或不断增加的来源地点。 在无政策(4°C)情景下，长期降水和温度模式的变化 可能会影响小麦 和玉米的来源，小麦在2023年至2050年期间经历了最大的 平均产量百分比下降，约为37%。我们这些作物的主要采购地区(法国、美国和英国)也可能受到极端天气事件的影响，如干旱或严重热浪事件，进一步减少作物产量。 在我们的口腔保健品中，玉米是关键成分。 然而，预计2050年对玉米产量的影响微乎其微，占2023年口腔保健品总收入的不到3%。 在无政策(4°C)的情况下，美国中部的某些地区可能会因为降水变化而导致玉米产量下降。 假设： -2023年的金融价值在2050年前保持不变，并对这些价值施加严重的物理风险冲击。 -气候条件对原材料供应的影响仅限于温度和降水。其他条件，如土壤质量，被排除在分析之外。 -收入影响是根据导致产量限制的作物减产来考虑的。分析中未考虑价格波动。 行动： -寻求评估用风险较低的替代品替代原材料的可行性，例如，用替代品取代玉米原料 以减少受产量和成本波动的影响。 -我们有强大的可持续采购 战略(参见第23页)。 -我们的采购战略涉及从不同地理位置的多个采购选项 ，并在 可行的情况下持有材料的安全库存。供应的连续性是我们采购团队的首要任务。 -Haleon已经定义并启动了其供应商 ESG期望，其中概述了我们为供应商设定的目标，例如要求 材料在相关情况下获得行业认可的 认证。 -可持续发展要求嵌入招标过程中。 指标和目标： -我们的所有主要农业、森林、对于这一目标范围内的关键材料供应链，我们尽可能使用公认的全球 认证计划，例如，可持续棕榈油圆桌会议 棕榈油衍生产品的质量平衡认证，以及森林管理委员会(FSC)和我们的纸质包装材料的 认可计划 。在不具备这些条件的情况下， 我们正在与独立专家 合作，根据每种材料的具体问题和机会，为 可持续采购定义明确的标准和流程。 巴黎雄心(1.5°C) S M L 没有政策(4°C) S M L 1范围包括海龙在农业、森林或海洋衍生的关键材料上的全球管理支出。全球管理支出覆盖了我们的大部分内部支出 并扩展到我们的一些第三方制造网络。 我们的可持续发展方法继续 风险或机会的财务影响 低风险、中等风险、高风险机会 GB 10M-GB 40M-GB 80M>GB 80M 影响的关键时间范围 S短期M中期L长期 0-4年5-9年10+年 28 Haleon年度报告和Form 20-F 2023战略报告 |
| Transition risks Risk Impact analysis Management of risk Policy: carbon pricing The financial impacts of carbon taxes on emissions across our operations and supply chain. Potential impacts included in our Paris Ambition (1.5°C) scenario analysis included the following (the No Policy (4°C) scenario was not relevant): - Direct increase to overhead costs from Scope 1 and 2 emissions (e.g., cost of electricity and fuel). - Increased cost of raw materials from upstream suppliers passing through increased costs from Scope 3 emissions. - Reduction in sales from passing the costs from carbon taxes on to consumers. Under a Paris Ambition (1.5°C) scenario where global carbon prices are expected to grow significantly from 2023, the potential impact is a medium risk if we do not reach our SBTi-aligned target for Scope 1 and 2 emissions. However, if we meet our SBTi target, the risk is significantly reduced as we aim to achieve at least 95% absolute Scope 1 and 2 emissions reduction by 2030 (vs a 2020 baseline). Indirect Scope 3 emissions account for the majority of our exposure to carbon costs, particularly upstream emissions associated with farming and processing, which could be passed on by our suppliers. We have limited ability to influence these costs as they will depend on the extent to which suppliers reflect carbon tax expenditure within prices. The risk of indirect Scope 3 costs will be greatly reduced if we are able to meet our commitment to reduce Scope 3 emissions by 42% by 2030 (vs a 2022 baseline) and deliver our net zero target by 2040, aligned to guidance from Race to Zero and Amazon Climate Pledge. Assumptions: - Business as usual emissions trajectory where emissions grow proportionally to revenue growth. - Linear trajectories were used between scenario data points to estimate climate pricing data for intervening years. - All global emissions are subject to carbon pricing and no border adjustments were included in the analysis. - No risk is assumed under a No Policy (4°C) scenario. This is due to this scenario representing a reversal of current policies including currently implemented carbon prices. - Carbon price used in the analysis (2027 weight average carbon price (USD/tonne): $83.45. Carbon prices used in analysis were collated from sources such as the IMF, IEA and NGFS. Actions: - Delivery of our carbon emissions reduction targets for Scopes 1, 2 and 3 carbon emissions as outlined in our Climate Action Transition Plan will mitigate our operations’ exposure to future carbon pricing and environmental taxation. - We work with our suppliers and through industry groups like Manufacture 2030 and Energize to help suppliers map their carbon emissions and take actions to reduce their carbon footprint. Metrics and targets: - Reduce absolute Scope 1 and 2 carbon emissions by 95% by 2030 vs a 2020 baseline. - Reduce Scope 3 carbon emissions from source to sale by 42% by 2030 vs a 2022 baseline1 . - Achieve net zero carbon emissions from source to sale by 2040, aligned to guidance from the Climate Pledge and Race to Zero1 . Paris Ambition (1.5°C) S M L No Policy (4°C) Not applicable 1 Our net zero and Scope 3 carbon emissions targets span carbon emission categories from source to sale (excluding GHG protocol categories 6, 7 and 10-15). Financial impact of risk or opportunity Low risk Medium risk High risk Opportunity £10m-£40m £40m-£80m >£80m Key Time horizon for impact S Short-term M Medium-term L Long-term 0-4 years 5-9 years 10+ years Haleon Annual Report and Form 20-F 2023 29 Strategic Report Task Force on Climate-related Financial Disclosures (TCFD) |
| Task Force on Climate-related Financial Disclosures (TCFD) continued Transition risks continued Risk Impact analysis Management of risk Changing consumer preferences The financial impact of taking no action towards the sustainability of our products, and consumer purchasing shifting towards more sustainable brands (e.g., products with less plastic or more recyclable packaging). Potential impacts included in our Paris Ambition (1.5°C) and No Policy (4°C) scenario analysis included: - Reduction in product sales and loss in market share. - Reputational damage and reduction in brand loyalty. Under a Paris Ambition (1.5°C) scenario, it is expected that consumers will rapidly shift towards more sustainable products. The unmitigated potential risk to our business is considered to be medium. The majority of potential revenue loss is driven by our Oral Health products which represent the largest share of total revenue. Oral Health product consumers in the US are likely to see a rapid shift towards more sustainable products. Assumptions: - Buying preferences will vary at differing rates across global regions. - To model demand shifts of our products, consumer-led demand for sustainable packaging was used as a proxy. - The risk was modelled under a scenario where we do not act to improve the sustainability of our products, in order to analyse the unmitigated impact of consumer demand shifts. Actions: - To meet or exceed the expectations of Haleon’s key stakeholders, including consumers, we are committed to deliver on our responsible business strategy and targets (page 23). - We have carried out life-cycle assessments for 11 key products to better identify the risks and opportunities across the life-cycle stages. - Haleon’s sustainability impact assessment tool enables our R&D teams to calculate, analyse and compare the impact of product and packaging design decisions on key environmental-impact parameters (including carbon footprint and packaging). - We are participating in externally verified sustainable choice ranges such as Amazon’s ‘Climate Pledge Friendly’ programme as well as making substantiated statements in relation to our products’ sustainability credentials. - With a focus on health inclusivity, our brands seek to tackle specific barriers that stand in the way of better everyday health. This includes empowering consumers and Health Professionals to better understand the impact of climate change on health and equip both with tools and solutions to manage and mitigate the impact on everyday health. Metrics and targets: - Haleon has set targets with an aim to respond to changing consumer preferences, for example our aims for 100% of product packaging to be recycle-ready by 2025 and recyclable by 2030 where safety, quality and regulations permit, and to reduce our use of virgin petroleum-based plastic packaging by 10% by 2025 and by a third by 2030 vs a 2022 baseline. See page 23 for our performance. Where relevant, we incorporate environmental credentials into consumer-facing statements or listings in retailers’ sustainable choices ranges. Paris Ambition (1.5°C) S M L No Policy (4°C) S M L Our approach to sustainability continued Financial impact of risk or opportunity Low risk Medium risk High risk Opportunity £10m-£40m £40m-£80m >£80m Key Time horizon for impact S Short-term M Medium-term L Long-term 0-4 years 5-9 years 10+ years 30 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| Transition opportunities Opportunity Impact analysis Management of opportunity Changing consumer preferences The financial impacts of taking action towards the sustainability of our products, and consumer purchasing shifting towards more sustainable brands (e.g., products with less plastic or more recyclable packaging). Potential impacts included in our Paris Ambition (1.5°C) and No Policy (4°C) scenario analysis included: - Changing consumer demand to low-carbon alternatives leading to a gain in market share and an increase in product sales. - Positive reputational impacts and increasing brand loyalty. The potential market opportunity for more sustainable products could be significant under a Paris Ambition (1.5°C) scenario, equating to 2.6% additional revenue in 2032, compared to baseline projected revenues. Consistent with the risk above, the greatest potential for upside is driven by our Oral Health products. The size of the potential opportunity decreases in the long term, as more products align with consumer preferences and take actions to meet future climate targets. Therefore, the opportunity reduces for product groups which have already seen a sustainable shift. Assumptions: - Buying preferences will vary at differing rates across global regions. To model demand shifts for Haleon’s products, consumer-led demand for sustainable packaging was used as a proxy. - The opportunity was modelled under a future where we work to improve the sustainability of our products in order to understand the potential financial gains that could be realised. Actions: - Our actions are consistent with management of the risk of changing consumer preferences. Metrics and targets: - Haleon has set targets with an aim to respond to changing consumer preferences, for example our aims for 100% of product packaging to be recycle-ready by 2025 and recyclable by 2030 where safety, quality and regulations permit, and to reduce our use of virgin petroleum-based plastic packaging by 10% by 2025 and by a third by 2030 vs a 2022 baseline. See page 23 for our performance. Where relevant, we incorporate environmental credentials into consumer-facing statements or listings in retailers’ sustainable choices ranges. Paris Ambition (1.5°C) S M L No Policy (4°C) S M L Metrics and targets We have made significant progress in establishing our standalone responsible business strategy as a separately listed company (following listing in July 2022). This has included the development of targets, associated delivery plans to meet targets, and performance and risk management forums and processes. As outlined in this disclosure, we have developed metrics alongside our scenario analysis which are used to monitor certain risks and opportunities. This includes cross-industry metrics and targets recommended by TCFD, which can be found mapped to risks and opportunities on pages 27-31, in key performance indicators on pages 32-33, in our Scope 1, 2 and 3 emissions set out in line with the UK Government’s guidance on Streamlined Energy and Carbon Reporting (SECR) on pages 188-189, and built into our ESG Qualifier as described on pages 33 and 83. In August 2023, the Science Based Targets initiative validated our near-term target to reduce absolute Scope 1 and 2 GHG emissions by 95% by 2030 from a 2020 base year4. We are also committed to reducing absolute Scope 3 GHG emissions from purchased goods and services, capital goods, fuel and energy-related activities, upstream transportation and distribution, waste generated in operations, upstream leased assets and downstream transportation and distribution by 42% versus our 2022 baseline within the same time frame. This target, based on its original 2020 baseline, was also validated by the Science Based Targets initiative. As described on page 22, we have updated the baseline year for our carbon Scope 3 and virgin plastic reduction goals from 2020 to 2022. We will re-submit our Scope 3 target with its updated 2022 baseline for revalidation this year. Our 2023 performance is described on pages 22-23. Performance against these targets, along with additional environmental metrics and reporting methodologies, can be found on our website. Priorities for 2024 After completing our quantitative scenario analysis at the end of 2023, our main focus for the upcoming year will be interpreting the findings and determining the appropriate mitigating actions and associated metrics and targets. In line with our journey to meet our net zero ambition, as published within our Climate Action Transition Plan, we continue to develop and refine metrics to track and manage our transition risks and opportunities. It is Haleon’s plan to continue to evolve on this journey and publish additional metrics in 2024. We will also continue to develop our Climate Action Transition Plan over time to include a costed plan for our transition. 4 The target boundary includes biogenic land-related emissions and removals from bioenergy feedstocks. >> More information on our Climate Action Transition Plan is available at www.haleon.com/our-impact/esg-reporting-hub Financial impact of risk or opportunity Low risk Medium risk High risk Opportunity £10m-£40m £40m-£80m >£80m Key Time horizon for impact S Short-term M Medium-term L Long-term 0-4 years 5-9 years 10+ years Haleon Annual Report and Form 20-F 2023 31 Strategic Report Task Force on Climate-related Financial Disclosures (TCFD) |
| We have several enterprise metrics monitoring performance across the business, from which we select our key performance indicators (KPIs). These are the most applicable in tracking our strategic performance, sustainability and commitment to our key stakeholders. The Board and Executive Team monitor our KPIs to ensure continued alignment to our strategy and, where applicable, they are linked to Executive Directors’ remuneration. Having demerged from GSK in 2022, we are still in the process of building up five years of data. >> See also the Directors’ Remuneration Report from page 80, and forward-looking statements on page 218. Strategic pillars 1 Increase household penetration 2 New and emerging opportunities 3 Strong execution and financial discipline 4 Responsible business Executive Director Remuneration Performance Share Plan Annual Incentive Plan 1 Organic revenue growth, adjusted operating profit, free cash flow and net debt are non-IFRS measures. Definitions and calculations of non-IFRS measures can be found from page 43. KPI Relevance and calculation Future focus Organic revenue growth1 1 2 3 Delivery on our 4-6% guidance. Measures the strength of our existing portfolio. Data is derived directly from our Financial Statements. Continue to deliver on our guidance prioritising driving growth from recently launched innovations. 2023 2020 2.8%2 9.0% 3.8%2 8.0% 2021 2022 Adjusted operating profit1 1 2 3 Continued profitable growth. Our adjusted operating profit is an important indicator of the strength of our business model. Data is derived directly from our Financial Statements. Drive positive operating leverage in the business whilst at the same time ensuring healthy investment to drive top-line growth. In 2024, this KPI will be replaced by organic profit growth to provide a more direct representation of the Company’s performance. 2023 2020 £2.1bn £2.5bn £2.2bn £2.5bn 2021 2022 Free cash flow1 3 A key component in measuring the viability of our business. Provides the business with capacity to invest in the business, pay down debt and make shareholder returns. Data is derived directly from our Financial Statements. Drive free cash flow through a combination of working capital management and efficiencies across the business. 2023 2020 £2.0bn £1.6bn £1.2bn £1.6bn 2021 2022 Net debt/adjusted EBITDA1 3 Achieve less than 3x net debt/ adjusted EBITDA during 20243 . Reducing our leverage strengthens our balance sheet and maintains our Investment-Grade credit rating. Data is derived directly from our Financial Statements. Operate a strong Investment-Grade balance sheet with medium-term leverage of c.2.5x net debt/adjusted EBITDA. In 2024, this will no longer be a KPI given expected delivery of less than 3.0x leverage during the year. 2023 3.6x 3.0x 2022 Business gained/maintained share 1 2 Drive market share gains through brand building, innovation and increased investment in A&P and R&D. The attractiveness of our products is key for all our stakeholders, giving them confidence in our ability to increase household penetration and capitalise on new and emerging opportunities. Based on Haleon’s analysis of third-party market revenue data, including IQVIA, IRI and Nielsen data. Ensure healthy investment in A&P through numerous media campaigns and drive innovation through investment in R&D. 2023 66% 58% 2022 Carbon reduction4 4 Reduce our net Scope 1 and 2 carbon emissions by 100%, versus our 2020 baseline by 2030. Decarbonising our operations is a key focus area and helps protect against climate-related transition risks. We track the percentage change in total tonnes of market-based net Scope 1 and 2 GHG emissions versus 2020. We are focused on addressing our remaining Scope 1 emissions by transitioning to renewable-energy-powered systems for heating and cooling. 2023 44% 48% 2022 Our key performance indicators 2 This footnote is intentionally left blank. 3 In February 2022, Haleon expected to reach leverage of less than 3x net debt/adjusted EBITDA by the end of 2024 (as presented at its Capital Markets Day). 32 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| KPI相关性和计算未来重点 可回收包装5 4到2025年为所有产品包装开发可回收解决方案， 作为我们目标的一部分，到2030年使所有包装可回收或可重复使用 其中安全、质量和 法规允许。 Haleon的一个关键优先事项和承诺 是发挥其作用，加快向循环经济的过渡。 我们跟踪市场上可回收包装的百分比 。 继续使用专为回收而设计的单一材料将我们的 包装过渡到可回收 格式。 鉴于我们的承诺 将于2025年完成，这将不再是2024年的KPI 。此KPI 将被以纯石油为基础的 塑料包装中的减少 所取代。 2023 65% 70% 2022性别多样性 4到2030年在全球领导角色中实现性别平等(48-52%)。 我们认为多样性是竞争优势的关键 来源，也是员工和投资者的重要考虑因素。 计算为自认为 为女性的员工占员工总数的百分比 Br}固定员工数量。 我们2024年的目标是45.5%， 我们通过 有针对性的计划努力实现这一目标，目标是确保我们的招聘、 流水线和开发 流程是无偏见的。 2023 43.7% 44.9% 2022员工敬业度 4建立一个员工 为工作感到自豪、感到鼓舞、 受到挑战、受到支持并具有 个人成就感的公司。 确保员工感受到Haleon 正在履行其核心敬业度 指标措施是我们长期成功的基础。我们在年度 员工调查中跟踪 对我们核心敬业度指标的回应。 继续关注 加强我们的工作 流程，以提高 生产力、实现更大的灵活性并提供更好的 绩效。计划包括 改善我们关于变化和未来方向的沟通 2023 80% 78% 2022自我们分拆以来取得了强劲的战略进展，Haleon审查了其关键绩效指标，因为许多目标都在交付的视线之内 。2024年，净债务/调整后的EBITDA将不再是关键绩效指标，因为预计2024年交付的杠杆率将低于3.0倍。 公司承诺保持投资级资产负债表，并在中期内以约2.5倍的净债务/调整后的EBITDA运营。此外，鉴于Haleon致力于积极的投资组合管理，以及最近宣布出售Lamisil和ChapStick，董事会现在将在有机的基础上考虑调整后的营业利润增长和调整后的营业利润率 (即排除收购和撤资的影响，并按不变货币计算)，这将更直接地反映公司的业绩。此外，从2024年起，我们将专注于以不变货币计算的调整稀释每股收益增长，以确保整个业务创造价值 。在负责任的业务中，鉴于我们对可回收包装的承诺将于2025年完成，我们将 以减少基于原始石油的包装来取代这一指标，这将作为海伦 2024-2026年度业绩分享计划(PSP)奖励的ESG限定值的一部分。 我们的高管董事2023年薪酬元素董事薪酬与 特定KPI的交付相关联，这些KPI被认为是评估业务业绩和我们对利益相关者承诺最相关的 。 ESG限定值 PSP为三个负责的业务KPI设置了具有阈值的ESG限定值 。如果有任何 未达到预期的阈值，则可对每个未达到预期的阈值应用最高10%的 归属级别降低。如果指标与基线相比是静态的或倒退的， 每项措施都可以将归属水平降低25%(即潜在的总体削减高达75%)。 绩效分享计划 50%与净债务/调整后的 EBITDA 50%与累计 自由现金流 年度激励计划 60%与有机的 收入增长 20%与调整后的营业利润挂钩 20%将 链接到单个业务 目标 4报告期从2022年12月1日至2023年11月30日。 碳抵消占我们基于市场的范围1和2碳排放的25%。 根据方法和数据改进计算，并更新了我们2020年基线的碳排放系数，因此2022年的结果与2022年年度报告和20-F表中披露的值不同。 5报告期为2022年7月1日至2023年6月30日。我们的词汇表中定义了6个领导角色。 Haleon年度报告和20-F 2023 33战略报告 我们的关键绩效指标 |
| 2023年业务回顾 首席财务官回顾 Tobias Hestler 首席财务官 我很高兴地报告2023年强劲的财务表现 证明了我们业务的 持续弹性。自2021年以来，该业务增加了18亿GB的 额外收入，10亿GB的调整后 毛利润和4亿GB的调整后 营业利润，推动了强劲的现金产生 。这意味着我们在2022年2月的资本市场日上实现了最初的杠杆率目标，比我们的预期提前了一年。因此，我们已 更新了我们的资本分配 优先事项，并计划在2024年通过回购将5亿GB返还给 股东。 Haleon现在正在变得更加灵活和以消费者为中心， 是领先的投资组合。在2023年期间，我们 检查了我们的流程，以确保 这些流程适合用途，并在必要时进行了重组。此外，我们 主动管理了我们的投资组合 ，并同意剥离Lamisil和 ChapStick，这将把更多的重点 转移到我们的关键增长领域。 我要感谢Haleon 所有人在整个业务中所做的所有努力。 盈利增长 2023年，我们报告的收入为113亿GB (+4.1%)，实现了8.0%的有机收入增长 。外汇交易使营收减少了3.8%，净并购减少了0.1%。我们看到了广泛的有机增长 展示了我们品牌的长期吸引力和地理足迹。 Our strong execution in market meant that we were able to increase prices to help offset inflationary cost pressures, whilst also preserving volume growth. Our growth was profitable, with operating profit of £1,996m (+9.4%) and adjusted operating profit up 10.4% at constant currency reflecting strong operating leverage across the business. This drove adjusted operating margin growth of 50bps at constant currency. Margin was down 20bps at actual exchange rates. EPS was 11.3p, and adjusted EPS was 17.3p, down 6.0% reflecting the annualisation of our interest charge given 2023 was our first full year as a standalone company. Investments We continued to ensure the business remains fully invested whilst being focused on cost discipline to deliver value. This included investments into our systems, processes and sales force. Our A&P spend was flat and up 3% at constant currency for the year. We drove further efficiencies in spend through agency consolidation and in-house production. Spend was targeted across advertising and expert engagement which delivered strong ROI. Advertising spend increased in key areas including Oral Health and VMS, and in important growth markets such as India and China. Adjusted R&D expenditure totalled £297m (2022: £303m), representing a healthy level of spend into innovation. Our gross capital expenditure was £336m (2022: £328m) with spend focused on sales and marketing, manufacturing sites and technology, particularly in automation. Becoming agile and consumer focused During the year, we announced a programme to increase agility and productivity across the business which will result in annualised gross cost savings of c.£300m, largely in 2024 and 2025. We are on-track to deliver this through initiatives including restructuring. As a result, a number of employees have left the business as we de-layer functions, increase the speed of decision making and route to market. Haleon is also focused on proactively managing its portfolio and will remain rigorous and disciplined where there are opportunities. During 2023, we disposed of Lamisil for £235m, and reached an agreement to sell ChapStick for approximately $430 million, and a passive minority interest in Suave Brands Company, allowing Haleon to participate in further value creation of the brand. Both Lamisil and ChapStick are strong brands in their own right, but divesting allows us to reduce complexity, accelerate revenue growth, reduce debt and drive shareholder returns. Driving shareholder returns Since demerger, our strong free cash flow generation has allowed us to reduce net debt by over £2bn, finishing the year at £8.5bn with over £1bn of cash on hand. Our debt is staggered and secured at attractive rates. During 2023, we repaid $300m of our 2024 notes, one year early. We next have $700m due in March 2024 with $1.75bn due in March 2025, both of which we expect to fund largely from our operational cash flows. Our leverage at the end of 2023 stood at 3.0x net debt/adjusted EBITDA. Hence, leverage of less than 3x is in sight to be achieved during 2024. Given this, we have updated our capital allocation priorities. Haleon is now targeting to operate at around 2.5x net debt/adjusted EBITDA over the medium term. Given these priorities, the Board has proposed a final dividend for 2023 of 4.2p per ordinary share and a total dividend of 6.0p per ordinary share, which represents approximately 35% of our 2023 adjusted earnings. As a result, since demerger, Haleon will have returned £0.8bn in dividends to shareholders. Going forward, Haleon expects to grow its ordinary dividend at least in line with adjusted earnings. In addition, we expect to allocate capital of £500m to share buybacks in 2024. This reflects expected savings from our productivity programme, cash proceeds from announced disposals and accelerated progress in de-leveraging. Looking ahead I am encouraged by the strength and resilience of our business model to deliver superior shareholder returns. There is more to do as we become more agile and consumer focused. Nevertheless, I am confident Haleon will deliver another year of strong performance. This, combined with our capital allocation framework, will drive value for all our stakeholders. 34 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| 收入 收入增长4.1%，达到113.02亿GB (2022年：108.58亿GB)。不利的外汇 对总收入造成3.8%的影响。这在很大程度上是由于英镑兑阿根廷比索、人民币和其他新兴市场货币走强。并购的净影响 主要来自于2023年11月完成的Lamisil的出售 。 2023年收入有机增长8.0%。 毛利润 报告毛利润增长2.6% 至67.47亿GB(2022年：65.77亿GB)，毛利率下降90个基点至59.7%。调整后的毛利为61.9%(2022年：62.4%)，按不变货币计算增长了3.4%或7.3%。 调整后的毛利是由定价和持续的供应链以及生产效率带来的好处推动的。这 帮助抵消了与大宗商品相关的较高成本和成本通胀，尤其是影响上半年业绩的 。 下半年，这些不利因素缓解，导致 调整后的毛利率在 第四季度实现增长。 营业利润 营业利润增长9.4%，至 GB 19.96亿GB(2022：1,825M)，营业利润率增长90个基点，至17.7% (2022：16.8%)。调整后的营业利润 增长3.1%，至25.49亿GB(2022： GB 2,472m)，按不变货币计算增长10.4%。 按不变货币计算的调整后营业利润增长是由强劲的 收入增长推动的，但部分被较高的应收账款支出以及对我们 系统、流程和销售队伍的投资所抵消。 此外，调整后的营业利润 受到大宗商品和 原材料成本上升以及成本通胀的影响。 净财务成本 净财务成本为3.68亿GB(2022年： 2.07亿GB)。这反映了 GB 4.02亿(2022年：GB 2.58亿)的财务成本，主要与 2022年3月发行92亿GB票据的年化利息和财务收入3400万GB(2022年：GB 51M)有关。 税费 法定税费为51700万GB(2022年： GB 499m)，按报告结果计算的实际税率为31.8%(2022年： 30.8%)。2023年的税费包括与集团内转账相关的 GB 1.55亿非现金费用。2022年税费 包括1.02亿GB的非现金费用，这是由于 美国递延税负债重估造成的，因为美国州税的混合税率因 分拆而增加。 调整后的税费为 GB 5.12亿(2022年：GB 5.06亿)，调整后的有效税率为 23.5%(2022：22.3%)。 税后利润和每股收益 利润本集团股东应占税后为GB 10.49亿 (2022年：GB 10.60亿)，调整后的股东应占税后利润 为16.07亿GB(2022年：17.0亿GB)，按AER计算下降5.5% ，按不变货币计算上升2.5%。 按不变汇率计算的增长是由调整后的营业利润增长10.4%推动的，但利息成本的年化和上述较高的税率部分抵消了这一增长。 这导致稀释后每股收益为11.3便士(2022：11.5便士)，调整后稀释后每股收益为17.3便士(2022：18.4便士)。 收入报表摘要 2023 GB m 20222 GB m%变化 收入11,302 10,858 4.1收入增长4.1%13.8% 有机收入增长1 8.0%9.0% 毛利润6,747 6,577 2.6调整后毛利润1 7,001 6，73.4营业利润1,996 1,825 9.4调整后营业利润1 2,549 2，43.1税前净财务成本(368)(207)77.8税前利润1,628 1,618 0.6调整后税前利润1 2,181 2,265(3.7) 本集团股东1,049 1,060(1.0) 本集团股东应占经调整税后溢利1 1,607 1,700(5.5) 每股普通股收益稀释(便士)11.3 11.5(1.7) 经调整1(便士)17.3 18.4(6.0) 1非国际财务报告准则的定义及计算见第43页。有关本集团截至2021年12月31日及2022年12月31日止年度的财务及营运表现讨论，请参阅第43页。参见2023年3月20日提交给美国证券交易委员会的Haleon 2022年年度报告和Form 20-F，36-45页。 3净并购(主要是出售拉米西尔)包括制造服务协议(MSA)的影响。 Haleon年度报告和Form 20-F 2023 35战略报告 2023年业务回顾 |
| 2023 Business review continued Geographical segment performance Revenue by geographical segment for the year ended 31 December Revenue (£m) Revenue change (%) 2023 2022 Reported Constant currency1 Organic1 Price1 Vol/Mix1 North America 4,195 4,116 1.9% 2.7% 2.7% 3.6% (0.9)% EMEA & LatAm 4,545 4,270 6.4% 12.4% 12.6% 12.8% (0.2)% APAC 2,562 2,472 3.6% 9.0% 9.0% 2.7% 6.3% Group 11,302 10,858 4.1% 7.9% 8.0% 7.0% 1.0% 1 Price and volume/mix are components of organic revenue growth. Definitions and calculations of non-IFRS measures can be found from page 43. Adjusted operating profit by geographical segment for the year ended 31 December Adjusted operating profit1 (£m) YoY change YoY constant currency1 2023 2022 2023 2023 Group operating profit 1,996 1,825 9.4% 19.1% Reconciling items between adjusted operating profit and operating profit2 553 647 (14.5)% (14.1)% Group adjusted operating profit3 2,549 2,472 3.1% 10.4% North America 1,107 1,070 3.5% 4.7% EMEA & LatAm 1,010 977 3.4% 12.6% APAC 541 506 6.9% 17.8% Corporate and other unallocated (109) (81) 34.6% 6.1% Group adjusted operating profit 2,549 2,472 3.1% 10.4% 1 Definitions and calculations of non-IFRS measures can be found from page 43. 2 Reconciling items for these purposes are the adjusting items, which are defined under Use of non-IFRS Measures. A reconciliation between operating profit and adjusted operating profit is included under Use of non-IFRS Measures. 3 On a segment basis, adjusted operating profit is the measure of segment profit or loss reviewed by the Company’s chief operating decision maker. Adjusting items are not allocated by segment, as these items are managed centrally by the Group, and therefore are not part of the measure of segment profit or loss reviewed by the Company’s chief operating decision maker. 36 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| 2023 Revenue North America 37% Geographical segment performance North America change (%) 2023 £m 2022 £m YoY Constant currency1 Organic1 Price2 Vol/Mix2 Revenue 4,195 4,116 1.9% 2.7% 2.7% 3.6% (0.9)% Adjusted operating profit1 1,107 1,070 3.5% 4.7% 4.8% n/a n/a Adjusted operating profit margin1 26.4% 26.0% 0.4% 0.5% 0.5% n/a n/a 1 Definitions and calculations of non-IFRS measures can be found from page 43. 2 Price and volume/mix are components of organic revenue growth. 3 In 2024, Haleon will consider organic profit growth as a KPI replacing adjusted operating profit; See page 33. Revenue was £4,195m (2022: £4,116m), a growth of 1.9% on a reported basis which included the negative effect of exchange rates of (0.8)%. There was no impact from net M&A. As a result, revenue grew 2.7% on an organic basis with +3.6% price and (0.9)% volume/mix. Excluding the impact of foreign exchange and net M&A, Oral Health revenue was up high-single digit in the year, with double digit growth in Sensodyne underpinned by strong performance from Sensodyne Pronamel Active Shield and Sensodyne Sensitivity & Gum. VMS declined mid single digit driven by weakness in the immunity subcategory resulting in a double digit decline in Emergen-C. Centrum declined low-single digit, largely driven by performance in the fourth quarter from retailer stocking patterns. Centrum Silver continued to see strong performance following the activation of cognitive function claims. Respiratory Health revenue grew high-single digit reflecting a strong cold and flu season at the start of the year combined with a normal seasonal sell-in and good consumption in the second half. Pain Relief grew low-single digit with strength in Excedrin and Voltaren partly offset by lower growth in Advil given the tough comparative from strength last year in Canada. Digestive Health and Other revenue was flat reflecting low-single digit growth in Digestive Health offset by a decline in Skin Health. Adjusted operating profit increased 3.5% at AER and 4.7% at constant currency driven by pricing, strong cost management and a one-time tax credit which more than offset significant cost inflation in material and labour costs across the region. Adjusted operating profit margin expanded 40bps at AER and 50bps at CER to 26.4%. Revenue growth 1.9% Organic revenue growth1 2.7% Organic profit growth3 4.8% Haleon Annual Report and Form 20-F 2023 37 Strategic Report 2023 Business review |
| 2023 Revenue EMEA & LatAm 40% 2023 Business review continued Geographical segment performance continued Geographically, Latin America, Middle East & Africa and Central and Eastern Europe all saw strong double digit revenue growth which was driven by price. Southern Europe was up high single digit with strength in Italy. Northern Europe was up mid-single digit with particularly strong performance in UK and recovered performance in Germany. Adjusted operating profit increased 3.4% at AER and 12.6% at constant currency driven by pricing and operational efficiency improvements that more than offset inflationary cost pressures. The impact of divestments was most pronounced in this region, negatively impacting adjusted operating profit growth by 80bps. Adjusted operating profit margin decreased by 70bps at AER to 22.2% and increased 10bps at CER. Revenue was £4,545m (2022: £4,270m), a growth of 6.4% on a reported basis which included the negative effect of foreign exchange (6.0)% and net M&A impact of (0.2)%. As a result, revenue grew +12.6% on an organic basis with +12.8% price and (0.2)% volume/mix. There was a c.3% impact to revenue from pricing in Turkey and Argentina, which impacted the overall Group by c.1%. Excluding the impact of foreign exchange and net M&A, Oral Health, Respiratory Health, Digestive Health and Other all grew double digit. In Oral Health, revenue was supported by double digit growth across all three Power Brands, Sensodyne, parodontax and Polident/Poligrip. VMS saw low-single digit growth with double digit growth in Centrum partly offset by a decline in some Local Growth brands. Pain Relief increased high-single digit driven by double digit growth in Panadol given strength in Northern and Central & Eastern Europe, and low-single digit growth in Voltaren due to good growth in Middle East & Africa and Southern Europe. Respiratory Health saw strong demand in Theraflu particularly in Central & Eastern Europe as well as double digit growth in Otrivin due to growth in Middle East and Africa and Central and Eastern Europe. In Digestive Health and Other, there was double digit growth in Digestive Health, Smokers Health and Skin Health. In Digestive Health, ENO was particularly strong, and in Skin Health Zovirax also saw strong growth. Europe, Middle East & Africa (EMEA) and Latin America (LatAm) change (%) 2023 £m 2022 £m YoY Constant currency1 Organic1 Price2 Vol/Mix2 Revenue 4,545 4,270 6.4% 12.4% 12.6% 12.8% (0.2)% Adjusted operating profit1 1,010 977 3.4% 12.6% 13.4% n/a n/a Adjusted operating profit margin1 22.2% 22.9% (0.7)% 0.1% 0.2% n/a n/a 1 Definitions and calculations of non-IFRS measures can be found from page 43. 2 Price and volume/mix are components of organic revenue growth. 3 In 2024, Haleon will consider organic profit growth as a KPI replacing adjusted operating profit; See page 33. Organic profit growth3 13.4% Organic revenue growth1 12.6% Revenue growth 6.4% 38 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| 2023 Revenue Asia Pacific 23% Geographically, performance was particularly strong in China, and up double digit given strength in Fenbid and Contac at the start of the year. India saw high-single digit growth driven by continued strong growth in Sensodyne. Australia and New Zealand was up mid-single digit underpinned by Panadol performance and South East Asia & Taiwan also saw mid-single digit growth. Adjusted operating profit increased 6.9% at AER and 17.8% at constant currency driven by positive operating leverage from strong revenue growth combined with operational efficiencies which more than offset inflationary cost pressure. Adjusted operating profit margin increased by 60bps at AER to 21.1% or 170bps at CER. Revenue was £2,562m (2022: £2,472m), a growth of 3.6% on a reported basis which included the negative impact of exchange rates of (5.4)%. As a result, revenue grew +9.0% on an organic basis with +2.7% price and +6.3% volume/mix. Excluding the impact of foreign exchange and net M&A, Respiratory Health and Pain Relief saw double digit growth. There was strong demand for Contac and Fenbid during the first half of the year, following the cessation of COVID-19-related lockdowns in China. Inventory in both these products were pro-actively managed in the second half of the year to normal pre-pandemic levels. In Pain Relief, performance was supported by Voltaren and Panadol with strong results in China and Australia respectively. Oral Health grew mid-single digit driven by mid-single digit growth in Sensodyne, with double digit growth in India and mid-single digit growth in China. parodontax also delivered double digit growth. VMS grew mid-single digit with Centrum and Caltrate both up mid-single digit. Digestive Health and Other increased mid-single digit. Asia Pacific (APAC) change (%) 2023 £m 2022 £m YoY Constant currency1 Organic1 Price2 Vol/Mix2 Revenue 2,562 2,472 3.6% 9.0% 9.0% 2.7% 6.3% Adjusted operating profit1 541 506 6.9% 17.8% 17.6% n/a n/a Adjusted operating profit margin1 21.1% 20.5% 0.6% 1.7% 1.6% n/a n/a 1 Definitions and calculations of non-IFRS measures can be found from page 43. 2 Price and volume/mix are components of organic revenue growth. 3 In 2024, Haleon will consider organic profit growth as a KPI replacing adjusted operating profit; See page 33. Organic profit growth3 17.6% Organic revenue growth1 9.0% Revenue growth 3.6% Haleon Annual Report and Form 20-F 2023 39 Strategic Report 2023 Business review |
| 2023 Business review continued Pain Relief Revenue was £2,652m (2022: £2,551m), a growth of + 4.0% on a reported basis which included the negative effect of exchange rates of (3.2)% and net M&A impact of (0.2)%. This resulted in 7.4% organic growth. Growth in revenue excluding the impact of foreign exchange and net M&A was driven by double digit growth in Panadol due to strength in Middle East and Africa and Australia supported by improved capacity. Voltaren grew mid-single digit with strong growth in the US, Central and Eastern Europe and Middle East and Africa. Advil grew low single digit and was impacted by more competitive market conditions in the second half of the year and a tough comparative from strong demand in Canada last year following the RSV surge and resulting surge in medication needs for children with Children’s Advil. Fenbid grew over 50% due to exceptional growth in H1 2023 due to the cessation of COVID-19 lockdown restrictions, with inventory levels normalising in H2. Revenue declined in Q4 due to lapping the tough comparatives for Fenbid given strong growth in the prior year as COVID-19 lockdowns ended in China. VMS Revenue was £1,640m (2022: £1,675m), a decrease of (2.1)% on a reported basis which included the negative effect of exchange rates of (3.0)%. This resulted in 0.9% organic growth. Growth in revenue excluding the impact of foreign exchange and net M&A was driven by low-single digit growth with double digit growth in Centrum partly offset by a decline in some Local Growth brands. Centrum increased mid single digit with LatAm and China both up double digit. This partly offset a slight decline in North America driven mainly by weakness in the first half of the year. Caltrate increased mid-single digit driven by a similar level of growth in China. As expected, Emergen-C declined double digit in North America given the immunity category reversion to pre-COVID-19 levels, although the brand saw improved performance in Q4 up low single digit in the region. Oral Health Revenue was £3,136m (2022: £2,957m), a growth of +6.1% on a reported basis which included the negative effect of exchange rates of (4.5)%. This resulted in 10.6% organic growth. Growth in revenue excluding the impact of foreign exchange was driven by Sensodyne with North America, Middle East and Africa, LatAm and India, all seeing double digit growth. Parodontax benefited from particularly healthy growth in Middle East and Africa and US. Denture Care growth was underpinned by strong performance from innovations such as Polident Max Hold+ and some recovery from the COVID-19 pandemic. Elsewhere, Aquafresh saw mid-single digit growth driven by strong execution in-market. Revenue by market category for the year ended 31 December Revenue (£m) Revenue change (%) 2023 2022 Reported Constant currency1 Organic1 Oral Health 3,136 2,957 6.1% 10.6% 10.6% VMS 1,640 1,675 (2.1)% 1.0% 0.9% Pain Relief 2,652 2,551 4.0% 7.3% 7.4% Respiratory Health 1,736 1,579 9.9% 13.7% 13.7% Digestive Health and Other 2,138 2,096 2.0% 6.0% 6.5% Group revenue 11,302 10,858 4.1% 7.9% 8.0% 1 Price and volume/mix are components of organic revenue growth. Definitions and calculations of non-IFRS measures can be found from page 43. Revenue by market category 40 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| Digestive Health and Other Revenue was £2,138m (2022: £2,096m), a growth of +2.0% on a reported basis which included (4.0)% negative effect of exchange rates and (0.5)% from net M&A. This resulted in organic growth of 6.5%. Revenue excluding the impact of foreign exchange, was driven by mid single digit growth across the three areas in this product category comprising c.50% Digestive Health, c.25% Skin Health and c.25% Smoking Cessation brands. Growth in Digestive Health was underpinned by strength in Tums, which was particularly strong in the fourth quarter following a recall in the same period in 2022. Eno also saw double digit growth that was partially offset by a decline in Nexium. In Skin Health, double digit growth in Bactroban was a key growth driver. Respiratory Health Revenue was £1,736m (2022: £1,579m), a growth of +9.9% on a reported basis which included the negative effect of exchange rates of (3.8)%. This resulted in organic growth of 13.7%. Growth in revenue excluding the impact of foreign exchange, resulted from a strong cold and flu season at the start of the year. Following a normal seasonal sell-in in Q3, cold and flu products saw low single digit organic growth in North America and double digit growth in EMEA & LatAm during the fourth quarter. Contac sales were particularly strong, mainly due to significant growth in China in H1 following the end of lockdowns at the end of 2022. Allergy sales grew low single digit for the year. Theraflu and Otrivin both increased double digit, with strength in Central & Eastern Europe and Middle East & Africa. Haleon Annual Report and Form 20-F 2023 41 Strategic Report 2023 Business review |
| Currency mix of net debt (including swaps) 1 includes £208m of net cash in other currencies USD 54% EUR 20% GBP1 11% CNH 15% Currency mix of total borrowings (as issued) USD 69% EUR 21% GBP 8% Other 1% 0 450 900 1350 1800 2024 2025 2026 2027 2028 2029 2030 2032 2034 2038 2052 Bond debt maturity profile (£m) USD EUR GBP 548 707 650 646 398 763 299 1,561 1,551 1,336 775 2022 2023 Net debt1 (£m) De-leveraging through a combination of net debt reduction and adjusted EBITDA growth Adjusted EBITDA1 (£m) 9,868 8,514 2022 2023 2,730 +4% (14)% 2,831 Net debt/ adjusted EBITDA1 2022 2023 3.6x 3.0x 2023 Business review continued Indebtedness, liquidity and financial risk management separation costs which were offset by a full year of interest costs and increased restructuring costs. Liquidity At 31 December 2023, the Group had total liquidity of £2,914m comprising £1,920m of bank facilities and £1,044m of cash and cash equivalents, less £50m of bank overdrafts. The Group has undrawn credit facilities of $1,300m (2022: $1,400m) with maturity date of September 2024 and £900m (2022: £1,000m) with maturity date of September 2026. As at 31 December 2023, no amounts were drawn under these facilities (2022: nil). The Group uses short-term financing to manage working capital requirements and has access to a $10,000m US commercial paper programme and a £2,000m Euro commercial paper programme. There was no commercial paper outstanding as of 31 December 2023 (2022: £302m). Management believes that the Group has sufficient working capital for present requirements and to minimise liquidity risk, the Group has policies to limit the amount of debt maturing in any year. In addition, policies require the Group to always maintain a minimum available liquidity, including undrawn revolving credit facilities and available cash, less commercial paper issued. Interest rate risk The Group’s strategic priorities are to minimise interest costs and minimise income statement volatility arising from interest rates. The Group has a policy to limit the amount of floating rate debt it holds to manage the amount of income statement volatility. The Group will regularly assess its interest rate profile in light of changes to market interest rates. At 31 December 2023, 77% of debt was fixed with the balance being exposed to floating rates. Foreign exchange translation risk The Group’s policy is to manage Group net debt such that the currency mix of debt broadly aligns with the currency mix of earnings, considering relative interest costs and practical implications. The currency mix of debt includes the impact of foreign exchange and cross-currency swaps. As at 31 December 2023, the Group’s long-term and short-term credit ratings were Moody’s: Baa1/P-2 and S&P: BBB/A-2. Total borrowings/profit after tax was 8.3x and net debt/adjusted EBITDA was 3.0x as at 31 December 2023. Haleon expects to operate with leverage of around 2.5x net debt/adjusted EBITDA over the medium term. Cash generation Net cash from operating activities totalled £2,100m in 2023 (2022: £2,063m). Free cash flow was £1,575m, a £4m decrease versus 2022, driven by an increase in operational cashflows and reduction in Indebtedness At 31 December 2023, the Group’s total borrowings were £9,456m (2022: £10,440m), and the Group’s net debt was £8,514m (2022: £9,868m). Long-term financing consists of $8,448m in USD bonds, as well as €2,350m Euro bonds and £700m GBP bonds issued in March 2022 under a £10,000m Euro Medium Term Note programme. $302m of bond debt was repaid early in 2023 using cashflows from operations. Bond financing includes the $700m USD bond due March 2024, now classified as short-term debt on the balance sheet. 1 Definitions and calculations of non-IFRS measures can be found from page 43. 42 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| Use of non-IFRS measures We use certain alternative performance measures (APMs) to make financial, operating, and planning decisions and to evaluate and report performance. We believe these measures provide useful information to investors and as such, where clearly identified, we have included certain alternative performance measures in this document to allow investors to better analyse our business performance and allow greater comparability. To do so, we have excluded items affecting the comparability of period-over-period financial performance. Adjusted results and other non-IFRS measures may be considered in addition to, but not as a substitute for or superior to, information presented in accordance with IFRS and may not be directly comparable with similar measures used by other companies. Additionally, we are unable to present reconciliations of forward-looking information for non-IFRS measures because we are unable to forecast accurately certain adjusting items required to present a meaningful comparable IFRS forward-looking financial measure. Adjusted results exclude net amortisation and impairment of intangible assets, restructuring costs, transaction-related costs, separation and admission costs, and disposals and others, in each case net of the impact of taxes (where applicable) (collectively, the adjusting items). We believe that adjusted results, when considered together with the Group’s operating results as reported under IFRS, provide investors, analysts and other stakeholders with helpful complementary information to understand the financial performance and position of the Group from period to period and allow the Group’s performance to be more easily comparable. Adjusted results include the benefits of restructuring programmes but exclude significant costs (such as significant legal, restructuring and transaction items). They should not be regarded as a complete picture of the Group’s financial performance, which is presented in the Group’s reported results. The exclusion of other adjusting items may result in adjusted results being materially higher or lower than reported results. In particular, when significant impairments, restructuring charges and legal costs are excluded, adjusted results will be higher than reported results. Adjusting items Adjusted results exclude the following items (net of the impact of taxes, where applicable): Net amortisation and impairment of intangible assets Net impairment of intangibles, impairment of goodwill and amortisation of acquired intangible assets, excluding computer software. These adjustments are made to reflect the performance of the business excluding the effect of acquisitions. Changes to APMs In 2023, we introduced organic operating profit growth as a new APM. Organic operating profit growth differs from our presentation of adjusted operating profit growth as it is further adjusted for the effects of acquisitions, divestments, MSAs, and exchange rates. Management believes that presenting organic operating profit growth contributes to the understanding of the Group’s performance in a meaningful and consistent way as well as aligning with our organic revenue growth measure. The new APM was effective from 1 January 2023 but we have presented alongside 2022 comparatives. Beginning in 2024, our organic revenue growth calculation will cap pricing in excess of 26 percent per annum for countries experiencing hyperinflation. For Haleon, this will apply to Argentina and Turkey. Corresponding adjustments will be made to all income statement related lines when calculating organic growth changes. Additionally, we are no longer presenting free cash flow conversion and net capital expenditure as APMs since they are simply a mathematical derivation of free cash flow in proportion to profit after tax and an aggregation of cash flow line items, respectively. Adjusted results Adjusted results comprise adjusted cost of sales, adjusted gross profit, adjusted gross profit margin, adjusted selling, general and administration (SG&A), adjusted research and development (R&D), adjusted other operating income/(expense), adjusted operating expenses, adjusted operating profit, adjusted operating profit margin, adjusted net finance costs, adjusted profit before tax, adjusted income tax, adjusted effective tax rate, adjusted profit after tax, adjusted profit attributable to shareholders and adjusted diluted earnings per share. Restructuring costs From time to time, the Group may undertake business restructuring programmes that are structural in nature and significant in scale. The cost associated with such programmes includes severance and other personnel costs, professional fees, impairments of assets, and other related items. Transaction-related costs Transaction-related accounting or other adjustments related to significant acquisitions including deal costs and other pre-acquisition costs when there is certainty that an acquisition will complete. It also includes costs of registering and issuing debt and equity securities and the effect of inventory revaluations on acquisitions. Haleon Annual Report and Form 20-F 2023 43 Strategic Report Use of non-IFRS measures |
| Use of non-IFRS measures continued Disposals and others Includes gains and losses on disposals of assets, businesses and tax indemnities related to business combinations, legal settlement and judgements, impact of changes in tax rates and tax laws on deferred tax assets and liabilities, retained or uninsured losses related to acts of terrorism, significant product recalls, natural disasters and other items. Separation and admission costs Costs incurred in relation to and in connection with separation, UK admission and registration of the Company’s ordinary shares represented by the Company’s American Depositary Shares (ADSs) under the US Exchange Act of 1934 and listing of ADSs on the NYSE (the US Listing). These costs are not directly attributable to the sale of the Group’s products and specifically relate to the foregoing activities, affecting comparability of the Group’s financial results in historical and future reporting periods. These gains and losses are not directly attributable to the sale of the Group’s products and vary from period to period, which affects comparability of the Group’s financial results. From period to period, the Group will also need to apply judgement if items of unique nature arise that are not specifically listed above. The following tables set out a reconciliation between IFRS and adjusted results for the year ended 31 December 2023: 2023 £m IFRS results Net amortisation and impairment of intangible assets1 Restructuring costs2 Transaction-related costs3 Separation and admission costs4 Disposals and others5 Adjusted results Revenue 11,302 - - - - - 11,302 Gross profit 6,747 224 26 - 4 - 7,001 Gross profit margin % 59.7% 61.9% Operating profit 1,996 224 169 2 120 38 2,549 Operating profit margin % 17.7% 22.6% Net finance costs (368) - - - - - (368) Profit before tax 1,628 224 169 2 120 38 2,181 Income tax (517) (53) (35) - (29) 122 (512) Effective tax rate % 31.8% 23.5% Profit after tax for the year 1,111 171 134 2 91 160 1,669 The following table shows the adjusting items to reconcile cost of sales to adjusted cost of sales: 2023 £m IFRS results Net amortisation and impairment of intangible assets1 Restructuring costs2 Transaction-related costs3 Separation and admission costs4 Disposals and others5 Adjusted results Cost of sales (4,555) 224 26 - 4 - (4,301) Cost of sales (4,555) 224 26 - 4 - (4,301) The following table shows the adjusting items to reconcile operating expenses to adjusted operating expenses among the relevant components thereof: 2023 £m IFRS results Net amortisation and impairment of intangible assets1 Restructuring costs2 Transaction-related costs3 Separation and admission costs4 Disposals and others5 Adjusted results Selling, general and administration (4,413) - 129 2 116 6 (4,160) Research and development (311) - 14 - - - (297) Other operating income/(expense) (27) - - - - 32 5 Operating expenses (4,751) - 143 2 116 38 (4,452) The following table shows the adjusting items used to reconcile diluted earnings per share to adjusted diluted earnings per share: 2023 £m IFRS results Net amortisation and impairment of intangible assets1 Restructuring costs2 Transaction-related costs3 Separation and admission costs4 Disposals and others5 Adjusted results Profit attributable to shareholders (£m) 1,049 171 134 2 91 160 1,607 Weighted average number of shares (millions) 9,263 9,263 Diluted earnings per share (pence) 11.3 1.8 1.4 - 1.1 1.7 17.3 1 Net amortisation and impairment of intangible assets: includes impairment of intangible assets of £185m and amortisation of intangible assets excluding computer software of £39m. 2 Restructuring costs: includes amounts related to business transformation activities. 3 Transaction-related costs: includes amounts related to acquisition of a manufacturing site. 4 Separation and admission costs: includes amounts incurred in relation to and in connection with the separation and listing of the Group as a standalone business. 5 Disposals and others: includes net losses on disposals of assets and businesses totalling £38m. The tax effect includes a £155m deferred tax charge related to intragroup transfers. 44 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| 下表列出了截至2022年12月31日的年度国际财务报告准则和调整后的结果： 2022 GB m 国际财务报告准则 结果 无形资产的净摊销 和减值 1重组 成本2交易相关成本3分离和 入股成本4处置 和其他5调整后的 结果 收入10,858--10,858-6,577 19-4-6,772毛利率%60.6%62.4% }营业利润1,825 172 41 8 411 15 2,472营业利润率%16.8%22.8% 净财务成本(207)-(207) 税前利润1,618 172 41 8 411 15 2,265所得税(499)(37)(7)(2)(55)94(506) 实际税率%30.8%22.3% 本年度税后利润1,119 135 34 6 356 109 1,759下表所示将销售成本与调整后的销售成本进行核对的项目： 2022 GB m IFRS 结果 无形资产的净摊销 和减值 1重组 成本2与交易相关的成本3分离和 入职成本s4处置 和其他5调整后的 结果 销售成本(4,281)172 19-4-(4,086) 销售成本(4,281)172 19-4-(4,086) 下表显示了调整后的销售成本在相关的 组成部分中，将运营费用与调整后的运营费用进行核对： 2022 GB m IFRS 结果 无形资产的净摊销 和减值 1重组 成本2与交易相关的成本3分离和入账 成本4处置 和其他5调整后的 销售，一般和行政(4,483)-25 8 407 44(3,999) 研发(300)-(3)--(303) 其他营业收入/(费用)31-(29)2营业费用(4,752)-22 8 407 15(4,300) 下表显示了用于将稀释后每股收益与调整后稀释后每股收益进行调整的项目： 2022 GB m IFRS 结果 净摊销 无形资产的重组及减值 成本2交易相关成本3分拆及入股成本4处置 及其他5经调整 结果 股东应占利润(GB M)1,060 135 34 6 356 109 1,700加权平均每股收益(百万)9,239 9,239稀释后每股收益(便士)11.5 1.4 0.4 0.1 3.8 1.2 18.4 1除电脑软件外的无形资产摊销及减值：包括1.29亿GB的无形资产减值及4300万GB的无形资产摊销。2重组成本：包括与业务转型活动相关的金额。3与交易有关的成本：包括与收购制造场地有关的金额。4离职及入职费用：包括与本集团作为独立业务分拆及上市有关的款项。5处置和其他：包括处置资产和业务变更的净收益，总计2000万GB，由其他项目抵消，包括与PPI诉讼有关的拨备。税收影响包括1.02亿GB的递延税费，这与美国递延税项负债的重估有关，这是由于分拆后预计将适用的美国州税混合税率的提高。 Haleon年度报告和Form 20-F 2023 45战略报告 非IFRS措施的使用 |
| Use of non-IFRS measures continued The following tables set out a reconciliation between IFRS and adjusted results for the year ended 31 December 2021: 2021 £m IFRS results Net amortisation and impairment of intangible assets1 Restructuring costs2 Transaction-related costs Separation and admission costs3 Disposals and others4 Adjusted results Revenue 9,545 - - - - - 9,545 Gross profit 5,950 8 44 - - - 6,002 Gross profit margin % 62.3% 62.9% Operating profit 1,638 16 195 - 278 45 2,172 Operating profit margin % 17.2% 22.8% Net finance costs (2) - - - - - (2) Profit before tax 1,636 16 195 - 278 45 2,170 Income tax (197) 8 (36) - (47) (197) (469) Effective tax rate % 12.0% 21.6% Profit after tax for the year 1,439 24 159 - 231 (152) 1,701 The following table shows the adjusting items used to reconcile cost of sales to adjusted cost of sales: 2021 £m IFRS results Net amortisation and impairment of intangible assets1 Restructuring costs2 Transaction-related costs Separation and admission costs3 Disposals and others4 Adjusted results Cost of sales (3,595) 8 44 - - - (3,543) Cost of sales (3,595) 8 44 - - - (3,543) The following table shows the adjusting items to reconcile operating expenses to adjusted operating expenses among the relevant components thereof: 2021 £m IFRS results Net amortisation and impairment of intangible assets1 Restructuring costs2 Transaction-related costs Separation and admission costs3 Disposals and others4 Adjusted results Selling, general and administration (4,086) - 150 - 278 76 (3,582) Research and development (257) 8 1 - - - (248) Other operating income/(expense) 31 - - - - (31) - Operating expenses (4,312) 8 151 - 278 45 (3,830) The following table shows the adjusting items used to reconcile diluted earnings per share to adjusted diluted earnings per share: 2021 £m IFRS results Net amortisation and impairment of intangible assets1 Restructuring costs2 Transaction-related costs Separation and admission costs3 Disposals and others4 Adjusted results Profit attributable to shareholders (£m) 1,390 24 159 - 231 (152) 1,652 Weighted average number of shares (millions) 9,235 9,235 Diluted earnings per share (pence) 15.1 0.2 1.7 - 2.5 (1.6) 17.9 1 Net amortisation and impairment of intangible assets: includes impairment of intangible assets of £12m, reversal of impairment of £36m and amortisation of intangible assets excluding computer software of £40m. 2 Restructuring costs: includes amounts related to business transformation activities. 3 Separation and admission costs: includes amounts incurred in relation to and in connection with the separation and listing of the Group as a standalone business. 4 Disposals and others: includes net gains on disposals of assets and businesses totalling £31m, offset by tax indemnities related to business combinations and other expense items totalling £76m. Income tax includes a £164m tax credit related to an uplift of the tax basis of certain intragroup brand transfers. 46 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| 不变货币 集团的报告货币为英镑 英镑，但集团重大的国际业务导致了汇率的波动。 为了抵消外汇影响， 为了更好地说明每年业绩的变化 ，集团 讨论其结果时，使用的是‘AS 报告基准’或实际汇率(AER)(当地货币结果 按现行外汇汇率折算为英镑)和使用 不变货币汇率(CER)。 要按不变货币计算结果 ，上一年度汇率用于重述当年的比较。 集团运营的主要市场的主要货币和相关汇率如下所示。 平均汇率：2023 2022 2021美元/GB 1.24 1.24 1.38欧元/GB 1.15 1.17 1.16元/GB 8.81 8.31 8.86有机收入增长和 有机营业利润增长 我们的有机增长指标采用了我们的 调整后的结果，进一步排除了撤资、收购、 与撤资和关闭生产基地有关的MSA，以及从一个时期到下一个时期的外汇汇率变动的影响 。集团 相信讨论有机收入 增长和有机营业利润 增长有助于理解集团的业绩和趋势 ，因为它允许以有意义和一致的方式进行收入和营业利润的同比 比较。 有机指标计算期间至 期间如下：使用上一年汇率 重述本年度的比较： -本年度有机指标不包括在本会计期间内收购的品牌 或企业的收入和营业利润。 -本年度有机指标不包括在前一年1月1日至收购完成之日 内收购的品牌或企业的收入和营业利润。 -上一年度有机指标不包括与被剥离的品牌或企业有关的 收入和营业利润或 从处置或关闭完成前12个月起至上一会计期间结束为止的当前会计期间内关闭的 。 -上一年有机指标不包括在上一会计期间内全部剥离或关闭的品牌或企业的 收入和营业利润。 -上一年度和本年度有机 措施不包括与撤资和关闭生产有关的可归因于MSA的收入和营业利润 发生在本年度或前一年的站点，每一个都是有机的 调整。进行这些调整是因为这些协议在性质上是过渡性的，对于生产站点关闭，包括 在生产站点关闭前几个月收入和可归因于 MSA的营业利润逐渐减少的斜坡期。 要计算这段时间的有机增长， 上一年的有机措施减去本年度的有机措施，再除以上一年的有机 措施。 按单个地理分区的有机收入增长按价格和数量/组合变化进行了进一步讨论， 定义如下： -价格：定义为可归因于该期间 价格变化的 收入变化。价格不包括 由于(I)期间销售的产品数量和(Ii) 期间销售的产品的构成 对有机收入增长的影响 。价格的计算方法是当前 年净价减去上一年净价 乘以当年销量。 净价是扣除任何交易、现金或交易量后的销售价格 在销售点可以可靠地估计的折扣 。增值税和 其他销售税不包括在净价中。 -数量/组合：定义为可归因于在此期间销售的产品数量和构成的变化导致的收入变化 。 Haleon年度报告和Form 20-F 2023 47战略报告 使用非IFRS衡量标准 |
| 继续使用非国际财务报告准则计量 下表将报告的收入增长和报告的营业利润增长分别与有机收入增长和有机营业利润增长进行了协调。 北美地区 EMEA和 拉美地区总计 2023年与2022年(%) 收入增长1.9 6.4 3.6 4.1有机调整-0.2-0.1汇率的影响0.8 6.0 5.4 3.8有机收入增长2.7 12.6 9.0 8.0价格3.6 12.8 2.7 7.0数量/组合(0.9)(0.2)6.3 1.0北美 欧洲、中东和非洲地区和 拉美地区 公司 和其他 未分配总额 2023与2022(%) 营业利润增长-9.4调整项目-(14.5) 调整后营业利润增长3.5 3.4 6.9 34.6 3.1汇率的影响1.2 9.2 10.9(28.5)7.3调整后的营业利润利润增长(CER)4.7 12.6 17.8 6.1 10.4有机调整0.1 0.8(0.2)-0.4有机营业利润增长4.8 13.4 17.6 6.1 10.8北美 EMEA& LatAm亚太地区总计 2022 vs 2021(%) 收入增长16.8 10.1 15.4 13.8有机调整0.3 0.9(1.0)0.2汇率的影响(11.2)(0.1)(3.8)(5.0) 有机收入增长5.9 10.9 10.6 9.0价格2.9 6.4 2.6 4.3数量/组合3.0 4.5 8.0 4.7 48 Haleon年度报告和表20-F 2023战略报告 |
| 北美 欧洲、中东和非洲地区及其他地区 公司 及其他 未分配总额 2022与2021(%) 营业利润增长-11.4调整项目-21.2调整后营业利润增长29.2 1.8 9.8 5.2 13.8汇率影响(17.9)(0.6)(4.2)5.2(7.8) 调整后营业利润增长(CER)11.3 1.2 5.6-6.0有机调整0.2 1.3(3.4)-(0.1) 有机营业利润增长11.5 2.5 2.2-5.9北美 欧洲、中东和非洲地区和 LatAm亚太地区总计 2021与2020(%) 收入增长(6.7)(4.5)4.3(3.5) 有机调整2.4 3.4 2.0 2.7汇率影响5.6 4.6 2.8 4.6有机收入增长1 1.3 3.5 9.1 3.8价格2.2数量/组合1.6北美 欧洲、中东和非洲地区 公司和其他 未分配总额 2021与2020(%) 营业利润增长-2.5调整项目-12.2调整后的营业利润增长(7.7)12.0 22.336.3 4.7汇率影响6.5 7.6 2.9 3.6 6.4调整后营业利润增长(CER)(1.2)19.6 25.2 39.9 11.1有机调整7.1 3.1 4.7-5.3有机营业利润增长5.9 22.7 29.9 39.9 16.4 1截至2020年12月31日的年度有机收入增长不包括2020年1月1日至2020年7月31日期间作为辉瑞交易一部分收购的品牌的收入并包括2020年8月1日至2020年12月31日期间这些品牌的应占收入。这两个时期的销售模式受到新冠肺炎疫情的实质性影响 ，前一时期的销售增长是由消费者加速购买推动的，而后一时期的消费和销售增加则受到消费者库存减少以及感冒和流感发病率疲软的负面影响。 Haleon年度报告和Form 20-F 2023 49战略报告 非国际财务报告准则的使用 |
| 继续使用非国际财务报告准则衡量标准 市场类别 口腔健康VMS Pain Relief Respiratory Health Digestive Health和 其他总数 2023年与2022年(%) 收入增长6.1(2.1)4.0 9.9 2.0 4.1有机调整--0.2-0.5 0.1汇率的影响4.5 3.0 3.2 3.8 4.0 3.8有机收入增长10.6.9 7.4 13.7 6.5 8.0口腔健康VMS Pain Relief Respiratory Health Digestive Health和 其他总额 2022 vs 2021(%) 收入增长8.6 11.6 14.0 39.5 7.4 13.8有机调整(0.3)(0.2)(0.4)-2.2 0.2汇率的影响(2.7)(6.4)(4.7)(6.9)(6.7)(5.0) 有机收入增长5.6 5.0 8.9 32.6 2.9 9.0口腔健康VMS Pain Relief Respiratory Health Digestive Health和 其他总收入 2021年与2020年(%) 收入增长(0.8)0.5 2.1(12.8)(9.8)(3.5) 有机调整-03 0.3 6.4 7.6 2.7汇率效应5.2 3.4 4.1 4.6 5.3 4.6有机收入增长1 4.4 4.2 6.5(1.8)3.1 3.8 1截至2020年12月31日的年度，有机收入增长不包括在2020年1月1日至2020年7月31日期间作为辉瑞交易的一部分收购的品牌应占收入，并包括2020年8月1日至2020年12月31日期间这些品牌应占收入。这两个时期的销售模式受到新冠肺炎疫情的实质性影响，前一时期的销售增长是由消费者加速购买推动的，而后一时期的消费和销售增加则受到消费者库存减少以及感冒和流感发病率疲软的负面影响。 50 Haleon年度报告和Form 20-F 2023年战略报告 |
| 经调整EBITDA 经调整EBITDA按除所得税、财务 收入、财务费用、调整项目 (定义见第43页)、物业、厂房及设备折旧及使用权折旧、电脑软件摊销、物业减值、厂房及设备减值、使用权资产及 电脑软件减值净额等税后溢利 计算。调整后的EBITDA不反映现金支出，或未来资本支出或合同承诺的需求。此外， 调整后的EBITDA不反映营运资本需求的变化或现金需求，虽然折旧和摊销是非现金费用，但正在折旧和摊销的 资产可能在未来被替换， 调整后的EBITDA不反映此类替换的现金 需求。 调整后的EBITDA消除了因资本结构变化(影响净财务成本)而导致的 业绩差异， 税务状况(例如可用来抵扣 应纳税利润的净营业亏损)、有形资产的成本和使用年限(影响相对折旧 费用)以及无形资产的可识别程度(影响相对 摊销费用)。因此，我们 相信调整后的EBITDA提供了 有用的信息来了解和评估本集团的经营业绩。 本年度的税后利润与截至2023年12月31日的年度的调整后EBITDA之间的对账，2022年12月31日和2021年12月31日提供如下： GB m 2023 2022 2021税后利润1,111 1,119 1,439增加：所得税517 499 197减少：财务收入(34)(51)(17) 增加：财务支出402 258 19营业利润1,996 1,825 1,638无形资产净摊销和减值224 172 16重组成本169 41 195与交易相关的成本2 8- 分离和接纳成本120 411 278处置和其他38 15 45调整后的营业利润2,549 2,472 2,172厂房和设备152 142 139增加：使用权资产折旧49 38 35增加：计算机软件摊销69 64 54增加：财产、厂房和设备减值、使用权和计算机软件减值冲销净额 12 14 13调整后EBITDA 2,831 2,730 2,413 Haleon年度报告和Form 20-F 2023 51战略报告 非IFRS措施的使用 |
| 继续使用非国际财务报告准则计量 自由现金流量 自由现金流量计算为净现金 来自经营活动的流入加上来自出售无形资产的现金， 出售财产、厂房和设备以及收到的利息，减去用于购买无形资产的现金流出 购买房地产、厂房和设备， 对非控股权益的分配 和支付的利息。 我们认为自由现金流对 投资者有意义，因为它是衡量本集团产生的可用于 分红、偿还债务 或为本集团的战略举措提供资金(包括收购)的 资金。列报自由现金流量的目的是显示 在考虑到 维持本集团资本及营运 结构所需的现金支出(以支付利息、公司税及资本支出的形式)后，本集团控制范围内持续产生的现金 。 将截至2023年12月31日止年度经营活动的现金净流入调整为自由现金流量，2022年12月31日和2021年12月31日提供如下： GB m 2023年2022年2021年经营活动现金净流入2,100 2,063 1,356购买财产、厂房和设备(234)(304)(228) 出售财产所得，厂房和设备--12购买无形资产(102)(24)(70) 出售无形资产所得246 36 137减少：分配给非控股权益(58)(48)(35) 减少：支付利息(404)(163)(15) 增加：收到利息27 19 16自由现金流量1,575 1,579 1,173净债务 期末净债务按短期借款(包括银行透支和短期租赁负债)计算， 长期借款(包括长期租赁负债)，及衍生金融 负债减去现金及现金等价物 及衍生金融资产。 我们分析推动 净负债变动的主要现金流量项目，以了解 及评估现金表现及使用情况，以最大限度地提高所分配资源的效率。 分析 净负债中的现金变动可让管理层更清楚地 确定在偿还本集团的 债务后仍可供分配的 营运产生的现金水平。此外，投资者还使用净债务与调整后EBITDA的比率， 分析师和信用评级机构分析我们在目标财务杠杆的背景下的经营业绩。 截至2023年12月31日和2022年12月31日的净债务与不同资产负债表项目的对账如下： GB m 2023年2022年短期借款(656)(437) 长期借款(8,800)(10,003) 衍生金融负债(190)(206) 衍生金融资产88 94现金和现金等价物净债务(8,514)(9,868) 52 Haleon年度报告和Form 20-F 2023战略报告 |
| Accountability to stakeholders for organisational oversight Board Board Committees Audit & Risk | Environmental & Social Sustainability Nominations & Governance | Remuneration Enterprise Risk & Compliance Committee Risk management at Haleon Three lines Leads and directs actions and applications of resources to achieve the objectives of the organisation Expertise, support, monitoring and challenge on risk-related matters Independent and objective assurance and advice on all matters related to the achievements of objectives Business units Functions Enterprise Risk Management Expert Risk & Control Functions Internal Audit 1 2 3 First line Second line Third line Top down Internal inputs - Board/Board Committees - Enterprise Risk & Compliance Committee - Annual enterprise risk assessment - Internal data and insights - Strategic objectives - Internal audit outcomes Bottom up External inputs - Expert risk & control functions - Business unit and function ongoing risk/control strategy review - Business unit and function annual risk assessment - UK Corporate Governance Code, laws and regulations - External partners - External audit outcomes Our approach to risk We understand the challenges and uncertainties we face and take a proactive approach to risk management to maximise opportunities, drive informed commercial decision-making, and protect our people and assets. Risk management framework At Haleon, management of risk is firmly embedded in our strategy to achieve our long-term goals. We have a diverse range of risks and have appropriate processes and tools to identify risks before they materialise. We have simplified and embedded the risk management framework within the strategy and planning cycle, which ensures accountability for the identification, assessment, mitigation and monitoring of risks aligned with our strategic objectives. The framework supports information flow and open communication between the Board, the Audit & Risk Committee (ARC), the Executive Team, our functions, business units, markets and sites. Our framework defines the essential elements of the Group’s approach to risk management and compliance programmes, ensuring risks associated with conducting business activities are effectively controlled, in line with the Board’s risk appetite and compliance with regulatory requirements. The framework is aligned to the three lines model which assigns roles and responsibilities for the management of risks within Haleon. Risk governance The Board has ultimate accountability for managing the Group’s risks and setting our risk appetite in line with our strategic objectives. The Board ensures appropriate oversight through various mechanisms, including strategy meetings, management reports and reviews of selected risk areas. To assist the Board in discharging its responsibilities, the ARC is responsible for reviewing and assessing the effectiveness of the Group’s risk management and internal control systems, covering the Group’s enterprise risks, financial and operational controls and procedures. Control strategy Management action and reporting Risk identification Assessment of residual risk and prioritisation Haleon Annual Report and Form 20-F 2023 53 Strategic Report Our approach to risk |
| 我们的风险处理方法持续了 ，并对业务造成了不利影响 。Haleon还面临其他企业 风险，这些风险是我们作为 集成风险管理框架的一部分进行管理的 ，包括健康和安全、产品 质量、产品用户安全、财务、 以及法律和合规性。 我们的主要风险与前一年保持不变 ，没有以任何特定顺序列出，也没有包含与业务相关的风险的 详尽列表。虽然已对这些风险进行了可靠的评估，但董事会不知道或评估为不太重大的其他 风险也可能出现 我们的主要风险 我们的主要风险是我们的企业风险的子集，并被 董事会认为是本集团面临的最重大风险 ，包括那些 可能对我们的业绩和/或声誉产生重大影响，并可能威胁我们的长期业务模式或流动性的风险。 2023年的年度企业风险评估(ERA)包括风险调查和与董事会、执行团队和业务部门总经理的 面谈，以识别和评估当前和 正在出现的风险，并为2024年的内部审计计划提供信息。ERA结果还反映了我们认为与每个企业风险相关的影响 和可能性是增加还是减少。 自上而下的过程由水平扫描补充 以识别外部 趋势，来自组织各级风险审查会议的意见和意见 帮助我们识别机会和/或新出现的风险。 ERA结果已与ARC和董事会共享，以确认主要风险并就集团2024年的风险 管理优先事项达成一致。 这些治理论坛为 ERCC提供了对风险和问题的自下而上的看法，并监督了 关键风险的管理方式。开放的 沟通和充分的报告 仍然是确保Haleon的 领导者保持健全的风险文化 并随时了解情况，以便迅速做出决定和采取有意义的行动的关键因素。 每个业务部门和职能部门的年度管理确认审查 确保关键风险得到很好的管理，并且 纠正和预防措施 到位以解决任何重大差距。 评估风险 我们不断评估变化的环境带来的 风险，以确保 适当、通过考虑潜在影响和最可能出现的情况，衡量并及时做出反应。 执行团队由审计与风险、道德与合规负责人 组成企业风险与合规委员会(ERCC)。ERCC 每季度召开一次会议，确保风险 得到充分管理，并在整个集团范围内有效地部署风险 管理框架。ERCC 讨论企业和新兴风险， 审查行业趋势、监管 发展、备受瞩目的事件 和关键审计结果。每个企业 风险归ERCC成员所有，该成员 负责设计和实施风险缓解策略，并定期向ARC和ERCC报告风险更新。 在职能、业务单位、市场和站点级别，定期风险审查会议 确保对风险进行更详细的审查，并确保战略优先事项的运作。 主要风险和 链接到战略描述和风险开发 我们的成功 取决于我们识别 和探索业务 机会以实现有机 增长的能力。 由于战略和/或财务规划不足、缺乏创新，未能实现我们的中期有机增长目标 执行不力可能会 侵蚀股东价值并损害我们的声誉。 考虑到某些类别的渗透率有限 以及消费者医疗保健与 消费者医疗保健的契合度 消费者的需求和社会人口趋势将继续在全球和本地层面吸引竞争对手， 潜在的增长空间将继续吸引全球和本地的竞争对手。 这使我们面临产品组合与消费者需求或需求不一致的风险，以及 创新不响应竞争对手产品的风险， 消费者偏好或市场结构的变化。 此外，增加客户集中度的风险， 市场整合和销售渠道结构的变化可能导致定价和利润率面临越来越大的压力。 从2022年开始，这种风险保持不变。 >>另请参阅第8页上的我们的业务模型。 趋势关键 增加风险 降低风险 不变 新风险 战略关键 提高家庭渗透率 利用新的和正在出现的机会 3保持强大的执行力 和财务纪律 4经营负责任的业务 12 54 Haleon年度报告和Form 20-F 2023战略报告 |
| 趋势关键 增加风险 降低风险 不变 新风险 战略关键 增加家庭渗透率 利用新的和新兴的机会 3保持强大的执行力 和财务纪律 4经营负责任的业务 1 2主要风险和 链接到战略描述和风险开发 3 4人和 组织 人才吸引和留住是 Haleon成功的关键 我们的运营结构的有效性。 无法吸引，在竞争激烈的市场中培养和留住多样化的熟练员工，以适应未来的 组织，这可能会影响我们实现 战略目标的能力。 如果我们不执行有效的人才管理 流程，包括职业发展和激励员工 敬业度，我们将无法成功地建立 强大的雇主品牌，并最终影响我们拥有一支充分发挥其潜力的员工的能力。 未能追求适合未来的员工，快节奏环境中的高效组织 可能会损害我们目标的实现 。 从2022年起，这一风险保持不变。 >>另请参阅第18页中的我们的文化和人员部分。 2 4值得信赖的配料 Haleon的品牌 必须向消费者反映 值得信赖的科学 和配料 。 由于没有追求一流的科学，或者没有监控和响应新兴的配料数据和消费者的变化， 失去了客户的信心 }对产品成分的看法可能会对我们的品牌和声誉产生负面影响。 监管和公众对安全的审查，保健产品中配料的功效、纯度和潜在的环境影响仍然是重点关注的领域。 未能积极监控配料相关风险并 应对新兴配料法规和行业及市场趋势可能会对我们的业务和声誉造成负面影响。我们的优先领域包括：负责任的 处理环境中的活性药物成分的实践 ；适当使用包括纳米材料的二氧化钛 ；以及监测我们产品中可能形成亚硝胺的 。我们采取这些 负责任的商业行动，以确保我们的产品在按照指导使用并符合 现有法规的情况下是安全的。 这一风险在2023年有所增加，反映了来自政府、监管机构、非政府组织和消费者对消费者保健产品中成分的安全性和有效性的压力和审查的迅速增加。 >>Haleon可能会因实际或感知的产品质量或其他与产品相关的问题而承担责任或被迫召回产品。请参阅第196页。 >>有关更多信息，请参阅www.haleon.com/our-impact/environment/sourcing-trusted-ingredients-sustainably Haleon年度报告和表20-F 2023 55战略报告 我们的风险管理方法 |
| 我们的风险应对方法继续 主要风险和 链接到战略描述和风险开发 1 2 3 4供应链 弹性 对我们供应链的持续挑战 我们的产能测试我们的 弹性，以确保我们满足不断增长的 客户需求。 由于外部或内部因素或能力不足导致我们的全球采购和供应网络中断或受限，导致无法满足消费者的 需求和所需的服务水平。 最终-端到端供应链也受到大宗商品和能源成本上涨的影响，仍然是重点关注的领域。 这一风险在2023年有所增加，主要是预期持续和潜在的地缘政治因素和环境因素的影响。 2 4环境、社会和治理 可持续性和与气候相关的风险 融入我们的业务和投资决策。 如果不能应对现有和正在出现的环境、社会和治理风险，可能会严重损害我们的声誉，导致重大财务损失。 负责任的业绩对我们的投资者、客户、消费者和员工。 我们部分依赖基础设施变化和外部因素来实现我们的目标。重要的 依赖因素包括：全球能源供应转向可再生能源的速度；回收行业 开发回收小型材的技术；可获得可靠且可持续的来源或回收材料；以及快速变化的监管和立法环境。 气候变化的不确定性质、政府反应和消费者行为带来了额外的 挑战和机遇。 虽然我们继续在快速变化的外部报告和监管环境中运营，但风险从2022年起保持 不变。 >>另请参阅第22页中我们对可持续性的方法， 包括我们的TCFD披露。 战略重点 增加家庭渗透率 利用新的和新兴的机会 3保持强大的执行力 和财务纪律 4经营负责任的业务 1 2趋势关键 增加风险 降低风险 不变 新风险 56 Haleon年度报告和Form 20-F 2023战略报告 |
| Principal risk and link to strategy Description and risk development 4 Cyber-security Haleon’s operations depend on robust and secure IT systems and information management. Major disruption to our IT systems, including through cyber attacks, could materially impact our operations, harm our reputation and lead to significant financial losses. We see cyber attacks increasing in scope, scale and sophistication as geopolitical competition and conflict mounts. As our activities rely on digital services, such adversity could disrupt our global business, our research and development, supply chain and sales, and ultimately impact our results and reputation. The likelihood of such threats continues to be on the rise due to our public profile, use of third parties who support various activities, the increasingly dynamic geopolitical situation and our manufacturing processes relying on end-of-life equipment for some critical processes. Thus, cyber-security continues to be a key risk and we respond accordingly. This risk has increased since 2022 due to an increase in cyber attacks, phishing incidents and enhancements needed to Haleon’s infrastructure in order to comply with the US National Institute of Standards and Technology Cybersecurity Framework (NIST CSF). 2 3 4 Geopolitical instability Changes in the geopolitical landscape are continuously monitored. Failure to monitor and respond to the increasing geopolitical tensions destabilising key markets can impair our ability to deliver our growth and strategic objectives, leading to commercial, financial and reputational losses, challenging the exchange of products and services, and restricting the movement of talent. Increased sanctions, other supranational guidelines and the imposition of tariffs raise our risk profile and could lead to severe trade disruptions, cash flow constraints, and restricted opportunities for strategic growth. International cooperation remains under pressure, including the increasingly complex political relationship between China and the US, our two largest markets, which may hinder the prospects of current trade deals and increase retaliation. This risk has increased in 2023 as a result of increasing protectionist policies. Looking forward into 2024, it is expected to be an important year with many countries around the world heading into government elections. Trend key Increasing risk Decreasing risk Unchanged New risk Strategy key Increase household penetration Capitalise on new and emerging opportunities 3 Maintain strong execution and financial discipline 4 Run a responsible business 1 2 Haleon Annual Report and Form 20-F 2023 57 Strategic Report Our approach to risk |
| Our approach to risk continued Emerging risks Emerging risks are uncertainties or potential disruptors that have not yet crystallised into specific risks and whose potential impact is difficult to predict. They are reviewed by the Board alongside our enterprise risks. >> See also our culture and people, approach to sustainability (including our TCFD disclosure), Audit & Risk Committee Report and risk factors sections on pages 18, 22, 72 and 193. Emerging risk and link to strategy Description and risk development Outlook 2 3 4 Macroeconomic uncertainty Haleon’s operations benefit from a stable macroeconomic environment. Macroeconomic uncertainty represents challenging conditions that affect the economies where we operate. For instance, significant increases in energy costs and inflationary pressures, including materials, wages and transportation costs, may adversely impact consumer behaviours and our cost structure. The continuation of higher interest rates could result in higher financing costs and cash outflows. Changes to fiscal and monetary policies may lead to unexpected tax exposures for the Group. Fluctuations between trading currencies introduce exposure to transactional and translational currency risks. Macroeconomic volatility in key markets remains on the horizon for 2024. We remain proactive and vigilant in monitoring the financial conditions and assessing the potential impact of these scenarios on our business model and financial targets. 2 3 4 Mass Generative AI Haleon could utilise AI in a controlled, and risk-conscious manner to find efficiency gains or add new business capabilities. AI has the potential to both significantly disrupt the industry within which we operate and create opportunities to drive competitive advantage. Adoption of AI within the business is still at nascent stages with regulatory guidelines still evolving. Unclear use of AI may cause a misalignment with the organisation’s culture, generate unreliable outputs and may also impact potential business growth. AI capabilities and expectations continue to grow rapidly. We are actively monitoring the progress in this area including changes to the regulatory landscape and continue to assess AI’s impact on Haleon and Haleon’s AI adoption goals. Strategy key Increase household penetration Capitalise on new and emerging opportunities 3 Maintain strong execution and financial discipline 4 Run a responsible business 1 2 Trend key Increasing risk Decreasing risk Unchanged New risk 58 Haleon Annual Report and Form 20-F 2023 Strategic Report |
| Viability statement The assessment considered the Group’s prospects related to revenue, operating profit and free cash flow. The Directors considered the maturity dates for the Group’s debt obligations and its access to public and private debt markets, including its committed credit facilities. The Directors also carried out a robust review and analysis of the principal risks facing the Group, including those risks that could materially and adversely affect the Group’s business model, future performance, solvency and liquidity. Stress testing was performed on a number of scenarios, including the potential impact of severe but plausible scenarios over the viability period for each potential combination of principal risks identified below. In total, four individual scenarios have been created incorporating a In accordance with Provision 31 of the 2018 UK Corporate Governance Code, the Directors have assessed the viability of the Group by considering the activities and principal risks together with factors likely to affect the Group’s future development, performance, financial position, cash flows, liquidity position and borrowing facilities, as described in the Annual Report. The Directors’ assessment of viability has been made over a three-year period, which corresponds to the Group’s planning cycle. Additionally, the Directors believe this presents the readers of the Annual Report with a reasonable degree of confidence over the period assessed. combination of principal risks, with a fifth collective scenario, which combines all the individual scenarios. Mitigating actions for such scenarios include reducing A&P spend, reducing capital spend, pausing M&A activity and cancelling shareholder dividends. Based on the assessment described above and considering the Group’s current financial position, debt maturity profile, stable cash generation, access to liquidity, geographic diversification and lack of concentration of supply, the Directors have a reasonable expectation that the Group is well positioned to manage principal risks and potential downside impacts of such risks materialising. As a result, the Directors expect that the Company will be able to continue in operation and meet its liabilities as they fall due over the assessment period. Scenario modelled Key assumptions Link to principal risks Scenario 1: A climate event results in a major manufacturing site shutdown for 18 months, causing disruption to the supply chain increasing commodity, freight and labour costs and a Group-wide cyber event which would cause lost sales for two weeks. - Decrease in net revenue and gross profit as a result of a loss of product sales. - Increase in commodity, freight and labour costs of other manufacturing sites. - Supply chain resilience. - Trusted ingredients. - Environmental, social and governance. - Cyber-security. Scenario 2: No sales price increases or volume growth over the forecast period across all product categories to reflect slower economic growth and competitor activity. - No price increases and forecasted growth, with a corresponding impact on cost of goods sold due to lower volumes. - Growth model. - Geopolitical instability. - Macroeconomic uncertainties (emerging risk). Scenario 3: Inability to access capital market, inflationary pressure, foreign currency volatility, interest and tax risks, and geopolitical risks. - Failure to further issue commercial paper. - Double interest costs on floating rate debt bonds. - Depreciation of major local currencies where the Group generates its profits by 5% against pound sterling. - No revenue and operating profit generated from countries involved in armed conflict across the plan period. - Geopolitical instability. - Macroeconomic uncertainties (emerging risk). Scenario 4: A significant incident that leads to a product recall and reputational damage for a key brand resulting in nil sale of products from this brand for six months. - 75% decrease in sales and operating profit for a Power Brand for six months. - Significant legal fine (5% of group turnover) - Write off all inventories relating to the product of the above Power Brand. - Additional investment in A&P to rebuild the brand. - Growth model. - Supply chain resilience. - Trusted ingredients. Scenario 5: Combination of all the above scenarios together with mitigating actions that could reasonably be implemented. - Reduced A&P spend, reduced capital spend, and cancellation of shareholder dividends. - All the above. Haleon Annual Report and Form 20-F 2023 59 Strategic Report Viability statement |
| 合规声明 第172节声明 有关董事如何考虑2006年《公司法》第172(1)(A)至(F)节规定的事项的详细信息可以在报告中找到 ，包括但不限于，主席声明和首席执行官对第4页和第5页的审查，第18页的文化和人员 ，以及我们从第22页开始对可持续发展的方法。第69页提供第172节说明。 非财务和可持续性信息说明 非财务和可持续性信息，包括对政策、尽职调查流程、结果和风险的描述，以及 机会的说明，如下所述。内部验证和披露控制适用于这些领域涵盖的所有 信息。我们与气候有关的财务披露载于TCFD披露第24至31页，对于(H)项，也在第32页，188和189。 >>有关我们负责任的业务保证活动的更多信息，请参见www.haleon.com/our-impact/esg-reporting-hub A商业模式描述 我们的商业模式8环境问题 我们的可持续性方法22气候相关特别工作组 财务披露24我们的主要业绩指标32我们的风险方法53环境和社会可持续性委员会报告77注1一般信息： 气候变化的影响123注12财产，工厂和设备：气候变化的影响133精简能源和 碳报告188员工事项 我们的主要利益相关者10我们的文化和人民18我们的主要绩效指标32我们的风险方法53第172条声明69员工参与度70董事薪酬报告80杂项报告 要求187社会问题我们的可持续性方法22环境和社会可持续性 委员会报告77人权 我们的文化和人民20反腐败和反贿赂 我们的文化和人民20审计和风险委员会报告72政策，尽职调查和结果 我们的风险方法53可行性声明59审计和风险委员会报告72非金融关键绩效指标 我们的关键绩效指标32环境www.haleon.com/our-impact/environment www.haleon.com/who-we-are/Governance/codes-policies-and-standards www.haleon.com/who-we-are/our-policy-positions www.haleon.com/our-impact/esg-reporting-hub Employees www.haleon.com/our-impact/upholding-our-standards www.haleon.com/who-we-are/Governance/codes-policies-and-standards www.haleon.com/who-we-are/our-policy-positions www.haleon.com/our-impact/gender-pay-gap www.haleon.com/our-impact/esg-reporting-hub Social Matters和业务行为www.haleon.com/our-impact/upholding-our-standards www.haleon.com/Who-we-are/Governance/codes-policies-and-standards www.haleon.com/who-we-are/our-policy-positions www.haleon.com/our-impact/esg-reporting-hub Human权利与现代奴隶制www.haleon.com/our-impact/upholding-our-standards www.haleon.com/who-we-are/Governance/codes-policies-and-standards www.haleon.com/our-impact/esg-reporting-hub 我们的现代奴隶法声明可以在www.haleon.com的资源下找到 董事会于2024年3月15日批准了第2至60页的《反腐败和反贿赂www.haleon.com/who-we-are/Governance/codes-policies-and-standards The战略报告》。 阿曼达·梅勒 公司秘书 我们的主要政策和定位声明，包括我们的行为准则可以在Haleon的网站上找到： 60 Haleon年度报告和Form 20-F 2023战略报告 |
| Corporate Governance Contents Our Board of Directors 62 Our Executive Team 64 Letter from the Chair 66 Governance structure 67 Board activities 68 Section 172 statement 69 Workforce engagement 70 Board development, effectiveness and performance 71 Audit & Risk Committee Report 72 Environmental & Social Sustainability Committee Report 77 Nominations & Governance Committee Report 78 Directors’ Remuneration Report 80 Compliance with the UK Corporate Governance Code 96 Centrum Centrum is a leading global multivitamin brand, with a range of specially crafted formulations backed by over 40 years of nutritional science. In 2023, the brand launched an award-winning campaign for Centrum Silver, leveraging the results of a study completed with COSMOS that showed the tablets can improve cognitive function and episodic memory for those aged 65+. The image shown above is taken from the Centrum ‘You Did It’ campaign. Corporate Governance Haleon Annual Report and Form 20-F 2023 61 |
| Board composition Chair 1 Executive Directors 2 Independent Non-Executive Directors 6 Non-Executive Directors 2 Ethnicity White 9 Mixed/Multiple ethnic groups 2 Gender Men 6 Women 5 Board and Committee membership key: Committee Chair A Audit & Risk E Environmental & Social Sustainability N Nominations & Governance R Remuneration Our Board of Directors Chair and Executive Directors Sir Dave Lewis Chair N Appointed: 23 May 2022 Skills and experience: Dave was Group Chief Executive of Tesco plc from 2014 until September 2020. Prior to joining Tesco, he spent 28 years at Unilever plc, holding a variety of leadership roles in Europe, Asia and the Americas, including President Americas and Global President for Personal Care. Other significant appointments: - PepsiCo Inc. (Non-Executive Director) - World Wildlife Fund UK (Chair) Brian McNamara Chief Executive Officer Appointed: 23 May 2022 Skills and experience: Brian joined GSK’s Consumer Healthcare business as Head of Europe and the Americas in 2015. He was previously at Novartis AG where he held senior leadership roles, including serving as OTC Division Head and as a member of the Novartis Executive Committee. He began his career at Procter & Gamble, where he gained extensive experience in product supply, brand marketing, and customer leadership. Other significant appointments: - The Consumer Goods Forum (Board Member) - Mondelēz International, Inc. (Non-Executive Director) Tobias Hestler Chief Financial Officer Appointed: 23 May 2022 Skills and experience: Tobias joined GSK’s Consumer Health Joint Ventures as CFO in 2017. He has previously held a number of local and global finance leadership roles at Novartis in the US and Europe, culminating in the position of CFO at Sandoz, the generics division of Novartis AG. Other significant appointments: - No external appointments Independent Non-Executive Directors Manvinder Singh (Vindi) Banga Senior Independent Non-Executive Director (SID) A N R Appointed: 18 July 2022 Skills and experience: Vindi spent 33 years at Unilever plc, culminating in becoming President of the Global Foods, Home and Personal Care businesses and executive board member. He has subsequently held a range of non-executive directorships, including at GSK plc (as Senior Independent Director), Marks & Spencer plc (as Senior Independent Director), the Confederation of British Industry (CBI) and Thomson Reuters Corp. Other significant appointments: - Clayton Dubilier & Rice LLC (Operating Partner) - UK Government Investments Limited (Chairman) - Marie Curie Trust (Chairman) Tracy Clarke Independent Non-Executive Director A E N R Appointed: 18 July 2022 Skills and experience: Tracy held a range of senior executive positions during her 30-year tenure at Standard Chartered Bank, where her last role was Private Bank CEO and Regional CEO, Europe & Americas. Tracy’s prior non-executive roles include Chair of the Remuneration Committees of Sky plc and Eaga plc and Remuneration Committee member of Inmarsat plc. Other significant appointments: - TP ICAP Group plc (Non-Executive Director and Remuneration Committee Chair) - Starling Bank Limited (Senior Independent Director and Remuneration Committee Chair) Deirdre Mahlan Independent Non-Executive Director A N R Appointed: 18 July 2022 Skills and experience: Deirdre is a qualified accountant and held a number of senior finance and general management roles during her 27-year career at Diageo, including President, Diageo North America and Chief Financial Officer of Diageo plc. Prior to Diageo, she held senior finance roles in Joseph Seagram and Sons, Inc. and PwC. Deirdre was a Non-Executive Director of Experian plc from 2012 to 2022. Other significant appointments: - Duckhorn Portfolio, Inc. (Interim President, Chief Executive Officer and Chair) - Kimberly-Clark Corporation (Non-Executive Director) The detailed breakdown of gender and ethnic representation as required by the Listing Rules is shown on page 79. 62 Haleon Annual Report and Form 20-F 2023 Corporate Governance |
| 技能和经验(不包括执行董事) 此表显示了每项相关skill/experience. Consumer Healthcare International Supply chain Technology Digital/innovation Regulatory Finance M&A/transformation Sustainability/ responsible业务的董事人数 员工参与度 治理/投资者 7 5 9 3 1 2 3 3 7 5 5 5独立非执行董事 Marie-Anne Aymerich 独立非执行 董事 E 任命：2022年7月18日技能和经验：玛丽-安妮 之前在联合利华(英国)领导全球口腔护理类别 她在那里开发了一个新的 高端品牌组合。在此之前， 玛丽-安妮是路威酩轩集团迪奥香水和美容业务的品牌总经理 。 在加入路威酩轩集团之前，玛丽-安妮 是联合利华法国家庭护理和个人护理业务的董事经理。 其他重要任命： -皮埃尔·法布雷集团 (非执行董事) -圣马丁学院 (托管人， 提名委员会成员) Vivienne Cox夫人 独立非执行董事 董事 A E R 任命时间：2022年7月18日：Vivienne 在BP plc工作了28年， 担任过包括执行副总裁总裁 和BP天然气、电力和可再生能源业务首席执行官在内的高级领导职务。 Vivienne之前的非执行 董事包括葛兰素史克公司、 董事、英国天然气集团、 力拓，培生集团和英国政府国际发展部。 其他重要任命： -维特里斯集团(主席) -文特拉集团 (非执行董事) 阿斯米塔·杜贝 独立非执行 董事 任命：2022年7月18日技能和经验：阿斯米塔有超过25年的消费者业务工作经验 ，现任L欧莱雅集团首席数字和 营销官 她拥有在中国工作和建立联合业务合作伙伴关系的丰富经验 曾在 葛兰素史克消费者医疗保健数字 顾问委员会任职两年，从2020年3月至2022年3月。 其他重要任命： -L(首席数字营销官兼执行委员会成员) 阿曼达·梅勒 公司秘书 任命时间：2022年5月23日技能和经验：阿曼达 带来了丰富的公司秘书经验，公司治理、投资者关系和投资银行。 其他任命： -独立董事集团 -GC100(执行委员会成员) 公司秘书 非执行董事(由辉瑞提名) David·丹顿 非执行董事任命：2023年3月1日技能和经验：戴夫是辉瑞 Inc.的首席财务官和执行副总裁总裁，提供全球战略财务领导 他拥有超过 25年的财务和运营专业知识，其中包括在医疗保健领域的超过 20年。 在2022年加入辉瑞之前，他 从2018年起担任罗氏公司的首席财务官和执行副总裁总裁。在此之前，他是董事的执行副总裁兼首席财务官。 其他重要任命： -辉瑞。(首席财务官 和执行副总裁总裁) 布赖恩·苏普兰 非执行董事 被任命的技能和经验：布赖恩是 高级副总裁和辉瑞的副总法律顾问。 负责就战略举措和业务发展交易 辉瑞管理层和董事 提供咨询。在辉瑞任职期间，他还领导了辉瑞的知识产权和国际法律团队，并为辉瑞的研发和制造 组织提供了法律支持。之前，布莱恩 曾在ROPES&Gray LLP工作。 其他重要任命： -辉瑞。(高级副总裁 兼副总法律顾问) >>更多详情可在www.haleon.com/who-we-are/leadership Corporate治理 我们的董事会哈雷恩年度报告和Form 20-F2023 63中找到 |
| 种族 白人8混血/多民族1未指定/ 不愿说1性别 男性6女性4我们的高管团队 除了Brian McNamara和Tobias Hestler外，高管团队还包括： Keith Choy 总裁，亚太地区 任命：2021年12月16日技能和经验：Keith在消费品和健康行业拥有 近30年的经验，并于2019年加入GSK的 消费者医疗保健业务 。他之前是辉瑞国际市场部的总裁 消费者医疗保健。Keith 还曾在惠氏 制药和吉列担任过职务。 Filippo Lanzi 总裁，欧洲、中东和非洲及拉美地区 任命日期：2021年12月16日技能和经验：Filippo 于2015年加入GSK，在 成为亚太地区负责人之前， 在南欧和中东欧担任领导职务。 在领导LatAm之前，他于2019年成为欧洲、中东和非洲地区负责人。 在此之前，他曾在诺华公司 OTC工作，担任意大利和希腊的总经理。菲利波还在强生 和雀巢公司 担任过 职位 首席人力资源官 任命时间：2022年3月1日：技能和经验：马莱德 在帝亚吉欧担任首席人力资源官六年半 至2022年1月，在她16年的任期内，曾在帝亚吉欧欧洲和非洲业务中担任过多个人力资源 领导职务 。在加入帝亚吉欧之前，Mairéad在爱尔兰商业和雇主联合会工作了三年。Mairéad将于2024年5月离开Haleon。 Lisa Paley 总裁，北美任命：2021年12月16日技能和经验：在2019年加入GSK消费者医疗保健业务之前，Lisa在辉瑞消费者医疗保健工作了 十年，最近是 总裁，北美。 她之前是强生 销售副总裁 ，还在 辉瑞消费者保健/ 华纳-兰伯特公司担任过各种职务。 Namrata Patel 被任命为首席供应链官 任命时间：2023年11月6日：Namrata在制造和端到端供应链管理方面拥有 广泛的全球经验 。她 曾在可口可乐公司、吉列和宝洁等公司担任高级领导职务，目前是牛津生物医药公司 董事会的独立非执行董事 董事。 巴特·德德(首席供应链官)，艾米·兰杜奇(首席数字技术官)， 李准勇(首席执行官战略和办公室负责人)，Teri Lyng (转型和可持续发展负责人) 在2021年12月16日至2023年12月31日期间担任 执行团队成员。 上市规则要求的 性别和种族代表的详细细分 见第79页。 64 Haleon年度报告和Form 20-F 2023公司治理 |
| Ed Petter 首席企业事务官 任命：2024年1月1日技能和经验：Ed在过去七年中曾在BT Group plc担任集团企业事务官和执行委员会成员。他曾 在劳埃德银行集团和麦当劳担任领导职务，在麦肯锡公司和蓝色卢比肯工作了四年。 Franck Riot 首席研发官 任命时间：2021年12月16日技能和经验：Franck Riot拥有超过20年领导消费者主导行业研发的经验。 在2019年加入GSK的消费者医疗保健业务之前，他 是达能公司精华乳业和植物为基础的事业部研究和创新部门的副总裁 。在此之前，他是游牧食品公司的董事集团研发人员， 之前在达能担任过各种研发 领导职务。 塔玛拉·罗杰斯 首席营销官 任命时间：2021年12月16日：塔玛拉在快速消费品公司拥有 30年的经验。 在2019年加入葛兰素史克的消费者医疗保健业务之前， Tamara在联合利华(英国)工作了近25年 ，最近担任执行副总裁总裁， 北美个人护理 ，在此之前担任全球高级副总裁除臭剂 。Tamara是全球自我保健联合会的董事会成员。 Bjarne Philip Tellmann 总法律顾问任命时间：2021年12月16日技能和经验：在2020年加入GSK的消费者医疗保健业务之前，Bjarne是培生公司的总法律顾问，在此之前，他在美国、欧洲和亚洲的可口可乐公司以及金佰利公司担任过一系列的法律 领导职务。Bjarne在Sullivan &Cromwell LLP和White and Case LLP开始了他的私人执业生涯。 Bjarne将于2024年3月离开Haleon。 Bjorn Timelin 被任命为战略主管 任命：2023年10月2日：Bjorn是McKinsey& 公司的 高级合伙人，专门为面向消费者的公司 和商业主题 提供服务，客户遍及零售、消费者包装商品、媒体、 和奢侈品行业。在此之前，他在宝洁英国和瑞士的美容护理部门工作了四年。 >>更多详细信息可在www.haleon.com/who-we-are/leadership Corporate治理 我们的执行团队Haleon年度报告和Form 20-F 2023 65中找到 |
| Letter from the Chair Sir Dave Lewis Chair As I shared in my Chair’s statement on page 4, this has been a year of encouraging progress for Haleon in its first full year since listing in July 2022. Following the significant work last year to enable Haleon to operate as a standalone Company, the Board’s role in 2023 has been to guide and support the management team delivering on the Company’s strategic and financial plans, and building Haleon’s capabilities to drive sustainable profitable growth. Haleon has great potential for growth. We have made positive progress in 2023 and I am pleased with the commitment and focus of the Board and all Haleon employees to drive the Company forward and continue to create sustainable value for our shareholders. Board focus The Board held several strategic discussions in 2023, including an offsite meeting with the Executive Team in October to review our long-term category and market ambitions, financial targets and investment plans. Deep dives provided insights across key strategic areas including the consumer healthcare landscape, our China and US businesses, supply chain, innovation, and cyber-security risks. These enhanced the Board’s understanding of Haleon’s key deliverables, risks and opportunities. During the year, the Board visited our Oral Health facility in Weybridge, UK and Pain Relief center in Richmond, Virginia, US. I also had the opportunity to visit Haleon operations in Brazil, India, and Mexico. Seeing our regional operations first-hand provided insight into major markets and R&D initiatives. It also gave Directors a chance to meet employees across different locations. Employee engagement has continued to develop during the year and feedback on the Company’s activities is regularly discussed by the Board. Further detail on our workforce engagement and the Workforce Engagement Director’s statement is set out on page 70. Monitoring our culture, people and sustainability ambitions are key areas of oversight for the Board. Our discussions centred on the cultural transformation programme to create a purpose led, consumer centric, and performance focused culture, which is supported by focus on performance, simplification and productivity. Directors also considered and fulfilled duties in relation to Haleon’s governance, risk and controls during the year. They received training on directors’ duties and, in line with all employees, completed training on the Code of Conduct, including anti-bribery and corruption. Details on the Board’s activities for 2023 are provided on page 68. Embedding the Environmental & Social Sustainability Committee Running a responsible business is one of our four strategic pillars, and underpins the way we operate. The Environmental & Social Sustainability Committee was established in March 2023 to provide oversight of this important area. The Committee had a thorough induction process covering Haleon’s responsible business strategy and the ESG regulatory landscape. The Committee then focused on progress against our key environmental and health inclusivity goals and sustainability strategy. Further information is provided on page 77. Board succession planning The Board welcomed Dave Denton as a Non-Executive Director in March 2023. He replaced John Young as a representative director of Pfizer. Dave received a full induction following his appointment. Talent, capabilities and succession planning remains a key area of focus for the Board, Executive Team and senior management, and our commitment to having a diverse and inclusive pipeline of talent underpins our efforts to cultivate top talent capable of leading the Company for the future. Detail on the work of the Nominations & Governance Committee on this are provided on page 78. Board annual performance review The Board conducted an internal review of its effectiveness for 2023. After completing Haleon’s first full year as a standalone company, the opportunity to review our progress and identify any needed changes in approach, was particularly important. I was pleased with the Board’s engagement with this review and that the Directors were positive about what had been achieved to date, and objective as to the areas of focus going forward. You can read further details on page 71. Annual General Meeting (AGM) Haleon held its first AGM in April 2023. We were pleased with the level of international participation, and that the digital format enabled greater accessibility from across our global shareholder base. We will be continuing the digital focus for our 2024 AGM on 8 May 2024, which will be broadcast from our offices in London. Details on how to join the meeting will be provided in our Notice of Meeting. 66 Haleon Annual Report and Form 20-F 2023 Corporate Governance |
| Governance structure The Board The Board’s main role is to promote the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society. It sets the Company’s purpose, values, strategy and long-term objectives. The Board is also responsible for the Group’s system of corporate governance, activities, risk management and financial performance. Audit & Risk Committee >> See page 72 The role of the Committee is to oversee the integrity of the financial reporting and audit process, and to oversee the maintenance of sound internal controls and risk management systems. The Committee monitors the effectiveness of internal and external audit and reviews concerns about financial fraud and whistleblowing. Nominations & Governance Committee >> See page 78 The role of the Committee is to lead the process for appointments to the Board and make recommendations to ensure plans are in place for orderly succession to both the Board and senior management positions, and oversee a diverse succession pipeline. The Committee also has a role to ensure that the Company is managed to high standards of corporate governance. Remuneration Committee >> See page 80 The role of the Committee is to set the broad structure for the Company’s Remuneration Policy and to determine the remuneration of the Chair, the Executive Team and the Company Secretary. The Committee is also responsible for reviewing workforce remuneration and the alignment of incentives and rewards with the Company’s culture. Environmental & Social Sustainability Committee >> See page 77 The role of the Committee is to provide oversight and effective governance over progress with the environmental and social sustainability agenda and the external governance and regulatory requirements relevant to these areas. The Chief Executive Officer (CEO) is responsible for: - Developing Haleon’s strategic direction for consideration by the Board. - Implementing the strategy and reporting on progress. - Day-to-day management of the Company, communicating expectations in relation to Company culture and ensuring responsible business conduct across the business. - Providing effective leadership, co-ordination and performance management of the Executive Team. The Executive Team is responsible for: - Supporting the CEO on the delivery of Haleon’s strategy. - Providing input into strategic and operational decisions aligned to business priorities, and supporting on the delivery of actions. - Supporting the CEO in implementing decisions made by the Board. Board and Committee meetings and attendance during 2023 Board papers are circulated to all Directors in advance of the meeting allowing sufficient time for their consideration. If any Director is unable to attend a meeting, they can communicate their opinions and comments on the matters to be considered via the Chair of the Board or the relevant Committee Chair. Following the conclusion of each scheduled Board meeting, without the Executive Directors present, the Chair holds a session with the Non-Executive Directors. Director Board Audit & Risk Committee Nominations & Governance Committee Remuneration Committee Environmental & Social Sustainability Committee Chair and Executive Directors Sir Dave Lewis 6/6 3/3 Brian McNamara 6/6 Tobias Hestler 6/6 Independent Non-Executive Directors Vindi Banga 6/6 7/7 3/3 5/5 Marie-Anne Aymerich 6/6 2/2 Tracy Clarke 6/6 7/7 3/3 5/5 2/2 Dame Vivienne Cox 6/6 7/7 5/5 2/2 Asmita Dubey1 5/6 Deirdre Mahlan 6/6 7/7 3/3 5/5 Non-Executive Directors Bryan Supran 6/6 John Young2 1/1 David Denton3 5/5 1 Apologies in advance of the meeting. 2 Stepped down from the Board on 28 February 2023. 3 Appointed to the Board on 1 March 2023. >> Matters reserved for the Board, Committees’ terms of reference, along with the Chair, CEO and SID’s role descriptions are available at www.haleon.com/who-we-are/Governance/board-and-board-committees Corporate Governance Governance structure Haleon Annual Report and Form 20-F 2023 67 |
| Board activities The Board reviewed and discussed a wide range of Company activities during the year. The table below gives insight into the matters reviewed by the Board, the nature of Board discussion, and the relevant factors considered within the context of Section 172(1)(a) to (f) of the Companies Act 2006 (‘Section 172’). Key areas of Board discussion Item Activity Group strategy A B C - Reviewed the strategic and operational performance of the business by brand, market categories and regions. - Discussed the global economy, geopolitics, and impact on growth and performance. - Considered the global consumer and competitive landscape and opportunities for innovation. - Received a deep dive into the supply chain and discussed the quality supply chain (QSC) five-year strategy. - Reviewed investment and divestment opportunities, and approved the divestments of Lamisil and ChapStick. Financials and performance A F - Reviewed and approved the 2024-26 corporate plan and 2024 financial plan. - Monitored Haleon’s financial performance and growth against the 2023 financial plan and external commitments. - Discussed financial performance against the 2023-2025 plan, future outlook and analyst consensus. - Considered the approach to capital allocation and returns, including allocating £500m of capital for share buybacks in 2024. - Reviewed and approved the dividend policy, reviewed the approach to the 2022 dividend and approved the 2022 final dividend, the 2023 interim dividend and the proposed 2023 final dividend. - Approved the quarterly, half-yearly and full-year results, the 2022 Annual Report and Accounts and Notice of 2023 AGM. Risk management E - Discussed the Company’s system of risk management and internal controls (alongside regular updates from the Audit & Risk Committee). - Assessed the effectiveness of the Company’s risk and control processes. - Reviewed the Company’s principal risks and mitigation plans. People, culture and values A B - Discussed the results from the employee engagement survey and 2024 focus areas including business process design and optimisation. - Discussed Haleon’s productivity programme, and considered updates on progress and culture. - Discussed and approved the 2023 Gender Pay Gap Report for publication. - Reviewed proposals for the Weybridge Research & Development Innovation facility, and approved the building of an Innovation facility to support the Oral Health Category. - Reviewed proposals for new office space in London and the benefit to UK-based employees. - Considered Haleon’s cultural ambition to be purpose led, consumer centric and performance focused and ongoing progress. Governance A E - Considered reports from the Chairs of each Board Committee on key areas of Committee discussion and focus. - Discussed progress made against the action plans from the 2022 Board effectiveness review. - Approved changes to various governance policies to simplify and better align with Haleon’s operating model. - Received and discussed regular updates on key governance and disclosure matters, including recent consultations on the UK Corporate Governance Code. Shareholder and engagement A E F - Discussed the external environment including global indicators and inflation trends. - Considered updates from Investor Relations, including share price and valuation analysis, market engagement and ownership analysis, and the views of institutional investors. - Received and discussed updates on employee engagement by the Workforce Engagement Director. - Reviewed the preparations for the 2023 AGM and the enhanced digital focus. Sustainability C D E - Approved the Modern Slavery Statement. - Approved the establishment of the Environmental & Social Sustainability Committee. - Considered Haleon’s sustainability agenda and progress plan against each of our strategic market categories. D Community and environment E Business conduct F Members of the Company Relevant Section 172 factors Long term B Employees C Business relationships A >> See also our key stakeholders and culture and people sections on pages 10 and 18. 68 Haleon Annual Report and Form 20-F 2023 Corporate Governance |
| 第172节声明 审计委员会认为，在2023年期间， 它的行动是为了促进公司的长期成功，以造福于其成员 ，同时适当考虑了第172条规定的因素。 了解公司利益相关者的需求和期望 对于Haleon的目标来说是 基本的：以人道的方式提供更好的日常健康。 董事会在2023年做出关键决策时如何考虑第172条的职责和 主要利益相关者的例子如下。 Lamisil和ChapStick的撤资 董事会考虑了下列第172条因素：公司的长期成功，与供应商的关系， 成员之间公平行事的必要性，以及保持高标准的商业行为。 董事会如何考虑这些因素： -董事会进行了一次战略投资组合审查，以确定将支持Haleon增长雄心的潜在撤资和投资机会。 -董事会考虑了品牌投资组合的细分以及撤资的最佳时机和优先顺序，以促进 有机增长和长期回报。 -董事会收到了有关品牌投资组合的最新情况，2023年全年的竞争格局和客户前景。 -在评估撤资选择时，董事会考虑了财务影响、适销性、分离问题、执行速度、供应链简化。 -为了能够将战略重点放在Power Brands和Local Growth品牌上，董事会同意剥离Lamisil和ChapStick 品牌。 -董事会审查了收到的出售Lamisil和ChapStick的要约。在接受每个最终报价时，董事会考虑了 回报水平、撤资对Haleon的财务影响、对员工的影响、业务风险以及交付的时间表 。董事会认为，这些撤资将使Haleon能够专注于更长期、可持续增长的关键战略领域。 文化转型 董事会考虑了下列第172条因素：员工、业务关系、保持高标准的业务行为、以及公司的长期成功。 董事会如何考虑这些因素： -公司一直在进行文化转型，将Haleon的文化发展为一家独立的消费者健康企业。 -员工一直致力于支持Haleon塑造其企业文化，并最终影响其业绩和增长以及推动行为。 -董事会举行了一次专门的文化会议，审查2023年员工敬业度调查的反馈意见，以及在实现Haleon成为目标领导者的雄心方面取得的进展。以消费者为中心，注重绩效，是2024年管理层关注的主要领域。 -董事会讨论并考虑了Haleon生产力计划作为Haleon文化演变的一部分的影响。 -董事会定期讨论员工敬业活动的反馈，并审议2024年员工敬业度计划。 -董事会鼓励管理层将客户放在任何文化变革的核心位置。这导致文化 描述符得到了扩展，将“以消费者为中心”包括在内，认识到在消费者健康业务中需要在宗旨、文化和品牌之间建立明确的联系。 与股东的沟通 在这一年里，董事们通过 面对面和虚拟会议与 股东和投资者接触，以 讨论进展和业绩 对照Haleon的战略。 -首席执行官和CFO与分析师和投资者进行了现场 聊天，作为 以及多次投资者路演的面对面会议。 -主席会见了集团的某些主要机构股东。 -薪酬委员会主席与主要机构股东就 2024年年度和长期激励措施进行了通信。 -发布了Haleon的第一次年度股东大会，散户股东 参与。 -董事会通过首席执行官的报告 定期讨论股东的意见。首席财务官和投资者关系团队的更新。 董事会行为和标准 董事会高度重视为 公司设定正确的行为标准，并创造一种文化，使 能够并鼓励员工 做正确的事情。所有董事会成员都完成了关于行为准则的培训，其中包括反贿赂和腐败。 公司治理 第172节声明Haleon年度报告和表格20-F 2023 69 |
| Dame Vivienne Cox Workforce Engagement Director During the year, I have enjoyed the opportunity to engage with employees across different parts of the Company, which I have found insightful and valuable. The sessions have highlighted: the positive actions taking place to deliver health inclusivity and the opportunities to further educate and work closely with communities; the collaborative team mindset which is an enabler to innovation; the need to simplify processes and further invest in the business to accelerate competitive intelligence; and the clear support for Haleon’s purpose, strategy and culture. Looking ahead to 2024, I will be seeking to engage on a number of topics including brand and customers, remuneration, innovation and consumer focus, purpose and health inclusivity, and work processes as an enabler of engagement. Workforce engagement In line with Provision 5 of the UK Corporate Governance Code, the Board regularly assesses the appropriateness of the mechanism for workforce engagement. The Board believes that the mechanism of a designated Non-Executive Director remains the most effective method for Haleon to enable the employee voice to be heard, and for key insights to be brought into the Boardroom. Employee insight The Board values the opportunity to engage with employees. It is vital to understand the issues that are important to our employees across Haleon’s markets and regions, learn about their experience of working at Haleon and be aware of any challenges that need to be addressed. Alongside providing an insight into the Company’s culture, maintaining a pulse on employee engagement enables understanding of current and future drivers of attraction and retention at Haleon. Engagement plan In preparing the workforce engagement plan for 2023, the key drivers of engagement originated from the 2022 employee engagement survey, which identified the need to better manage workload, streamline processes, improve communication channels and provide opportunities for career growth. During 2023, I met with employees on five occasions. It was important to ensure these sessions included a cross-business group of culturally diverse employees from across our key markets and functions. Amongst other matters, the sessions explored: - Health inclusivity, which was a session with members of various ERGs. - Innovation enablement, which was a session that took place during the Board’s visit to the US, and was joined by members of the US R&D team. - Culture, performance and purpose, which was joined by Quality Supply Chain employees. - Work processes, which was conducted over two sessions, joined by APAC senior managers, and the second session joined by EMEA & LatAm senior managers. These sessions offered valuable insight into drivers of employee engagement at Haleon. The discussions highlighted the progress made towards developing a caring culture grounded in safety and quality, and employee connections to Haleon’s purpose and vision. Key points raised included further promoting employee wellbeing, streamlining systems and processes for greater agility, continuing to foster local empowerment, and unifying culture through change. Continued engagement In addition to my activities, direct engagement with employees remains extremely valuable, and the Board had the opportunity to meet with employees during its visits to the Oral Health facility in Weybridge, UK and the R&D site in Virginia, US. In addition, the Board receives regular verbal updates from management, which will continue to form a regular part of the Board’s agenda for 2024, alongside updates on employee survey results, and detailed summaries at the end of each financial year. Workforce engagement Board activities continued >> See also the consideration of workforce pay and approach to engagement on page 92. 70 Haleon Annual Report and Form 20-F 2023 Corporate Governance |
| Board development, effectiveness and performance Training, development and induction A central piece of Haleon’s culture is a commitment to support the continuing development of all employees. Directors are very supportive of this and are committed to their own ongoing professional development. The training programmes available to the Board are under continual review and are updated in line with the most pressing developments in both Haleon’s governance structure and the broader commercial environment. During 2023, the Directors participated in internal training sessions including directors’ duties and disclosure obligations, the Code of Conduct and anti-bribery and corruption. The Board also received briefings on a range of strategically important matters to ensure they were informed of developments in these areas, and were provided with regular governance updates on topical issues including, changes to the UK Corporate Governance Code and other potential changes in governance and sustainability reporting. A structured induction programme was prepared for David Denton who joined the Board on 1 March 2023. This covered, amongst other matters, strategy, Group structure, directors’ duties, governance, key operations, finance, risk and internal audit, legal, ESG and HR. Board effectiveness and evaluation The Board undertakes an annual evaluation process to assess how it, its Committees and individual Directors are performing, and to highlight areas for improvement or evolution. The Board reviewed progress against each action from the 2022 Board and Committee action plans, and determined that progress had been made against all actions. 其他定期会议与会者也被要求提供反馈。 委员会的调查结果与每个委员会主席分享 ，而董事会的调查结果在与更广泛的董事会讨论 之前，作为一个整体与提名和治理委员会分享。 董事会和每个委员会的行动计划在2024年达成一致，详情见下表。 董事绩效 主席对每个董事的个人绩效进行评估。 评估结果将作为 在下一届股东周年大会上建议股东重新选举董事的依据。主席 与每个 董事进行了一对一的讨论，讨论内容包括： -他们的业绩和个人 有效性。 -他们对Haleon的时间投入， -包括 外部利益的潜在影响。 -他们的持续个人发展。 -董事会的组成，包括 非执行董事继任计划。 - Current and future Committee membership and structure. - The effective functioning of the Board. The Chair review process was led by the Senior Independent Non-Executive Director who sought feedback from the Non-Executive Directors separately, Action plan Board - Focus on delivery of strategic objectives, driving performance and shareholder returns. - Continue focus on cultural evolution and interactions with our talent and key business areas. - Enhance oversight of risk management and internal controls to reflect changes to the UK Corporate Governance Code. Audit & Risk Committee - Continue oversight and focus on key areas of the Committee’s remit. - Continue focus on risk management with further deep dives on key areas, including IT and cyber-security. - Review compliance with the UK Corporate Governance Code on internal controls and continue focus on SOX. Environmental & Social Sustainability Committee - Review delivery of Haleon’s first Responsible Business Report. - Continue focus on Haleon’s preparedness for current and future external sustainability disclosures, including the Corporate Sustainability Reporting Directive. - Continue oversight of the delivery of sustainability KPIs and targets. Nominations & Governance Committee - Continue focus on succession planning for the Board and the Executive Team. - Enhance oversight of subsidiary governance. - Support development, talent management and succession planning of senior management. Remuneration Committee - Continue oversight and focus on key areas of the Committee’s remit. - Review executive remuneration structures and targets to ensure balance with Company-wide offering and wider workforce decisions. without the Chair present, and also took into account the views of the Executive Directors. The feedback was collated and shared with the Chair. Key findings and conclusion Overall, Directors felt positive about the Board and how it functioned, noting the step-up in effectiveness during 2023 with the completion of the first full annual cycle of Board activities and disclosures since Haleon’s listing in 2022. The culture of the Board was considered to be positive with open, direct discussions, good engagement and interactions with the Executive Team. The Board was felt to have a strong mix of experience and relevant expertise to support the business. Directors noted that Board and Committee operations and governance worked well, with discussions supported by good quality papers and comprehensive agendas. Progress had been made in relation to strategy and this would continue to be an area of focus for 2024. Progress had also been made in relation to risk, with all key risks appropriately prioritised during the year. All Board Committees were felt to be well established and supported by experienced Chairs. The Environmental & Social Sustainability Committee had made a good start with its remit, developing its understanding of the sustainability agenda, data and commitments. Each of the Directors is considered to be an effective member of the Board and all Directors as at the date of this Report will seek re-election at the AGM. An externally facilitated Board evaluation will be undertaken in 2024. Corporate Governance Board development, effectiveness and performance Haleon Annual Report and Form 20-F 2023 71 |
| Audit & Risk Committee Report Deirdre Mahlan Chair Letter from the Chair During the year, the Committee has focused on its core objectives in overseeing the integrity of the Group’s financial reporting process, the effectiveness of the external audit and the robustness of the Company’s control environment to manage risks. The Committee has closely monitored the Group’s successful first year of compliance with Section 404 of the US Sarbanes-Oxley Act (SOX), as well as the effectiveness of the audit process as we transitioned to our new external auditor, KPMG LLP. The Committee has also had a series of deep dives into the Group’s cyber-security controls and technology infrastructure, product user safety and trusted ingredients. Further information on this and our other activities are set out later in this report. Changes in regulatory reporting, including the recent updates to the UK Corporate Governance Code and the impact to the Group, will be an additional area of focus for the Committee in 2024. Key duties and responsibilities The Committee’s responsibilities include monitoring and reviewing: - The integrity of financial reporting of the Company’s Financial Statements including reviewing significant judgements and the adequacy of related disclosures. - The external and internal audit process and performance of the Internal Audit function and the external auditor. - The effectiveness of the Company’s system of internal control. - The process for the management of related-party transactions. - The Group’s risk management system, and the identification and management of risks. - The Company’s process for monitoring compliance with legal and regulatory requirements and ethical codes of practice. Membership and meetings The Committee comprises solely Independent Non-Executive Directors. Details are set out on pages 62 and 63, together with details of their attendance for the year on page 67. The Chair, CEO, CFO, General Counsel, Group Financial Controller, Head of Audit, Risk and Assurance, and the lead audit partner from KPMG LLP regularly attend meetings, with other attendees invited as appropriate. The Committee also met without management present and met privately with the audit partner and with the Head of Audit, Risk and Assurance. The Board has confirmed that it is satisfied: - That the Committee members collectively possess an appropriate breadth of recent and relevant financial expertise including competence in accounting and/or audit and experience in the consumer healthcare industry. - That Deirdre Mahlan possesses the relevant attributes to be the designated Audit Committee Financial Expert in accordance with US federal securities laws and regulations. Looking ahead The Committee will continue to focus on its key areas of responsibility, including the Group’s financial reporting and disclosures, internal control over financial reporting, the effectiveness of KPMG LLP as external auditor and the approach to the 2024 external audit. In addition, the Committee will consider the impact of the recent changes to the UK Corporate Governance Code which take effect in 2025 and the further development of the Group’s enterprise risk management framework and compliance programmes. Controls surrounding the IT environment will remain a particular area of focus for the Committee as the Group continues to embed changes in the IT landscape post separation and make improvements in IT controls. The Committee will continue to review key IT initiatives and related risks and progress in the maturity of the control environment at each Committee meeting. 72 Haleon Annual Report and Form 20-F 2023 Corporate Governance |
| Committee activities External reporting - Discussed and recommended to the Board for approval, the quarterly trading statements, interim and full-year financial statements, and the 2023 Annual Report. - Reviewed the Group’s policy on the use of non-IFRS measures and adjusting items including disclosure and presentation, as well as the introduction of organic operating profit growth as a new non-IFRS measure. - Reviewed and challenged the going concern assumptions for 2023 and the principles underpinning the longer-term viability statement. - Reviewed and challenged the treatment of key accounting matters and judgements including the estimation of the recoverable amount of indefinite life brands. - Considered tax and treasury matters, and compliance with statutory reporting obligations. - Assessed whether the Annual Report, as a whole, was fair, balanced, and understandable. Internal and external audit - Approved the statutory audit engagement letter for KPMG LLP in respect of Haleon plc and its subsidiaries for the period ended 31 December 2023. - Held periodic meetings with the external auditor, without management present. - Reviewed and agreed policies and processes designed to safeguard independence of the external auditor, including the approval of the 2024 Non-Audit Services Policy. - Assessed the effectiveness of the external auditor. - Approved the 2024 Internal Audit plan. - Received and discussed regular updates on the 2023 Internal Audit Plan from the Head of Audit Risk and Assurance, and met him regularly without management present. Internal controls - Received and discussed regular updates on internal controls, including the results of testing, and discussed instances where the effectiveness of internal controls was considered to be insufficient or required remediation. - Considered the assessment to determine the Company’s status as an FPI. - Reviewed the Group’s first SOX evaluation and certification of internal controls over financial reporting for the year ended 31 December 2023. Related-party transactions - Reviewed related parties for IFRS purposes as part of the year-end process. Risk management - On behalf of the Board, reviewed the processes by which the Group’s principal risks are identified and managed and received periodic reports of the status of principal risks; reported any issues arising from these reports to the Board. - Undertook detailed reviews of key risk areas and processes including digital and technical infrastructure, and cyber-security. - Reviewed tax and treasury policies and considered consistency with the risk appetite of the Company. - Considered the Group’s insurance policy and insurance programmes. - Reviewed the effectiveness of the risk management and internal control systems. Compliance - Received and discussed regular updates from the General Counsel on legal issues. - Monitored fraud reporting, the confidential hotline and whistleblowing arrangements, and discussed trends with management. - Reviewed and discussed reports from the Compliance function, including updates on Haleon’s Speak Up, concerns management and internal investigations framework. - Considered the new ethics and compliance model. Corporate Governance Audit & Risk Committee Report Haleon Annual Report and Form 20-F 2023 73 |
| Audit & Risk Committee Report continued Financial and narrative reporting During the year, the Committee reviewed and recommended approval of the interim and full-year financial statements, and associated releases. In conducting its review, the Committee assessed key judgement areas, going concern and viability statements, and impairment reviews. The Committee evaluated whether the Annual Report, taken as a whole, was fair, balanced and understandable and contained the necessary information for shareholders to assess the Group’s performance, business model and strategy. To support this assessment, management established processes to ensure consistency of disclosures, address financial reporting risks and co-ordinate Company-wide input. In fulfilling its role, the Committee recommended to the Board for approval, a near-final version of the Annual Report at its February 2024 meeting following the Committee’s assessment that it was fair, balanced, and understandable. Internal audit The Internal Audit function provides independent, objective assurance to the Board, the Committee and senior management on the adequacy and effectiveness of Haleon’s risk management, governance, and internal control processes. The appointment of the Head of Audit, Risk and Assurance is a matter reserved to the Committee. The Head of Audit, Risk and Assurance holds regular discussions with the Committee Chair and provides regular reports to the Committee on the function’s activities. The effectiveness of the Internal Audit function, including its quality, experience and expertise relative to the size of the business, was continually monitored through reports received by the Committee during the period. The Committee approved the annual work plan which includes risk-based reviews of financial, operational, strategic and governance risks, reviews of emerging risks and business change activity, together with assurance over risk management activities. The 2024 Internal Audit plan will be regularly reviewed and updated as required to reflect evolving assurance requirements and priorities. Throughout the year, the Committee reviewed key disclosures and reporting requirements to ensure clear communication of material information to shareholders. This included assessing assumptions underlying impairment testing, calculating gain/loss on disposal of intangible brand assets, the going concern and viability assessments and climate-related financial reporting. The Committee received updates on the control environment, financial reporting integrity, the Annual Report verification process, including management’s checklist confirming compliance with the relevant regulatory requirements, and external audit outcomes. The key audit matters reviewed by the external auditor and the related outcomes are set out in the external auditor’s report on pages 99-115. The Committee monitors engagements with external stakeholders relevant to its areas of oversight, including the UK’s Financial Reporting Council (FRC) and the US Securities and Exchange Commission. The FRC carried out a review of Haleon’s Annual Report for the year ended 31 December 2022. No significant questions or queries were raised, and the Group took into consideration their recommendations when preparing this Annual Report.减值测试 本质上是判断的，需要管理层做出多项估计，包括与每个品牌未来的收入增长、终端增长率、利润率和折扣率有关的估计。 对于那些净空水平有限的品牌，委员会 还审查并质疑管理层提供的敏感性分析，以了解关键假设的变化 的影响。委员会对管理层使用的假设感到满意，并考虑 并审阅了集团的相关减值披露。更多详情请参阅第136页的综合财务报表附注14 。 74 Haleon年报及表格20—F 2023公司治理 |
| US Sarbanes-Oxley Act of 2002 (SOX) The Group is required to comply with the provisions of SOX, specifically Sections 302 and 404, as it relates to an FPI listed on a US exchange. During 2023, the Group completed a successful first year of compliance with Section 404 of SOX. The Group’s internal control over financial reporting was deemed to be designed and operating effectively as at 31 December 2023. This is a significant achievement for the Group and the Committee was satisfied with the progress in implementing the requirements under Section 404 of SOX with respect to internal controls over financial reporting. The Committee will continue to monitor the progress of the Group’s internal control optimisation efforts, remediation of internal control deficiencies, and internal controls related to technology systems and associated infrastructure. >> See also our management’s report on internal control over financial reporting on page 192. Internal control and risk management The Board is responsible for establishing procedures to manage risk and oversee the Group’s internal control framework including setting risk appetite in line with the Group’s strategic objectives, and ensuring appropriate oversight through various mechanisms, including strategy meetings, management reports and reviews of selected risk areas. On behalf of the Board, the Committee is responsible for reviewing and assessing the effectiveness of the Group’s risk management and internal control systems. A fundamental part of the work carried out included the review of the Group’s principal risks and its financial and operational controls and procedures. The Committee discussed information on risk mitigation plans, internal control maturity and areas for improvement. The Group’s approach to risk management and internal controls has further evolved and will continue to be refined throughout 2024. The risk management framework is designed to actively manage, rather than eliminate, the significant risks and uncertainties the Group may face. Consequently, the Group’s internal control system can only provide reasonable, but not absolute, assurance over its principal risks. In 2023, a top-down enterprise risk assessment was conducted to review and prioritise the Group’s principal risks, assess the magnitude of risk exposure, and highlight any emerging risks. In parallel, a bottom-up risk identification was performed across business units, markets, sites and functions. The Committee reviewed the findings, agreed on the principal risks and concluded that management’s approach to risk and risk appetite was satisfactory. >> See also our approach to risk section from page 53. The Committee reviewed and endorsed a range of policies and programmes, including: - The Company’s Code of Conduct (Code) and its core value of seeking to always do the right thing, applicable to the Board, Executive Team, employees and third-party temporary workers. The Code supports and encourages good judgement while maintaining a culture of risk accountability. - The mandatory anti-bribery and corruption (ABAC) training. - The annual confirmation process from business unit and function general managers attesting their governance responsibility and the effectiveness of the internal control framework, including issue response through corrective and preventative actions. - Internal controls, discussing opportunities to further simplify and evolve the framework in line with our strategy and operating model. - The crisis and business continuity management procedures. - Haleon’s concerns management and data analysis measuring traction and progress. - Risk deep dives over principal risks, including trusted ingredients, cyber-security (and IT infrastructure), and other enterprise risk areas such as treasury, tax and trade compliance. Based on the Committee’s activities performed throughout the year, and its annual effectiveness review, the Committee considered the Group’s system of internal control and risk management under the provisions of the UK Corporate Governance Code for the year ended 31 December 2023 and up to the date of approval of the Annual Report are effective. Corporate Governance Audit & Risk Committee Report Haleon Annual Report and Form 20-F 2023 75 |
| Audit & Risk Committee Report continued Cyber-security and technology infrastructure Following the Committee’s review of Haleon’s enterprise systems and technology infrastructure environment in December 2022, certain risk areas were identified. During the year, the Committee received progress updates on the mitigation and remediation plans for these risks and was pleased that the remediation commitments due for completion in 2023 were successfully achieved. The Committee also received deep dives into a number of cyber-security risks during the year. The Haleon Information Security team commissioned an external partner, PwC, to conduct an assessment of Haleon as a standalone company in the first quarter of 2023 leveraging the industry standard framework, National Institute of Standards and Technology (NIST) Cybersecurity Framework. This assessment provided an objective baseline across all assets. The findings were discussed with the Committee along with a prioritised plan which continues to grow cyber-security maturity for the Company. The Committee received and discussed a deep dive into some of the risk areas and will continue to monitor the progress in this area. External audit Following an audit tender carried out in 2022, KPMG LLP was appointed as auditor of the Group and engaged in respect of the statutory audit of Haleon plc and its subsidiaries for the 2023 financial year. Nicholas Frost was appointed the lead audit partner for the period ended 31 December 2023. During the period, the Committee reviewed and discussed the plans for the external audit, the proposed audit fees, and terms of engagement. The Committee regularly receives reports from the external auditor on the progress of its audit activities. The Committee reviews the contents of these reports, the level of professional judgement and challenge of management assumptions demonstrated by the external auditor and, where appropriate, requests that management respond to that challenge and tracks management response to ensure a satisfactory outcome to the challenges raised. In considering the independence of KPMG LLP, the Committee received a statement of independence from the external auditor, a report describing the arrangements to identify, report and manage any conflicts of interest, and reviewed the extent of non-audit services provided to the Group. The Committee confirmed its satisfaction with the effectiveness and independence of KPMG LLP with respect to their engagements in their respective jurisdictions. The Committee assessed the effectiveness of the external audit process including the quality of the audit team and involvement by the lead audit partner, the adequacy of audit planning, the timely and robust execution of the audit, the quality of communications to the Committee, and auditor independence and objectivity. The Committee concluded that the 2023 external audit was effective, and that the external auditor continued to perform effectively. Following the Committee’s recommendation, the Board recommends to shareholders the reappointment of KPMG LLP as the external auditor for 2024. The total fees paid to KPMG LLP for the year ended 31 December 2023 were £17.1m, of which £1.2m related to non-audit work. Details of the fees paid to the external auditor are in Note 6 to the Consolidated Financial Statements on page 127. Non-audit services The Committee has adopted a policy designed to safeguard the independence and objectivity of the external auditor. This policy, which complies with the FRC’s 2019 Revised Ethical Standard and SOX, sets out a framework for determining whether it is appropriate to retain the external auditor to provide non-audit services and outlines the process for pre-approving non-audit fees. The policy includes a list of permitted non-audit services in line with the relevant regulations. Any service not on this list is prohibited. The Committee has pre-approved the use of the external auditor for non-audit services where: - They are included in the policy’s list of permitted non-audit services; and - They are approved by the Group Financial Controller, or their designate in certain defined circumstances, when not exceeding £100,000; or - They are approved by the CFO and the Chair of the Audit & Risk Committee when they exceed £100,000. The total fee for non-audit services provided by the external auditor is reported to the Audit & Risk Committee on a quarterly basis. Management’s approval based on monetary limits is not a delegation of authority for approval by the Audit & Risk Committee, but rather a confirmation of adherence to the policy for permissible non-audit services. The Committee reviews the nature and level of non-audit services undertaken by the external auditor during the year to satisfy itself that there is no impact on its independence.2m. The Committee considers for the year ended 31 December 2023, that the Company has complied with the Competition and Markets Authority’s Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 and the FRC’s Audit Committees and the External Audit: Minimum Standard. 76 Haleon Annual Report and Form 20-F 2023 Corporate Governance |
| Environmental & Social Sustainability Committee Report Marie-Anne Aymerich Chair Letter from the Chair The Committee was established in March 2023 and has since started to lay down some good foundations. We held an extensive education session covering Haleon’s responsible business strategy, its goals and the external ESG landscape. In addition, the Committee held two formal meetings during the rest of the year. During those meetings we spent significant time considering Haleon’s sustainability disclosures, the vast regulatory and reporting requirements in this area, and received comprehensive deep dives on areas within the Committee’s remit including packaging and health inclusivity. The Committee has covered much ground since March, but there is more to do in 2024 to support the delivery of Haleon’s sustainability ambitions and disclosure obligations. Key duties and responsibilities The Committee’s responsibilities for environmental and social sustainability (ESS) include monitoring and reviewing: - Haleon’s progress against its ESS agenda and associated external governance and regulatory requirements. - Emerging ESS issues that could impact the Group’s operations, ESS initiatives, or reputation. - Haleon’s ESS engagement with relevant external stakeholders, NGOs and other interested parties. - The ESS disclosures within the Annual Report and external ESS reporting, including the Climate Action Transition Plan. Membership and meetings The Committee comprises solely Independent Non-Executive Directors. Details are set out on pages 62 and 63, together with details of attendance for the year on page 67. The Chair, CEO, Head of Transformation and Sustainability, VP Sustainability, and the Sustainability Programme Director regularly attended meetings in 2023. Other attendees were invited to meetings as appropriate. Committee induction Following the establishment of the Committee, an induction session was held with input from external experts. The session covered Haleon’s responsible business strategy, environmental and social sustainability, the external environment and mandatory reporting, regulations and disclosures relevant to the Committee’s remit. This helped to shape the Committee’s agenda for the rest of 2023, with particular focus on Haleon’s health inclusivity strategy, sustainable packaging, and external reporting. Key metrics and future reporting As part of the deep dive sessions, the Committee reviewed the scope and ambition of the Company’s health inclusivity and packaging targets. The Committee reviewed the threshold level of impact required for the Company to measure achievement against Haleon’s social impact goal, and considered how to balance the breadth of reach of the initiatives versus the depth of impact. The Committee also approved an update to Haleon’s baseline year for our Scope 3 carbon emissions and virgin petroleum-based plastic reduction targets. In addition to Haleon’s current ESS ambitions, the Committee considered Haleon’s future external ESG disclosure requirements, including how to most effectively and efficiently balance reporting requirements from different jurisdictions as a global business. Looking ahead The Committee will continue to focus on oversight in relation to packaging, carbon net zero, health inclusivity and progress against the Company’s sustainability ambitions. Committee activities Responsible business strategy - Reviewed Haleon’s half-year performance against the responsible business scorecard measures. Key metrics - Received and discussed a deep dive on the progress of Haleon’s health inclusivity strategy and social impact goals as well as sustainable packaging. - Reviewed and approved the updates to Haleon’s baseline year from 2020 to 2022 for our Scope 3 carbon emissions and virgin petroleum-based plastic reduction targets. External reporting - Considered external reporting in relation to TCFD and CSRD reporting, Haleon’s Responsible Business Report and human rights. Stakeholder engagement - Discussed regular updates on stakeholder engagement. >> See also our approach to sustainability from page 22. Corporate Governance Environmental & Social Sustainability Committee Report Haleon Annual Report and Form 20-F 2023 77 |
| Nominations & Governance Committee Report Sir Dave Lewis Chair Letter from the Chair This year the Committee focused on succession planning for the Executive Team, given there has been a number of changes. The Committee also had sessions on talent and succession within the wider organisation and received insight into the broader talent agenda for senior management. Discussions during the year also focused on progress against the Board’s Diversity & Inclusion Policy, diversity at the top two management levels of the Group and progress against our responsible business ambitions. In addition, we continued to regularly consider the composition of the Board and discussed Non-Executive Director succession. The Committee will continue to focus on its key areas of responsibility with a particular emphasis on developing a strong and diverse talent pipeline at the Board and senior management level. Key duties and responsibilities The Committee’s responsibilities include: - Leading the process for appointments to the Board. - Ensuring plans are in place for orderly succession to both the Board and senior leadership positions. - Overseeing the development of a diverse pipeline for succession at Board and senior management level. - Reviewing and recommending the Board Diversity & Inclusion Policy. - Monitoring and, where appropriate, recommending changes to the Company’s corporate governance framework. Membership and meetings Excluding the Chair, who was considered independent on appointment, the Committee comprises solely Independent Non-Executive Directors. Details are set out on pages 62 and 63, together with details of attendance for the year on page 67. The CEO and the Chief Human Resources Officer regularly attended meetings, with other attendees invited as appropriate. Sucession planning The Committee continued to build on its existing processes to strengthen its focus on succession planning. During 2023, it assessed the composition of the Board in terms of the balance of Executive and Non-Executive roles, and its skills, experience, diversity, capacity and tenure. The Committee also discussed the Company’s leadership requirements including assessing the Executive Team’s capabilities and development plans against the current and future succession needs. In addition, it reviewed the people strategy and talent agenda more broadly to help in developing a pipeline of potential future leaders. With the exception of David Denton who was appointed on 1 March 2023, the Directors were all newly appointed in July 2022 and the Committee considers that the Board’s membership and composition remains appropriate. Composition, time commitment and independence Further to the disclosure on page 71, the Committee assessed the composition and effectiveness of the Board and its Committees. This included reviewing the Committee activities Succession planning - Considered Non-Executive Director’s tenure and succession planning arrangements for the Board including the CEO and CFO. - Reviewed the composition of the Executive Team and discussed key experiences, strengths, development areas, performance and succession coverage. - Reviewed and discussed the Board skills and experience matrix for Non-Executive Directors. Board composition and diversity - Reviewed the composition of the Board and its Committees, including diversity metrics. - Discussed progress against objectives and approved the updated Board Diversity & Inclusion Policy. Evaluation and annual assessment of performance - Assessed the independence of the Non-Executive Directors. - Recommended to the Board each Director stand for re-election by shareholders at the Company’s 2023 AGM. - Reviewed and made recommendations to the Board in respect of each Director’s actual, potential or perceived conflicts of interest. - Reviewed the independence and time commitments of the Non-Executive Directors. Governance - Considered the creation of a Conduct and Standards Group and reviewed its Terms of Reference. - Discussed the feedback from the 2023 Board and Committee effectiveness review and the action plans. - Recommended the membership of the Environmental & Social Sustainability Committee. - Considered the Director induction plan for David Denton. 78 Haleon Annual Report and Form 20-F 2023 Corporate Governance |
| 技能、经验和多样性的平衡 。它还评估了每个非执行董事的时间承诺 ，并向董事会报告了这项活动的结果 。评估考虑了 内部责任及董事对外承诺的数目 及性质。所有非执行董事 都表明他们有充足的时间 投入到目前的角色中。 董事高级独立董事(SID) 在其对 主席业绩的年度审查中审查了 主席的时间承诺。根据英国《公司治理准则》第11条的规定，我们超过一半的董事会成员是 独立非执行董事。 布莱恩·苏普兰和David·丹顿不被视为独立董事，因为他们是辉瑞的提名人选。 董事会多样性、公平性和包容性 董事会及其委员会的性别、社会经济和种族背景、知识、个人属性、技能和经验 多样化。 尽管董事的所有任命都基于功绩，根据客观标准对每个候选人进行评估，主要目标是保持和提高董事会的整体有效性。 委员会根据董事会及其委员会多样性和包容性政策(政策)中规定的 董事会及其委员会多样性目标 监测进展情况，作为董事会和委员会继任规划的一部分，除了技能和经验矩阵外，委员会还定期考虑 改善多样性的外部指导。 因此，董事会在2023年更新了 政策，以反映不断发展的最佳实践和法规。 可在我们的 网站上找到该政策的副本，如下所示。 截至2024年3月15日，公司满足了富时女性领导人关于性别多样性的 审查的建议，以及 少数族裔代表 的派克审查目标。董事会 达到并超过了关于女性 代表性和种族多样性的FCA清单规则 要求，如下表所述。虽然目前没有女性 按照上市规则的要求担任主席、SID、首席执行官或首席财务官 ，但四位董事会委员会主席中有三位 以及员工参与度 董事目前由女性担任 。作为我们继任计划的一部分，以及在考虑对董事会的任命时，我们将注意上市规则的要求。 截至2023年12月31日的性别代表性 董事会成员数量 占董事会的百分比 董事会中的高级职位数量 (主席，SID，首席执行官 和首席财务官) 高管 管理层1百分比 高管 男性6 55%4 8 53% 女性5 45%0 7 47% 未指明/不愿透露- 截至2023年12月31日的种族代表人数 董事会成员 占董事会的百分比 董事会中的高级职位 (主席，SID，CEO 和CFO) 人数 高管 管理层1百分比 白人或其他白人(包括 少数白人群体)9 82%3 12 80% 混合/多民族- 亚洲/亚洲英国人2 18%1 2 17% 黑人/非洲/加勒比/黑人英国人- 其他民族，包括阿拉伯人- 没有具体说明/不想说-12 3% >有关高管团队及其直接下属的性别平衡的信息，请参见第20页。 >查看我们在www.haleon.com/who-we-are/Governance/board-and-board-committees 1的董事会多样性和包容性政策执行管理层被定义为Haleon高管团队的成员(包括首席执行官和首席财务官)。 2代表一个人驻在一个国家/地区收集多样性数据是非法的。 公司治理 提名和治理委员会报告Haleon年度报告和表格20-F 2023 79 |
| Letter from the Chair I am delighted to present the Directors’ Remuneration Report for Haleon plc for the year ended 31 December 2023. Our first Directors’ Remuneration Policy received strong shareholder support and was approved by 98.2% of shareholders at the 2023 AGM. The first Directors’ Remuneration Report received 98.7% support from our shareholders. Both the Remuneration Policy and its implementation in 2023 were designed to reward performance that delivers, at a minimum, Haleon’s investment case and drive growth, and it was therefore pleasing that shareholders have endorsed this approach. The Committee remains confident that the remuneration structure in place supports a management team that is committed to delivering consistently strong performance, while creating a sustainable, values and purpose-led Company. I would like to thank the shareholders that engaged with me and provided helpful feedback as the Committee designed, refined and finalised the remuneration structure. Tracy Clarke Chair of the Remuneration Committee 15 March 2024 Tracy Clarke Chair diversity in leadership roles. As the business is getting closer to reaching its initial deleveraging target (below 3.0x net debt/adjusted EBITDA), to ensure that the performance measures continue to support the most critical strategic objectives, for the 2024-2026 performance cycle the net debt/adjusted EBITDA measure (50% weighting) will be replaced with a combination of two alternative measures, adjusted diluted earnings per share growth (EPS) (30% weighting) and organic operating margin improvement (operating margin) (20% weighting). EPS will drive a focus on bottom-line performance, whilst operating margin will enhance the focus on profitable growth, both of which are critical to driving long-term shareholder value. The addition of EPS and operating margin improvement will rebalance the incentive structure towards a focus on profitability, highlighting the importance of achieving margin improvement alongside top-line growth. Despite this change in the 2024-2026 metrics, our strategy remains consistent. The 50% weighting on cumulative free cash flow will remain for 2024 as it continues to be a strategic priority to drive financial discipline. The generation of stable cash flow is a critical part of how value is created for our shareholders, including our ability to deliver returns. In addition, as the external commitment on recycle-ready packaging runs to 2025, this threshold will be replaced by a metric assessing the reduction in virgin petroleum-based packaging as part of the ESG qualifier for the 2024-2026 cycle. This metric is aligned with Haleon’s external commitment to reduce use of virgin petroleum-based plastic, with the threshold taking into account the change in the baseline from 2020 to 2022, as set out on page 22. In combination across the 2024 AIP and PSP, the financial measures have been chosen to align our Executive Directors’ remuneration with our strategy to deliver sustainable above-market growth and attractive returns, while running a responsible business, which is integral to all that we do. Rewarding 2023 performance 2023 was a year of strong financial performance against a set of stretching targets. Organic revenue growth was achieved at 8.0% and adjusted operating profit growth was achieved at 10.4%. However, as these targets were set in a high inflation environment, when reviewing these outcomes the Committee carefully considered the impact of inflation experienced in several markets in the context of wider business performance in 2023. On this basis, the Committee considered it appropriate to apply discretion to the 2023 annual incentive plan (AIP) outcome which resulted in a reduction of c.10 ppts compared to the formulaic result. The overall outcome under the 2023 AIP was therefore 75.2% of the maximum opportunity for the CEO and 77.7% of maximum opportunity for the CFO. The Haleon PSP Refill awards granted in March 2023 vested in March 2024, by reference to the performance period ended on 31 December 2023. These awards vested at 81% of maximum, based on performance against the Cumulative free cash flow and net debt/adjusted EBITDA targets. The full details of the 2023 remuneration paid to Directors and the basis for its determination are set out on pages 84-88. 2024 remuneration structure There have been no changes to the Directors’ Remuneration Policy approved by shareholders at the 2023 AGM. For 2024, the AIP performance measures remain (subject to aligning names and definitions of measures to the Company’s financial KPIs) Organic revenue growth (60% weighting), Organic operating profit growth (20% weighting) and individual business objectives (IBOs) (20% weighting). Following review and due consideration, the Committee concluded that the balance of measures remains in line with the investment case for Haleon, in particular the weighting towards organic revenue growth, and so no changes were made to the AIP structure for 2024. The 2023 PSP performance measures included cumulative free cash flow (50%), net debt/adjusted EBITDA (50%) and ESG qualifier thresholds on carbon reduction, recycle-ready packaging and gender Directors’ Remuneration Report 80 Haleon Annual Report and Form 20-F 2023 Corporate Governance |
| I am very grateful for the support and valuable comments that we have received. The Committee will continue to ensure that the performance measures support our strategy, including the delivery of attractive returns. I remain available for any shareholders who wish to discuss our policy, or any of the content set out in this report, ahead of the 2024 AGM. in July 2022. This is in line with the average 4.5% increase awarded to UK employees. The base fees for Non-Executive Directors will also increase by 4.5%. Shareholder engagement In December 2023, I wrote to our largest shareholders regarding the changes we are making to the 2024 PSP performance measures and other aspects of the implementation of our Directors’ Remuneration Policy in 2024. >> Further information about the measures and targets linked to incentive awards is provided on pages 85-89. Having considered all relevant factors, including workforce remuneration arrangements, inflation rates and market practice, the Committee approved a 4.5% salary increase for the Executive Directors and a 4.5% fee increase for the Chair, the first pay increase awarded to the Executive Directors and the Chair since the demerger Committee activities Executive remuneration and incentive plans - Approving the 2023 AIP and PSP targets and the 2022 AIP outcome. - Considering updates on the 2023 AIP. - Approving the 2024 AIP and PSP measures and targets. - Approving 2023 and 2024 remuneration arrangements for the members of the Haleon Executive Team, including the Executive Directors, and the Company Secretary. - Noting regular market updates on executive remuneration, investors’ views and governance. Stakeholder engagement - Considering shareholder feedback on the 2022 Directors’ Remuneration Report and the outcomes of the 2023 AGM. - Considering and approving the 2023 shareholder engagement timeline and materials. - Discussing the workforce remuneration arrangements. Governance - Approving the final 2022 and 2023 Directors’ Remuneration Reports. - Noting updates on the operation of share plans. - Approving amendments to the malus and clawback policy. - Approving the 2023 schedule of business and noting risk management procedures for the Committee. - Approving appointment of the independent Committee advisers. - Considering and approving relevant documents, policies and delegated authorities to allow the Committee to effectively discharge its responsibilities. Key duties and responsibilities The Remuneration Committee’s principal responsibilities are: - Making recommendations to the Board on remuneration principles and policy as applied to Executive Directors. - Setting, reviewing and approving individual remuneration arrangements for the Chair of the Board, Executive Directors, senior leadership and the Company Secretary, and such other executives as required. - Designing remuneration policies and practices that support the Company’s strategy and promote its long-term sustainable success. - Ensuring that performance conditions are transparent, stretching and rigorously applied. - Enabling the use of discretion over outcomes and recovery and withholding of awards where the Committee deems this to be appropriate. - Making recommendations to the Board concerning the introduction of new share incentive plans which require Board or shareholder approval. - Reviewing employee remuneration and key related policies, and the alignment of incentives and rewards, with the Company’s culture and taking these into account when determining the policy for executive remuneration. Membership and meetings The Committee comprises solely Independent Non-Executive Directors. Details are set out on page 62 and 63, together with details of attendance for the year on page 67. The Chair, CEO, Chief Human Resources Officer, Global Head of Reward and a representative from the independent remuneration adviser (PwC) attend meetings on a regular basis. Other attendees are invited to meetings as appropriate. The Committee also meets without management present. No Directors or executives are present when their own remuneration is discussed and they are not involved in determining their own remuneration. >> Details of the Committee effectiveness review are set out on page 71. Corporate Governance Directors’ Remuneration Report Haleon Annual Report and Form 20-F 2023 81 |
| The current Directors’ Remuneration Policy (Policy) was approved at the 2023 AGM and is expected to apply until the 2026 AGM. The Committee is comfortable that the current Policy operated as intended during 2023 and that the overall 2023 remuneration paid to Directors as set out below and within the Annual Report on Remuneration, was appropriate. >> The complete Policy is available on the Company’s website: www.haleon.com/who-we-are/Governance/codes-policies-and-standards Summary of the application of the Directors’ Remuneration Policy in 2023 and 2024 Element 2023 2024 2025 2026 2027 2028 Application for 2023 Application for 2024 Base Salary 2023 base salaries: - CEO: £1,250,000 - CFO: £700,000 2024 base salaries: - CEO: £1,306,250 (+4.5%) - CFO: £731,500 (+4.5%) Benefits Benefits operate in line with the Policy Benefits will operate in line with the Policy Pension arrangements Employer contributions: - CEO: 7% of salary - CFO: 7% of salary No change Annual Incentive Plan (AIP) Deferral period Maximum AIP opportunities: - CEO: 200% of salary - CFO: 200% of salary 2023 performance measures: - 60% Organic revenue growth1 - 20% Adjusted operating profit - 20% IBOs 50% of any AIP earned is deferred for three years No change to AIP opportunities 2024 performance measures (no change): - 60% Organic revenue growth - 20% Organic operating profit growth - 20% IBOs 50% of any AIP earned is deferred for three years Performance Share Plan (PSP) Vesting period Holding period 2023 PSP award levels: - CEO: 450% of salary - CFO: 350% of salary 2023 performance measures: - 50% Cumulative free cash flow - 50% Net debt/adjusted EBITDA - ESG qualifier No change to PSP award levels 2024 performance measures: - 50% Cumulative free cash flow - 30% Adjusted diluted EPS growth - 20% Organic operating margin improvement - ESG qualifier Share ownership requirements Share ownership requirements: - CEO: 450% of salary - CFO: 350% of salary No change 1 Organic revenue growth was referred to as ‘organic sales growth’ in the 2022 Directors’ Remuneration Report. This measure has not changed, however, the name has been aligned with the strategic KPI for ease of reference. Malus and clawback The Committee may apply malus and clawback at any time prior to the second anniversary of the date the cash element of an annual bonus is paid, or a share award vests. The Committee may only invoke these malus and clawback provisions in accordance with the Haleon malus and clawback policy from time to time, in circumstances such as a material misstatement of results; a failure of risk management resulting in material financial loss; an error or material misstatement which results in an overpayment (such as in the assessment of performance); a corporate failure of the Company; employee misconduct; or material reputational damage to the Company. In addition, on 1 December 2023, the Company adopted a mandatory clawback policy that complies with the SEC requirements introduced during the year. Remuneration at a glance Directors’ Remuneration Report continued 82 Haleon Annual Report and Form 20-F 2023 Corporate Governance |
| Minimum 100% £1,509,000 24% 16% 26% 20% 26% 33% 56% 58% 41% £6,274,000 £9,634,000 £5,763,000 Target Maximum Actual 2023 CEO Fixed pay AIP PSP CFO Minimum 100% £794,000 26% 17% 39% 23% 30% 53% 51% 53% 8% £3,025,000 £4,644,000 £2,046,000 Target Maximum Actual 2023 CEO 75.2% CFO 77.7% CEO 81% CFO 81% 2023 remuneration scenarios and actual remuneration received The charts below show the potential levels of remuneration which could be received by the Executive Directors under different performance scenarios based on the levels of regular AIP and PSP awards granted in the year, as well as actual remuneration received in respect of 2023 including vesting of the PSP Refill awards. What performance means for Executive Directors’ pay in 2023 At Haleon, remuneration packages are designed to ensure strong alignment between pay and performance. 2023 saw the Company perform strongly against its financial and strategic objectives which has been appropriately reflected in the incentive outcomes, as set out in the Annual Report on Remuneration from page 84. 2023 AIP outcome Following a year of strong performance, the formulaic AIP outcomes were 85.1% of maximum (CEO) and 87.6% of maximum (CFO). However, in line with the Committee’s discretion, the outcome was reduced by c.10 ppts to reflect higher than expected inflation experienced in several markets. 2023 PSP Refill awards The PSP Refill awards vested at 81% of maximum, in line with performance against the cumulative free cash flow and net debt/ adjusted EBITDA targets, combined with considerable progress on responsible business objectives. Link between incentive measures and strategy There is a strong link between Haleon’s performance measures and the Company’s strategy. A combination of financial and non-financial measures has been chosen to ensure that executive remuneration is aligned with the key performance indicators (KPIs) used by the business to monitor performance against our strategic priorities. The table below sets out the incentive measures and weightings used in 2023: Strategic KPI (as shown on pages 32-33 of this report) AIP measures PSP measures Organic revenue growth Organic revenue growth (60% weighting) Adjusted operating profit Adjusted operating profit (20% weighting) Net debt to adjusted EBITDA Net debt/adjusted EBITDA (50% weighting) Free cash flow Cumulative free cash flow (50% weighting) Carbon reduction Carbon reduction (ESG qualifier) Recycle-ready packaging Recycle-ready packaging (ESG qualifier) Gender diversity Gender diversity (ESG qualifier) Further details of the performance measures for the 2023 AIP and PSP awards, and how they are aligned with Company strategy and the creation of shareholder value, are set out on pages 85-88 of this Directors’ Remuneration Report. 2024 AIP and PSP performance measures aligned with the 2024 strategic KPIs are set out on pages 87 and 89 of this Directors’ Remuneration Report. Corporate Governance Directors’ Remuneration Report Haleon Annual Report and Form 20-F 2023 83 |
| Directors’ Remuneration Report continued Annual Report on Remuneration Planned implementation for 2024 Content within a box indicates that all the information in the panel is planned for implementation in 2024. ‘Single figure’ of remuneration – Executive Directors The following table shows a single total figure of remuneration for each Executive Director in respect of qualifying services for the 2023 and 2022 financial years. £000 Brian McNamara 2023 Brian McNamara 20223,4 Tobias Hestler 2023 Tobias Hestler 20223 Salary 1,250 719 700 410 Benefits 171 4745 45 35 Pension 88 87 49 36 Total fixed remuneration 1,509 1,280 794 481 AIP1 1,880 1,014 1,088 518 PSP2 2,374 - 164 - Total variable remuneration 4,254 1,014 1,252 518 Total remuneration6 5,763 2,294 2,046 999 1 The value of the 2023 AIP includes both the cash (50% of the AIP) and deferred portion (50% of the AIP). The deferred part of the bonus is subject to malus and clawback in accordance with the malus and clawback policies, but no further performance conditions. 2 2023 PSP vesting shows the PSP Refill awards which vested in March 2024. The value of awards has been calculated based on the average share and ADS price over the last three months of 2023 (£3.2887/$8.2421) and includes the accumulated dividends delivered in the form of shares. The actual value of vesting PSP Refill awards, based on the share price on the vesting date could not be calculated prior to the publication of this Report and therefore will be shown in the 2024 Report. Due to the share price appreciation over the vesting period, the estimated value per share of the 2023 PSP Refill awards is higher than the value per share at grant by $50,156 (£40,448) for Brian McNamara and by £2,900 for Tobias Hestler. The value of the 2023 PSP Refill award for Brian McNamara has been converted to GBP using the average 2023 exchange rate of 1.24. There were no Haleon PSP awards vesting in 2022. 3 2022 remuneration is shown for the period between Directors’ appointment (23 May 2022) and the end of the financial year (31 December 2022). 4 Pre-demerger remuneration for Brian McNamara was set in US Dollars and has been converted to GBP in the table above, using the average 2022 exchange rate of 1.24. 5 The value of 2022 benefits for Brian McNamara has been restated to show the actual cost of tax equalisation arrangements provided in line with the GSK plc policy, as set out in the 2022 Directors’ Remuneration Report. The total reduction in this value was £55,780. 6 Each remuneration element is rounded to the nearest £1,000, and totals reflect the sum of these rounded values. Salary Executive Directors received no salary increases in 2023. Executive Director Annual base salary as of 1 January 2023 Annual base salary as of 1 April 2023 Brian McNamara £1,250,000 £1,250,000 Tobias Hestler £700,000 £700,000 2024 salaries The Committee carefully considered whether any increases should be awarded to Executive Directors’ salaries in 2024. Factors that have been taken into account when considering Directors’ pay included investors’ expectations, external environment, Company performance, planned salary increases for the wider employee population, personal performance of the executives and competitive market positioning of the total remuneration packages against the main peer groups. In 2023 these peer groups included constituents of the FTSE 30 (excluding financial services) and a bespoke group of large international FMCG companies1. The Committee noted that Executive Directors’ salaries had not been reviewed since the demerger. Based on the considerations set out above, the Committee approved a 2024 salary increase of 4.5% for the Executive Directors, in line with the average increase which will be awarded to the wider UK workforce. Executive Director Annual base salary from 1 April 2024 % increase Brian McNamara £1,306,250 4.5 Tobias Hestler £731,500 4.5 1 In 2023 this group included Diageo, AstraZeneca, GSK, British American Tobacco, Vodafone Group, Imperial Brands, Danone S.A., Heineken N.V., Burberry Group, Associated British Foods, L’Oréal S.A., Pernod Ricard SA, Sanofi and Siemens Healthineers AG. Benefits 2023 benefits for Executive Directors included private healthcare (including spouse or partner and eligible dependent children), life assurance/death in service benefit, membership of a Group Income Protection plan (including self-insured, where appropriate, in line with standard policy), personal tax and financial planning, car travel, reimbursement of expenses properly incurred in the ordinary course of business, which are deemed to be taxable benefits, and (for the CEO only) home security services. Executive Directors are eligible to participate in the HM Revenue and Customs (HMRC) approved Haleon Share Save Plan and Share Reward Plan. Details of Executive Directors’ rights under the Share Save Plan are set out in the ‘Outstanding share options’ table on page 95. 84 Haleon Annual Report and Form 20-F 2023 Corporate Governance |
| 2024 benefits Benefits for 2024 remain in line with the Policy. Pension Both Executive Directors receive pension contributions at the rate of 7% of annual base salary which includes contributions to the pension plan as well as cash allowances. Executive Directors do not participate in defined benefit pension plans. Executive Director Pension plan contributions Pension allowance Total 2023 pension contributions Brian McNamara £0 £87,500 £87,500 Tobias Hestler £5,333 £43,667 £49,000 2024 Pension Pension for 2024 remains in line with the Policy. Approach to pension arrangements for Executive Directors is in line with the broader workforce. 2023 Annual Incentive Plan (AIP) awards The 2023 AIP awards were based on performance for the year ended 31 December 2023. 80% of the bonus opportunity is determined by financial performance and 20% is based upon the achievement of IBOs. The figures below represent the total 2023 AIP awards to be paid, including the portion payable in cash in 2024, and the portion deferred into shares for a further three years to be released in 2027, subject to continued employment and malus and clawback provisions. In line with the Policy, deferral provisions apply to 50% of the 2023 AIP value. 2023 AIP targets 2023 AIP outcome AIP outcome (% of max per element) Performance measures Weighting Threshold (25% of max) Target (50% of max) Maximum (100% of max) Actual Outcome (% of max) Brian McNamara Tobias Hestler Organic revenue growth 60% 3.3% 5.3% 7.3% 6.8% 88.5% 53.1% 53.1% Adjusted operating profit 20% 3.4% 7.4% 11.4% 9.2% 73.0% 14.6% 14.6% IBOs – Brian McNamara 20% Details of performance are set out on page 86. 7.5% - IBOs – Tobias Hestler - 10.0% AIP award (% of maximum) 75.2% 77.7% AIP award (value) £1,880,000 £1,087,800 The colour bars represent the actual outcome. 2023 was a year of strong financial performance. The 2023 AIP was subject to a set of ambitious targets which were defined at the beginning of the year, in line with our stretching business plan. The outcomes were at the upper end of the improved guidance provided by the Company at Half Year. Organic revenue growth was achieved at 8.0%, and adjusted operating profit growth was achieved at 10.4% (this compares to the reported organic operating profit growth of 10.8% for 2023; from 2024, the AIP measure will be aligned with the organic operating profit growth). Given that targets were set in a high inflation environment, the Committee considered whether the incentive outcome fairly reflects the underlying business performance. This analysis included determining the level of impact of higher-than-expected inflation experienced in several markets on the outcome of the 2023 AIP. Having discussed this impact, the Committee considered it appropriate to apply discretion to the 2023 AIP outcome which resulted in a reduction to the organic sales growth outcome from 8.0% to 6.8% and the adjusted operating profit from 10.4% to 9.2% to reflect the high inflationary impact. This has reduced the outcome of the 2023 AIP for the Executive Directors by c. 10 percentage points, from 85.1% of maximum for the CEO and 87.6% of maximum for the CFO to 75.2% of maximum for the CEO and 77.7% of maximum for the CFO respectively. Corporate Governance Directors’ Remuneration Report Haleon Annual Report and Form 20-F 2023 85 |
| Directors’ Remuneration Report continued Annual Report on Remuneration continued Achievement of 2023 Individual Business Objectives (IBOs) 20% of the Executive Directors’ 2023 AIP is linked to the achievement of IBOs which were focused on key strategic objectives. In addition to the objectives outlined in the bonus, there is an expectation that the Executive Directors will each demonstrate the required high leadership standards and behaviours of the Company. At the end of the year, the Committee considered the performance of each Executive Director against pre-set objectives. At its meeting in February 2024, it concluded that 2023 had seen progress in the achievement of our strategic objectives, as described in the Strategic Report. This has been reflected in the assessment of the Executive Directors’ 2023 IBOs, showing their contribution to the execution of Group strategy during 2023. IBOs are calibrated with a high degree of stretch in them such that outcomes above target are only achieved for exceptional performance over the performance period. The table below summarises performance against the key 2023 IBOs for the current Executive Directors: Brian McNamara Objective Description of performance Portfolio Review Carry out a category portfolio review and commence implementation – Review of category brand portfolio to align with Haleon’s strategic priorities. – Divested Lamisil successfully with agreement to divest Chapstick. – Evaluation of other M&A opportunities. Culture Develop the blueprint for Haleon cultural development and deliver the streamlined organisation objective – Culture plans devised and implementation started with further stages to be completed in 2024. – Changes implemented amongst others, include cascade of leadership standards through the organisation, update of talent review processes, installation of employee health and wellbeing working groups, review of the compensation and benefits policies. Growth strategy Define growth strategy for key markets to deliver accelerated growth – Long term strategy further developed for key markets to accelerate our growth momentum. – A number of strategic initiatives have been deployed, with further implementation steps to be completed in 2024. Recognising Mr McNamara’s performance against his IBOs during 2023, the Committee judged that 7.5% of a maximum of 20% attributable to IBOs was appropriate to reflect the progress made against the stretching objectives set. Tobias Hestler Objective Description of performance Productivity Build a 3-year productivity plan – Productivity programme successfully set-up and in execution, in line with the Board-approved 3-year plan. – Savings goal fully embedded into operational plans across all business units. – 2023 project milestones and targets have been delivered in line with expectations. Review of strategy in key markets – Review completed and aligned with the Board. – Kicked-off execution delivering a detailed project plan, and engagement strategy. Portfolio Review Carry out a category portfolio review and commence implementation – Review of category brand portfolio to align with Haleon’s strategic priorities. – Divested Lamisil successfully with binding agreement to divest Chapstick through a combination of cash and passive minority structure allowing Haleon to participate in further value creation of the brand. – Evaluation of other M&A opportunities. Recognising Mr Hestler’s performance against his IBOs during 2023, the Committee judged that 10% of a maximum of 20% attributable to IBOs was appropriate to reflect the progress made against the stretching objectives set. 86 Haleon Annual Report and Form 20-F 2023 Corporate Governance |
| Deferral policy for the 2023 AIP In line with the Policy, 50% of the 2023 AIP awards (to be paid in March 2024) have been deferred for three years into conditional awards over Haleon shares, subject to continued employment and malus and clawback provisions. Deferred Annual Bonus Plan (DABP) awards in respect of the 2022 AIP made in 2023 The following table sets out details of mandatory deferral into the DABP of the 2022 AIP awards made on 23 March 2023: Executive Director Type of award Nature of award Number of shares subject to award Grant price1 Face value at grant Brian McNamara DABP Conditional shares 127,512 £3.23 £411,865 Tobias Hestler DABP Conditional shares 70,995 £3.23 £229,314 1 Grant price is calculated as the average closing share price over the three business days immediately preceding the grant date. 2024 AIP awards In line with the Policy, for 2024 the target and maximum AIP opportunities for our Executive Directors will be: Executive Director Target opportunity (% of salary) Maximum opportunity (% of salary) Brian McNamara 100% 200% Tobias Hestler 100% 200% Performance will be based on Group financial performance targets aligned to the Group’s KPIs, as well as IBOs. The measures and percentage weightings will remain unchanged from 2023, with names and definitions updated to align with the strategic KPIs: - Organic revenue growth (60%); - Organic operating profit growth (20%); and - Individual Business Objectives (20%). 2024 AIP targets are considered commercially sensitive and will be disclosed in the 2024 Annual Report. In line with the Policy, 50% of all 2024 AIP awards will be deferred for three years into conditional awards over Haleon shares, subject to continued employment, malus and clawback provisions. Performance Share Plan Refill awards vesting As set out in our 2022 Report, ‘Refill’ share awards were granted to the Executive Directors (as well as other former GSK employees) in respect of the lapsed portion of GSK share awards that were time pro-rated at demerger. PSP Refill awards were granted on 23 March 2023 and vested on 1 March 2024. The performance measures for the PSP Refill awards were aligned with the measures for the annual 2022 PSP awards, being cumulative free cash flow (50%) and net debt/adjusted EBITDA (50%). The targets were aligned with those used for the 2022 award and were calibrated to reflect the shorter performance period. Target ranges Outcome Performance measures Weighting Minimum (25% vesting)1 Maximum (100% vesting)1 Actual outcome Level of vesting Cumulative free cash flow (Measured on a cumulative basis over the performance period FY 22-23) 50% £2,905m £3,543m 3,443m 88% Net debt/adjusted EBITDA (Measured as a ratio at year end 2023) 50% 3.4x 2.8x 3.0x 74% Overall vesting level (% of maximum) 81% The colour bars represent the actual outcome. 1 Straight-line interpolation is applied for performance between minimum and maximum. Corporate Governance Directors’ Remuneration Report Haleon Annual Report and Form 20-F 2023 87 |
| Directors’ Remuneration Report continued Annual Report on Remuneration continued The Committee also considered progress made during 2023 on carbon reduction, recycle-ready packaging and gender diversity when determining the vesting outcome. Based on the considerable progress on responsible business objectives shown in 2023, no reduction was applied to the level of vesting shown below. Executive Director Number of shares awarded Type of award Percentage of the PSP Refill award vesting Number of shares vesting Value of shares vesting2 Brian McNamara 434,906 ADS1 81% 357,197 £2,374,237 Tobias Hestler 60,878 Ordinary shares 81% 50,011 £164,471 1 Each ADS represents two ordinary shares. 2 The value of the 2023 PSP Refill award at vesting for Brian McNamara has been converted to GBP using the average 2023 exchange rate of 1.24. Due to the share price appreciation over the vesting period, the estimated value per share of the 2023 PSP Refill awards is higher than the value per share at grant by $50,156 (£40,448) for Brian McNamara and by £2,900 for Tobias Hestler. Performance Share Plan awards made in 2023 Brian McNamara and Tobias Hestler were granted awards with a face value of 450% of salary and 350% of salary respectively. The following table sets out details of awards made on 23 March 2023: Executive Director End of the performance period Type of award Nature of award Number of shares subject to award Grant price1 Face value at grant Brian McNamara 31 December 2025 PSP Conditional shares 1,741,487 £3.23 £5,625,000 Tobias Hestler 31 December 2025 PSP Conditional shares 758,514 £3.23 £2,450,000 1 Grant price is calculated as the average closing share price over the three business days immediately preceding the grant date. Performance measures for the PSP awards granted in 2023 Target ranges Measure Weighting Minimum (25% vesting)1 Maximum (100% vesting)1 Cumulative free cash flow (Measured on a cumulative basis over the performance period FY 23-25) 50% £4.520bn £5.520bn Net debt/adjusted EBITDA (Measured as a ratio at year end 2025) 50% 2.7x 2.3x 1 Straight-line interpolation is applied for performance between minimum and maximum. An ESG qualifier is also included within the 2023 PSP design, to reflect commitments that the Company has made on carbon reduction, recycle-ready packaging and gender diversity. In designing the ESG qualifier, the Committee has set thresholds for each of the three measures and, at the end of the performance period, if any of the thresholds are missed, a reduction in the level of vesting of 10% could be applied for each missed threshold. In addition, if the metrics are static or go backwards compared to the 2022 baseline, a 25% reduction in the level of vesting could be applied for each measure (i.e., a potential overall reduction of up to 75%). The ESG qualifier thresholds for the 2023 PSP are as follows: Measure Threshold Carbon reduction (Measured for 12 months to November 2025) At least 48% reduction in Scope 1 and 2 carbon emissions from the 2020 level. Recycle-ready packaging (Measured for 12 months to June 2025) At least 80% of packaging should be recycle-ready. Diversity (Quarterly average in 2025) At least 45% of leadership roles should be held by women. In determining the vesting levels and any adjustment which should apply, the Committee will also consider wider factors, including whether broader plans to meet Haleon’s responsible business commitments are on track. 88 Haleon Annual Report and Form 20-F 2023 Corporate Governance |
| Performance Share Plan awards to be made in 2024 Brian McNamara and Tobias Hestler will be granted awards with a face value of 450% of salary and 350% of salary respectively. Performance measures for the 2024 PSP awards The 2023 PSP performance measures included cumulative free cash flow (50%), net debt/adjusted EBITDA (50%) and the ESG qualifier threshold on carbon reduction, recycle-ready packaging and gender diversity in leadership roles. As the business is getting closer to reaching its initial deleveraging target (below 3.0x net debt/adjusted EBITDA), to ensure that the performance measures continue to support the most critical strategic objectives, for the 2024-2026 performance cycle the net debt/adjusted EBITDA measure (50% weighting) will be replaced with a combination of two alternative measures, adjusted diluted earnings per share growth (EPS) (30% weighting) and organic operating margin improvement (operating margin) (20% weighting). This change in financial metrics does not signal a change in strategy, which remains consistent. EPS will be aligned with the headline adjusted diluted EPS metric disclosed in the Annual Report and will be measured as compound growth over the performance period at constant currency (i.e., cumulative growth calculated each year on an organic basis, at constant currency and removing the impact of acquisitions and divestments). It is expected that one-off events, such as M&A, which were not anticipated at the time of target setting, will be excluded from the calculation in the year when the event occurred. In addition, the impact of any share buybacks will be considered by the Remuneration Committee on a case-by-case basis. Operating margin targets will be expressed as a cumulative basis points (bps) improvement and measured at constant currency. This measure is derived from organic revenue growth and organic profit growth and as such, excludes the impact of acquisitions, divestments, closures of brands, and the impact of translational currency exchange movements. It will be based on margin improvement over the performance period (i.e., cumulative improvement calculated each year on an organic basis). The 50% weighting on cumulative free cash flow will remain for 2024 as it continues as a strategic priority to drive financial discipline. The generation of stable cash flow is a critical part of how value is created for our shareholders, including our ability to deliver returns. Target ranges Measure Weighting Minimum (25% vesting)1 Maximum (100% vesting)1 Cumulative free cash flow (Measured on a cumulative basis over the performance period FY 24-26) 50% £5.310bn £6.490bn Adjusted diluted EPS growth (Measured as % growth on a cumulative basis over three years) 30% 6% p.a. 10% p.a. Organic operating margin improvement (Measured as bps improvement on a cumulative basis over three years) 20% +100 bps +270 bps 1 Straight-line interpolation is applied for performance between minimum and maximum. The Committee reviews the mix of measures in incentives on an annual basis and will continue to consider whether the performance measures remain aligned with our strategic priorities. An ESG qualifier is also included within the 2024 PSP design, to reflect commitments that the Company has made on carbon reduction, the use of plastic and gender diversity. The operation of the qualifier is unchanged from 2023, such that at the end of the performance period, if any of the thresholds are missed, a reduction in the level of vesting of 10% could be applied for each missed threshold. In addition, if the metrics are static or go backwards compared to the 2023 baseline, a 25% reduction in the level of vesting could be applied for each measure (i.e., a potential overall reduction of up to 75%). The carbon reduction and gender diversity ESG thresholds were retained in the 2024-2026 measures. The external commitment on recycle-ready packaging runs to 2025, and therefore this metric will be replaced by a metric assessing the reduction in virgin petroleum-based packaging as part of the ESG qualifier for the 2024-2026 cycle, in line with Haleon’s commitment to reduce the use of virgin petroleum-based plastic. The threshold was set taking into account the change in the baseline year from 2020 to 2022, as the 2022 data used to calculate our packaging footprint has greater availability and accuracy. More detail can be found on page 22. The ESG qualifier thresholds for the 2024 PSP are as follows: Measure Threshold Carbon reduction (Measured for 12 months to November 2026) At least 55% reduction in Scope 1 and 2 carbon emissions from the 2020 level. Reduction in virgin petroleum-based packaging (Measured for 12 months to June 2026) At least 12% reduction from the 2022 level. Diversity (Quarterly average in 2026) At least 46% of leadership roles should be held by women. In determining the vesting levels and any adjustment which should apply, the Committee will also consider wider factors, including whether broader plans to meet Haleon’s responsible business commitments are on track. Corporate Governance Directors’ Remuneration Report Haleon Annual Report and Form 20-F 2023 89 |
| 董事薪酬报告继续 薪酬年度报告继续 确定执行董事的薪酬结果时讨论的原则 在确定薪酬结果时，委员会考虑了一些关键原则： 激励结构的清晰和简单(薪酬与市场惯例保持一致，由单一的短期激励和长期激励组成)， 避免失败支付(一系列设计特点考虑风险，包括专利和追回条款)，相称性 (根据过高的目标奖励业绩)，以及在制定薪酬时符合我们的目的和文化。我们的政策如何与这些原则保持一致的完整 描述载于2022年年度报告的第86页，可在网站 www.haleon.com上查阅。 此外，在确定激励结果时，委员会可酌情考虑公司的整体业绩，包括所有相关外部因素和 股东的经验，以确保实现公平和平衡的结果 。任何酌情决定权的使用将在董事薪酬报告中解释，并可能在适当情况下成为与公司主要股东磋商的主题。 失去职位和向前任董事支付费用 2023年期间没有向董事支付失去职位的费用，也没有向前任董事支付任何款项。 股东总回报(TSR) 图表显示了2022年7月18日至2023年12月31日投资于Haleon 股票的名义金额为100 GB，而同日投资于富时100指数股票的名义金额为100 GB。之所以选择富时100指数作为比较指标，是因为该公司是该指数的成分股。为了向股东提供更多的背景信息，图表还显示了用于薪酬基准的一组定制的大型国际快速消费品公司：帝亚吉欧、阿斯利康、葛兰素史克、英美烟草、沃达丰集团、帝国品牌、达能、喜力、巴宝莉集团、联合英国食品公司、L欧莱雅、保乐力加集团、赛诺菲和西门子医疗保健股份公司2022年7月2022年7月 2023年6月 2023年5月 2023年3月 2023年2月 2023年1月 2023年8月 2022年8月 2023年9月 2022年10月 2023年10月 2023年11月 2023年12月 2022 70 80 100 110合计股东回报 2023年9月 富时100指数100Br}快消品公司 首席执行官-历史薪酬信息 下表显示了首席执行官在同一时期内的薪酬。 2022 2023年首席执行官Brian McNamara Brian McNamara 总薪酬的单位数(GB‘000)12,294 5,763 AIP结果(最高值的百分比)2 72%75% PSP归属(最大值的百分比)3 n/a 81% 1 Brian McNamara的分拆前薪酬在上表中以美元设定，并已转换为英镑。使用2022年的平均汇率1.24. 2 2022年AIP价值已按比例分配给从董事的任命(2022年5月23日)到财政年度结束(2022年12月31日)这段时间。 3 2022年没有PSP奖励。 薪酬支出的相对重要性 下表列出了2022年和2023年应支付的所有员工薪酬和股息的金额： 2022年2023年员工总成本1 GB 1,835M GB 2,149M 分部2 GB 11,930M GB 388M 1员工总成本股息按照财务报表附注7列报。 2股息列报符合财务报表附注10。90 Haleon年度报告和Form 20-F 2023公司治理 |
| 首席执行官的薪酬与员工薪酬的比较 下表将首席执行官的总薪酬与三名有代表性的英国员工在2023年和2022年的薪酬进行了比较 。每名四分位数员工的总薪酬以及其中的薪酬构成如下： 年度方法4 25%薪酬比率 薪酬比率中值 75%薪酬比率 20231选项B 93：1 50：1 38：1 20222 3选项B 64：1 32：1 24：1 2023首席执行官单位数包括PSP补足奖励的价值，该奖励是为了补偿早期获得GSK奖励时放弃的价值。该奖项授予2024年3月。2022年CEO个人数字不包括任何长期激励部分，因为第一个Haleon PSP奖是在2022年颁发给CEO的。2022年CEO薪酬比率已根据CEO 2022年福利的重述价值重新计算，如本报告中的单位数表格所示。 3员工2022年薪酬总额是根据2022年5月23日至2022年12月31日期间的收入和2022年奖金按比例计算得出的。 4请参阅下面的方法。 年份 第25个百分位数 GB 000第75个百分位数 GB 000 2023个百分点工资49 67 91 2023薪酬总额62 114 152个百分位数 按照2022年采取的方法，我们选择使用选项B作为计算CEO薪酬比率的首选方法。 考虑到Haleon不同类别英国员工的薪酬安排的复杂性，该方法允许我们利用现有的性别薪酬差距计算，从而提供了一种实用而高效的方法，使用稳健而有意义的数据来代表英国员工的薪酬水平。 公司使用2023年性别薪酬差距计算的数据来确定处于每个薪酬四分位数的员工，并且 排除了那些在2023年12月31日之前离开公司的员工。薪酬是按照本报告所载确定首席执行官薪酬总额的方法 计算的。薪酬数字参考截至2023年12月31日的财政年度而厘定。薪酬包括薪金、福利及退休金供款、将于2024年3月支付的2023年奖金，以及于2023年授予的不具业绩条件的股票奖励。 计算中没有遗漏任何组成部分，任何薪酬元素也没有作出任何调整。如有需要，实际薪酬由按比例计算的收入折算为全职等值薪酬，以反映全职合约工作时数。 委员会确定确定的雇员合理地代表薪酬四分位数，因为 他们的薪酬安排与英国大部分雇员的结构一致。委员会认为，2023财年的薪酬比率中值 与公司英国员工的薪酬、奖励和晋升政策一致。 CEO薪酬比率较上一年的变化主要归因于授予CEO的Haleon PSP续聘奖励 ，而2022年的薪酬单位数不包括任何长期激励奖励。 公司治理 董事薪酬报告Haleon年度报告和Form 20-F 2023 91 |
| Directors’ Remuneration Report continued Annual Report on Remuneration continued Percentage change in remuneration The table below sets out how the change in remuneration for each Director between 2022 and 2023 compared to a wider UK employee comparator group: Change in 2023 against 2022 Salary/fees1 (% change) Benefits2 (% change) Bonus3 (% change) Executive Directors Brian McNamara 0% -52% 4% Tobias Hestler 0% 5% 8% Chair and Non-Executive Directors Sir Dave Lewis 0% 19% n/a Manvinder Singh (Vindi) Banga 0% -52% n/a Marie-Anne Aymerich 0% 191% n/a Tracy Clarke 0% -89% n/a Dame Vivienne Cox 0% -87% n/a David Denton4 n/a n/a n/a Asmita Dubey 0% -35% n/a Deirdre Mahlan 0% 146% n/a Bryan Supran4 n/a -43% n/a John Young5 0% -11% n/a Average for all UK employees6,7 6% 35% 18% 1 Change in salary/fees for Directors is shown as the change from the post-demerger annual rate of salary applicable for 2022 to the rate applicable for 2023. 2 Change in benefits for Directors is shown as annualised value of post-demerger benefits for 2022 compared with the full value of benefits in 2023. 3 Change in bonus for the Executive Directors is shown as the annualised value of the post-demerger 2022 AIP compared with the full value of the 2023 AIP. 4 David Denton and Bryan Supran do not receive Non-Executive Director fees. David Denton joined the Board with effect from 1 March 2023. 5 John Young stepped down from the Board with effect from 28 February 2023. 6 Only a very small number of individuals are employed by the same entity as Directors. As the number of employees is fewer than five, data for this entity is not presented. Therefore the table above shows a comparison to the average remuneration for all UK employees of Haleon. 7 Average change in salary for the UK employees is the average increase awarded to the UK workforce in 2023. Average change in benefits for the UK employees represents a change in the medical benefit offering in the UK between 2022 and 2023 which resulted in an increase in the average monthly premium. Average change in bonus for the UK employees is calculated as the change in the business multiplier between 2022 and 2023 and will be re-stated in the 2024 report when actual bonus data is available. Consideration of workforce pay and approach to engagement The Board receives regular updates on employee engagement, including employee engagement survey results, with a detailed update presented annually. In addition, workforce engagement is covered on page 70, which includes commentary on how the views of employees were considered by the Board. To ensure that the remuneration-related decisions are fair and appropriate, the Committee considered employees’ pay increases when determining the appropriate salary levels for the Executive Directors and fees for the Chair. In addition, the Committee was provided with an update on bonus outcomes for the wider employee population, which were taken into account to ensure that the bonus outcomes appropriately reflect business performance at all levels in the organisation. Furthermore, the Committee approved the implementation of Haleon’s all-employee share plans and agreed the terms and details of the 2023 and 2024 share awards made to the executives and other senior employees. In 2023, the Workforce Engagement Director, Dame Vivienne Cox, conducted a series of meetings with various groups of employees across multiple geographies and functions. She covered the role of the Board and the Committee in one of her sessions, setting out how the Remuneration Committee operates and how it considers wider workforce remuneration arrangements. In addition, employees have been informed about the alignment between the executive remuneration structure and the wider workforce remuneration arrangements as part of the wider reward communications. The Directors’ Remuneration Policy, which is available on Haleon’s website, has been shared with employees, providing an opportunity to view and assess the remuneration structure which applies to the Board. The Company always welcomes employee feedback, and views on executive remuneration will be shared with the Committee. 92 Haleon Annual Report and Form 20-F 2023 Corporate Governance |
| Remuneration Committee advisers During 2023, PwC was the independent remuneration adviser to the Committee. PwC was appointed by the Committee in August 2022. As part of this process, the Committee considered the services that PwC provided to other FTSE 100 companies and Haleon’s competitors, as well as other potential conflicts of interest. PwC is a member of the Remuneration Consultants’ Group and voluntarily operates under their code of conduct when providing advice on executive remuneration in the UK. PwC regularly meets with the Chair of the Committee without management present. The Committee is comfortable that the PwC engagement partner and team providing remuneration advice to the Committee do not have connections with Haleon or its individual Directors that may impair their independence and objectivity. The total fees paid to PwC for the provision of independent advice to the Committee in 2023 were £74,500 charged on a fixed fee as well as time and materials basis. During 2023, PwC also provided other services to Haleon entities, including tax advice, internal audit and assurance, controls (e.g., SOX, organisational controls and cyber-security assessments), general management consultancy, advice relating to Group-wide projects, staff augmentation for cyber-security specific requirement, short and medium secondees, deals and transactions work. Remuneration advice is provided by an entirely separate team within PwC. Statement of voting at the Annual General Meeting (AGM) The Directors’ Remuneration Policy and the 2022 Directors’ Remuneration Report were approved by shareholders at the 2023 AGM. Each of these resolutions received a significant vote in favour by shareholders and the Committee is grateful for this support and endorsement by our shareholders. The votes received were: Resolution For % Against % Withheld To approve the Directors’ Remuneration Report 7,769,899,285 98.72% 101,062,356 1.28% 34,883,051 To approve the Directors’ Remuneration Policy 7,728,166,817 98.19% 142,531,194 1.81% 35,150,085 Directors’ service contracts and letters of appointment Brian McNamara’s and Tobias Hestler’s service contracts, dated 9 May 2022 and 10 May 2022 respectively, are subject to a 12-month notice period and any payments for loss of office will be in line with the Directors’ Remuneration Policy disclosed in the 2022 Annual Report. Executive Directors’ service contracts are available for inspection at the Company’s registered office and included as exhibits to this Annual Report and Form 20-F. The Non-Executive Directors and the Chair were each appointed by a letter of appointment for an initial term of three years, and either party may terminate the appointment on three months’ notice, or, if earlier, with the consent of the Board. All Non-Executive Directors are subject to annual re-election by shareholders at the AGM and there is no provision in their letters of appointment giving them a right to compensation upon early termination. 2023 Non-Executive Directors’ remuneration The Chair is entitled to receive an annual fee which was set at £700,000 per annum for 2023. The 2023 base fee for each other Non-Executive Director was £95,000 per annum. Bryan Supran and David Denton are Pfizer employees and do not receive any fees for acting as Non-Executive Directors of Haleon plc. Additional fees payable in 2023 were as follows: - £50,000 per annum for the Senior Independent Director; - £30,000 per annum for the Workforce Engagement Director; - £40,000 per annum for chairing the Audit & Risk Committee; - £40,000 per annum for chairing the Remuneration Committee; and - £30,000 per annum for chairing the Environmental & Social Sustainability Committee. Corporate Governance Directors’ Remuneration Report Haleon Annual Report and Form 20-F 2023 93 |
| Directors’ Remuneration Report continued Annual Report on Remuneration continued 2024 Non-Executive Directors’ remuneration The Board reviewed the Non-Executive Directors’ fees and, at the recommendation of the Chair and the CEO, approved a 4.5% increase to the base fee for the Non-Executive Directors, bringing the 2024 base fee to £99,275 per annum. In addition, a 4.5% increase was applied to the Chair’s annual fee, bringing the 2024 Chair’s fee to £731,500 per annum. No other changes were made to the remuneration of the Non-Executive Directors. ‘Single figure’ of remuneration – Non-Executive Directors The table below shows the actual fees paid to our Non-Executive Directors in 2023 and 2022. Non-Executive Director2,4 2023 fees (£000) 2023 benefits (£000) 2023 total remuneration (£000) 2022 fees (£000)1 2022 benefits (£000) 2022 total remuneration (£000) Sir Dave Lewis 700 5.6 706 426 2.9 429 Manvinder Singh (Vindi) Banga 145 0.6 146 66 0.6 67 Marie-Anne Aymerich 120 3.0 123 43 0.5 44 Tracy Clarke 135 0.2 135 61 0.6 62 Dame Vivienne Cox 125 0.4 125 57 1.3 58 David Denton3 0 0.2 0 - - - Asmita Dubey 95 1.8 97 43 1.3 44 Deirdre Mahlan 135 14.2 149 61 2.6 64 Bryan Supran 0 6.1 6 - 4.9 5 John Young3 16 0.8 17 43 0.5 44 1 Remuneration shown in the table in respect of 2022 includes fees and benefits for the period between 23 May-31 December 2022 for Sir Dave Lewis and 18 July-31 December 2022 for all other Directors, in line with their appointment dates. 2 In addition to the Directors listed in the table, prior to separation and demerger, Victoria Whyte and David Redfern were appointed as administrative directors on 20 October 2021 and resigned on 23 May 2022. They were not remunerated for these duties. 3 John Young stepped down from the Board with effect from 28 February 2023. John was succeeded as Non-Executive Director and representative of Pfizer by David Denton with effect from 1 March 2023. 4 Fees and total remuneration have been rounded to the nearest £1,000 for presentation purposes, and totals reflect the sum of these rounded values. Statement of Directors’ shareholding and share interests Total shareholding of Directors on 31 December 2023 is shown below. Director Shares beneficially owned1 Shares not subject to performance Options not subject to performance Shares subject to performance Total interest Share ownership as % of 2023 salary/fee2 Share ownership requirement met Chair Sir Dave Lewis 94,627 - - - 94,627 44% n/a Executive Directors Brian McNamara 246,572 129,069 4,717,325 5,092,966 82% No Tobias Hestler 11,631 71,861 7,919 1,732,883 1,824,294 23% No Non-Executive Directors Manvinder Singh (Vindi) Banga 329,800 - - - 329,800 1136% n/a Marie-Anne Aymerich 27,884 - - - 27,884 96% n/a Tracy Clarke 12,504 - - - 12,504 43% n/a Dame Vivienne Cox 0 - - - 0 0% n/a David Denton 0 - - - 0 n/a n/a Asmita Dubey 0 - - - 0 0% n/a Deirdre Mahlan 80,000 - - - 80,000 276% n/a Bryan Supran 50,000 - - - 50,000 n/a n/a John Young3 80,541 - - - 80,541 277% n/a 1 Beneficial interest also includes shares held indirectly through Haleon ADSs and shares/ADSs held by connected persons. 2 Share ownership as % of 2023 salary/fee is based on the average share price between 1 July and 31 December 2023 of £3.2716. Shares that count towards the requirement include beneficial holdings and unvested DABP shares on an after-tax basis. 3 John Young stepped down from the Board with effect from 28 February 2023. John was succeeded as Non-Executive Director and representative of Pfizer by David Denton with effect from 1 March 2023. The shareholding shown above is as of John Young’s resignation date. The following changes to Directors’ interests in ordinary shares or ADSs occurred between 31 December 2023 and 7 March 2024 (being the latest practicable date): 440,123 ADSs vested for Brian McNamara (357,197 released and 82,926 lapsed) and 61,621 shares vested for Tobias Hestler (50,011 released and 11,610 lapsed) under the PSP Refill awards on 1 March 2024. 94 Haleon Annual Report and Form 20-F 2023 Corporate Governance |
| Non-Executive Directors, including the Chair, are encouraged to build up a personal holding in the shares of the Company equal to the value of one year of their annual base fee. Executive Directors are required to build and maintain significant holdings of shares in Haleon over time (450% of salary for the CEO and 350% of salary for the CFO). Until these requirements have been met, Executive Directors are required to hold all Haleon shares acquired under the PSP and/or DABP (net of income tax and National Insurance contributions). Executive Directors are required to comply with shareholding requirements for two years after leaving the Company, at a level equal to the lower of their shareholding requirement immediately prior to departure or their actual shareholding on departure. During this period, former Executive Directors will be required to seek permission to deal from the Company Secretary. Outstanding share options The following table sets out the share options held by Executive Directors in the Haleon Share Save Plan as at the end of the period. No other Directors participated in any option scheme. Date of grant Exercise price Market price at 31 Dec 2023 Exercise period Number of options Beginning End Beginning of period Granted Exercised Cancelled Forfeited Lapsed End of period Tobias Hestler1,2 22 Dec 22 £2.2728 £3.2165 1 Feb 26 31 Jul 26 7,9193 Nil Nil Nil Nil Nil 7,919 1 No gain was made by Directors in 2023 on the exercise of these options. 2 No price was paid for the award of any option. 3 The total number of shares under option is calculated based on a three-year savings period with contributions of £500 per month. The exercise price represents a 20% discount from the share price at the time the invitations were sent to UK employees. The total face value of the award based on the share price on 31 December 2023 of £3.2165 is £7,473. Additional disclosures Further information is provided on compensation and interests of Directors and senior management. For the purpose of this disclosure, this group includes the Executive and Non-Executive Directors and the Executive Team. The following table sets out aggregate remuneration for this group for 2023. 2023 remuneration £000 Total compensation paid 37,381 Aggregate increase in accrued pension benefits (net of inflation) - Aggregate payments to defined contribution schemes 1,204 During 2023, members of this group were awarded shares and ADSs under the Company’s share plans, as set out in the table below. To align the interests of senior management with those of shareholders, Executive Directors and Executive Team members are required to build and maintain significant holdings of shares in Haleon over time. Selected Executive Team members are required to hold shares to an equivalent multiple of three times their base salary. Awards Dividend equivalents Shares ADSs Shares ADSs Performance Share Plan 6,326,775 1,084,997 165,726 21,370 Share Value Plan1 26,418 19,155 0 0 Deferred Investment Awards1,2 0 0 5,035 0 1 Executive Directors are not eligible to receive Deferred Investment Awards or participate in the Share Value Plan. 2 Deferred Investment Award made in 2022 represents a conversion of the legacy GSK Deferred Investment Award into Haleon shares. At 7 March 2024 (being the latest practicable date), this group and persons closely associated with them had the following interests in shares and ADSs of the Company. Interests awarded under the various share plans are described in Note 26 to the Financial Statements, ‘Employee share schemes’ on page 167. Interests as at 7 March 20241 Shares ADSs Owned 759,468 445,200 Unexercised options 7,919 0 Deferred Annual Bonus Plan 200,930 0 Performance Share Plan 12,524,482 663,441 Share Value Plan2 11,196 0 Deferred Investment Awards2,3 417,387 0 1 This disclosure excludes employees who ceased to be members of the Haleon Executive Team by 7 March 2024. 2 Executive Directors are not eligible to receive Deferred Investment Awards or participate in the Share Value Plan. 3 Deferred Investment Award made in 2022 represents a conversion of the legacy GSK Deferred Investment Award into Haleon shares. Corporate Governance Directors’ Remuneration Report Haleon Annual Report and Form 20-F 2023 95 |
| 遵守英国企业管治守则 董事会认为，本公司已于2023年1月1日至2023年12月31日期间，应用及全面遵守《2018年英国企业管治守则》(以下简称《守则》)所载的原则及规定。 下表概述本守则的 原则在整个期间的应用情况 。本守则应与战略报告及 公司管治部分一并阅读，包括 董事薪酬报告。 >>另请参阅我们于第208页概述本集团在英国的公司管治惯例与美国公司的 不同之处的摘要声明。 >>守则刊载于财务报告委员会网站： www.frc.org.uk 守则原则页(S) 董事会领导力及公司宗旨 董事会成效检讨显示董事会继续有效运作。这归功于董事的多样化和互补性的专业知识，这促进了专注于长期可持续成功的平衡决策。在与控股股东有关联的董事发生利益冲突时，谨慎的程序进行管理，包括在必要时回避某些董事会讨论。 62、63、71、186 B董事会已就集团的战略方向达成一致，并在2023年的会议上监督文化和价值观的战略、中期计划和演变。 68 C董事会通过定期更新、演示和深入关键领域来监控业绩和关键绩效指标。 公司的控制和风险管理流程由审计和风险委员会监督。 68在此期间，75 D利益相关者参与活动包括与主要机构股东、股东代表机构和员工的会议(通过员工参与董事)。股东周年大会亦为董事会提供直接与股东接触的机会。 69，70E董事会在整个期间收到有关政策和做法的最新资料。任何员工都可以通过由审计和风险委员会监督的直言不讳计划秘密地提出关注的问题。 68，73职责分工 F主席在2023年有效地领导了董事会，展示了客观的判断，并促进了开放和辩论的文化。 71G执行董事、独立非执行董事和非执行董事之间有适当的平衡。主席和行政总裁之间有明确的职责分工。 非执行董事具有不同的背景和技能。董事会有效性和评估审查 得出结论认为，所有非执行董事都是有效的，并为其职责投入了适当的时间。主席在没有执行董事出席的情况下定期与非执行董事会面。 62、63、71、78 i主席和公司秘书确保董事会及其委员会收到及时、准确和清晰的信息，以支持他们的决策。 71董事会的组成、成功和评估 董事会的任命由提名和治理委员会领导，辉瑞根据关系协议提名非执行董事的情况除外。董事须于年度股东周年大会上重新选举。 78K董事会技能汇总表由提名及管治委员会维持及审核，该委员会亦会定期审核董事会委员会的成员。 78 L董事会成效及评估审核的结论为董事会持续有效运作。高级独立董事领导对主席业绩的审查。 71审计、风险和内部控制 M审计与风险委员会负责评估外聘审计员和内部审计职能的独立性和有效性。董事会已审阅本集团所有已公布的财务报表。 73N董事会信纳该年度报告整体而言是公平、均衡及可理解的。生存能力及持续经营声明具体涵盖董事会对本集团当前及未来前景的评估。 59、74、98、190 o董事会及审核与风险委员会(根据其职权范围)已检讨主要风险、监察风险偏好及监督内部控制框架。 68，75薪酬 薪酬委员会已制定董事高管薪酬政策，并获股东于2023年股东周年大会上批准。 82董事并不参与决定本身的薪酬结果。薪酬委员会在制定董事薪酬政策时遵循了一个明确的程序。薪酬委员会在确定与业绩挂钩的高管薪酬的结果时拥有独立的判断并考虑允许的酌处权的应用。 80，83，85，86，90 96 Haleon年度报告和Form 20-F 2023公司治理 |
| Financial Statements Consolidated Financial Statements Contents Reports of independent registered public accounting firms 112 Consolidated income statement 116 Consolidated statement of comprehensive income 117 Consolidated balance sheet 118 Consolidated statement of changes in equity 119 Consolidated cash flow statement 120 Notes to the Consolidated Financial Statements 121 Sensodyne: Sensodyne is a leading global range of toothpastes, mouthwashes and toothbrushes designed to tackle sensitivity. The brand is a key growth driver in Oral Health, delivering double digit growth and gaining market share in 2023. In the US, Sensodyne recently launched two new innovations, Pronamel Active Shield and Sensitivity & Gum. The image above is taken from the Sensodyne ‘Faces and Dentists’ campaign. Haleon Annual Report and Form 20-F 2023 97 |
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| Report of independent registered public accounting firm To the Shareholders and Board of Directors Haleon plc: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheet of Haleon plc and subsidiaries (the Company) as of December 31, 2023, the related consolidated income statement, statement of comprehensive income, statement of changes in equity, and cash flow statement for the year ended December 31, 2023 and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 112 Haleon Annual Report and Form 20-F 2023 Financial Statements |
| Financial Statements Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that is material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Assessment of the recoverable amounts for the Preparation H intangible assets As discussed in Note 14 to the Consolidated Financial Statements, as of December 31, 2023, the Company has £1,103 million of indefinite useful life intangible asset related to its Preparation H brand. As discussed in Note 3, the Company performs impairment testing on an annual basis and whenever events or changes in circumstances indicate that a brand’s carrying value may exceed its recoverable amount. The recoverable amount utilised in the impairment test is estimated using a fair value less costs to sell model, which relies on certain assumptions and estimates. Key assumptions and estimates used by management in determining the recoverable amounts include the terminal growth rate and discount rate. We identified the assessment of the recoverable amount for the Preparation H intangible asset as a critical audit matter. A high degree of auditor judgment was required to evaluate the terminal growth rate and discount rate used to estimate the recoverable amount of the brand. The terminal growth rate and discount rate included subjective determinations of future market and economic conditions that were sensitive to variation. Minor changes to the assumptions used could have had a significant effect on the Company’s determination of the recoverable amount. Additionally, specialised skills and knowledge were needed to evaluate the discount rate. The following are the primary procedures we performed to address this critical audit matter: - evaluated the design and tested operating effectiveness of certain internal controls related to the indefinite life brands impairment process. This included controls over the development of the terminal growth rate and discount rate - challenged the Company’s terminal growth rate by comparing to publicly available data - performed sensitivity analysis on the terminal growth rate and discount rate to assess their impact on the Company’s determination that the fair value exceeds the carrying value - involved a valuation professional with specialised skills and knowledge who assisted in independently developing a range of discount rates and terminal growth rates using publicly available market data for comparable companies and comparing these rates with the rates by the Company. /s/ KPMG LLP We have served as the Company’s auditor since 2023. London, United Kingdom 15 March 2024 Report of independent registered public accounting firm Haleon Annual Report and Form 20-F 2023 113 |
| 独立注册会计师事务所 向股东和董事会提交的报告 Haleon plc： 对合并财务报表的意见 我们已审计了所附的Haleon plc及其子公司(本公司)截至2022年12月31日的综合资产负债表 截至2022年12月31日的相关综合收益表、全面收益表、权益变动表和现金流量表，以及相关附注(统称为综合财务报表)。我们认为， 综合财务报表按照国际会计准则委员会发布的《国际财务报告准则》，在各重大方面公平地反映了公司截至2022年12月31日的财务状况以及截至2022年12月31日的经营业绩和现金流量。 意见基础 这些综合财务报表由公司管理层负责。我们的责任是根据我们的审计对这些合并财务报表发表意见 。我们是一家在美国上市公司会计监督委员会(PCAOB)注册的公共会计师事务所，根据美国联邦证券法以及美国证券交易委员会和PCAOB的适用规则和法规，我们必须对公司保持独立。 我们(S)是根据PCAOB的标准进行审计的。这些标准要求我们计划和执行 审计，以获得关于合并财务报表是否没有重大错报的合理保证，无论是由于错误还是舞弊。我们的审计包括执行评估合并财务报表重大错报风险的程序(无论是由于错误还是欺诈)，以及执行应对这些风险的程序。这些程序包括： 在测试的基础上审查关于合并财务报表中的金额和披露的证据。我们的审计还包括评估管理层使用的会计原则和作出的重大估计，以及评估合并财务报表的整体列报情况。我们相信，我们的审计为我们的意见提供了合理的基础。 关键审计事项 下文所述的关键审计事项是指在对合并财务报表进行当期审计时产生的事项，已传达或要求传达给审计委员会，并且：(1)涉及对合并财务报表具有重大意义的账目或披露，(2)涉及我们特别具有挑战性的、主观的或复杂的判断。 传达关键审计事项不会以任何方式改变我们对合并财务报表的意见，将其作为一个整体，我们也不会，通过传达下面的关键审计事项，就关键审计事项或与之相关的账目或披露提供单独意见。 综合财务报表附注3和14披露的无限寿命品牌减值测试 于2022年12月31日，公司的资产负债表 包括与其品牌(无限寿命品牌)相关的193.33亿GB的无限可用寿命无形资产。公司 每年进行减值测试，只要发生的事件或环境变化表明某个品牌的账面价值可能超过其可收回金额。减值测试中使用的可收回金额是使用公允价值减去销售成本模型来估计的，该模型依赖于某些假设和估计。 管理层在确定可收回金额时使用的主要假设和估计包括收入增长率和贴现率。 我们将无限生命品牌的减值测试确定为关键审计事项。评估用于估计品牌可收回金额的预计收入增长率和折扣率时，需要高度具有挑战性的审计师判断 。收入增长率和贴现率包括对未来市场和经济状况的主观决定，这些因素对变化很敏感。对所用假设的微小变动可能会对本公司确定可收回金额产生重大影响。此外，还需要专业技能和知识来评估贴现率。 以下是我们为解决这一关键审计问题而执行的主要程序。我们评估了与无限生命品牌减值流程相关的某些内部控制的设计。这包括对收入增长率和贴现率的制定进行控制。我们通过以下方式评估无限生命品牌减值中使用的收入增长率： -将公司的历史预测与实际结果进行比较，以评估公司的历史准确预测能力 -将公司的历史结果与预测进行比较，以评估公司的准确预测能力 -将减值测试中使用的现金流预测与现有的外部行业数据进行比较，以评估使用的假设的合理性。 我们聘请了具有专业技能和知识的估值专业人员，他们帮助评估了在 中使用的贴现率减值测试通过将它们与使用公开可用的市场数据制定的贴现率进行比较，包括可比公司的审计。 /S/毕马威有限责任公司 我们担任公司2022年的审计师。 纽约，纽约 2023年3月20日114 Haleon年度报告和Form 20-F2023财务报表 |
| 致股东和董事会的财务报表 Haleon UK Holdings(No.2)Limited(前身为GlaxoSmithKline Consumer Healthcare Holdings(No.2)Limited)。 对财务报表的意见 我们审计了随附的综合收益表、综合全面收益表、综合权益变动表、及Haleon UK Holdings(No.2)Limited(前身为GlaxoSmithKline Consumer Healthcare Holdings(No.2)Limited)及其附属公司(“本公司”)(Haleon plc前身)截至2021年12月31日的综合现金流量表及相关附注(统称为“财务报表”)。 我们认为，财务报表在所有重大方面公平地反映了本公司截至2021年12月31日止年度的经营业绩及其现金流量。符合国际会计准则委员会(“IASB”)发布的国际财务报告准则(“IFRS”)。 本财务报表由公司管理层负责。我们的责任是根据我们的审计对 公司的财务报表发表意见。我们是一家在美国上市公司会计监督委员会(PCAOB)注册的公共会计师事务所，根据美国联邦证券法以及美国证券交易委员会和PCAOB的适用规则和法规，我们必须对公司保持独立。 我们根据PCAOB的标准进行审计。这些标准要求我们计划和执行审计，以获得财务报表是否没有重大错报的合理保证，无论是由于错误还是 欺诈。本公司不需要，也不需要我们对其财务报告的内部控制进行审计。 作为我们审计的一部分，我们需要了解财务报告的内部控制，但不是为了对公司的财务报告内部控制的有效性发表意见。因此，我们不发表此类意见。 我们的审计包括执行评估财务报表重大错报风险的程序，无论是由于错误还是舞弊，并执行应对这些风险的程序。这些程序包括在测试的基础上审查与财务报表中的数额和披露有关的证据。我们的审计还包括评估使用的会计原则和管理层做出的重大估计，以及评估财务报表的整体列报。 我们认为我们的审计为我们的意见提供了合理的基础。 /S/德勤律师事务所 英国伦敦 2022年3月11日(2023年3月20日，附注11) 我们于2019年开始担任本公司的审计师。2022年，我们成为了前身审计师。 独立注册会计师事务所Haleon年报和表格20-F 2023 115 |
