| 年報及表格20-F 2023 |
| 我們是不斷增長的消費者保健市場的全球領導者： GB 1900億 市場1 5全球類別1 9 Power Brands GB 113億 收入一覽表 我們的目標：為人類提供更好的日常健康 我們的戰略：我們的戰略旨在利用我們的產品組合和能力 並有四個關鍵支柱： 1增加 家庭滲透率 2利用 新的和新興的 機會 3保持強勁的 執行力和 財務紀律 4運行responsible business Medium-term financial指導： 年有機收入2增長4-6% 有機運營 利潤增長領先於 有機收入2增長 淨債務/調整後的 EBITDA2預計在2.5倍左右。股息 至少與 調整後收益增長 全球五大類別1、3： 非處方藥(OTC) 口腔健康 維生素、礦物質 和補充劑 (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來源：Nicholas Hall(2023)和Haleon對第三方市場數據的分析。IFRS衡量標準見第43頁。口腔健康市場地位指的是治療性口腔健康，佔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 |
| 首席執行官 總裁回顧 Brian McNamara 首席執行官 建立增長記錄 我對Haleon在2023年的表現感到非常高興，儘管 經濟背景充滿挑戰，但Haleon實現了強勁的財務業績； 證明瞭我們 品類領先品牌的實力。 在這一年中，我們提升了我們的雄心 變得更有活力和敏捷， 我們的目標是提供更好的日常健康和人性。當我回顧2023年和展望2024年及以後，我對我們繼續 為所有利益相關者創造價值的業務 充滿信心。 我們的戰略是在2023年實現 有機收入 增長8.0%(報告4.1%)， 按不變貨幣計算調整後營業利潤增長10.4% (報告營業利潤+9.4%)。重要的是，這得益於價格和銷量的增長，反映了我們品牌的質量和彈性。Haleon繼續推動消費者偏好，我們58%的品牌保持或增長了市場份額 。我們還保持了有吸引力的 財務狀況，提供了16億GB的自由現金流，使我們能夠以比預期更快的速度將槓桿率降至2023年12月31日的3.0倍。 針對 戰略支柱的強勁交付 我們的四大戰略支柱支撐着我們的 增長雄心。去年的亮點包括： -家庭滲透率增加，我們許多類別領先品牌的市場份額 都有所增加。 Sensodyne表現良好，因為更多的 消費者尋求該品牌敏感牙膏的治療 好處。例如，Sensodyne Sensitive&Gum和Sensodyne Pronamel Active Shield被評為美國牙膏市場上排名前兩位的創新產品。Panadol也 表現良好，這得益於 解決了偏頭痛和身體疼痛等專家需求 。 -利用新的和正在出現的機會，通過創新和 在更多市場向更多消費者提供我們的品牌 ，並增加渠道 滲透率。例如，我們通過進入瑞典、中東和非洲的新市場擴大了Centrum的全球足跡。我們的電子商務銷售額也增長了 ，同比增長17%，佔全球總銷售額的10%。 -保持強大的執行力和財務紀律，2023年運營 利潤增長領先於收入增長 ，以不變貨幣實現利潤率 增長， 運營槓桿積極。 -經營負責任的業務， 業務在道德標準方面取得良好進展， 環境和健康包容性 目標。在2023年期間，我們讓超過4100萬人獲得了更多改善日常健康的機會。 我們提前兩年實現了生產10億 可回收牙膏管的目標，並獲得了道瓊斯歐洲2023可持續發展指數的認可。 我們還推進了我們的多元化、 公平和包容(DEI)的雄心。 包括推出我們多樣化的 人才計劃。 建立更靈活和更具活力的業務 我們專注於確保Haleon 處於最佳地位，以實現長期穩定的 優異表現。作為一家 獨立公司，我們有一個獨特的 機會來重新評估 業務的運營方式，確保我們儘可能有效和高效地交付 。 我們的三年生產力計劃 正在進行中，提供效率和 更大的靈活性，同時支持持續的 投資。該計劃預計將在2024年和2025年實現c.GB 3億英鎊的年度總成本節約，主要是在2024年和2025年，其中約三分之一的收益預計在2024年，其餘的收益在2025年。 我們還繼續積極管理我們的 投資組合，探索 撤資和補充性收購的機會，以提供戰略和商業利益。 最近的例子包括2023年10月完成的Lamisil出售和2024年1月宣佈的ChapStick的出售 。這些撤資 使我們能夠降低複雜性並 專注於更高增長的品牌，同時提供資本配置的選擇， 與2024年用於股票回購的5億GB 分配一致，宣佈了 全年業績。 在這一年中，我們繼續 建立我們的高管團隊，以確保 能力和經驗的正確組合，以推動Haleon未來的增長和成功。 Namrata Patel被任命為首席供應鏈官 ，與首席企業事務官 Ed Petter和戰略主管Björn Timelin一起。每一家都帶來了強大的領導力 資歷和全球面向消費者的公司的經驗。 有信心實現增長雄心 我對我們的 業務和品牌組合的實力充滿信心， 繼續致力於我們的中期 增長目標。在2024年期間，我們預計 將實現4%-6%的有機收入增長，並領先於收入增長 實現有機利潤增長。隨着我們 專注於持續強勁的現金產生和有效的資本配置，我們希望為我們的股東創造價值和 誘人的回報。 謝謝您 我要感謝所有Haleon員工 在 重大轉型期間做出的巨大貢獻。 我為能與這樣一個才華橫溢、敬業的全球團隊合作感到無比自豪。 代表高管團隊，我也要 感謝董事會持續的支持和指導。 Haleon年度報告和Form 20-F 2023 5戰略報告 首席執行官評審 |
| 2018-2022年消費者醫療保健市場(GB億)1口腔健康 VMS OTC(Inc.疼痛緩解， 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強勁的全球市場份額1 Peer 1 Peer 2 Peer 3 Peer 4 6.4 5.9 3.8 3.7 3.2 Top 5 23.0% GB 1000億OTC市場 Peer 1 Peer 2 Peer 3 Peer 4 24.1 17.3 10.7 5.7 4.7 Top 5 62.5% GB 280億口腔護理市場排名第一 治療 口腔保健 我們的業務環境 行業概述和競爭格局 全球消費者保健市場是最大的市場之一， 整個消費者中最具彈性和增長最快的細分市場 在全球價值上達到了190bn1 GB。 消費者醫療保健的定義因競爭對手和行業數據來源而異 。我們將其定義為由口腔健康、VMS和OTC組成。美國是 最大的市場，佔整個市場的25%1以上，新興市場，尤其是中國、印度和巴西，提供了誘人的滲透機會。 品牌通過科學的 聲明、創新、高端和卓越的品牌塑造而脱穎而出。口腔健康 市場相對鞏固，排名前五的參與者佔據了近65%的市場份額。Haleon是該市場的第三大競爭對手，擁有約11%的市場份額，但在治療口腔健康領域排名第一，在這一細分類別中擁有約50%的市場份額。相比之下，VMS高度分散， 最大的參與者擁有約 3%的市場份額。Haleon是最大的參與者之一，儘管市場定義 可能會有很大的變化，其中包括食品和運動營養 以及多種維生素。 非處方藥類別是不同的，主要由其受監管的狀態來定義。非處方藥 無需處方即可通過零售渠道(包括藥店)購買。非處方藥由幾個類別組成，這些類別由特定消費者 需求定義，並在類別層面上進行競爭。 這些類別包括：呼吸健康、止痛、消化健康、皮膚健康和吸煙者健康。呼吸健康是受季節性需求影響最大的類別 季節性需求在北美 和歐洲因流感發病率上升而增加，這在這段時間是典型的。 更廣泛的行業動態 歷史上，大型消費者健康業務一直作為更大製藥集團的部門存在。 Haleon的歷史反映了這一點，在過去十年中， 三家消費者健康業務合併而成，在2022年上市 之前，Haleon是GSK的一部分。該行業有 越來越多的趨勢，母公司 醫藥公司考慮 通過拆分消費者健康部門來提高股東價值。 2023年，強生的原消費者健康部門拆分 ，成立了新的上市消費者健康業務肯維。此外，賽諾菲在2023年宣佈打算通過創建一家上市公司來 分離其消費者健康部門。 該行業的其他業務包括 拜耳、Church&Dwight、高露潔棕欖、 雀巢、寶潔、利潔時和 聯合利華，以及當地企業。 整個消費者健康行業競爭激烈。Haleon已經能夠 通過其宗旨、推動創新以及在科學和商業能力、技術和數字方面的投資而脱穎而出。 >>另請參閲第8頁的我們的業務模式。 1來源：Nicholas Hall(2023)和Haleon對第三方數據的分析。 6 Haleon年度報告和Form 20-F 2023戰略報告 |
| 市場驅動因素 消費者健康行業具有誘人的基本面。瞭解環境及其影響為我們的戰略提供信息，使我們能夠為市場變化做好準備，並對市場變化做出反應，並推動長期利益相關者價值。 人口增長的長期市場驅動因素和不斷壯大的中產階級代表着消費健康行業強勁的增長動力。與此同時，人口老齡化和醫療保健成本的上升正在給全球醫療體系帶來壓力。 廣泛的趨勢表明，在數字技術進步的支持下，消費者在健康方面發揮着更積極的作用，轉向自我護理。所有這些都指向消費者醫療保健市場的有利態勢。值得注意的是，儘管在新冠肺炎大流行期間面臨挑戰，以及宏觀經濟和通脹壓力，但該行業一直具有彈性。 然而，宏觀經濟環境仍然不確定，包括導致通脹、大宗商品和投入成本上升的地緣政治衝突。雖然一些影響開始消散，但消費者面臨的壓力依然存在，包括生活成本上升。我們在第12頁的戰略和市場類別部分指出了Haleon如何應對這些驅動因素。 全球經濟 轉向 新興市場 20億人口 到2050年，全球人口約 增長 人口增長，新興市場財富增加繼續推動經濟增長 。到2050年，全球人口預計將增加近20億人，其中發展中國家增長最快。中國和印度預計將貢獻約一半的經濟增長，總人口接近30億，預計在未來20年內佔全球消費支出的40%。 這代表着消費者醫療保健市場的長期增長動力，來源：世衞組織強大的購買力推動了這些經濟體的人均支出和使用量的增長。老齡化人口占60歲及以上人口的比例為14億 到2030年，60歲及以上人口的比例預計將從2020年的10億 增加到2030年的14億，到2050年幾乎翻一番，達到21億。人口老齡化開始於高收入國家(例如日本，30%的人口超過60歲)，現在正在向低收入和中等收入國家發展 ，預計到2050年，全球三分之二的60歲及以上人口將生活在低收入和中等收入國家。這帶來了 來源：誰對預防性護理和自我護理的需求增加。 消費者關注健康和 健康 79% 消費者認為健康 很重要 消費者越來越多地對自己的健康負責，採用更全面的 和個性化的方法。麥肯錫指出，在過去兩三年裏，消費者對健康的重視程度大幅上升。這將隨着我們對氣候變化如何影響人類健康的理解而不斷髮展 ，這將帶來廣泛的新的、意想不到的醫療保健需求和機會。記錄在案的氣候退化影響包括傳染病、呼吸系統疾病以及精神健康和神經問題。 來源：麥肯錫這對醫療行業來説是一個巨大的增長機會。 公共醫療系統的壓力不斷增加 美國醫療系統每花費1美元在非處方藥上節省 $7.33 非處方藥 特別是非處方藥產品為消費者提供了負擔得起的、可獲得的醫療選擇 ，並降低了醫療系統的總體成本。在全球範圍內，在財政緊張的背景下，公共衞生系統面臨着滿足患者日益增長的需求的壓力。在美國，消費者在非處方藥上的支出估計為美國醫療保健系統節省了1670億美元的藥品 來源：CHPA成本節省和不必要的就診。 大量未得到滿足的消費者需求 53% 成年人患有牙牀問題 超過60% 不使用健康牙膏 整個消費者醫療保健行業的有針對性的創新提供了一種手段 來應對新興趨勢和溢價(消費者將購買轉向優質替代品)。此外，還可以利用新興技術讓消費者直接管理自己的健康。技術正在 為教育、指導、參與和患者支持提供新的選項，以改善健康結果。這些趨勢正在推動為消費者提供預防和自我護理方面的重大變革。此外，人工智能(AI)和數字化的進步提供了在測試和創新方面提高效率的機會。 資料來源：德勤健康解決方案中心和全球U&A更新2022 Clear Haleon年度報告和Form 20-F 2023 7戰略報告 我們的商業環境 |
| 我們的市場類別： 非處方藥(OTC) 口腔保健維生素，礦物質 和補充劑 (Vms) 止痛呼吸 健康 消化健康 和其他 關鍵資源： 員工原材料 材料 供應商製造 能力 銷售和分銷 分銷 廣告和促銷 Research& development Regulatory expertise Our競爭優勢： 深刻的人類理解值得信賴的科學 我們投資了一套專有資產，以產生 深刻的人類理解以支持品牌創新， 並加強我們與衞生專業人員的合作 以幫助教育消費者。這包括專門的 購物者研究中心、消費者知識和社交傾聽數據，所有這些都旨在生成和測試 新見解並確定消費者需求。 我們利用我們的科學家提供的技術和科學專業知識，他們對監管 有很強的瞭解，並以臨牀試驗和 廣泛研究為基礎。年內，我們發佈了86份出版物，支持我們的專家參與和 產品聲明。我們將繼續投資於研究和開發(R&D)以支持我們的創新。 在我們的宗旨指導下，我們： 創新創造有意義的 和獨特的品牌 通過創新推動健康 專業倡導 我們解決 未滿足的消費者需求和新興的 趨勢，將產品定位於 特定人羣，並改進現有 產品的交付機制，以推動消費者對我們產品的偏好。 我們在廣告和促銷(A&P)活動上的投資，如 付費媒體、店內促銷、 電視和印刷，加上對數字能力的強烈關注， 通過消費者信任的 品牌提升了我們的品牌資產，從而使更多人能夠自我護理。 我們與300多萬健康專業人員建立了直接和值得信賴的關係 ， 加上訪問世界上最大的 藥房網絡， 他們認識到他們向消費者推薦的產品的強度和功效 ，為我們的 品牌和類別帶來了新的用户。 我們的商業模式 Haleon的競爭優勢源於 人類的深刻理解與值得信賴的科學相結合。 8 Haleon年度報告和Form 20-F 2023戰略報告 |
| 業務再投資 專注於再投資以推動 可持續增長。 償還債務 自分拆以來，我們已減少了 超過20億GB的淨債務。我們在 年末的槓桿率為3.0倍的淨債務/ 調整後的EBITDA(與2022年7月分拆時的c.4倍相比)。我們現在的目標是在中期內以大約2.5倍的淨債務/調整後的EBITDA 的槓桿率運營。 股東回報 Haleon的股息政策看起來 平衡了所有利益相關者的利益 ，同時確保了公司的長期成功。董事會建議派發末期股息4.2便士，使2023年派息總額增至6.0便士，約佔2023年調整後收益的35%。(2022年：30%)。包括這筆 股息，Haleon將向股東返還 8億GB，因為拆分後， 預計其普通股息的增長至少與 調整後的收益一致。此外,Haleon 將在2024年撥出5億GB用於股票回購 支出：GB 336m3(佔收入的3.0%) 交付價值 消費者客户員工政府和industry regulators Health Professionals Investors供應商 有機 運營 利潤增長 收入 增長1，2高現金 轉換 投資 增長 股東 回報 高併購 毛利率 a 和 成本紀律 在併購和創新方面增加投資 e n 收入增長1，3.4-6%推動價值-我們的財務模式 可持續增長模式 我們的競爭優勢與創新能力相結合，打造品牌和推動專家倡導為增長創造可持續的模式，並提供誘人的回報。 >>另請參閲我們的主要利益相關者，2023年業務回顧和風險處理章節，第10、34和53頁。 1中期。 2非IFRS衡量標準的定義和計算可在第43頁找到。 3包括購買物業、廠房和設備(PP&E)和無形資產。 Haleon年度報告和Form 20-F 2023 9戰略報告 我們的業務模型 |
| 我們的主要 利益相關者 對我們的主要 利益相關者有深入的瞭解，並與他們積極接觸，這是我們 長期業績和成功的基礎。 Haleon通過各種 機制與組織所有級別的利益相關者進行持續接觸。我們重視利益相關者 的互動，他們提供的見解，並監測結果。 參與主要發生在 高級領導和運營層面， 董事會負責監督。 董事也直接與利益相關者 接觸，主要是與投資者和客户接觸。 >>本部分應與後續頁面一起閲讀，以及我們第68頁的董事會活動披露。 包括我們的第172條聲明和與股東的溝通披露。 消費者 消費者想要他們 信任的、瞭解他們的 需求並關心 環境和社會的品牌。 我們所做的一切都是以消費者為中心。 我們的目標是提供更好地滿足他們需求的產品。 客户 我們的客户想要安全、創新和 可獲得的產品，使消費者 能夠改善他們的日常健康，並 以可持續發展為核心。 客户，例如大眾市場 藥店、藥店和電子商務零售商是我們業務的核心，因為它們向消費者提供我們的產品。 供應商 供應商重視基於信任的關係，並以負責任的做法、價值觀和政策為基礎。 與供應商保持健康的長期關係 幫助我們保護業務 連續性和實現我們的 環境雄心。 員工 員工希望成為 主導的目標的一部分，包容性公司 在這裏他們可以做自己， 並得到支持，在他們的職業生涯中茁壯成長。 我們的員工確保我們的業務有效運行。 我們必須吸引和留住 最優秀的人才，並保持其他 人的安全、健康和良好。 投資者 投資者希望可持續的 業績獲得長期的 股東價值，強大的 公司治理和對負責任的業務問題的管理 的承諾。 我們致力於通過 集團的戰略為我們的債務和股權投資者創造 長期可持續增長 和誘人的回報。 健康專業人員 健康專業人員希望 有效和安全的產品 得到可靠的科學信息和負責任的銷售和營銷實踐的支持。 我們與健康專業人士，如醫生、牙醫和藥劑師， 的合作 通過 建議提升績效，並幫助我們 瞭解長期趨勢。 政府和行業監管機構 有效、安全且可訪問的 產品有助於減輕醫療成本負擔，並增加 創新機會和 商業投資。 政府和行業 監管機構為我們的運營設定了法律和監管環境。我們與他們合作 促進日常健康 並管理風險。 我們的主要利益相關者 關鍵 對我們的利益相關者重要的事情 為什麼它們對Haleon 10 Haleon年度報告和Form 20-F 2023戰略報告重要 |
| 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 非處方藥(OTC) 止痛 2023年revenue £2,652m +4.0% growth +7.4% organic增長 全球市場份額1 13.5% >>有關 年內表現的詳細信息，請參閲第40頁。 我們2023年重點領域戰略支柱市場驅動因素 -在新冠肺炎相關限制停止後，對中國的市場需求做出了迴應並交付了產品。 1 2-通過面向年輕人羣的天然變體推動我們品牌的進一步創新。 1 3-繼續在之前發佈和推出新市場的基礎上 。 1 2-發佈了第五屆Haleon Pain Index，旨在幫助 健康專業人員更好地瞭解健康包容性 疼痛管理的障礙。 4我們2023年的成就 -由於新的‘Release Start Here’活動的成功，Panadol在EMEA和LatAm實現了強勁增長。此活動 針對偏頭痛、身體疼痛和頭痛等專家需求狀態。 -我們在 多個市場推出了自然變體，以擴大我們的覆蓋範圍。 我們的變體旨在吸引更年輕的消費者羣。最近推出的產品包括Panadol PanaNatra，這是我們在澳大利亞推出的產品。 -我們進一步將Advil Dual Action的範圍擴大到背痛，這是第三種最常見的疼痛適應症， 消費者需求不足，目前只有20%的消費者對當前的背痛 治療方案感到非常 滿意。該產品已 獲得了積極的早期反饋 ，方便，價值和背痛功效突出的用户。 -在中國，海倫能夠滿足 取消 新冠肺炎相關限制後， 芬比特增加的消費者需求， 儘管新冠肺炎出現了緊張的勞動條件 。我們將天津工廠的生產產量提高了一倍，以確保向中國消費者和醫院提供充足的產品。與供應商的緊密合作 確保了我們工廠的原材料供應。 -開始於2022年，完成於2023年，Haleon在呼吸道合胞病毒 (RSV)激增以及兒童感染感冒和流感 病例 激增後，與加拿大政府密切合作。 -Voltaren在意大利推出液體膠囊，並在全球範圍內擴大其24小時貼劑的滲透率。此外， 該品牌在英國推出了面向疼痛患者的數字健康工具‘Motion Coach’ ，在德國推出了與理療師合作打造的人工智能體位檢查工具‘HaltungsCheck’。 下一步是什麼 -我們正在通過提高家庭滲透率和可獲得性來推動Panadol的增長 並擴大在其他市場的系統存在。 -我們還在重建Voltaren主題的相關性，並通過提升投資、創新和品牌相關性來增加Advil的滲透率。 緩解疼痛的重要性 疼痛是一種普遍的情況， 絕大多數人 經歷疼痛，平均 人們每年經歷兩種疼痛情況 。隨着人口老齡化、久坐不動的生活方式以及氣候變化對消費者健康的影響， 疼痛發生率和頻率 持續上升。 我們在全球的位置 ，前五大品牌 佔該類別的約35%， 而Haleon是市場領導者。 我們的投資組合涵蓋系統性和 特定的子類別，由三個 Power Brands-Panadol、Advil和 Voltaren-為首，並由包括Excedrin、Advil和 Voltaren在內的 多個本地增長品牌 作為補充芬比德和爺爺。 1來源：Nicholas Hall(2023)和Haleon對第三方市場數據的分析 2來源：尼爾森智商 3來源：英國疼痛協會。 Haleon年度報告和Form 20-F 2023 15戰略報告 我們的市場類別 |
| 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. >>另請參見第21頁的網絡安全披露 。 >>有關員工的更多詳細信息，請參見本報告，包括 第70頁的 勞動力敬業度披露和第128頁的註釋7。 Haleon年度報告和表格20—F 2023 19戰略報告 我們的文化和員工 |
| 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 |
| -我們開發了一個電子學習模塊， 翻譯成15種語言， 我們於2023年推出，並將在2024年進一步推出。此外，還開發了輔導員包 ，用於工人無法使用計算機的製造現場。 -我們制定了事件響應 和溝通計劃，併為員工舉辦了跨關鍵業務職能的 研討會。 負責任的供應商 Haleon的供應鏈規模和複雜性都很大，既有直接的 ，也有間接的供應和服務，如原材料和物流。我們是製造商2030的成員，這是一個促進供應商可持續發展報告的一致性和透明度的平臺。 -我們的供應商行為準則 規定了向Haleon提供產品或服務的任何實體必須滿足的最低環境、社會和道德標準。 -我們遵循與新供應商簽訂合同的既定流程，以及我們 繼續與之合作的供應商，包括盡職調查流程和使用 批准的購買渠道。 -2023年，我們啟動了供應商ESG 預期，概述了我們 希望我們的供應商實現的目標，例如 轉向可再生電力，以及 確保某些材料獲得行業認可的認證。 -我們的第三方風險管理 流程旨在評估整個供應鏈的風險，並在必要時進行有針對性的深入盡職調查 。我們結合使用 EcoVadis和Sedex評估以及 藥品供應鏈計劃 審計來評估風險，以推動 改進。 健康和安全 我們繼續嵌入我們的環境、 健康、安全和福祉政策以及 三年戰略，以發展零傷害 文化並減少重大事故。 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. 在執行分析時進行了多項假設： -沒有為任何情景 建模當前的緩解措施。 -所有情景都是獨立建模的，即假設不同風險和機會之間沒有相關性。 -沒有 考慮實現機會所需的投資成本。 雖然許多情景模型和技術都很先進，但我們認識到這一領域的知識正在增長。 我們希望模型和途徑會隨着時間的推移而發展。模型也有 限制，並且在某些方面 建模具有挑戰性。 此外，在某些情況下，不同的模型可能會產生不同的結果 。在這些情況下，我們已 考慮了不同的結果將如何影響我們的業務。 1我們使用IPCC代表集中路徑(RCP)來評估實際氣候風險。氣候科學家通常使用RCP來評估物理氣候風險，每條路徑代表不同的温室氣體濃度軌跡，然後可以轉化為對全球變暖的影響。我們使用了世界氣候研究方案耦合模型對比項目第六階段(CMIP 6--空間分辨率調整和偏差校正)中的氣候數據來進行這一轉換。RCP用於氣候、作物和洪水模型。RCP有四條途徑，RCP8.5代表最壞的情況。 26 Haleon年度報告和Form 20-F 2023戰略報告 |
| 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) |
| 氣候相關財務披露特別工作組(TCFD)繼續 實物風險繼續 風險影響分析風險管理 由於 慢性天氣影響 原材料供應減少 由於 氣候變化 和降水模式變化導致的 氣候變化對原料生產造成的財務影響 。分析時考慮了以下原材料：玉米、小麥、薄荷、棕櫚油和大豆。 我們的巴黎雄心(1.5°C) 和無政策(4°C)情景分析中包括的潛在影響包括： -作物產量減少導致供需 影響和價格波動。 -供應短缺，可能會阻止或限制關鍵產品線的生產，並導致收入損失 -由於長期長期乾旱影響作物供應和實施灌溉解決方案等適應措施 導致成本增加。 我們進行了情景分析，以評估長期氣候變化對我們的主要作物造成的作物產量波動的財務影響。降雨量和温度的變化使用作物來源地點和作物脆弱性的數據進行了評估。還評估了熱浪和乾旱等突如其來的災害對農作物的影響，考慮到此類事件的可能性很高或不斷增加的來源地點。 在無政策(4°C)情景下，長期降水和温度模式的變化 可能會影響小麥 和玉米的來源，小麥在2023年至2050年期間經歷了最大的 平均產量百分比下降，約為37%。我們這些作物的主要採購地區(法國、美國和英國)也可能受到極端天氣事件的影響，如干旱或嚴重熱浪事件，進一步減少作物產量。 在我們的口腔保健品中，玉米是關鍵成分。 然而，預計2050年對玉米產量的影響微乎其微，佔2023年口腔保健品總收入的不到3%。 在無政策(4°C)的情況下，美國中部的某些地區可能會因為降水變化而導致玉米產量下降。 假設： -2023年的金融價值在2050年前保持不變，並對這些價值施加嚴重的物理風險衝擊。 -氣候條件對原材料供應的影響僅限於温度和降水。其他條件，如土壤質量，被排除在分析之外。 -收入影響是根據導致產量限制的作物減產來考慮的。分析中未考慮價格波動。 行動： -尋求評估用風險較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 以減少受產量和成本波動的影響。 -我們有強大的可持續採購 戰略(參見第23頁)。 -我們的採購戰略涉及從不同地理位置的多個採購選項 ，並在 可行的情況下持有材料的安全庫存。供應的連續性是我們採購團隊的首要任務。 -Haleon已經定義並啟動了其供應商 ESG期望，其中概述了我們為供應商設定的目標，例如要求 材料在相關情況下獲得行業認可的 認證。 -可持續發展要求嵌入招標過程中。 指標和目標： -我們的所有主要農業、森林、對於這一目標範圍內的關鍵材料供應鏈，我們儘可能使用公認的全球 認證計劃，例如，可持續棕櫚油圓桌會議 棕櫚油衍生產品的質量平衡認證，以及森林管理委員會(FSC)和我們的紙質包裝材料的 認可計劃 。在不具備這些條件的情況下， 我們正在與獨立專家 合作，根據每種材料的具體問題和機會，為 可持續採購定義明確的標準和流程。 巴黎雄心(1.5°C) S M L 沒有政策(4°C) S M L 1範圍包括海龍在農業、森林或海洋衍生的關鍵材料上的全球管理支出。全球管理支出覆蓋了我們的大部分內部支出 並擴展到我們的一些第三方製造網絡。 我們的可持續發展方法繼續 風險或機會的財務影響 低風險、中等風險、高風險機會 GB 10M-GB 40M-GB 80M>GB 80M 影響的關鍵時間範圍 S短期M中期L長期 0-4年5-9年10+年 28 Haleon年度報告和Form 20-F 2023戰略報告 |
| 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相關性和計算未來重點 可回收包裝5 4到2025年為所有產品包裝開發可回收解決方案， 作為我們目標的一部分，到2030年使所有包裝可回收或可重複使用 其中安全、質量和 法規允許。 Haleon的一個關鍵優先事項和承諾 是發揮其作用，加快向循環經濟的過渡。 我們跟蹤市場上可回收包裝的百分比 。 繼續使用專為回收而設計的單一材料將我們的 包裝過渡到可回收 格式。 鑑於我們的承諾 將於2025年完成，這將不再是2024年的KPI 。此KPI 將被以純石油為基礎的 塑料包裝中的減少 所取代。 2023 65% 70% 2022性別多樣性 4到2030年在全球領導角色中實現性別平等(48-52%)。 我們認為多樣性是競爭優勢的關鍵 來源，也是員工和投資者的重要考慮因素。 計算為自認為 為女性的員工佔員工總數的百分比 Br}固定員工數量。 我們2024年的目標是45.5%， 我們通過 有針對性的計劃努力實現這一目標，目標是確保我們的招聘、 流水線和開發 流程是無偏見的。 2023 43.7% 44.9% 2022員工敬業度 4建立一個員工 為工作感到自豪、感到鼓舞、 受到挑戰、受到支持並具有 個人成就感的公司。 確保員工感受到Haleon 正在履行其核心敬業度 指標措施是我們長期成功的基礎。我們在年度 員工調查中跟蹤 對我們核心敬業度指標的迴應。 繼續關注 加強我們的工作 流程，以提高 生產力、實現更大的靈活性並提供更好的 績效。計劃包括 改善我們關於變化和未來方向的溝通 2023 80% 78% 2022自我們分拆以來取得了強勁的戰略進展，Haleon審查了其關鍵績效指標，因為許多目標都在交付的視線之內 。2024年，淨債務/調整後的EBITDA將不再是關鍵績效指標，因為預計2024年交付的槓桿率將低於3.0倍。 公司承諾保持投資級資產負債表，並在中期內以約2.5倍的淨債務/調整後的EBITDA運營。此外，鑑於Haleon致力於積極的投資組合管理，以及最近宣佈出售Lamisil和ChapStick，董事會現在將在有機的基礎上考慮調整後的營業利潤增長和調整後的營業利潤率 (即排除收購和撤資的影響，並按不變貨幣計算)，這將更直接地反映公司的業績。此外，從2024年起，我們將專注於以不變貨幣計算的調整稀釋每股收益增長，以確保整個業務創造價值 。在負責任的業務中，鑑於我們對可回收包裝的承諾將於2025年完成，我們將 以減少基於原始石油的包裝來取代這一指標，這將作為海倫 2024-2026年度業績分享計劃(PSP)獎勵的ESG限定值的一部分。 我們的高管董事2023年薪酬元素董事薪酬與 特定KPI的交付相關聯，這些KPI被認為是評估業務業績和我們對利益相關者承諾最相關的 。 ESG限定值 PSP為三個負責的業務KPI設置了具有閾值的ESG限定值 。如果有任何 未達到預期的閾值，則可對每個未達到預期的閾值應用最高10%的 歸屬級別降低。如果指標與基線相比是靜態的或倒退的， 每項措施都可以將歸屬水平降低25%(即潛在的總體削減高達75%)。 績效分享計劃 50%與淨債務/調整後的 EBITDA 50%與累計 自由現金流 年度激勵計劃 60%與有機的 收入增長 20%與調整後的營業利潤掛鈎 20%將 鏈接到單個業務 目標 4報告期從2022年12月1日至2023年11月30日。 碳抵消佔我們基於市場的範圍1和2碳排放的25%。 根據方法和數據改進計算，並更新了我們2020年基線的碳排放係數，因此2022年的結果與2022年年度報告和20-F表中披露的值不同。 5報告期為2022年7月1日至2023年6月30日。我們的詞彙表中定義了6個領導角色。 Haleon年度報告和20-F 2023 33戰略報告 我們的關鍵績效指標 |
| 2023年業務回顧 首席財務官回顧 Tobias Hestler 首席財務官 我很高興地報告2023年強勁的財務表現 證明瞭我們業務的 持續彈性。自2021年以來，該業務增加了18億GB的 額外收入，10億GB的調整後 毛利潤和4億GB的調整後 營業利潤，推動了強勁的現金產生 。這意味着我們在2022年2月的資本市場日上實現了最初的槓桿率目標，比我們的預期提前了一年。因此，我們已 更新了我們的資本分配 優先事項，並計劃在2024年通過回購將5億GB返還給 股東。 Haleon現在正在變得更加靈活和以消費者為中心， 是領先的投資組合。在2023年期間，我們 檢查了我們的流程，以確保 這些流程適合用途，並在必要時進行了重組。此外，我們 主動管理了我們的投資組合 ，並同意剝離Lamisil和 ChapStick，這將把更多的重點 轉移到我們的關鍵增長領域。 我要感謝Haleon 所有人在整個業務中所做的所有努力。 盈利增長 2023年，我們報告的收入為113億GB (+4.1%)，實現了8.0%的有機收入增長 。外匯交易使營收減少了3.8%，淨併購減少了0.1%。我們看到了廣泛的有機增長 展示了我們品牌的長期吸引力和地理足跡。 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 收入增長4.1%，達到113.02億GB (2022年：108.58億GB)。不利的外匯 對總收入造成3.8%的影響。這在很大程度上是由於英鎊兑阿根廷比索、人民幣和其他新興市場貨幣走強。併購的淨影響 主要來自於2023年11月完成的Lamisil的出售 。 2023年收入有機增長8.0%。 毛利潤 報告毛利潤增長2.6% 至67.47億GB(2022年：65.77億GB)，毛利率下降90個基點至59.7%。調整後的毛利為61.9%(2022年：62.4%)，按不變貨幣計算增長了3.4%或7.3%。 調整後的毛利是由定價和持續的供應鏈以及生產效率帶來的好處推動的。這 幫助抵消了與大宗商品相關的較高成本和成本通脹，尤其是影響上半年業績的 。 下半年，這些不利因素緩解，導致 調整後的毛利率在 第四季度實現增長。 營業利潤 營業利潤增長9.4%，至 GB 19.96億GB(2022：1,825M)，營業利潤率增長90個基點，至17.7% (2022：16.8%)。調整後的營業利潤 增長3.1%，至25.49億GB(2022： GB 2,472m)，按不變貨幣計算增長10.4%。 按不變貨幣計算的調整後營業利潤增長是由強勁的 收入增長推動的，但部分被較高的應收賬款支出以及對我們 系統、流程和銷售隊伍的投資所抵消。 此外，調整後的營業利潤 受到大宗商品和 原材料成本上升以及成本通脹的影響。 淨財務成本 淨財務成本為3.68億GB(2022年： 2.07億GB)。這反映了 GB 4.02億(2022年：GB 2.58億)的財務成本，主要與 2022年3月發行92億GB票據的年化利息和財務收入3400萬GB(2022年：GB 51M)有關。 税費 法定税費為51700萬GB(2022年： GB 499m)，按報告結果計算的實際税率為31.8%(2022年： 30.8%)。2023年的税費包括與集團內轉賬相關的 GB 1.55億非現金費用。2022年税費 包括1.02億GB的非現金費用，這是由於 美國遞延税負債重估造成的，因為美國州税的混合税率因 分拆而增加。 調整後的税費為 GB 5.12億(2022年：GB 5.06億)，調整後的有效税率為 23.5%(2022：22.3%)。 税後利潤和每股收益 利潤本集團股東應佔税後為GB 10.49億 (2022年：GB 10.60億)，調整後的股東應佔税後利潤 為16.07億GB(2022年：17.0億GB)，按AER計算下降5.5% ，按不變貨幣計算上升2.5%。 按不變匯率計算的增長是由調整後的營業利潤增長10.4%推動的，但利息成本的年化和上述較高的税率部分抵消了這一增長。 這導致稀釋後每股收益為11.3便士(2022：11.5便士)，調整後稀釋後每股收益為17.3便士(2022：18.4便士)。 收入報表摘要 2023 GB m 20222 GB m%變化 收入11,302 10,858 4.1收入增長4.1%13.8% 有機收入增長1 8.0%9.0% 毛利潤6,747 6,577 2.6調整後毛利潤1 7,001 6，73.4營業利潤1,996 1,825 9.4調整後營業利潤1 2,549 2，43.1税前淨財務成本(368)(207)77.8税前利潤1,628 1,618 0.6調整後税前利潤1 2,181 2,265(3.7) 本集團股東1,049 1,060(1.0) 本集團股東應佔經調整税後溢利1 1,607 1,700(5.5) 每股普通股收益稀釋(便士)11.3 11.5(1.7) 經調整1(便士)17.3 18.4(6.0) 1非國際財務報告準則的定義及計算見第43頁。有關本集團截至2021年12月31日及2022年12月31日止年度的財務及營運表現討論，請參閲第43頁。參見2023年3月20日提交給美國證券交易委員會的Haleon 2022年年度報告和Form 20-F，36-45頁。 3淨併購(主要是出售拉米西爾)包括製造服務協議(MSA)的影響。 Haleon年度報告和Form 20-F 2023 35戰略報告 2023年業務回顧 |
| 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日的年度國際財務報告準則和調整後的結果： 2022 GB m 國際財務報告準則 結果 無形資產的淨攤銷 和減值 1重組 成本2交易相關成本3分離和 入股成本4處置 和其他5調整後的 結果 收入10,858--10,858-6,577 19-4-6,772毛利率%60.6%62.4% }營業利潤1,825 172 41 8 411 15 2,472營業利潤率%16.8%22.8% 淨財務成本(207)-(207) 税前利潤1,618 172 41 8 411 15 2,265所得税(499)(37)(7)(2)(55)94(506) 實際税率%30.8%22.3% 本年度税後利潤1,119 135 34 6 356 109 1,759下表所示將銷售成本與調整後的銷售成本進行核對的項目： 2022 GB m IFRS 結果 無形資產的淨攤銷 和減值 1重組 成本2與交易相關的成本3分離和 入職成本s4處置 和其他5調整後的 結果 銷售成本(4,281)172 19-4-(4,086) 銷售成本(4,281)172 19-4-(4,086) 下表顯示了調整後的銷售成本在相關的 組成部分中，將運營費用與調整後的運營費用進行核對： 2022 GB m IFRS 結果 無形資產的淨攤銷 和減值 1重組 成本2與交易相關的成本3分離和入賬 成本4處置 和其他5調整後的 銷售，一般和行政(4,483)-25 8 407 44(3,999) 研發(300)-(3)--(303) 其他營業收入/(費用)31-(29)2營業費用(4,752)-22 8 407 15(4,300) 下表顯示了用於將稀釋後每股收益與調整後稀釋後每股收益進行調整的項目： 2022 GB m IFRS 結果 淨攤銷 無形資產的重組及減值 成本2交易相關成本3分拆及入股成本4處置 及其他5經調整 結果 股東應佔利潤(GB M)1,060 135 34 6 356 109 1,700加權平均每股收益(百萬)9,239 9,239稀釋後每股收益(便士)11.5 1.4 0.4 0.1 3.8 1.2 18.4 1除電腦軟件外的無形資產攤銷及減值：包括1.29億GB的無形資產減值及4300萬GB的無形資產攤銷。2重組成本：包括與業務轉型活動相關的金額。3與交易有關的成本：包括與收購製造場地有關的金額。4離職及入職費用：包括與本集團作為獨立業務分拆及上市有關的款項。5處置和其他：包括處置資產和業務變更的淨收益，總計2000萬GB，由其他項目抵消，包括與PPI訴訟有關的撥備。税收影響包括1.02億GB的遞延税費，這與美國遞延税項負債的重估有關，這是由於分拆後預計將適用的美國州税混合税率的提高。 Haleon年度報告和Form 20-F 2023 45戰略報告 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 |
| 不變貨幣 集團的報告貨幣為英鎊 英鎊，但集團重大的國際業務導致了匯率的波動。 為了抵消外匯影響， 為了更好地説明每年業績的變化 ，集團 討論其結果時，使用的是‘AS 報告基準’或實際匯率(AER)(當地貨幣結果 按現行外匯匯率折算為英鎊)和使用 不變貨幣匯率(CER)。 要按不變貨幣計算結果 ，上一年度匯率用於重述當年的比較。 集團運營的主要市場的主要貨幣和相關匯率如下所示。 平均匯率：2023 2022 2021美元/GB 1.24 1.24 1.38歐元/GB 1.15 1.17 1.16元/GB 8.81 8.31 8.86有機收入增長和 有機營業利潤增長 我們的有機增長指標採用了我們的 調整後的結果，進一步排除了撤資、收購、 與撤資和關閉生產基地有關的MSA，以及從一個時期到下一個時期的外匯匯率變動的影響 。集團 相信討論有機收入 增長和有機營業利潤 增長有助於理解集團的業績和趨勢 ，因為它允許以有意義和一致的方式進行收入和營業利潤的同比 比較。 有機指標計算期間至 期間如下：使用上一年匯率 重述本年度的比較： -本年度有機指標不包括在本會計期間內收購的品牌 或企業的收入和營業利潤。 -本年度有機指標不包括在前一年1月1日至收購完成之日 內收購的品牌或企業的收入和營業利潤。 -上一年度有機指標不包括與被剝離的品牌或企業有關的 收入和營業利潤或 從處置或關閉完成前12個月起至上一會計期間結束為止的當前會計期間內關閉的 。 -上一年有機指標不包括在上一會計期間內全部剝離或關閉的品牌或企業的 收入和營業利潤。 -上一年度和本年度有機 措施不包括與撤資和關閉生產有關的可歸因於MSA的收入和營業利潤 發生在本年度或前一年的站點，每一個都是有機的 調整。進行這些調整是因為這些協議在性質上是過渡性的，對於生產站點關閉，包括 在生產站點關閉前幾個月收入和可歸因於 MSA的營業利潤逐漸減少的斜坡期。 要計算這段時間的有機增長， 上一年的有機措施減去本年度的有機措施，再除以上一年的有機 措施。 按單個地理分區的有機收入增長按價格和數量/組合變化進行了進一步討論， 定義如下： -價格：定義為可歸因於該期間 價格變化的 收入變化。價格不包括 由於(I)期間銷售的產品數量和(Ii) 期間銷售的產品的構成 對有機收入增長的影響 。價格的計算方法是當前 年淨價減去上一年淨價 乘以當年銷量。 淨價是扣除任何交易、現金或交易量後的銷售價格 在銷售點可以可靠地估計的折扣 。增值税和 其他銷售税不包括在淨價中。 -數量/組合：定義為可歸因於在此期間銷售的產品數量和構成的變化導致的收入變化 。 Haleon年度報告和Form 20-F 2023 47戰略報告 使用非IFRS衡量標準 |
| 繼續使用非國際財務報告準則計量 下表將報告的收入增長和報告的營業利潤增長分別與有機收入增長和有機營業利潤增長進行了協調。 北美地區 EMEA和 拉美地區總計 2023年與2022年(%) 收入增長1.9 6.4 3.6 4.1有機調整-0.2-0.1匯率的影響0.8 6.0 5.4 3.8有機收入增長2.7 12.6 9.0 8.0價格3.6 12.8 2.7 7.0數量/組合(0.9)(0.2)6.3 1.0北美 歐洲、中東和非洲地區和 拉美地區 公司 和其他 未分配總額 2023與2022(%) 營業利潤增長-9.4調整項目-(14.5) 調整後營業利潤增長3.5 3.4 6.9 34.6 3.1匯率的影響1.2 9.2 10.9(28.5)7.3調整後的營業利潤利潤增長(CER)4.7 12.6 17.8 6.1 10.4有機調整0.1 0.8(0.2)-0.4有機營業利潤增長4.8 13.4 17.6 6.1 10.8北美 EMEA& LatAm亞太地區總計 2022 vs 2021(%) 收入增長16.8 10.1 15.4 13.8有機調整0.3 0.9(1.0)0.2匯率的影響(11.2)(0.1)(3.8)(5.0) 有機收入增長5.9 10.9 10.6 9.0價格2.9 6.4 2.6 4.3數量/組合3.0 4.5 8.0 4.7 48 Haleon年度報告和表20-F 2023戰略報告 |
| 北美 歐洲、中東和非洲地區及其他地區 公司 及其他 未分配總額 2022與2021(%) 營業利潤增長-11.4調整項目-21.2調整後營業利潤增長29.2 1.8 9.8 5.2 13.8匯率影響(17.9)(0.6)(4.2)5.2(7.8) 調整後營業利潤增長(CER)11.3 1.2 5.6-6.0有機調整0.2 1.3(3.4)-(0.1) 有機營業利潤增長11.5 2.5 2.2-5.9北美 歐洲、中東和非洲地區和 LatAm亞太地區總計 2021與2020(%) 收入增長(6.7)(4.5)4.3(3.5) 有機調整2.4 3.4 2.0 2.7匯率影響5.6 4.6 2.8 4.6有機收入增長1 1.3 3.5 9.1 3.8價格2.2數量/組合1.6北美 歐洲、中東和非洲地區 公司和其他 未分配總額 2021與2020(%) 營業利潤增長-2.5調整項目-12.2調整後的營業利潤增長(7.7)12.0 22.336.3 4.7匯率影響6.5 7.6 2.9 3.6 6.4調整後營業利潤增長(CER)(1.2)19.6 25.2 39.9 11.1有機調整7.1 3.1 4.7-5.3有機營業利潤增長5.9 22.7 29.9 39.9 16.4 1截至2020年12月31日的年度有機收入增長不包括2020年1月1日至2020年7月31日期間作為輝瑞交易一部分收購的品牌的收入幷包括2020年8月1日至2020年12月31日期間這些品牌的應佔收入。這兩個時期的銷售模式受到新冠肺炎疫情的實質性影響 ，前一時期的銷售增長是由消費者加速購買推動的，而後一時期的消費和銷售增加則受到消費者庫存減少以及感冒和流感發病率疲軟的負面影響。 Haleon年度報告和Form 20-F 2023 49戰略報告 非國際財務報告準則的使用 |
| 繼續使用非國際財務報告準則衡量標準 市場類別 口腔健康VMS Pain Relief Respiratory Health Digestive Health和 其他總數 2023年與2022年(%) 收入增長6.1(2.1)4.0 9.9 2.0 4.1有機調整--0.2-0.5 0.1匯率的影響4.5 3.0 3.2 3.8 4.0 3.8有機收入增長10.6.9 7.4 13.7 6.5 8.0口腔健康VMS Pain Relief Respiratory Health Digestive Health和 其他總額 2022 vs 2021(%) 收入增長8.6 11.6 14.0 39.5 7.4 13.8有機調整(0.3)(0.2)(0.4)-2.2 0.2匯率的影響(2.7)(6.4)(4.7)(6.9)(6.7)(5.0) 有機收入增長5.6 5.0 8.9 32.6 2.9 9.0口腔健康VMS Pain Relief Respiratory Health Digestive Health和 其他總收入 2021年與2020年(%) 收入增長(0.8)0.5 2.1(12.8)(9.8)(3.5) 有機調整-03 0.3 6.4 7.6 2.7匯率效應5.2 3.4 4.1 4.6 5.3 4.6有機收入增長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，有機收入增長不包括在2020年1月1日至2020年7月31日期間作為輝瑞交易的一部分收購的品牌應佔收入，幷包括2020年8月1日至2020年12月31日期間這些品牌應佔收入。這兩個時期的銷售模式受到新冠肺炎疫情的實質性影響，前一時期的銷售增長是由消費者加速購買推動的，而後一時期的消費和銷售增加則受到消費者庫存減少以及感冒和流感發病率疲軟的負面影響。 50 Haleon年度報告和Form 20-F 2023年戰略報告 |
| 經調整EBITDA 經調整EBITDA按除所得税、財務 收入、財務費用、調整項目 (定義見第43頁)、物業、廠房及設備折舊及使用權折舊、電腦軟件攤銷、物業減值、廠房及設備減值、使用權資產及 電腦軟件減值淨額等税後溢利 計算。調整後的EBITDA不反映現金支出，或未來資本支出或合同承諾的需求。此外， 調整後的EBITDA不反映營運資本需求的變化或現金需求，雖然折舊和攤銷是非現金費用，但正在折舊和攤銷的 資產可能在未來被替換， 調整後的EBITDA不反映此類替換的現金 需求。 調整後的EBITDA消除了因資本結構變化(影響淨財務成本)而導致的 業績差異， 税務狀況(例如可用來抵扣 應納税利潤的淨營業虧損)、有形資產的成本和使用年限(影響相對摺舊 費用)以及無形資產的可識別程度(影響相對 攤銷費用)。因此，我們 相信調整後的EBITDA提供了 有用的信息來了解和評估本集團的經營業績。 本年度的税後利潤與截至2023年12月31日的年度的調整後EBITDA之間的對賬，2022年12月31日和2021年12月31日提供如下： GB m 2023 2022 2021税後利潤1,111 1,119 1,439增加：所得税517 499 197減少：財務收入(34)(51)(17) 增加：財務支出402 258 19營業利潤1,996 1,825 1,638無形資產淨攤銷和減值224 172 16重組成本169 41 195與交易相關的成本2 8- 分離和接納成本120 411 278處置和其他38 15 45調整後的營業利潤2,549 2,472 2,172廠房和設備152 142 139增加：使用權資產折舊49 38 35增加：計算機軟件攤銷69 64 54增加：財產、廠房和設備減值、使用權和計算機軟件減值沖銷淨額 12 14 13調整後EBITDA 2,831 2,730 2,413 Haleon年度報告和Form 20-F 2023 51戰略報告 非IFRS措施的使用 |
| 繼續使用非國際財務報告準則計量 自由現金流量 自由現金流量計算為淨現金 來自經營活動的流入加上來自出售無形資產的現金， 出售財產、廠房和設備以及收到的利息，減去用於購買無形資產的現金流出 購買房地產、廠房和設備， 對非控股權益的分配 和支付的利息。 我們認為自由現金流對 投資者有意義，因為它是衡量本集團產生的可用於 分紅、償還債務 或為本集團的戰略舉措提供資金(包括收購)的 資金。列報自由現金流量的目的是顯示 在考慮到 維持本集團資本及營運 結構所需的現金支出(以支付利息、公司税及資本支出的形式)後，本集團控制範圍內持續產生的現金 。 將截至2023年12月31日止年度經營活動的現金淨流入調整為自由現金流量，2022年12月31日和2021年12月31日提供如下： GB m 2023年2022年2021年經營活動現金淨流入2,100 2,063 1,356購買財產、廠房和設備(234)(304)(228) 出售財產所得，廠房和設備--12購買無形資產(102)(24)(70) 出售無形資產所得246 36 137減少：分配給非控股權益(58)(48)(35) 減少：支付利息(404)(163)(15) 增加：收到利息27 19 16自由現金流量1,575 1,579 1,173淨債務 期末淨債務按短期借款(包括銀行透支和短期租賃負債)計算， 長期借款(包括長期租賃負債)，及衍生金融 負債減去現金及現金等價物 及衍生金融資產。 我們分析推動 淨負債變動的主要現金流量項目，以瞭解 及評估現金表現及使用情況，以最大限度地提高所分配資源的效率。 分析 淨負債中的現金變動可讓管理層更清楚地 確定在償還本集團的 債務後仍可供分配的 營運產生的現金水平。此外，投資者還使用淨債務與調整後EBITDA的比率， 分析師和信用評級機構分析我們在目標財務槓桿的背景下的經營業績。 截至2023年12月31日和2022年12月31日的淨債務與不同資產負債表項目的對賬如下： GB m 2023年2022年短期借款(656)(437) 長期借款(8,800)(10,003) 衍生金融負債(190)(206) 衍生金融資產88 94現金和現金等價物淨債務(8,514)(9,868) 52 Haleon年度報告和Form 20-F 2023戰略報告 |
| 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 |
| 我們的風險處理方法持續了 ，並對業務造成了不利影響 。Haleon還面臨其他企業 風險，這些風險是我們作為 集成風險管理框架的一部分進行管理的 ，包括健康和安全、產品 質量、產品用户安全、財務、 以及法律和合規性。 我們的主要風險與前一年保持不變 ，沒有以任何特定順序列出，也沒有包含與業務相關的風險的 詳盡列表。雖然已對這些風險進行了可靠的評估，但董事會不知道或評估為不太重大的其他 風險也可能出現 我們的主要風險 我們的主要風險是我們的企業風險的子集，並被 董事會認為是本集團面臨的最重大風險 ，包括那些 可能對我們的業績和/或聲譽產生重大影響，並可能威脅我們的長期業務模式或流動性的風險。 2023年的年度企業風險評估(ERA)包括風險調查和與董事會、執行團隊和業務部門總經理的 面談，以識別和評估當前和 正在出現的風險，併為2024年的內部審計計劃提供信息。ERA結果還反映了我們認為與每個企業風險相關的影響 和可能性是增加還是減少。 自上而下的過程由水平掃描補充 以識別外部 趨勢，來自組織各級風險審查會議的意見和意見 幫助我們識別機會和/或新出現的風險。 ERA結果已與ARC和董事會共享，以確認主要風險並就集團2024年的風險 管理優先事項達成一致。 這些治理論壇為 ERCC提供了對風險和問題的自下而上的看法，並監督了 關鍵風險的管理方式。開放的 溝通和充分的報告 仍然是確保Haleon的 領導者保持健全的風險文化 並隨時瞭解情況，以便迅速做出決定和採取有意義的行動的關鍵因素。 每個業務部門和職能部門的年度管理確認審查 確保關鍵風險得到很好的管理，並且 糾正和預防措施 到位以解決任何重大差距。 評估風險 我們不斷評估變化的環境帶來的 風險，以確保 適當、通過考慮潛在影響和最可能出現的情況，衡量並及時做出反應。 執行團隊由審計與風險、道德與合規負責人 組成企業風險與合規委員會(ERCC)。ERCC 每季度召開一次會議，確保風險 得到充分管理，並在整個集團範圍內有效地部署風險 管理框架。ERCC 討論企業和新興風險， 審查行業趨勢、監管 發展、備受矚目的事件 和關鍵審計結果。每個企業 風險歸ERCC成員所有，該成員 負責設計和實施風險緩解策略，並定期向ARC和ERCC報告風險更新。 在職能、業務單位、市場和站點級別，定期風險審查會議 確保對風險進行更詳細的審查，並確保戰略優先事項的運作。 主要風險和 鏈接到戰略描述和風險開發 我們的成功 取決於我們識別 和探索業務 機會以實現有機 增長的能力。 由於戰略和/或財務規劃不足、缺乏創新，未能實現我們的中期有機增長目標 執行不力可能會 侵蝕股東價值並損害我們的聲譽。 考慮到某些類別的滲透率有限 以及消費者醫療保健與 消費者醫療保健的契合度 消費者的需求和社會人口趨勢將繼續在全球和本地層面吸引競爭對手， 潛在的增長空間將繼續吸引全球和本地的競爭對手。 這使我們面臨產品組合與消費者需求或需求不一致的風險，以及 創新不響應競爭對手產品的風險， 消費者偏好或市場結構的變化。 此外，增加客户集中度的風險， 市場整合和銷售渠道結構的變化可能導致定價和利潤率面臨越來越大的壓力。 從2022年開始，這種風險保持不變。 >>另請參閲第8頁上的我們的業務模型。 趨勢關鍵 增加風險 降低風險 不變 新風險 戰略關鍵 提高家庭滲透率 利用新的和正在出現的機會 3保持強大的執行力 和財務紀律 4經營負責任的業務 12 54 Haleon年度報告和Form 20-F 2023戰略報告 |
| 趨勢關鍵 增加風險 降低風險 不變 新風險 戰略關鍵 增加家庭滲透率 利用新的和新興的機會 3保持強大的執行力 和財務紀律 4經營負責任的業務 1 2主要風險和 鏈接到戰略描述和風險開發 3 4人和 組織 人才吸引和留住是 Haleon成功的關鍵 我們的運營結構的有效性。 無法吸引，在競爭激烈的市場中培養和留住多樣化的熟練員工，以適應未來的 組織，這可能會影響我們實現 戰略目標的能力。 如果我們不執行有效的人才管理 流程，包括職業發展和激勵員工 敬業度，我們將無法成功地建立 強大的僱主品牌，並最終影響我們擁有一支充分發揮其潛力的員工的能力。 未能追求適合未來的員工，快節奏環境中的高效組織 可能會損害我們目標的實現 。 從2022年起，這一風險保持不變。 >>另請參閲第18頁中的我們的文化和人員部分。 2 4值得信賴的配料 Haleon的品牌 必須向消費者反映 值得信賴的科學 和配料 。 由於沒有追求一流的科學，或者沒有監控和響應新興的配料數據和消費者的變化， 失去了客户的信心 }對產品成分的看法可能會對我們的品牌和聲譽產生負面影響。 監管和公眾對安全的審查，保健產品中配料的功效、純度和潛在的環境影響仍然是重點關注的領域。 未能積極監控配料相關風險並 應對新興配料法規和行業及市場趨勢可能會對我們的業務和聲譽造成負面影響。我們的優先領域包括：負責任的 處理環境中的活性藥物成分的實踐 ；適當使用包括納米材料的二氧化鈦 ；以及監測我們產品中可能形成亞硝胺的 。我們採取這些 負責任的商業行動，以確保我們的產品在按照指導使用並符合 現有法規的情況下是安全的。 這一風險在2023年有所增加，反映了來自政府、監管機構、非政府組織和消費者對消費者保健產品中成分的安全性和有效性的壓力和審查的迅速增加。 >>Haleon可能會因實際或感知的產品質量或其他與產品相關的問題而承擔責任或被迫召回產品。請參閲第196頁。 >>有關更多信息，請參閲www.haleon.com/our-impact/environment/sourcing-trusted-ingredients-sustainably Haleon年度報告和表20-F 2023 55戰略報告 我們的風險管理方法 |
| 我們的風險應對方法繼續 主要風險和 鏈接到戰略描述和風險開發 1 2 3 4供應鏈 彈性 對我們供應鏈的持續挑戰 我們的產能測試我們的 彈性，以確保我們滿足不斷增長的 客户需求。 由於外部或內部因素或能力不足導致我們的全球採購和供應網絡中斷或受限，導致無法滿足消費者的 需求和所需的服務水平。 最終-端到端供應鏈也受到大宗商品和能源成本上漲的影響，仍然是重點關注的領域。 這一風險在2023年有所增加，主要是預期持續和潛在的地緣政治因素和環境因素的影響。 2 4環境、社會和治理 可持續性和與氣候相關的風險 融入我們的業務和投資決策。 如果不能應對現有和正在出現的環境、社會和治理風險，可能會嚴重損害我們的聲譽，導致重大財務損失。 負責任的業績對我們的投資者、客户、消費者和員工。 我們部分依賴基礎設施變化和外部因素來實現我們的目標。重要的 依賴因素包括：全球能源供應轉向可再生能源的速度；回收行業 開發回收小型材的技術；可獲得可靠且可持續的來源或回收材料；以及快速變化的監管和立法環境。 氣候變化的不確定性質、政府反應和消費者行為帶來了額外的 挑戰和機遇。 雖然我們繼續在快速變化的外部報告和監管環境中運營，但風險從2022年起保持 不變。 >>另請參閲第22頁中我們對可持續性的方法， 包括我們的TCFD披露。 戰略重點 增加家庭滲透率 利用新的和新興的機會 3保持強大的執行力 和財務紀律 4經營負責任的業務 1 2趨勢關鍵 增加風險 降低風險 不變 新風險 56 Haleon年度報告和Form 20-F 2023戰略報告 |
| 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 |
| 合規聲明 第172節聲明 有關董事如何考慮2006年《公司法》第172(1)(A)至(F)節規定的事項的詳細信息可以在報告中找到 ，包括但不限於，主席聲明和首席執行官對第4頁和第5頁的審查，第18頁的文化和人員 ，以及我們從第22頁開始對可持續發展的方法。第69頁提供第172節説明。 非財務和可持續性信息説明 非財務和可持續性信息，包括對政策、盡職調查流程、結果和風險的描述，以及 機會的説明，如下所述。內部驗證和披露控制適用於這些領域涵蓋的所有 信息。我們與氣候有關的財務披露載於TCFD披露第24至31頁，對於(H)項，也在第32頁，188和189。 >>有關我們負責任的業務保證活動的更多信息，請參見www.haleon.com/our-impact/esg-reporting-hub A商業模式描述 我們的商業模式8環境問題 我們的可持續性方法22氣候相關特別工作組 財務披露24我們的主要業績指標32我們的風險方法53環境和社會可持續性委員會報告77注1一般信息： 氣候變化的影響123注12財產，工廠和設備：氣候變化的影響133精簡能源和 碳報告188員工事項 我們的主要利益相關者10我們的文化和人民18我們的主要績效指標32我們的風險方法53第172條聲明69員工參與度70董事薪酬報告80雜項報告 要求187社會問題我們的可持續性方法22環境和社會可持續性 委員會報告77人權 我們的文化和人民20反腐敗和反賄賂 我們的文化和人民20審計和風險委員會報告72政策，盡職調查和結果 我們的風險方法53可行性聲明59審計和風險委員會報告72非金融關鍵績效指標 我們的關鍵績效指標32環境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和業務行為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權利與現代奴隸制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 我們的現代奴隸法聲明可以在www.haleon.com的資源下找到 董事會於2024年3月15日批准了第2至60頁的《反腐敗和反賄賂www.haleon.com/who-we-are/Governance/codes-policies-and-standards The戰略報告》。 阿曼達·梅勒 公司祕書 我們的主要政策和定位聲明，包括我們的行為準則可以在Haleon的網站上找到： 60 Haleon年度報告和Form 20-F 2023戰略報告 |
| 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 |
| 技能和經驗(不包括執行董事) 此表顯示了每項相關skill/experience. Consumer Healthcare International Supply chain Technology Digital/innovation Regulatory Finance M&A/transformation Sustainability/ responsible業務的董事人數 員工參與度 治理/投資者 7 5 9 3 1 2 3 3 7 5 5 5獨立非執行董事 Marie-Anne Aymerich 獨立非執行 董事 E 任命：2022年7月18日技能和經驗：瑪麗-安妮 之前在聯合利華(英國)領導全球口腔護理類別 她在那裏開發了一個新的 高端品牌組合。在此之前， 瑪麗-安妮是路威酩軒集團迪奧香水和美容業務的品牌總經理 。 在加入路威酩軒集團之前，瑪麗-安妮 是聯合利華法國家庭護理和個人護理業務的董事經理。 其他重要任命： -皮埃爾·法佈雷集團 (非執行董事) -聖馬丁學院 (託管人， 提名委員會成員) Vivienne Cox夫人 獨立非執行董事 董事 A E R 任命時間：2022年7月18日：Vivienne 在BP plc工作了28年， 擔任過包括執行副總裁總裁 和BP天然氣、電力和可再生能源業務首席執行官在內的高級領導職務。 Vivienne之前的非執行 董事包括葛蘭素史克公司、 董事、英國天然氣集團、 力拓，培生集團和英國政府國際發展部。 其他重要任命： -維特里斯集團(主席) -文特拉集團 (非執行董事) 阿斯米塔·杜貝 獨立非執行 董事 任命：2022年7月18日技能和經驗：阿斯米塔有超過25年的消費者業務工作經驗 ，現任L歐萊雅集團首席數字和 營銷官 她擁有在中國工作和建立聯合業務合作伙伴關係的豐富經驗 曾在 葛蘭素史克消費者醫療保健數字 顧問委員會任職兩年，從2020年3月至2022年3月。 其他重要任命： -L(首席數字營銷官兼執行委員會成員) 阿曼達·梅勒 公司祕書 任命時間：2022年5月23日技能和經驗：阿曼達 帶來了豐富的公司祕書經驗，公司治理、投資者關係和投資銀行。 其他任命： -獨立董事集團 -GC100(執行委員會成員) 公司祕書 非執行董事(由輝瑞提名) David·丹頓 非執行董事任命：2023年3月1日技能和經驗：戴夫是輝瑞 Inc.的首席財務官和執行副總裁總裁，提供全球戰略財務領導 他擁有超過 25年的財務和運營專業知識，其中包括在醫療保健領域的超過 20年。 在2022年加入輝瑞之前，他 從2018年起擔任羅氏公司的首席財務官和執行副總裁總裁。在此之前，他是董事的執行副總裁兼首席財務官。 其他重要任命： -輝瑞。(首席財務官 和執行副總裁總裁) 布賴恩·蘇普蘭 非執行董事 被任命的技能和經驗：布賴恩是 高級副總裁和輝瑞的副總法律顧問。 負責就戰略舉措和業務發展交易 輝瑞管理層和董事 提供諮詢。在輝瑞任職期間，他還領導了輝瑞的知識產權和國際法律團隊，併為輝瑞的研發和製造 組織提供了法律支持。之前，布萊恩 曾在ROPES&Gray LLP工作。 其他重要任命： -輝瑞。(高級副總裁 兼副總法律顧問) >>更多詳情可在www.haleon.com/who-we-are/leadership Corporate治理 我們的董事會哈雷恩年度報告和Form 20-F2023 63中找到 |
| 種族 白人8混血/多民族1未指定/ 不願説1性別 男性6女性4我們的高管團隊 除了Brian McNamara和Tobias Hestler外，高管團隊還包括： Keith Choy 總裁，亞太地區 任命：2021年12月16日技能和經驗：Keith在消費品和健康行業擁有 近30年的經驗，並於2019年加入GSK的 消費者醫療保健業務 。他之前是輝瑞國際市場部的總裁 消費者醫療保健。Keith 還曾在惠氏 製藥和吉列擔任過職務。 Filippo Lanzi 總裁，歐洲、中東和非洲及拉美地區 任命日期：2021年12月16日技能和經驗：Filippo 於2015年加入GSK，在 成為亞太地區負責人之前， 在南歐和中東歐擔任領導職務。 在領導LatAm之前，他於2019年成為歐洲、中東和非洲地區負責人。 在此之前，他曾在諾華公司 OTC工作，擔任意大利和希臘的總經理。菲利波還在強生 和雀巢公司 擔任過 職位 首席人力資源官 任命時間：2022年3月1日：技能和經驗：馬萊德 在帝亞吉歐擔任首席人力資源官六年半 至2022年1月，在她16年的任期內，曾在帝亞吉歐歐洲和非洲業務中擔任過多個人力資源 領導職務 。在加入帝亞吉歐之前，Mairéad在愛爾蘭商業和僱主聯合會工作了三年。Mairéad將於2024年5月離開Haleon。 Lisa Paley 總裁，北美任命：2021年12月16日技能和經驗：在2019年加入GSK消費者醫療保健業務之前，Lisa在輝瑞消費者醫療保健工作了 十年，最近是 總裁，北美。 她之前是強生 銷售副總裁 ，還在 輝瑞消費者保健/ 華納-蘭伯特公司擔任過各種職務。 Namrata Patel 被任命為首席供應鏈官 任命時間：2023年11月6日：Namrata在製造和端到端供應鏈管理方面擁有 廣泛的全球經驗 。她 曾在可口可樂公司、吉列和寶潔等公司擔任高級領導職務，目前是牛津生物醫藥公司 董事會的獨立非執行董事 董事。 巴特·德德(首席供應鏈官)，艾米·蘭杜奇(首席數字技術官)， 李準勇(首席執行官戰略和辦公室負責人)，Teri Lyng (轉型和可持續發展負責人) 在2021年12月16日至2023年12月31日期間擔任 執行團隊成員。 上市規則要求的 性別和種族代表的詳細細分 見第79頁。 64 Haleon年度報告和Form 20-F 2023公司治理 |
| Ed Petter 首席企業事務官 任命：2024年1月1日技能和經驗：Ed在過去七年中曾在BT Group plc擔任集團企業事務官和執行委員會成員。他曾 在勞埃德銀行集團和麥當勞擔任領導職務，在麥肯錫公司和藍色盧比肯工作了四年。 Franck Riot 首席研發官 任命時間：2021年12月16日技能和經驗：Franck Riot擁有超過20年領導消費者主導行業研發的經驗。 在2019年加入GSK的消費者醫療保健業務之前，他 是達能公司精華乳業和植物為基礎的事業部研究和創新部門的副總裁 。在此之前，他是遊牧食品公司的董事集團研發人員， 之前在達能擔任過各種研發 領導職務。 塔瑪拉·羅傑斯 首席營銷官 任命時間：2021年12月16日：塔瑪拉在快速消費品公司擁有 30年的經驗。 在2019年加入葛蘭素史克的消費者醫療保健業務之前， Tamara在聯合利華(英國)工作了近25年 ，最近擔任執行副總裁總裁， 北美個人護理 ，在此之前擔任全球高級副總裁除臭劑 。Tamara是全球自我保健聯合會的董事會成員。 Bjarne Philip Tellmann 總法律顧問任命時間：2021年12月16日技能和經驗：在2020年加入GSK的消費者醫療保健業務之前，Bjarne是培生公司的總法律顧問，在此之前，他在美國、歐洲和亞洲的可口可樂公司以及金佰利公司擔任過一系列的法律 領導職務。Bjarne在Sullivan &Cromwell LLP和White and Case LLP開始了他的私人執業生涯。 Bjarne將於2024年3月離開Haleon。 Bjorn Timelin 被任命為戰略主管 任命：2023年10月2日：Bjorn是McKinsey& 公司的 高級合夥人，專門為面向消費者的公司 和商業主題 提供服務，客户遍及零售、消費者包裝商品、媒體、 和奢侈品行業。在此之前，他在寶潔英國和瑞士的美容護理部門工作了四年。 >>更多詳細信息可在www.haleon.com/who-we-are/leadership Corporate治理 我們的執行團隊Haleon年度報告和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節聲明 審計委員會認為，在2023年期間， 它的行動是為了促進公司的長期成功，以造福於其成員 ，同時適當考慮了第172條規定的因素。 瞭解公司利益相關者的需求和期望 對於Haleon的目標來説是 基本的：以人道的方式提供更好的日常健康。 董事會在2023年做出關鍵決策時如何考慮第172條的職責和 主要利益相關者的例子如下。 Lamisil和ChapStick的撤資 董事會考慮了下列第172條因素：公司的長期成功，與供應商的關係， 成員之間公平行事的必要性，以及保持高標準的商業行為。 董事會如何考慮這些因素： -董事會進行了一次戰略投資組合審查，以確定將支持Haleon增長雄心的潛在撤資和投資機會。 -董事會考慮了品牌投資組合的細分以及撤資的最佳時機和優先順序，以促進 有機增長和長期回報。 -董事會收到了有關品牌投資組合的最新情況，2023年全年的競爭格局和客户前景。 -在評估撤資選擇時，董事會考慮了財務影響、適銷性、分離問題、執行速度、供應鏈簡化。 -為了能夠將戰略重點放在Power Brands和Local Growth品牌上，董事會同意剝離Lamisil和ChapStick 品牌。 -董事會審查了收到的出售Lamisil和ChapStick的要約。在接受每個最終報價時，董事會考慮了 回報水平、撤資對Haleon的財務影響、對員工的影響、業務風險以及交付的時間表 。董事會認為，這些撤資將使Haleon能夠專注於更長期、可持續增長的關鍵戰略領域。 文化轉型 董事會考慮了下列第172條因素：員工、業務關係、保持高標準的業務行為、以及公司的長期成功。 董事會如何考慮這些因素： -公司一直在進行文化轉型，將Haleon的文化發展為一家獨立的消費者健康企業。 -員工一直致力於支持Haleon塑造其企業文化，並最終影響其業績和增長以及推動行為。 -董事會舉行了一次專門的文化會議，審查2023年員工敬業度調查的反饋意見，以及在實現Haleon成為目標領導者的雄心方面取得的進展。以消費者為中心，注重績效，是2024年管理層關注的主要領域。 -董事會討論並考慮了Haleon生產力計劃作為Haleon文化演變的一部分的影響。 -董事會定期討論員工敬業活動的反饋，並審議2024年員工敬業度計劃。 -董事會鼓勵管理層將客户放在任何文化變革的核心位置。這導致文化 描述符得到了擴展，將“以消費者為中心”包括在內，認識到在消費者健康業務中需要在宗旨、文化和品牌之間建立明確的聯繫。 與股東的溝通 在這一年裏，董事們通過 面對面和虛擬會議與 股東和投資者接觸，以 討論進展和業績 對照Haleon的戰略。 -首席執行官和CFO與分析師和投資者進行了現場 聊天，作為 以及多次投資者路演的面對面會議。 -主席會見了集團的某些主要機構股東。 -薪酬委員會主席與主要機構股東就 2024年年度和長期激勵措施進行了通信。 -發佈了Haleon的第一次年度股東大會，散户股東 參與。 -董事會通過首席執行官的報告 定期討論股東的意見。首席財務官和投資者關係團隊的更新。 董事會行為和標準 董事會高度重視為 公司設定正確的行為標準，並創造一種文化，使 能夠並鼓勵員工 做正確的事情。所有董事會成員都完成了關於行為準則的培訓，其中包括反賄賂和腐敗。 公司治理 第172節聲明Haleon年度報告和表格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. 其他定期會議與會者也被要求提供反饋。 委員會的調查結果與每個委員會主席分享 ，而董事會的調查結果在與更廣泛的董事會討論 之前，作為一個整體與提名和治理委員會分享。 董事會和每個委員會的行動計劃在2024年達成一致，詳情見下表。 董事績效 主席對每個董事的個人績效進行評估。 評估結果將作為 在下一屆股東周年大會上建議股東重新選舉董事的依據。主席 與每個 董事進行了一對一的討論，討論內容包括： -他們的業績和個人 有效性。 -他們對Haleon的時間投入， -包括 外部利益的潛在影響。 -他們的持續個人發展。 -董事會的組成，包括 非執行董事繼任計劃。 - 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.減值測試 本質上是判斷的，需要管理層做出多項估計，包括與每個品牌未來的收入增長、終端增長率、利潤率和折扣率有關的估計。 對於那些淨空水平有限的品牌，委員會 還審查並質疑管理層提供的敏感性分析，以瞭解關鍵假設的變化 的影響。委員會對管理層使用的假設感到滿意，並考慮 並審閲了集團的相關減值披露。更多詳情請參閲第136頁的綜合財務報表附註14 。 74 Haleon年報及表格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、經驗和多樣性的平衡 。它還評估了每個非執行董事的時間承諾 ，並向董事會報告了這項活動的結果 。評估考慮了 內部責任及董事對外承諾的數目 及性質。所有非執行董事 都表明他們有充足的時間 投入到目前的角色中。 董事高級獨立董事(SID) 在其對 主席業績的年度審查中審查了 主席的時間承諾。根據英國《公司治理準則》第11條的規定，我們超過一半的董事會成員是 獨立非執行董事。 布萊恩·蘇普蘭和David·丹頓不被視為獨立董事，因為他們是輝瑞的提名人選。 董事會多樣性、公平性和包容性 董事會及其委員會的性別、社會經濟和種族背景、知識、個人屬性、技能和經驗 多樣化。 儘管董事的所有任命都基於功績，根據客觀標準對每個候選人進行評估，主要目標是保持和提高董事會的整體有效性。 委員會根據董事會及其委員會多樣性和包容性政策(政策)中規定的 董事會及其委員會多樣性目標 監測進展情況，作為董事會和委員會繼任規劃的一部分，除了技能和經驗矩陣外，委員會還定期考慮 改善多樣性的外部指導。 因此，董事會在2023年更新了 政策，以反映不斷髮展的最佳實踐和法規。 可在我們的 網站上找到該政策的副本，如下所示。 截至2024年3月15日，公司滿足了富時女性領導人關於性別多樣性的 審查的建議，以及 少數族裔代表 的派克審查目標。董事會 達到並超過了關於女性 代表性和種族多樣性的FCA清單規則 要求，如下表所述。雖然目前沒有女性 按照上市規則的要求擔任主席、SID、首席執行官或首席財務官 ，但四位董事會委員會主席中有三位 以及員工參與度 董事目前由女性擔任 。作為我們繼任計劃的一部分，以及在考慮對董事會的任命時，我們將注意上市規則的要求。 截至2023年12月31日的性別代表性 董事會成員數量 佔董事會的百分比 董事會中的高級職位數量 (主席，SID，首席執行官 和首席財務官) 高管 管理層1百分比 高管 男性6 55%4 8 53% 女性5 45%0 7 47% 未指明/不願透露- 截至2023年12月31日的種族代表人數 董事會成員 佔董事會的百分比 董事會中的高級職位 (主席，SID，CEO 和CFO) 人數 高管 管理層1百分比 白人或其他白人(包括 少數白人羣體)9 82%3 12 80% 混合/多民族- 亞洲/亞洲英國人2 18%1 2 17% 黑人/非洲/加勒比/黑人英國人- 其他民族，包括阿拉伯人- 沒有具體説明/不想説-12 3% >有關高管團隊及其直接下屬的性別平衡的信息，請參見第20頁。 >查看我們在www.haleon.com/who-we-are/Governance/board-and-board-committees 1的董事會多樣性和包容性政策執行管理層被定義為Haleon高管團隊的成員(包括首席執行官和首席財務官)。 2代表一個人駐在一個國家/地區收集多樣性數據是非法的。 公司治理 提名和治理委員會報告Haleon年度報告和表格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 |
| 董事薪酬報告繼續 薪酬年度報告繼續 確定執行董事的薪酬結果時討論的原則 在確定薪酬結果時，委員會考慮了一些關鍵原則： 激勵結構的清晰和簡單(薪酬與市場慣例保持一致，由單一的短期激勵和長期激勵組成)， 避免失敗支付(一系列設計特點考慮風險，包括專利和追回條款)，相稱性 (根據過高的目標獎勵業績)，以及在制定薪酬時符合我們的目的和文化。我們的政策如何與這些原則保持一致的完整 描述載於2022年年度報告的第86頁，可在網站 www.haleon.com上查閲。 此外，在確定激勵結果時，委員會可酌情考慮公司的整體業績，包括所有相關外部因素和 股東的經驗，以確保實現公平和平衡的結果 。任何酌情決定權的使用將在董事薪酬報告中解釋，並可能在適當情況下成為與公司主要股東磋商的主題。 失去職位和向前任董事支付費用 2023年期間沒有向董事支付失去職位的費用，也沒有向前任董事支付任何款項。 股東總回報(TSR) 圖表顯示了2022年7月18日至2023年12月31日投資於Haleon 股票的名義金額為100 GB，而同日投資於富時100指數股票的名義金額為100 GB。之所以選擇富時100指數作為比較指標，是因為該公司是該指數的成分股。為了向股東提供更多的背景信息，圖表還顯示了用於薪酬基準的一組定製的大型國際快速消費品公司：帝亞吉歐、阿斯利康、葛蘭素史克、英美煙草、沃達豐集團、帝國品牌、達能、喜力、巴寶莉集團、聯合英國食品公司、L歐萊雅、保樂力加集團、賽諾菲和西門子醫療保健股份公司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合計股東回報 2023年9月 富時100指數100Br}快消品公司 首席執行官-歷史薪酬信息 下表顯示了首席執行官在同一時期內的薪酬。 2022 2023年首席執行官Brian McNamara Brian McNamara 總薪酬的單位數(GB‘000)12,294 5,763 AIP結果(最高值的百分比)2 72%75% PSP歸屬(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設定，並已轉換為英鎊。使用2022年的平均匯率1.24. 2 2022年AIP價值已按比例分配給從董事的任命(2022年5月23日)到財政年度結束(2022年12月31日)這段時間。 3 2022年沒有PSP獎勵。 薪酬支出的相對重要性 下表列出了2022年和2023年應支付的所有員工薪酬和股息的金額： 2022年2023年員工總成本1 GB 1,835M GB 2,149M 分部2 GB 11,930M GB 388M 1員工總成本股息按照財務報表附註7列報。 2股息列報符合財務報表附註10。90 Haleon年度報告和Form 20-F 2023公司治理 |
| 首席執行官的薪酬與員工薪酬的比較 下表將首席執行官的總薪酬與三名有代表性的英國員工在2023年和2022年的薪酬進行了比較 。每名四分位數員工的總薪酬以及其中的薪酬構成如下： 年度方法4 25%薪酬比率 薪酬比率中值 75%薪酬比率 20231選項B 93：1 50：1 38：1 20222 3選項B 64：1 32：1 24：1 2023首席執行官單位數包括PSP補足獎勵的價值，該獎勵是為了補償早期獲得GSK獎勵時放棄的價值。該獎項授予2024年3月。2022年CEO個人數字不包括任何長期激勵部分，因為第一個Haleon PSP獎是在2022年頒發給CEO的。2022年CEO薪酬比率已根據CEO 2022年福利的重述價值重新計算，如本報告中的單位數表格所示。 3員工2022年薪酬總額是根據2022年5月23日至2022年12月31日期間的收入和2022年獎金按比例計算得出的。 4請參閲下面的方法。 年份 第25個百分位數 GB 000第75個百分位數 GB 000 2023個百分點工資49 67 91 2023薪酬總額62 114 152個百分位數 按照2022年採取的方法，我們選擇使用選項B作為計算CEO薪酬比率的首選方法。 考慮到Haleon不同類別英國員工的薪酬安排的複雜性，該方法允許我們利用現有的性別薪酬差距計算，從而提供了一種實用而高效的方法，使用穩健而有意義的數據來代表英國員工的薪酬水平。 公司使用2023年性別薪酬差距計算的數據來確定處於每個薪酬四分位數的員工，並且 排除了那些在2023年12月31日之前離開公司的員工。薪酬是按照本報告所載確定首席執行官薪酬總額的方法 計算的。薪酬數字參考截至2023年12月31日的財政年度而釐定。薪酬包括薪金、福利及退休金供款、將於2024年3月支付的2023年獎金，以及於2023年授予的不具業績條件的股票獎勵。 計算中沒有遺漏任何組成部分，任何薪酬元素也沒有作出任何調整。如有需要，實際薪酬由按比例計算的收入折算為全職等值薪酬，以反映全職合約工作時數。 委員會確定確定的僱員合理地代表薪酬四分位數，因為 他們的薪酬安排與英國大部分僱員的結構一致。委員會認為，2023財年的薪酬比率中值 與公司英國員工的薪酬、獎勵和晉升政策一致。 CEO薪酬比率較上一年的變化主要歸因於授予CEO的Haleon PSP續聘獎勵 ，而2022年的薪酬單位數不包括任何長期激勵獎勵。 公司治理 董事薪酬報告Haleon年度報告和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 |
| 遵守英國企業管治守則 董事會認為，本公司已於2023年1月1日至2023年12月31日期間，應用及全面遵守《2018年英國企業管治守則》(以下簡稱《守則》)所載的原則及規定。 下表概述本守則的 原則在整個期間的應用情況 。本守則應與戰略報告及 公司管治部分一併閲讀，包括 董事薪酬報告。 >>另請參閲我們於第208頁概述本集團在英國的公司管治慣例與美國公司的 不同之處的摘要聲明。 >>守則刊載於財務報告委員會網站： www.frc.org.uk 守則原則頁(S) 董事會領導力及公司宗旨 董事會成效檢討顯示董事會繼續有效運作。這歸功於董事的多樣化和互補性的專業知識，這促進了專注於長期可持續成功的平衡決策。在與控股股東有關聯的董事發生利益衝突時，謹慎的程序進行管理，包括在必要時迴避某些董事會討論。 62、63、71、186 B董事會已就集團的戰略方向達成一致，並在2023年的會議上監督文化和價值觀的戰略、中期計劃和演變。 68 C董事會通過定期更新、演示和深入關鍵領域來監控業績和關鍵績效指標。 公司的控制和風險管理流程由審計和風險委員會監督。 68在此期間，75 D利益相關者參與活動包括與主要機構股東、股東代表機構和員工的會議(通過員工參與董事)。股東周年大會亦為董事會提供直接與股東接觸的機會。 69，70E董事會在整個期間收到有關政策和做法的最新資料。任何員工都可以通過由審計和風險委員會監督的直言不諱計劃祕密地提出關注的問題。 68，73職責分工 F主席在2023年有效地領導了董事會，展示了客觀的判斷，並促進了開放和辯論的文化。 71G執行董事、獨立非執行董事和非執行董事之間有適當的平衡。主席和行政總裁之間有明確的職責分工。 非執行董事具有不同的背景和技能。董事會有效性和評估審查 得出結論認為，所有非執行董事都是有效的，併為其職責投入了適當的時間。主席在沒有執行董事出席的情況下定期與非執行董事會面。 62、63、71、78 i主席和公司祕書確保董事會及其委員會收到及時、準確和清晰的信息，以支持他們的決策。 71董事會的組成、成功和評估 董事會的任命由提名和治理委員會領導，輝瑞根據關係協議提名非執行董事的情況除外。董事須於年度股東周年大會上重新選舉。 78K董事會技能彙總表由提名及管治委員會維持及審核，該委員會亦會定期審核董事會委員會的成員。 78 L董事會成效及評估審核的結論為董事會持續有效運作。高級獨立董事領導對主席業績的審查。 71審計、風險和內部控制 M審計與風險委員會負責評估外聘審計員和內部審計職能的獨立性和有效性。董事會已審閲本集團所有已公佈的財務報表。 73N董事會信納該年度報告整體而言是公平、均衡及可理解的。生存能力及持續經營聲明具體涵蓋董事會對本集團當前及未來前景的評估。 59、74、98、190 o董事會及審核與風險委員會(根據其職權範圍)已檢討主要風險、監察風險偏好及監督內部控制框架。 68，75薪酬 薪酬委員會已制定董事高管薪酬政策，並獲股東於2023年股東周年大會上批准。 82董事並不參與決定本身的薪酬結果。薪酬委員會在制定董事薪酬政策時遵循了一個明確的程序。薪酬委員會在確定與業績掛鈎的高管薪酬的結果時擁有獨立的判斷並考慮允許的酌處權的應用。 80，83，85，86，90 96 Haleon年度報告和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 |
| 獨立註冊會計師事務所 向股東和董事會提交的報告 Haleon plc： 對合並財務報表的意見 我們已審計了所附的Haleon plc及其子公司(本公司)截至2022年12月31日的綜合資產負債表 截至2022年12月31日的相關綜合收益表、全面收益表、權益變動表和現金流量表，以及相關附註(統稱為綜合財務報表)。我們認為， 綜合財務報表按照國際會計準則委員會發布的《國際財務報告準則》，在各重大方面公平地反映了公司截至2022年12月31日的財務狀況以及截至2022年12月31日的經營業績和現金流量。 意見基礎 這些綜合財務報表由公司管理層負責。我們的責任是根據我們的審計對這些合併財務報表發表意見 。我們是一家在美國上市公司會計監督委員會(PCAOB)註冊的公共會計師事務所，根據美國聯邦證券法以及美國證券交易委員會和PCAOB的適用規則和法規，我們必須對公司保持獨立。 我們(S)是根據PCAOB的標準進行審計的。這些標準要求我們計劃和執行 審計，以獲得關於合併財務報表是否沒有重大錯報的合理保證，無論是由於錯誤還是舞弊。我們的審計包括執行評估合併財務報表重大錯報風險的程序(無論是由於錯誤還是欺詐)，以及執行應對這些風險的程序。這些程序包括： 在測試的基礎上審查關於合併財務報表中的金額和披露的證據。我們的審計還包括評估管理層使用的會計原則和作出的重大估計，以及評估合併財務報表的整體列報情況。我們相信，我們的審計為我們的意見提供了合理的基礎。 關鍵審計事項 下文所述的關鍵審計事項是指在對合並財務報表進行當期審計時產生的事項，已傳達或要求傳達給審計委員會，並且：(1)涉及對合並財務報表具有重大意義的賬目或披露，(2)涉及我們特別具有挑戰性的、主觀的或複雜的判斷。 傳達關鍵審計事項不會以任何方式改變我們對合並財務報表的意見，將其作為一個整體，我們也不會，通過傳達下面的關鍵審計事項，就關鍵審計事項或與之相關的賬目或披露提供單獨意見。 綜合財務報表附註3和14披露的無限壽命品牌減值測試 於2022年12月31日，公司的資產負債表 包括與其品牌(無限壽命品牌)相關的193.33億GB的無限可用壽命無形資產。公司 每年進行減值測試，只要發生的事件或環境變化表明某個品牌的賬面價值可能超過其可收回金額。減值測試中使用的可收回金額是使用公允價值減去銷售成本模型來估計的，該模型依賴於某些假設和估計。 管理層在確定可收回金額時使用的主要假設和估計包括收入增長率和貼現率。 我們將無限生命品牌的減值測試確定為關鍵審計事項。評估用於估計品牌可收回金額的預計收入增長率和折扣率時，需要高度具有挑戰性的審計師判斷 。收入增長率和貼現率包括對未來市場和經濟狀況的主觀決定，這些因素對變化很敏感。對所用假設的微小變動可能會對本公司確定可收回金額產生重大影響。此外，還需要專業技能和知識來評估貼現率。 以下是我們為解決這一關鍵審計問題而執行的主要程序。我們評估了與無限生命品牌減值流程相關的某些內部控制的設計。這包括對收入增長率和貼現率的制定進行控制。我們通過以下方式評估無限生命品牌減值中使用的收入增長率： -將公司的歷史預測與實際結果進行比較，以評估公司的歷史準確預測能力 -將公司的歷史結果與預測進行比較，以評估公司的準確預測能力 -將減值測試中使用的現金流預測與現有的外部行業數據進行比較，以評估使用的假設的合理性。 我們聘請了具有專業技能和知識的估值專業人員，他們幫助評估了在 中使用的貼現率減值測試通過將它們與使用公開可用的市場數據制定的貼現率進行比較，包括可比公司的審計。 /S/畢馬威有限責任公司 我們擔任公司2022年的審計師。 紐約，紐約 2023年3月20日114 Haleon年度報告和Form 20-F2023財務報表 |
| 致股東和董事會的財務報表 Haleon UK Holdings(No.2)Limited(前身為GlaxoSmithKline Consumer Healthcare Holdings(No.2)Limited)。 對財務報表的意見 我們審計了隨附的綜合收益表、綜合全面收益表、綜合權益變動表、及Haleon UK Holdings(No.2)Limited(前身為GlaxoSmithKline Consumer Healthcare Holdings(No.2)Limited)及其附屬公司(“本公司”)(Haleon plc前身)截至2021年12月31日的綜合現金流量表及相關附註(統稱為“財務報表”)。 我們認為，財務報表在所有重大方面公平地反映了本公司截至2021年12月31日止年度的經營業績及其現金流量。符合國際會計準則委員會(“IASB”)發佈的國際財務報告準則(“IFRS”)。 本財務報表由公司管理層負責。我們的責任是根據我們的審計對 公司的財務報表發表意見。我們是一家在美國上市公司會計監督委員會(PCAOB)註冊的公共會計師事務所，根據美國聯邦證券法以及美國證券交易委員會和PCAOB的適用規則和法規，我們必須對公司保持獨立。 我們根據PCAOB的標準進行審計。這些標準要求我們計劃和執行審計，以獲得財務報表是否沒有重大錯報的合理保證，無論是由於錯誤還是 欺詐。本公司不需要，也不需要我們對其財務報告的內部控制進行審計。 作為我們審計的一部分，我們需要了解財務報告的內部控制，但不是為了對公司的財務報告內部控制的有效性發表意見。因此，我們不發表此類意見。 我們的審計包括執行評估財務報表重大錯報風險的程序，無論是由於錯誤還是舞弊，並執行應對這些風險的程序。這些程序包括在測試的基礎上審查與財務報表中的數額和披露有關的證據。我們的審計還包括評估使用的會計原則和管理層做出的重大估計，以及評估財務報表的整體列報。 我們認為我們的審計為我們的意見提供了合理的基礎。 /S/德勤律師事務所 英國倫敦 2022年3月11日(2023年3月20日，附註11) 我們於2019年開始擔任本公司的審計師。2022年，我們成為了前身審計師。 獨立註冊會計師事務所Haleon年報和表格20-F 2023 115 |
