ANNUAL REPORT 2023
DELIVERING
VALUE
deliveroo plc Annual Report 2023
Our mission
Strategic Report
01 At a glance
02 Group highlights
03 Key financial highlights
04 Founder and Chief Executive
Officer’s letter
10 Investment case
12 Chair’s letter
14 Business model
16 Strategy
20 Key performance indicators
25 Stakeholder statement
29 Section 172(1) Statement
31 Sustainability review
42 People
47 Operating and strategic review
51 Financial review
56 Share information
58 Risk management and our
principal risks
67 Task Force on Climate-related
Financial Disclosures statement
75 Viability statement
76 Non-financial and Sustainability
information statement
Governance Report
77 Governance at a glance
78 Chair’s introduction to
governance
80 Board of Directors
83 Governance Report
91 Nomination Committee Report
94 Audit and Risk Committee Report
102 Directors’ Remuneration Report
128 Directors’ Report
134 Directors’ Responsibilities
statement
Financial Statements
135 Independent Auditor’s Report
143 Consolidated income
statement and statement
of comprehensive loss
144 Consolidated statement
of financial position
145 Consolidated statement
of changes in equity
146 Consolidated statement
of cash flows
147 Notes to the consolidated
financial statements
177 Parent Company balance sheet
177 Parent Company statement
of changes in equity
178 Notes to the financial statements
184 Five-year financial summary
185 Glossary
187 Glossary – Alternative
Performance Measures
189 Company and shareholder
information
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
Our business is a hyperlocal three-sided
online marketplace
At a glance
What we do
We connect consumers, riders and merchants across local
markets to bring people the food and products they love.
We are a global online platform, yet a very local business.
Our consumers, riders and merchants live and operate within
their local neighbourhoods. Through our sophisticated
logistics technology, we unlock a wealth of hyperlocal
choice, at the right price, with fast and reliable delivery.
Where we do it
We manage our business on a geographic basis. Our 10
markets are split into two geographical segments: the
UK and Ireland (‘UKI’) and International, comprising our
business in Continental Europe, Asia and the Middle East.
Our business split by geographic segment (% of GTV*)
UKI – 59%
UK
Ireland
International – 41%
France
Italy
Belgium
Hong Kong
Singapore
UAE
Kuwait
Qatar
* To supplement performance assessment, Deliveroo uses alternative
performance measures (‘APMs’), which are not defined under IFRS.
The first instance of each APM is indicated with an asterisk (*); definitions
and further details are provided on page 187.
Who we partner with
Restaurants
We work with some of the largest and best known
restaurants in each of our markets. Our partners span four
key segments: global quick service restaurants; national
casual dining chains; independent full-service restaurants;
and takeaways.
Grocery
We partner with some of the largest grocery retailers in the
world, as well as a large number of small independent grocers.
Retail
In November 2023 we launched our non-food retail offering,
Deliveroo ‘Shopping’, where we work with large and small
merchants in categories such as flowers, DIY, homeware,
electrical goods and health and beauty.
Advertising
We enable restaurant, grocery and retail partners to
advertise on our platform. These partners range from small
single sites to global enterprise companies. We also work
with partners in FMCG and entertainment (e.g. travel, TV and
music) who want to tap into our audience.
Consumers
Riders Merchants (Restaurants,
Grocers, and Retailers)
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
1Annual Report 2023 deliveroo plc
Group highlights
CVP enhancements
Throughout 2023 we made significant progress
developing our consumer value proposition
(‘CVP’). We launched a ‘premium’ delivery
option, allowing consumers to pay a small
fee to guarantee that their order is brought
directly to them, ahead of any other order.
We also rolled out top-up grocery functionality
that enables consumers to top up their
restaurant order with a grocery order through
the order tracking page. We continued to
enhance the selection available to consumers,
adding more merchant supply to the platform
and taking the total number of restaurant,
grocery and retail partners to around 183,000.
We also expanded delivery radii in certain
zones to improve selection for consumers and
allow merchants to reach more consumers.
183,000
merchants
vs 176,000 at the end of 2022
Service improvements
Service improvements and defect reduction
was a key Company priority in 2023. While the
overwhelming majority of orders goes smoothly,
a small percentage goes wrong, which can be
a real trust-buster for consumers. Eliminating
defects can drive retention, frequency and new
customer acquisition, as well as save us money
by reducing compensation costs. Throughout
2023, we substantially reduced poor service
outcomes such as missing items and late
orders. We also reduced the incidence of Orders
Marked as Delivered, but not Received (‘OMDNR’)
– the worst consumer experience where the
consumer did not receive their food at all – by
around 65%, generating annualised savings of
over £20m from reduced compensation costs.
65%
reduction in OMDNR generating £20m
annualised savings
Roll out of value
programme and
commercial architecture
We believe that building consumer trust
through a combination of price integrity and
a flawless delivery experience is key to driving
future growth for Deliveroo and our partners.
Therefore, in 2023 we developed tools to
incentivise merchants to provide fair prices,
alongside a great service. The first of these is
our value programme which rates the value
for money provided by each partner based on
mark-ups, quality and service. The restaurants
who are providing fair prices, high quality
and service see their traffic and visibility
increase, and participate in dedicated offers.
In parallel, our new commercial architecture
aligns our interests with those of our largest
merchants, consumers and riders. Merchants
are able to unlock lower commissions linked
to performance on trust-building metrics, for
example lower mark-ups and better operational
performance. These initiatives will ultimately
drive wins for consumers, riders, merchants
and us.
11 point
improvement in Net Promoter
Score (NPS)
Launch of new retail
proposition
While food remains the heart of what we do,
it is clear from app search term data and
purchases from our existing grocery partners
that consumers want us to deliver more than just
food. Therefore, in November 2023 we launched
our new retail ‘Shopping’ proposition, starting
in the UK and UAE. Our ambition is to bring the
neighbourhood to consumers’ doors, unlocking
on-demand delivery from retailers, such as local
florists, DIY stores and pharmacies, in addition to
the existing restaurants and grocers available
on the platform. With a Total Addressable Market
(‘TAM’) of £700 billion in markets where Deliveroo
operates, retail represents a very large potential
opportunity. Our target is to create a business in
the region of £700 million GTV by 2028.
£700 million
GTV opportunity by 2028
Shareholder returns
During 2023, the Board undertook a review
of our capital structure, growth opportunities
and required cash balances, both now and
in the future, and concluded that we had
structurally surplus cash. In March 2023,
we announced a share purchase programme
of up to £50 million to acquire Class A Ordinary
Shares. This programme was completed
in December 2023. In September 2023,
we announced a tender offer to return up
to £250 million to shareholders. This was
completed in full in October 2023, taking
the total return of capital announced and
completed in 2023 to £300 million.
£300 million
structurally surplus capital announced
and returned to shareholders in 2023
Growth of advertising
business
In 2023, we continued to scale our advertising
business, reaching an annualised revenue
run-rate of £77 million or 1.0% of GTV in Q4 2023
(Q4 2022: 0.6% of GTV). The vast majority of this
revenue currently comes from our sponsored
positioning and search results product for
restaurants and grocers. We continue to take
a consumer-first approach, wanting to strike
the right balance between helping merchants
drive incremental demand, while always
prioritising the consumer experience.
1.0%
advertising revenue as a % of GTV
in Q4 2023
vs 0.6% in Q4 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
2 deliveroo plc Annual Report 2023
Key financial highlights
1
2023
£7.1bn
Gross transaction
value (‘GTV’)*
+3%
2
vs 2022
6.8
6.3
7.1
21
22 23
£(38)m
Free cash flow*
(243)
(239)
(38)
21
22
23
£(11)m
Loss before income tax
(231)
(282)
(11)
21
22
£2.03bn
Revenue
+2%
2
vs 2022
1.97
1.74
2.03
21
22 23
£85m
Adjusted EBITDA*
1.2% as % of GTV
(45)
(100)
85
21
22
23
£726m
Gross profit
10.3% (as % of GTV)*
643
495
726
21
22 23
£0.7bn
Net cash*
1.0
1.3
0.7
21
22
23
1. Full discussion of financial statements on pages 143-183.
2. Year-on-year growth rate shown in constant currency*.
*To supplement performance assessment, Deliveroo uses alternative performance measures (‘APMs’), which are not defined under IFRS. The first instance of each
APM is indicated with an asterisk (*); definitions and further details are provided on page 187.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
3Annual Report 2023 deliveroo plc
Founder and Chief Executive Officer’s letter
Opening thoughts
2023 was a good year. It was a good year
from the vantage point of our results,
but also for laying the foundations of the
future. We continued to face a difficult
macroeconomic environment, but we focus
on what we can control, which has led to
strong financial and operational results.
• We delivered a strong profit performance with adjusted
EBITDA of £85 million, ahead of our guidance.
• We announced and completed a total £300 million of
capital return to shareholders, showing our confidence
in the progress made on profitability and cash flow.
• We continued to drive resilient GTV growth in the UKI (7% in
2023) and our growth in International markets improved
through the year.
• We made some big innovations in our consumer value
proposition (‘CVP’), comprising availability, selection,
service, price and brand, in particular through driving
value for money through focusing on price, improving
service through delivering more and more perfect orders,
and expanding selection by launching ‘Shopping’ (our non-
food retail offering).
• We continued to support our riders and merchants
through increasing their earnings opportunities and
growing their sales.
Will Shu
Founder and Chief
Executive Officer
This is great progress, but it is still early days for us in
capturing the full range of opportunities we have ahead.
We have always been focused on developing the best
hyperlocal CVP for consumers, which drives profitable
consumer engagement. We truly believe the key to unlocking
growth in the industry is through building consumer trust, and
we can do this through price integrity and building a flawless
delivery experience. I am very confident we will generate
strong, sustainable free cash flow and accelerate GTV growth.
Since I started this Company 11 years ago, I have never been
more confident in our strategy and the team we have to
deliver it. Our strategy for the coming years combines levers
to drive and capture growth, with levers to increase profit.
We will:
• stay true to our core hyperlocal approach, focusing first
on neighbourhoods with the greatest profit potential,
winning them, neighbourhood by neighbourhood;
• scale our new retail vertical, including unlocking new
consumer missions and expanding into new categories;
• continue to strengthen our CVP by tackling affordability
issues through price integrity and improving the reliability
of our service, so we bolster consumer trust;
• serve more consumer missions and ensure consumers
have a highly personalised experience, enabling them to
quickly and easily find what they want;
• double down on our loyalty programme, Deliveroo Plus,
to become a Plus-first business by 2026;
• grow our advertising business and continue to build on
our compelling proposition for advertisers; and
• continue to drive efficiencies across the business to
support profit growth, with a particular focus on driving
marketing efficiencies.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
4 deliveroo plc Annual Report 2023
A strategy is only as good as the people who are executing
on it. We have the strongest, most consumer-centric team
I have personally ever worked with – that is a reflection of
the capabilities and attitude of each and every one of them.
It is also a reflection of our Company Values, including ‘live
and breathe the marketplace’ and ‘obsess about operational
excellence’ and, perhaps most importantly, ‘play to win’. We
laid out a lot of this in our Capital Markets Event in November
2023. It is available on our website, and if you want to see our
great team in action via video, I would encourage you to take
a look.
Let me first spend time outlining the business progress we
made in 2023, before going on to the focus areas for 2024
and beyond, which ladder up to the strategy I described and
will allow us to deliver 4%+ adjusted EBITDA margin* by 2026
and mid-teens GTV growth in the medium term.
Business progress in 2023
Profitability gains
In 2023, we made significant progress on profitability both
in the UKI and in our International markets. This progress is
a result of the way we manage our markets hyperlocally,
building strong positions in the neighbourhoods with the
largest profit pools. In 2023, we reached £85 million adjusted
EBITDA (versus a £(45) million adjusted EBITDA loss in 2022),
representing a margin (as % of GTV) of 1.2%.
Four key factors underpinned this profit performance.
First, we reduced our delivery costs by taking steps to drive
efficiencies in our delivery network. We did this through
reducing the overall time riders spend on an order, for
example by incentivising merchants to make sure orders are
ready on time, which also improves riders’ experience as they
are not left waiting around for orders. We also continued to
develop our order stacking capabilities by launching multi
pick-up stacking – when we know the consumer experience
will not be harmed and it makes sense for the network, we
allow riders to pick up orders from multiple merchants and
deliver them to multiple consumers. Second, we delivered
more efficient marketing, particularly on digital marketing,
which drove significant savings. Third, we reduced our total
staff and other people costs, through initiating a redundancy
programme in February 2023 and significantly reducing our
use of contractors. Fourth, we grew our nascent advertising
business and advertising revenue reached 1.0% of GTV
in Q4 2023.
Importantly, we made progress on profitability whilst
continuing to significantly invest in our consumer proposition
to drive growth. Our focus remains to win local market share
positions, neighbourhood by neighbourhood.
Growth
Delivering growth was not easy in 2023. The macroeconomic
environment impacted people and businesses across the
world. Food price inflation outpaced wage growth (in some
cases by a factor of three) across Europe and in particular
the UK, which led to a cost of living crisis that continues to
impact consumer behaviour. In many of our key markets,
food price inflation continued to rise in the first half of the
year, though the rate of inflation began to moderate in H2.
We saw considerable uncertainty caused by the war in
Ukraine and conflict in the Middle East, with weak consumer
confidence and concerns about the state of the economy.
Despite that, our UKI business grew GTV 7% in constant
currency in 2023, while International returned to GTV growth
in Q4, driven by particular strength in Italy and the UAE. As
macro headwinds start to ease, and in particular with the
gap between food price inflation and wage inflation closing,
we are confident that we can drive an acceleration in GTV
growth to the mid-teens in the medium term.
We often get asked the question ‘Didn’t everyone who is
going to try Deliveroo already do that during the pandemic’?
In both 2022 and 2023, we continued to add large numbers
of new consumers, which while lower than the peak during
COVID-19 in 2021, by far exceeded the pace of additions in
any year pre-pandemic. This is due to the investments we
made in our consumer value proposition. We see significant
opportunity to drive further acquisition through continuing
to invest in our CVP, expanding into new grocery missions
(given we are still very early days here) and growing our
retail business (which I will come onto later).
A lot of people ask me – what drives growth in an industry that
is now fairly mainstream? The answer is quite simple. It comes
down to fair prices and an excellent delivery experience. The
best ecommerce marketplaces deliver great selection at
fair prices, and offer a defect-free, consistent service. Great
selection is ‘table-stakes’, but price and service are the
two pillars of our consumer value proposition that I believe
are the big building blocks of consumer trust. And building
consumer trust is the key to delivering high and sustainable
growth over the long term.
* To supplement performance assessment, Deliveroo uses alternative performance measures (‘APMs’), which are not defined under IFRS. The first instance of
each APM is indicated with an asterisk (*); definitions and further details are provided on page 187.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
5Annual Report 2023 deliveroo plc
Founder and Chief Executive Officer’s letter continued
Business progress in 2023
continued
Strengthening our CVP
I wrote in my letter last year that one of our focus areas for
2023 was to ensure consumers can access fair prices so
they feel as though they are getting good value. In 2023,
I am pleased to say that we made a lot of progress on
improving value for money and addressing food price
mark-ups on our platform. We did this through direct levers,
such as targeted promotions, and indirect levers, such as
offering incentives to merchants who opt to provide fair
and transparent prices in combination with providing great
service. One flagship initiative we launched to promote fairer
pricing on our platform is our new value programme, where
merchants are now assessed on three categories – price
mark-ups, consumer ratings, and service. If merchants opt
for lower price mark-ups (compared to their dine-in prices)
and perform well across the other categories of metrics,
they get featured in our ‘Deliveroo’s Choice’ in-app carousel
to promote their value. However if merchants opt for high
price mark-ups and do not perform well on the other
metrics, they get reduced in-app visibility. I am conscious
that some of these actions might be controversial, but there
is no doubt in my mind that long-term they are the best for
consumers, riders, merchants, and Deliveroo.
Service was also a key focus in 2023. This is about
consistently delivering a great end-to-end experience.
Last year we prioritised fixing defects so we could deliver
more and more perfect orders. We paved the way in
ensuring our merchants also provide good service based
on eliminating defects that are within their own control, and
have now included defect targets within larger merchants’
commission frameworks - this highlights just how much
we care about getting consumers perfect orders. One of
the things I was proudest of last year was how we all but
eliminated the worst defect possible – ‘OMDNR’ or ‘Order
Marked Delivered, Not Received’. This is when a consumer
pays for their order but does not receive it, which is
unacceptable. It happens during the ‘rider to consumer’
leg of the order journey and is really difficult to solve
because it could be genuine (i.e, rider has difficulty finding
a consumer’s address), or foul play on the consumer or
rider side. We put together a cross-functional team to solve
OMDNR and set ourselves an incredibly punchy goal, which
we hit. How? Because of the sheer determination, attention
to detail, and relentlessness of the team. In 2023, we also
launched a feature to boost service – ‘premium delivery’ –
which gives consumers the option to pay an additional fee
(£2.49 in the UK) to ensure their order is delivered directly to
them (rather than their rider potentially dropping off another
order on the way).
On selection, we expanded our supply of merchants with
an additional c.5,000 restaurants, c.2,000 grocery stores
and a growing number of retail stores globally, including
adding brands such as Domino’s in the UAE, Subway in Hong
Kong and Five Guys in Singapore. We continued to enhance
our use of data to help our local sales teams prioritise those
prospects we know will bring most benefit to the hyperlocal
consumer value proposition. We also dramatically increased
the selection that consumers see by expanding delivery
areas to give them greater choice. This means consumers
can now order from a wider selection of merchants from
further afield, and not just those that are available in their
local neighbourhoods.
Supporting riders and merchants
The work we offer our riders – where they can choose when
and for how long they want to work – gives them access to
incremental earnings quickly. They can immediately take
their cash out once they have completed an order. Given
the widespread cost of living pressures, I am proud that
we can support our rider community at a time when strong
earnings are key. Through growing our grocery business
and launching retail, we were able to offer riders even more
earnings opportunities by boosting the number of orders
outside of traditional meal times. Through developing
our order stacking capabilities, including pick-ups from
multiple merchants, we can offer riders more stacked
orders so they can earn more money quicker than they
had previously been able to. Giving our riders opportunities
outside of working with Deliveroo is really important to us,
and in 2023, we ran a scholarship programme for riders in
Italy, and partnered with City & Guilds in the UK where we
offered up to 15,000 riders the opportunity to boost their
careers by undertaking training and learning new skills.
We also launched new partnerships with garages for our
rider community in Hong Kong to help them repair essential
kit, and in the UK we offered them access to discounts and
perks, such as free drinks at Caffè Nero. In 2023, we had
135,000 riders in our fleet globally and continue to see
strong rider application pipelines and rider retention rates,
which shows we have an attractive proposition.
For merchants, we continued to drive order volume to
their sites to boost revenue, so they could offset some of
the higher costs from food price inflation, energy costs,
and rents due to rising interest rates. In 2023, we launched
a partnership with Bestway in the UKI to give merchants
discounts on everyday essentials, such as soft drinks, flour,
rice, dairy products – all items that have been impacted by
food price inflation.
We also supported SMEs (small and medium-sized
enterprises) in the UK through launching a new training
academy. This is a dedicated platform, in partnership with
Enterprise Nation, which offers tailored courses including
hiring talent, digital marketing, social media, sustainability
and managing finances.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
6 deliveroo plc Annual Report 20236
Focus areas for 2024
Expanding into retail
In November 2023, we announced our expansion into
retail through the launch of our ‘Shopping’ proposition,
initially in the UKI and UAE. Until then, we had been focused
on delivering food from restaurants and grocers. Food
remains at the heart of what we do, but we will always put
our consumers first and build our offering based on what
we know they want. And it is now clear that our consumers
want to order non-food, retail products from our platform.
Our data shows that they were already buying them from
our grocery merchants, and were also searching for retail
products in our app organically.
In 2024, our focus is to scale our retail vertical by entering
into new markets with a strong consumer proposition. We
will add selection to the platform, which includes both larger
retailers and smaller independents. We will continue to iterate
on the in-app experience by building new features that allow
consumers to easily discover and purchase products from
their favourite stores. We will expand into new categories to
serve different occasions – for example, we launched our
‘gifting’ feature last year which uses AI and machine learning
models to quickly scan through thousands of items on the
platform to curate a selection of suitable products. The
opportunity ahead is huge – retail represents a £700 billion
total addressable market (‘TAM’) in the geographic markets
we operate in, and I am really excited to see us grow this new
vertical in 2024.
Bolstering consumer trust
In 2024, we are going to focus our efforts on driving
improvements to the price and service pillars of our
consumer value proposition.
Boosting value for money for consumers will continue to be
a huge focus. We are rolling out our value programme across
key markets so we reward and highlight merchants in our
app who set fair delivery pricing. We have seen particularly
promising results of this initiative in the UK in value for money
Net Promoter Scores (‘NPS’), so I am excited to see the impact
it will have on consumer trust as we roll the programme out
across other markets.
On service, we will continue to fix defects with a particular focus
on those that merchants directly cause or contribute to - for
example orders that arrive with items missing, or orders that are
cancelled or rejected by merchants. Whilst getting to the root
cause of a defect is critical in eliminating them, the three-sided
marketplace in which we operate means that sometimes issues
do happen. A key area we will continue to focus on in 2024 is
therefore the recovery experience, to ensure consumers are
being treated fairly if they experience issues.
I fully believe that if we can provide consumers with fair prices,
whilst also delivering more and more perfect orders, we can
build consumer trust and dramatically impact the long-term
growth of our business. You might think, well, of course that is
how you drive growth, but the key is actually how you do it. It is
a series of small, marginal improvements driven by technology.
By driving these gains, we make a big difference to consumers.
But rarely is there a silver bullet, rather it is the collective efforts
of many people, every single day.
Selection and in-app experience
At the heart of our consumer value proposition is the
selection of merchants we offer. Consumers should be
able to find and order exactly what they want, which
means offering the widest breadth of selection possible
(without having merchants on our platform that very
clearly deteriorate the consumer experience).
In 2024, we will continue to apply our hyperlocal model which
identifies and prioritises selection that drives leadership
in areas of high profit potential. Since 2018 when we
entered the on-demand grocery space, we have focused
predominantly on smaller baskets – up to £30, with grocers
having on average 3,000 Stock Keeping Units (‘SKUs’) listed on
our platform. We will now expand to serve more consumer
missions, and in 2024, we will be going after mid-sized
baskets – £30-£60 shops, with selected grocers having up
to 10,000 SKUs listed on our platform. We will not be targeting
scheduled, large weekly shops, rather we are enabling more
grocery missions by allowing consumers to increase their
basket size. Given our expansion into retail, we will also be
adding more and more selection to the platform across
categories such as toys, homeware, DIY, and electronics.
While growing selection is great for consumers, it is not
enough to simply have the selection listed on our platform.
Our goal is to ensure consumers have a highly personalised
and relevant experience, enabling them to quickly and easily
find what they want. In 2024, we are going to double down on
the in app experience and are investing across three pillars.
First, we are going to enrich our data structure and metadata
around merchants and items. This will give us a much more
granular view on exactly what is in an order, so we can make
much better decisions on how we deliver it. For example, if we
can clearly identify ‘running shoes’ as a type of shoe, we can
create merchandising specifically for the category ‘running
shoes’. Second, we are going to invest in deeply understanding
what our consumers’ preferences are and what their intent is
when they come to Deliveroo. Finally, we are investing heavily in
merchandising, and in my opinion the biggest opportunity lies
in this space. We want to make sure we are displaying content
to consumers in a way that makes sense for their mission;
for example, for retail, consumers are likely more item led,
but for restaurants, they are likely more merchant led.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
7Annual Report 2023 deliveroo plc
Founder and Chief Executive Officer’s letter continued
Focus areas for 2024 continued
Doubling down on Plus
I am particularly excited about the growth of Deliveroo Plus.
Our subscription model is available across eight markets
and has two tiers – Plus Gold and Plus Silver. We have seen
particularly compelling financial and retention characteristics
from our Plus subscribers – so much so that by 2026,
we intend to become a Plus-first business with the majority
of our orders coming from Plus subscribers.
In 2024, we are investing significantly to grow the Plus
programme across three areas in particular. First, we will
explore new ways to offer value to Plus subscribers, for
example through new discounts and member perks that
are funded by us or merchants. In 2023, we tested a range
of new member benefits including an on-time promise
guarantee on Plus Gold, where consumers are proactively
compensated for late orders, and discounts on grocery
orders in certain markets. We will continue to explore
new discounts and member perks across our Plus tiers in
2024. Second, we will design fully targeted propositions
that actually cater to individual user needs, given we
know so much about our Plus subscribers. We are going
to personalise the Plus experience, with the aim of making
every subscriber feel like we give them a uniquely tailored
proposition. Third, we will continue to grow the programme
across our markets so we drive value from our existing
collaborations with Amazon Prime (UKI, France, Italy and UAE)
and Revolut (UKI, France and Italy), Gojek (Singapore) and
Bank of China (Hong Kong).
I am confident that we are uniquely well placed to capitalise on
this growth opportunity. We have over 7 years of experience
in the subscription programme space, we have strong user
demographics, and we have a one-of-a-kind tiered programme.
Growing our ads business
Our advertising journey started a little over two years ago and
since then, we have enabled restaurants, grocers, FMCG and
other complementary consumer brands (e.g. entertainment)
to tap into our unique audience. We have seen significant
growth in merchants and brands advertising on our platform,
with around 70,000 partner sites running campaigns and
approximately 300 global FMCG advertisers throughout 2023.
We are continuing to scale our advertising business, which
is a key profit driver over the medium term. We provide an
attractive platform for advertisers to connect with our large
premium consumer base. Consumer experience remains
paramount, even though we continue to deliver strong returns
for our advertisers. Our technology powers our advertising
solutions, so it allows us to protect the consumer experience
by serving them with only the most relevant content.
We are targeting advertising revenue of >2% of GTV in 2026.
To achieve this, we are continuing to grow the types of
formats and number of ads shown (using science to ensure
we do not compromise the consumer experience), alongside
driving advertiser returns and experience to increase
adoption and penetration. In 2024, we will launch new
advertising formats, and the ability for advertisers to deliver
more engaging and emotional messaging to consumers
through better targeting capabilities, brand-led display
formats, and storefront shopping experiences.
Deliveroo’s DNA
We are still very early on in our journey and I am incredibly
confident in our ability to deliver. That is because of the team
we have in place. Each and every one of them exhibits a
set of characteristics that are inherently in Deliveroo’s DNA.
We are consumer obsessed, and seek to truly understand
the experience of those in our marketplace who engage
with our platform. We are innovators, and have pioneered
industry-leading products and features; we continue to
push the boundaries on what we build, no matter how big or
small. We are operators – since day 1 of starting this business,
I have seen how the team methodically drives efficiencies
in our network and forensically solves order defects. We are
relentless, and thrive and adapt to unforeseen situations. These
characteristics are reflected in our new Company Values that
we launched in 2023. Even more importantly, they are reflected
in many practical ways, from how we think and approach tasks,
to how we work with our riders and merchants, and how we go
about building new features and products.
11 years after the Company was founded, I am sometimes
asked if I am still as excited about the Company as when
it first started. The short answer is: I am. There is a huge
opportunity that lies ahead of us - we operate in a large
total addressable market and all our verticals are still so
under-penetrated. We have also spent the last few years
developing a series of critical operational building blocks
which have given us solid foundations for future expansion.
That is why the Board, the Executive Team and I are all aligned
on and excited about transforming the way consumers
shop and eat, bringing the neighbourhood to their door
by connecting consumers, restaurants, shops and riders.
Will Shu
Founder and Chief Executive Officer
13 March 2024
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
8 deliveroo plc Annual Report 2023
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
9Annual Report 2023 deliveroo plc
2
Investment case
1
Consistent strengths
Large underpenetrated markets
Three key consumer verticals of restaurant, grocery and
retail represent a combined TAM of £1.5 trillion, with only
c.12% of spend currently online.
Strong cohort fundamentals
Consistent growth from increasing average order
frequency in existing cohorts and adding large new
cohorts each year; post-COVID-19 and inflationary impact
now beginning to normalise.
Efficient logistics network
Hyperlocal density and focus on reducing ‘rider experience
time’, allowing us to optimise delivery costs and enable
riders to increase earnings opportunities.
Disciplined market focus
Strong local positions prioritising the largest profit pools
in a market; track record of portfolio management to
focus on markets with the most attractive long-term
potential returns.
£1.5tn
combined TAM for restaurant,
grocery and retail
Multiple opportunities
Further improving CVP
Strengthening consumer trust by promoting fair prices
and improving the in-app and delivery experience, and
increasing loyalty by expanding our Plus programme.
Adding new use cases and verticals
Scaling our retail vertical to meet consumer appetite for on-
demand, non-food retail products, expanding grocery into
mid-sized baskets and growing our advertising business.
Capturing delivery efficiencies
Smarter order stacking, merchandising and incentives for
merchants to control delivery costs without unduly harming
consumer or rider experience.
Marketing and overheads programme
Building on recent gains to increase marketing and
promotions efficiency, improve tooling and AI automation,
leverage location strategy and achieve third-party savings.
£1bn
annualised GTV run-rate for
grocery in Q4 2023
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
10 deliveroo plc Annual Report 2023
4
3
Strong foundations
Innovation in our DNA
Continuous drive to test and learn, a Company trait that led
to pioneering of delivery-only kitchens and on-demand
grocery, and the first subscription model in the industry.
Consumer obsession
‘Living and breathing the marketplace’ to understand
consumers, riders and merchants; high level of empathy
through primary research, and caring deeply when
things go wrong.
Operational excellence
Experienced leadership team with high attention to
operational detail, embracing repeatable processes
and automation, and building scalable technology.
Strong capital position
Net cash of £679m (Dec-23) provides the financial
resources to maintain and strengthen market positions
and pursue growth opportunities while providing
appropriate headroom.
£300m
structurally surplus capital
announced and returned to
shareholders in 2023
Sustainability commitments
Riding and thriving
Offer riders flexible work, attractive earnings, security and
learning opportunities.
Enabling healthy eating
Give consumers the best selection, availability and value in
healthier options, and the tools to help them make informed
choices.
Support for merchants
Provide merchants with tech, operations and innovation
to support sustainable, profitable growth.
Reaching net zero, reducing waste
Net zero on Scopes 1 and 2 by 2035, and Scope 3 by
2050 (2040 for delivery emissions). Reduce our food and
packaging waste and help merchants and consumers to
do the same.
Tackling food insecurity
Reduce food insecurity in our communities through
partnerships and direct action.
Diversity, equity and inclusion (‘DE&I’)
Attract and develop a gender-balanced and more equitable
workforce, reflecting our consumers and supporting DE&I
across our marketplace.
83%
global rider satisfaction
score in Q4 2023
83% in Q4 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
11Annual Report 2023 deliveroo plc
Chair’s letter
Dear Shareholders
As I reflect on the past year and our progress as a company,
I am proud of how far we have come. Not only what Will has
achieved since starting Deliveroo 11 years ago but also
how we have evolved since our IPO in April 2021. As a Board
we committed to setting high standards of governance for
ourselves – to reflect the demands of a public company.
While we focus continuously on how we can do things
better, events over the past year in particular, underline
our confidence that we have the right platform in place
to achieve our ambitions.
Our progress
The Company continued to make significant financial and
operational progress during 2023. The following are important
highlights of our progress from the Board’s perspective.
Strong governance and team
Given the nature of Deliveroo, it was always going to be
important to balance rigour in how we do things as a public
company, with retaining the energy and entrepreneurial
spirit so integral to our success. We evolved our governance
and ways of working to a level appropriate for a UK plc,
supported by a talented and experienced Executive Team
which was enhanced during the year by the arrival in
February of Scilla Grimble as Chief Financial Officer. Scilla
has contributed significantly to our governance maturity
and as a business partner for Will and the Executive Team.
We also welcomed Shobie Ramakrishnan as a Non-Executive
Director from 1 January 2024, adding further commercial
and technology expertise to the Board.
Operational and financial performance
Strengthening our consumer value proposition continued
to be a key operational focus. We took important steps
forward in ensuring price integrity and value for money
on the platform, improving service through delivering
more and more perfect orders, and expanding merchant
selection. This operational progress underpinned our financial
performance. GTV and revenue grew by 2% year-on-year,
in constant currency, and adjusted EBITDA increased to
£85 million, compared to £(45) million in 2022. Free cash flow
improved to £(38) million – excluding £32 million of interest
income – compared to £(243) million in 2022.
Capital position
Deliveroo’s IPO raised primary proceeds to meet the
anticipated investment needs of the Group at that time.
Since then, the competitive environment has evolved, in part
driven by the shift in financial market conditions. We reached
adjusted EBITDA profitability ahead of plan and have made
good progress towards our goal of generating sustainable
positive free cash flow. Together, these factors prompted
the Board to re-evaluate the Group’s capital structure, cash
generation prospects and cash requirements, both now and
in the future. Following this review and engagement with
investors, the Board concluded that the Group had structural
surplus cash and therefore approved a return to shareholders
by way of a tender offer of £250 million. In addition to
the £50 million share buyback programme announced in
March 2023, this resulted in a total capital return of £300 million
announced and completed during 2023.
Claudia Arney
Chair
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
12 deliveroo plc Annual Report 2023
Progress on strategy
In 2023 we made further progress in developing our
strategy, defining a clear and credible path to our targets of:
• mid-teens GTV growth in the medium term by
strengthening our CVP (in particular on selection, price,
and delivery experience), expansion into larger basket
grocery, and launch of a new retail proposition; and
• expanding our adjusted EBITDA margin to 4%+ by 2026,
with multiple levers including scaling advertising and
driving delivery and marketing efficiencies.
In November, we hosted a Capital Markets Event (‘CME’) at
our London headquarters. We provided an insight into the
opportunities ahead of us and showcased the team and
operational focus that give us conviction that we can deliver
on our plans. I welcomed the opportunity to meet investors
at the CME and to engage with them on our plans and
our potential.
The launch of our new retail proposition is particularly notable.
We have seen strong demand signals from consumers that
they want to order non-food, retail products on-demand from
our platform, and we are excited by this opportunity given the
number of categories that we could serve.
Board changes and diversity
As Directors we have a duty to promote the long-term
success of the Company which includes ensuring that
it has a strong supply of talent for executive positions
and established succession plans for Board changes.
As noted, we welcomed Scilla Grimble who joined as CFO and
Shobie Ramakrishnan who joined as a Non-Executive Director.
Maintaining a diverse culture on our Board is very important.
We keep the balance of skills, experience and knowledge
under review, and we know that an experienced and diverse
Board most effectively supports our Executive Team as they
evaluate the strategic, operational and sustainability issues
and opportunities that affect the Company. We welcome
the Financial Conduct Authority’s (‘FCA’) new listing rule
requirements around diversity and inclusion reporting which
we report on for the first time. More information on how
we consider Board/Committee and Executive Management
composition is set out in the Nomination Committee Report
found on pages 92 to 93.
Our ESG progress
From my conversations with investors during the year, I know
how much environmental, social and governance (‘ESG’) issues
matter to them as well as to our marketplace, employees
and other stakeholders. Over the past two years we have
advanced our journey towards building a comprehensive
sustainability strategy through our six pillars which focus
on our support of the participants in our marketplace, our
employees and other stakeholders. We set out our progress
against the six pillars in the Sustainability review, as well as
our specific commitment to reduce our emissions and to
improve gender diversity in our organisation, as linked to our
executive remuneration in relation to the 2023 Performance
Share Plan (‘PSP’) awards. More detail on this can be found
in our Directors’ Remuneration Report on page 104 and the
Sustainability review on pages 31 to 41.
Looking ahead
In the coming year, we will focus on continuing to execute on
our strategy and investing to drive forward our key growth
initiatives, as well as continuing on the path to achieving
positive cash generation. I believe that we continue to have
great potential as a business and I am confident that we
have the maturity, resilience and strong leadership to realise
the exciting opportunities ahead.
I would like to thank our employees, partners, customers, riders
and shareholders for their continued hard work and support.
Yours sincerely,
Claudia Arney
Chair
13 March 2024
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
13Annual Report 2023 deliveroo plc
Business model
Our three-sided marketplace
Our consumer
value proposition
Availability
Being available when and where
consumers want to order, to
capture as many meal and
shopping occasions as possible.
Selection
Providing access to local favourites
and national chains, with exclusive
content in every neighbourhood.
Consumer experience
Delivering a seamless end-to-end
experience from in-app discovery
to reliable delivery to customer care.
Price
Providing access to a range of
food and product prices, fees and
promotions to meet expectations
of value.
Brand
Ultimately, consumers choose to
order from Deliveroo, so what we
stand for and our brand image
are critical to that decision.
For consumers
• Compelling consumer
value proposition
For riders
• Highly flexible work
• Attractive earnings
and security
For
merchants
• Logistics
• Incremental demand
generation
• New consumers
• Online tools to grow
business effectively
Hyperlocal
network
Our consumers, riders and
merchants live and operate
within local neighbourhoods.
Our technology
Our sophisticated
logistics technology
underpins all we
do and ensures the
three sides of the
marketplace interact
seamlessly together.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
14 deliveroo plc Annual Report 2023
Consumers
We unlock a wealth of choice
for consumers, providing fast,
reliable delivery of restaurant
food, groceries and retail products.
Our Plus subscription programme
further enhances consumer value
with free delivery (above a minimum
order value) and other benefits.
Merchants
Access to Deliveroo’s logistics,
innovations and more than seven
million monthly active consumers
(‘MACs’) provides merchants with
new ways to grow revenues, increase
brand value and maximise the profit
potential from online delivery.
Riders
We provide riders with attractive
earnings opportunities combined
with full flexibility over when and
where to work. Our free insurance
provides security, with accident
and third-party liability cover
globally and additional cover
in many markets.
290m
orders delivered in 2023
£7.1bn
GTV
enabled through our platform
in 2023
83%
global rider satisfaction score
in Q4 2023
1
Communities and
environment
We support communities through
charity partnerships and employee
volunteering. We also focus on
reducing plastic waste, food waste
and the carbon emissions created
by our operations, and supporting
the wider supply chain to implement
more sustainable practices.
Employees
We offer an inclusive environment
where individuals can evolve their
skills and experience and leave their
mark, in step with the rapid scaling
of our business. Our people have the
opportunity to be part of something
bigger through the impact we make
in our marketplace and communities.
Shareholders
We aim to balance continued strong
growth with progress to profitability,
and have set out our path to reach an
adjusted EBITDA margin (as % of GTV)
of 4%+ by 2026. Capturing growth
opportunities and driving towards
our target margins will create
substantial shareholder value.
>3m
meals donated to families
in need in 2023
7.4
out of 10 employee engagement
score in December 2023
2
£300m
structurally surplus capital
announced and returned to
shareholders in 2023
1. Figure based on Q4 2023 monthly survey results. During the reported period, c.23,000 riders completed the survey globally, representing c.17%
of riders who delivered an order across the quarter.
2. Figure based on December 2023 monthly Peakon employee engagement survey results.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
15Annual Report 2023 deliveroo plc
Strategy
We are on a mission to transform the
way people shop and eat, bringing the
neighbourhood to their door by connecting
consumers, restaurants, shops and
riders. We aim to achieve this by offering
the best proposition to all three sides
of the marketplace.
Deliveroo is unusual because it is a global online platform, yet it
is also a very local business – we call it ‘hyperlocal’. A consumer
in Bristol doesn’t care about restaurant selection or delivery
speed in Brighton; a rider in Milan doesn’t think about the
earnings opportunities in Naples; and a typical merchant in
Dublin isn’t trying to tap into demand in Dubai or Doha.
Looking at our business through a hyperlocal lens is key to our
strategy. We obsess about creating the best, differentiated
value propositions for all sides of the marketplace, and we
measure this neighbourhood by neighbourhood.
Our industry is early in its maturity with strong growth
potential, and a key part of capturing that growth is
improving and winning local market share positions.
In driving profitable growth, hyperlocal network effects
are more powerful than overall scale, and network
effects come from hyperlocal market share. As for any
company, overall scale helps to spread marketing costs
and overheads. But in our business, profit pool potential
is a function of population density, affluence, merchant
supply, and our local market share.
Deliveroo’s mission is to transform the way you shop and eat, bringing the
neighbourhood to your door by connecting consumers, restaurants, shops and riders
Drive growth Optimise returns Capital efficiency
Mid-teens GTV growth in the
medium term
4%+ adjusted EBITDA
margin by 2026
Maintain an efficient
capital structure
Compelling CVP Delivered efficientlyAcross key verticals
Selection Optimised deliveryRestaurant
Consumer experience Operating leverageRetail
Price/value Marketing efficiencyGrocery
Loyalty Investment disciplineAdvertising
1
2 3
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
16 deliveroo plc Annual Report 2023
1
Compelling
CVP
Pillars
• Selection: From the beginning, Deliveroo has been built
on offering great selection across all restaurants and
cuisine types. Expanding choice – including across
grocery and now non-food retail – continues to be a key
driver of increasing spend and retention with existing
customers , as well as adding new customers.
• Price/value: Ensuring value for money on our platform
is key to building consumer trust and supporting
frequency and retention. We promote fair prices
using direct levers such as targeted promotions for
consumers and indirect levers such as our value
programme, which rewards merchants who limit mark-
ups and deliver great service.
• Consumer experience: A great experience combines
in-app search and discovery, the delivery service
and care/recovery in case of any issues. We have
opportunities to improve across all three aspects, and
doing so improves consumer trust and is a key element
of unlocking further growth.
• Loyalty: Our Plus programme is a tiered subscription
plan now live in eight markets, offering members free
delivery and additional benefits. Plus customers spend
three times more than non-members and have stronger
retention, making this programme one of our most
valuable strategic growth assets.
Progress in 2023
• Selection: We expanded merchant supply with an
additional c.5,000 restaurants, c.2,000 grocery stores
and a growing number of retailers globally, including
adding brands such as Domino’s in the UAE, Subway
in Hong Kong and Five Guys in Singapore. We also
dramatically increased the selection that consumers
see by expanding delivery areas to give them
greater choice.
• Price/value: We improved value for money and
addressed food price mark-ups on our platform.
During 2023, we shifted marketing spend to increase
our targeted promotions. We also introduced our value
programme and commercial architecture for partners
in the UK – with promising results showing up in our
value for money Net Promoter Score (‘NPS’).
• Consumer experience: We prioritised fixing defects
so we could deliver more and more perfect orders.
One area of focus was orders classified as OMDNR –
when a consumer pays for their order but does not
receive it – which we reduced by around 65%.
• Loyalty: We continued to add benefits to Plus, such as an
on-time promise providing £5 compensation if an order
arrives more than 15 minutes late. We also launched
a programme targeted at students in the UK, as well
as adding partnerships with Revolut in the UKI, France
and Italy, with Gojek In Singapore, and with Hong Kong
Telecom in Hong Kong.
Priorities in 2024
• Price/value: Promote price integrity by rolling out our
commercial architecture and value programme, taking
it beyond the initial launch with UK restaurants and
across our main markets and verticals.
• Consumer experience: Continue to strive for perfect
deliveries by reducing order inaccuracy (missing items),
cancellations and rejections.
• Loyalty: Strengthen our tiered Plus programme by
enhancing our offerings and introducing new ways
to inspire consumer loyalty, including providing
additional discounts and perks, and exploring
further partnerships.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
17Annual Report 2023 deliveroo plc
Strategy continued
2
Across
key verticals
Pillars
• Restaurant: We operate in large addressable markets
with significant growth potential across the entire
restaurant delivery business. We use data science to
capture opportunities on a hyperlocal level at scale,
and we align commercial incentives to improve the
consumer experience and drive growth.
• Grocery: We were one of the first platforms to launch
on-demand grocery, where penetration is low and there
is a clear demand for the speed and convenience we
offer. We are driving growth by expanding our selection
(additional partners and more SKUs), improving the
experience through new consumer and partner
technology, and expanding into larger basket missions.
• Retail: Consumer behaviour shows a clear appetite for
on-demand Retail through our platform. We are well
positioned to capitalise on the opportunity, leveraging
our grocery playbook and evolving our existing
technology and data capabilities to build a large
business with attractive unit economics.
• Advertising: We provide an attractive platform for
advertisers to connect with our large premium
consumer base. Our technology powers our advertising
solutions, allowing us to deliver strong returns for our
advertisers while protecting the consumer experience
by serving them with only the most relevant content.
Progress in 2023
• Restaurant: Over the last two years we have used our
machine learning models to assign a score that predicts
the performance of each restaurant on the platform,
helping us to curate a quality portfolio in the UK. This
has seen the number of ‘high quality’ restaurants grow
at double the pace of overall selection, with GTV from
these restaurants 2.5 times higher than lower scoring
restaurants. We have also rolled this out in all our
international markets, allowing us to improve restaurant
supply and gain leverage from technology investments.
• Grocery: We increased grocery to 13% of GTV in H2
2023 (vs 11% in H2 2022), helped by the introduction
of our new ‘top-up’ feature. We step-changed our
technology offering, for consumers (e.g. multi-level
aisle shopping, substitution preferences in-app) and
merchants (new picking app, in-stock API and improved
substitutions flow).
• Retail: We launched our ‘Shopping’ proposition, initially
in the UKI and UAE. Categories already launched include
pharmacy, flowers, toys and DIY, reflecting the low-
hanging fruit where emergency needs are most obvious
– but with lots of scope for further expansion.
• Advertising: We further scaled our business across
sponsored positioning and search results product for
restaurants and grocers, with ad revenue reaching 1.0%
of GTV in Q4 2023. We continue to take a consumer-first
approach, to strike the right balance between helping
merchants drive incremental demand, while always
prioritising the consumer experience.
Priorities in 2024
• Grocery: Serve more customer missions by expanding
into medium-sized baskets through range expansion
and enhanced technology.
• Retail: Begin to scale retail globally by partnering with
leading brands and local favourites to grow selection
and coverage, including launching in additional
markets beyond the UK and UAE. Boost consumer
awareness including through key seasonal retail
moments with marketing campaigns, promotions
and in-app merchandising.
• Advertising: Continued to scale by adding new formats,
increasing advertiser adoption across segments and
driving return on ad-spend (‘ROAS’) to improve retention
and pricing.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
18 deliveroo plc Annual Report 2023
Pillars
• Optimised delivery: Delivery costs are the largest
expense item in our Profit and Loss. We have a proven
record in driving efficiency in the delivery network,
enabling us to reinvest in our key growth drivers and
improve profitability, while also allowing riders to
maximise their earnings potential.
• Marketing efficiency: Our marketing activities are
focused on both new consumer acquisition and
increasing retention, frequency and spend of existing
consumers. We continually experiment to improve the
efficiency and effectiveness of our spend, helping us
to reduce our marketing cost as a % of GTV.
• Operating leverage: We support our market-facing
commercial and operational activities with a global
tech platform and central support functions. We have
multiple opportunities to drive efficiency and operating
leverage as we scale.
• Investment discipline: Our industry is still early in its
maturity and there remains ample room for growth.
We are disciplined in allocating capital to the most
promising opportunities where we can build strong
market positions offering compelling returns. Our
capital position provides the financial resources
to maintain and strengthen market positions and
pursue growth opportunities while providing
appropriate headroom.
Progress in 2023
• Optimised delivery: We drove efficiencies in our delivery
network by reducing the overall time riders spend on
an order, for example by incentivising merchants to
make sure orders are ready on time. We also continued
to develop our order stacking capabilities by launching
multi pick-up stacking – when we know the consumer
experience will not be harmed and it makes sense for
the network.
• Marketing efficiency: We reduced marketing spend
by 14% year-on-year through performance marketing
optimisation by improving our targeting and introducing
optimisation signals linked to individual customer value.
We’ve also enhanced our machine learning models in
customer relationship management that better predict
how consumers will respond to promotions, which
drove both cost savings and incremental GTV.
• Operating leverage: We completed a redundancy
programme removing 9% of employed positions across
the business, driving benefits not only through lower
headcount costs but also increased efficiency and
speed of decision-making. We also reduced costs
relating to contractors and customer care agents.
• Investment discipline: Following market exits in late
2022, we continued to focus investments across the
highest impact areas in the business.
Priorities in 2024
• Optimised delivery: Develop order stacking capabilities,
including pick-ups from multiple merchants, to improve
efficiency and offer riders more stacked orders so they
can earn more money quicker.
• Marketing efficiency: Increase marketing efficiency by
targeting and personalising promotions and increasing
co-funding by partners.
• Operating leverage: Drive further efficiencies through
improved tooling and automation, optimising third-
party spend and leveraging our location strategy.
3
Delivered
efficiently
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
19Annual Report 2023 deliveroo plc
Key performance indicators
Key to strategy and remuneration
1
Invest in key CVP levers
2
Focus on priority verticals
3
Increase operating efficiency
R
Remuneration metrics
Revenue and revenue take rate*
Financial KPIs
1
Revenue (£m)
£2,030m
+2%**
19
772
1,735
20
1,163
21
22 23
1,975
2,030
Revenue take rate (%)
28.7%
-10 bps YoY
19
30.6
27.5
20
29.2
21
22 23
28.8
28.7
Gross profit and margin
(as % of GTV)*
Description
Revenue is primarily generated from merchant
commissions, consumer fees, and merchant sign-up fees.
Further, a growing contributor is revenue generated from
our advertising proposition. Revenue take rate is revenue
divided by GTV. It is a widely used measure for understanding
the proportion of total value spent by consumers on our
marketplace that is captured by Deliveroo.
Performance – 2023
Revenue reached £2,030 million, a year-on-year increase of
2%**, mainly driven by the growth in GTV, as well as a growing
contribution from advertising revenue. The revenue take
rate was 28.7% compared to 28.8% in 2022, with the slight
year-on-year decline primarily attributable to an increase
in targeted promotions to provide value, such as the ‘£7
off 7” and buy-one-get-one-free campaigns, and a greater
proportion of grocery and pick-up orders within the mix.
This was partly offset by the positive impact of consumer
fee optimisation and advertising revenue.
Gross profit (£m)
£726m
+13%
19
189
495
20
348
21
22 23
643
726
Gross profit margin (%)
10.3%
+90 bps
19
7.5
7.9
20
8.7
21 22 23
9.4
10.3
Description
Gross profit is calculated as revenue less costs of
sales, which primarily comprises rider costs and credit
card fees. Gross profit margin (as % of GTV) is gross
profit divided by GTV. Gross profit margin (as % of GTV)
is considered a good measure of profitability at a
transactional level.
Performance – 2023
Gross profit reached £726 million compared to £643 million
in 2022, an increase of 13% in reported currency. Gross
profit margin (as % of GTV) was 10.3% compared to 9.4%
in 2022. The year-on-year improvement reflects increases
in GTV per order* and growing contribution from high-
margin advertising revenue, as well as efficiencies in the
delivery network that have helped to limit the inflationary
impact on cost of sales per order.
1. Deliveroo ceased operations in Spain in November 2021 and Australia and the Netherlands in November 2022. In accordance with IFRS 5, Australia and the Netherlands
have been classified as discontinued operations in 2023 and 2022, and results for 2021 have been restated (results for 2019 and 2020 have not been restated). Spain
has been classified as a discontinued operation in 2023, 2022 and 2021, and results for 2020 have been restated (results for 2019 have not been restated).
* To supplement performance assessment, Deliveroo uses alternative performance measures (‘APMs’), which are not defined under IFRS. The first instance
of each APM is indicated with an asterisk (*); definitions and further details are provided on page 187.
** In constant currency.
1
2
31
2
3
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
20 deliveroo plc Annual Report 2023
Adjusted EBITDA* and margin
(as % of GTV)*
Adjusted EBITDA (£m)
£85m
+£130m
Adjusted EBITDA margin (%)
1.2%
+190 bps
Description
Adjusted EBITDA represents loss for the year before
income tax charge/credit, finance costs, finance
income, depreciation and amortisation, impairments,
exceptional items* and provisions, and share-based
payments charge and national insurance on share
options. Adjusted EBITDA is considered to be a measure
of the underlying trading performance of the Group and
is used, among other measures, to evaluate operations
from a profitability perspective.
Performance – 2023
Adjusted EBITDA was £85 million, compared to £(45)
million in 2022, with the improvement driven by a
combination of gross profit improvement, efficiency
of marketing spend and a reduction in overheads in
2023. Adjusted EBITDA margin (as % of GTV) was 1.2%
compared to (0.7)% in 2022.
Net cash* and free cash flow*
Net cash (£m)
£679m
(32)%
Free cash flow (£m)
£(38)m
+£205m
19
230
1,291
20
379
21 22 23
1,000
679
Description
Net cash is a good measure of the assets that the business
has available to invest in its operations and fund growth.
Free cash flow is defined as net cash from operating
activities less: purchase of property, plant and equipment;
acquisition of intangible assets; payment of lease liabilities;
and interest on lease liabilities. It is used, among other
metrics, as a measure of cash inflow or outflow from the
Group’s operating and investing activities.
Performance – 2023
Net cash was £679 million at 31 December 2023, compared
to £1,000 million at 31 December 2022, with the majority of
the year-on-year movement driven by shareholder returns
of £309 million in 2023. Within the net cash movement, free
cash flow was £(38) million in 2023 compared to £(243)
million in 2022.
23
22
(45)
85
(100)
2120
(11)
19
(227)
23
22
(0.7)
1.2
(1.6)
2120
(0.3)
19
(9.0)
(28)
(10)
(38)
H1 23 H2 23
23
(239)
(243)
21 22
* To supplement performance assessment, Deliveroo uses alternative performance measures (‘APMs’), which are not defined under IFRS. The first instance of each APM
is indicated with an asterisk (*); definitions and further details are provided on page 187.
1
2
31
2
3
R
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
21Annual Report 2023 deliveroo plc
Key performance indicators continued
GTV* and GTV growth
Non-financial KPIs
Gross transaction
value (£m)
£7,062m
+3%
19
2,522
6,305
20
3,979
21
22 23
6,848
7,062
GTV growth in constant
currency (%)
3%
19
57
70
20
62
21 22
23
7
3
Description
Gross transaction value (‘GTV’) is the total value paid
by consumers, excluding any discretionary tips. GTV
comprises the total basket (net of any discounts) and
consumer fees, and is represented including VAT and
other sales-related taxes. It is a widely used measure
for understanding the total value spent by consumers
on our marketplace.
Performance – 2023
GTV reached £7,062 million, a year-on-year increase of
3% in reported currency and 3% in constant currency.
The primary driver of GTV growth in the year was a 6%
year-on-year increase in GTV per order. Year-on-year
GTV growth slowed in 2023, reflecting the increasingly
challenging macroeconomic environment, which has
impacted consumer behaviour and led to a decline in the
number of average monthly active consumers (‘MACs’).
Orders and GTV per order*
Orders (m)
290m
(3)%
19
119
284
20
174
21 22 23
299
290
GTV per order (£)
£24.3
+6%
19
21.3
22.2
20
22.9
21
22
23
22.9
24.3
Description
Orders represents the total number of orders delivered
from our platform, including from our Marketplace and
Signature offerings, over the period of measurement.
Order volume is considered a key driver of GTV and also
gives a measure of the Group’s scale. GTV per order is
GTV divided by orders. It is a measure of the average size
of each transaction on the platform, and is an important
driver of both GTV and commission revenue.
Performance – 2023
Orders were 290 million in 2023, a year-on-year decline of
3%. This was primarily driven by a lower average monthly
active consumer base in 2023, with average monthly
order frequency broadly stable year-on-year. GTV per
order grew by 6% in reported currency and constant
currency alike to £24.3 for the year. This equates to an
increase of 140p versus 2022 driven by item-level price
inflation and optimisation of consumer fees.
1
2
3
R 1
2
3
Key to strategy and remuneration
1
Invest in key CVP levers
2
Focus on priority verticals
3
Increase operating efficiency
R
Remuneration metrics
* To supplement performance assessment, Deliveroo uses alternative performance measures (‘APMs’), which are not defined under IFRS. The first instance
of each APM is indicated with an asterisk (*); definitions and further details are provided on page 187.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
22 deliveroo plc Annual Report 2023
MACs and AOF Employee engagement
Monthly active
consumers (m)
7.1m
(4)%
Employee engagement
(score out of 10)
7.4
-0.4 pts YoY
19
3.1
7.0
20
4.6
21
22 21
20
23
22
7.4 8.1
7.5
7.1
7.8
Average order
frequency (monthly)
3.4x
+1% YoY
19
3.0
3.4
20
3.2
21 22 23 23
3.4 3.4
7.4
Description
Monthly active consumers (‘MACs’) is the number of
individual consumer accounts that have placed an
order on our platform in a given month. Average order
frequency (‘AOF’) is the average number of orders
placed by active consumers in a month. The number
of MACs multiplied by the AOF gives the average number
of orders per month, which in turn drives GTV.
Performance – 2023
In 2023, MACs averaged 7.1 million for the year as a whole,
compared to 7.4 million in 2022. The modest year-on-
year decline coincided with inflationary pressures on
consumers. The decline stabilised through the year, with
H1 2023 MACs down 5% year-on-year and H2 2023 MACs
down 2%, exiting 2023 at a high for the year of 7.3 million
MACs, reflecting early signs of stabilisation in consumer
behaviour. AOF remained broadly stable year-on-year at 3.4.
Description
We use the Peakon platform to better understand
employee engagement. Monthly surveys allow us to
reflect employee feedback into departmental action
plans in ‘real time’. The overall engagement score
measures the sentiment across four key engagement
areas: ‘belief (in product)’, ‘satisfaction (in job)’, ‘loyalty
(to Deliveroo)’ and ‘employee net promoter score (‘eNPS’)’.
Performance – 2023
Employee engagement decreased from 7.8 in December
2022 to 7.4 in December 2023. The primary driver is
that in February 2023, we completed a Company-wide
redundancy programme that impacted engagement
across all areas of our business. This caused our
engagement score to reach a low of 7.1 in April; however,
since then it began recovering steadily. Towards the
end of the year, this recovery was slowed to a degree
by the announcement of our return to office policy,
requiring UK and Ireland-based employees to attend the
office three days per week – a measure that we feel is
necessary for long-term culture and productivity.
31
2
3
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
23Annual Report 2023 deliveroo plc
Key performance indicators continued
Non-financial KPIs continued
Net zero on Scopes 1 and 2 (market-
based)
Representation of women at Level 4
and above
Overall
39%
+2 ppts YoY
Total Scopes 1 and
2 Emissions
11,317 tCO
2
e
22 23
37%
39%
Tech-based roles
25%
+2 ppts YoY
22
23
23%
25%
Description
Scope 1 emissions are those we make directly – for
example running gas hobs in Editions kitchens, or
burning gas in boilers that heat our buildings. Scope
2 emissions are from the energy we purchase – for
example, the emissions created when a gas-fired power
station in the UK generates the electricity for our HQ.
We have set a 2035 target to reduce these to net zero,
with an interim target of 15-25% reduction by the end of
2025. The interim target is measured against our FY2022
baseline (excluding markets we exited in FY2022), and
is calculated on a market-basis.
Performance – 2023
Against the FY2022 baseline (which excludes market
exits), our market-based emissions for FY2023 were
11,317 tCO
2
e. This represents a decrease of 2.6% year-on-
year. This is marginally ahead of expectations; major capital
investments likely to lead to more significant reductions
are planned for this financial year.
Key to strategy and remuneration
1
Invest in key CVP levers
2
Focus on priority verticals
3
Increase operating efficiency
R
Remuneration metrics
3
R
Description
Representation of women at Level 4 and above in
the workforce represents the proportion of women
in the workforce compared to men at mid and senior
levels. The People team continuously monitors the
representation of women across the Company and
reports it to the Executive Team on a quarterly basis,
both by level and role split (e.g. ‘Tech’ and ‘non-Tech’).
Performance – 2023
The representation of women at Level 4 and above has
increased by 2ppts overall YoY. Looking at the figures
by role split, the representation of women has increased
by 2ppts in Tech roles and by 1ppts in non-Tech roles
over the past year. At the end of 2023, nearly all of the
planned actions on our impact plan for gender equity
were completed or in progress, covering areas such as
inclusive recruitment, development of women in middle
management, and more.
22 23
11,625
11,317
3
R
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
24 deliveroo plc Annual Report 2023
Stakeholder statement
Our stakeholders
Our approach to stakeholders
We are focused on driving long-term sustainable performance for the benefit of
the three-sided marketplace of consumers, riders and merchants, as well as our
shareholders and wider stakeholders. We are also committed to being a diverse and
inclusive company, recognising the vital role we play in supporting the communities
in which we operate.
This section sets out how we have engaged with our key stakeholders to understand what matters to them and how
these valuable insights feed into the Board’s decision making. The Board recognises that our business and behaviours
impact our stakeholders and so, to the extent relevant, the Board seeks to consider their interests when reaching
decisions. You can read more about how the Board considers these interests in our Section 172 Statement on page 29.
What they care about
We offer an exciting environment for our employees to build
a career. Our people want to accelerate their growth by
working with talented colleagues to take on new and unique
challenges, and deliver career-defining work while making a
positive impact on local communities. All while participating
in a vibrant, diverse and supportive working environment.
Why they matter to us
Employees are the lifeblood of Deliveroo. They enable us
to support our marketplace and have helped build the
Company into what it is today.
How we engaged
• Unfortunately, in 2023 we had to make some tough
decisions, including employee redundancies. This was
incredibly difficult but the right thing to do for the long-
term interests of the business. We made every effort
to manage the redundancy process as sensitively and
supportively as possible, with training given across
the organisation.
• We held monthly firmwide events to share key Company
initiatives and news.
• Peakon is our employee sentiment measurement
and engagement tool. We received 25,000 Peakon
survey responses, with over 40,000 individual
feedback comments, which management considers
in decision making.
• We engaged through our award-winning employee
resource groups (‘ERGs’), which create communities made
up of colleagues with shared identity and their supporters
and allies.
Outcomes and support
• We responded to employee feedback provided through
our engagement platform, Peakon. Resulting initiatives
included: the development of a Company-wide approach
to individual goal setting, more clarity on our key
strategic initiatives, and the launch of fully-funded private
healthcare for UK employees.
• After engagement with employee leadership and our ERGs,
we introduced a new ‘Return to Office’ policy in the UK and
Ireland to encourage greater cross-functional innovation
and productivity.
• We refreshed our Company Values, which play a key role in
setting our culture and guiding how we act as a business.
• We launched two new ERGs, our Disability, Neurodiversity
and Mental Health ERG, and our Family and Carers ERG.
Our employees
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
25Annual Report 2023 deliveroo plc
Stakeholder statement continued
What they care about
We focus on understanding what our customers want. We know
this includes service that is reliable, trustworthy, and provides
great value, particularly during tough times.
Wherever possible, we make decisions with our consumers top
of mind, to offer them the best service on a neighbourhood-
by-neighbourhood level. In response to customer demand
we have extended our offer to include non-food. Our aim is to
transform how people shop as well as eat by bringing more of
their local neighbourhood to their door.
Why they matter to us
Consumers are the cornerstone of our marketplace. Ultimately,
if consumers aren’t happy with the service we offer, they will
place fewer orders, reducing partner revenues, rider earning
opportunities and Company growth and profitability. That’s why
we are consumer obsessed.
How we engaged
• Our consumer engagement programme generated over
2 million pieces of feedback from consumers globally.
This included specific insight on whether they felt the
order they received represented good value for money, to
improve our understanding of consumer value perception.
• We established the Roosearch Hub, our first high-tech
lab, to enable our Research and Insights team to collect
consumer insights.
Outcomes and support
• We established new browsing functionality to improve the
discoverability of retail items, and introduced a new in-app
experience to allow consumers to send items as gifts.
• We introduced a monthly Roosights newsletter for all
employees to ensure customer insights and learnings are
disseminated and acted upon across the business.
• We focused on improving value for money for consumers,
building mechanisms to reward merchant partners who
offer great value, as well as ensuring that better value
for money options are more visible and accessible on
our platform.
• We established cross-business teams to: reduce
defects on orders by 10% (with orders not delivered
down by 65%); reduce delivery times by one minute; and
increase consumer satisfaction (with NPS up 11 points
year-on-year).
• We expanded and enhanced our CVP by broadening our
Company mission and introducing our retail proposition.
What they care about
When we speak to riders – both directly, and through their
unions in the UK, France and Italy – they are clear that they
want attractive earning opportunities and a flexible way
to work which fits within their lifestyle. They also want
protection and security against issues which may arise.
Why they matter to us
Riders are an integral participant in our three-sided
marketplace. That is why we will continue to invest in
improvements to our rider proposition, focusing on what
riders want, while campaigning for what’s important to
them – the flexible work they tell us they value.
How we engaged
• We engaged with riders through dedicated engagement
teams in each of our markets, with regular surveys, an in-
app feedback tool and rider focus groups.
• Riders also have access to our dedicated, live order
support tool, which deals with order-related issues and
is another forum for us to gather feedback.
• We also engaged with riders through trade unions in a
number of markets, including in the UK, France and Italy.
Outcomes and support
• We continued to offer riders unmatched flexibility and
advocate for this flexible way of working with policy
makers around the world.
• Globally, over 135,000 riders completed an order in 2023
and satisfaction remained above 80% for the year.
• Following engagement with the GMB Union, we launched
a new partnership with City and Guilds in the UK, providing
thousands of riders with new vocational skills training and
qualification opportunities.
• We signed three agreements with elected trade unions in
France concerning offboarding decisions and rider fees.
• We improved the coverage of our accident insurance in
Hong Kong.
• We launched a Ramadan Riders Awareness Programme in
our Middle Eastern markets, aimed at promoting the health
and wellbeing of riders in preparation for the holy month.
We arranged similar Ramadan initiatives and events in
several countries worldwide.
Our consumers Our riders
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
26 deliveroo plc Annual Report 2023
What they care about
Our merchants want to work with a platform that gives
them the tools to reach new consumers, boost their sales
and improve their bottom line. We are proud to be a key
part of merchants’ growth, particularly in a challenging
economic climate.
Our smaller merchants are at an earlier stage in their journey,
so we provide specific support for them to digitise, develop
their business plans, and go greener.
Why they matter to us
Our merchants provide the food and products that our
consumers love. Without them, our customers would not
have the breadth of selection and quality of products
they require. Our proposition to our merchant partners
– restaurants, grocers and non-food retailers – aims to
provide strong incremental demand generation, an excellent
consumer experience, and tools to drive profitability and
grow their business.
How we engaged
• Merchant Insight and User Experience teams regularly
engaged with groups of merchants to receive feedback
and to test our products and services.
• We expanded our account management capability and
rebooted our onboarding processes to improve partner
support through the first, critical weeks of operating
with Deliveroo.
• We increased the level of self-service reporting available
through our Partner Hub, enabling merchants to better
interrogate their performance on Deliveroo.
• We launched the first ‘Deliver & Grow’, a new series of
thought leadership publications helping merchants
understand consumer trends.
• We held our ‘Food Forward’ Restaurant conference in
October 2023, bringing together 350 merchants, providing
a fantastic opportunity for them to gain insights into
consumer trends and engage with industry experts and
members of our Executive Team.
Outcomes and support
• We enabled more merchants to sign up to our increasing
number of market-leading marketing campaigns that
drive incremental sales.
• We made it easier for merchants to respond to customer
reviews, helping strengthen the relationship and
experience for both parties.
• We launched new commercial infrastructure
and incentives to reward our merchants for
operational performance which aligns with better
consumer outcomes.
• We launched a new sustainable packaging store for
merchant partners in the UAE, helping them to choose
more environmentally friendly packaging options at cost
effective prices.
• We created a new partnership with wholesalers to offer
merchants savings on their costs of goods.
• We launched a new training academy to help small and
medium-sized restaurants across the UK access expert
advice and valuable training and skills opportunities.
• We supported 115,000 jobs in restaurants and their supply
chairs across our 10 markets.
Our merchants
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
27Annual Report 2023 deliveroo plc
Stakeholder statement continued
What they care about
The communities in which we operate are as diverse and varied
as the cuisines and merchants on our platform. At a time of high
inflation globally, we know there are common concerns about
the cost of living and the cost of food in particular, which is why
we have partnered with charities that support those in need.
Why they matter to us
Deliveroo is fundamentally a local company. We want to be
more than a presence in the neighbourhoods in which we
operate; we want to actively support local communities.
This matters to our consumers, riders and merchant
partners – so it matters to us.
How we engaged
• We engaged with charities in the locations in which we
operate to support local communities. We know food best
and help those in need to access free meals.
• During 2023, through our Full Life Campaign, we have
helped provide over 3 million free meals globally to people
facing hunger through our charity partnerships.
• We also provided our employees with a paid day off to
volunteer at a charity. Following internal awareness raising,
we saw a 30% increase year-on-year on the global uptake
of colleagues using their volunteering day.
Outcomes and support
• In the UK, we worked with the Trussell Trust to help provide
meals and raise money for its food bank network and
associated mental health and financial support services.
We also provided hundreds of volunteers to help support
the Trussell Trust staff at the charity’s food bank.
• During 2022 and 2023 we launched our Full Life campaign
in Kuwait and Qatar, collaborating with Food Box and
the Social Work Society. We continued our collaboration
with the Italian Red Cross, Emirates Red Crescent in UAE,
Secours Populaire in France, FoodCloud in Ireland, St
James Settlement in Hong Kong and Food from the Heart
in Singapore. In addition to our existing partnerships, we
also launched a new charity partnership with the Belgian
Federation of Food Banks.
• We launched a new initiative to provide free meals for
homeless members of the LGTBQ+ community to coincide
with Pride Week.
What they care about
We want to ensure that our investors understand our
business, including our business model, strategy, future
growth potential and risks, overall performance, capital
structure and ESG matters.
We are committed to considering shareholder interests and
maintaining an open and regular dialogue, to understand
their perspectives and priorities.
Why they matter to us
Shareholders are the owners of our business and the main
source of long-term funding, so our focus is on delivering
long-term, sustainable value for them.
We aim to provide investors with transparent and consistent
information and appropriate ongoing dialogue with our
Board and Senior Management.
How we engaged
• We provided quarterly market updates, including hosting
webcasts for our annual and interim results, as well as
our Q4 trading update. During each webcast, Executive
Directors responded to questions from analysts and
investors to ensure an open dialogue with the market.
• Our CEO, CFO and the Investor Relations team met with
investors after our significant financial announcements
as well as on an ad hoc basis.
• Outside of reported results, we hosted specific events
for investors and analysts, including our grocery seminar
in July and Capital Markets Event in November. We also
engaged extensively with institutional investors in
August and September ahead of our tender offer which
concluded in October 2023.
• Our Board Chair engaged with our largest investors ahead
of our Annual General Meeting (‘AGM’) on general Board and
governance matters, as well as shareholder engagement
with the Board at the AGM.
Outcomes and support
• The CEO, CFO and IR team held almost 200 meetings with
over 500 individual investors and analysts during 2023.
Investor views and feedback from these meetings were
reported back to the Board.
• We held a successful AGM with all resolutions passed,
receiving in excess of 97% votes in favour.
• In October, we successfully completed a tender offer to
return £250 million to shareholders, taking the total return
of capital to shareholders during the year to £300 million.
Our shareholdersOur local communities
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
28 deliveroo plc Annual Report 2023
The Board’s duties under Section 172(1)
The Board recognises that our business and behaviours
can impact our consumers, riders, merchants, employees,
investors and other stakeholders. We believe that stakeholder
engagement is key to the execution of our strategy and is
critical to achieving long-term sustainable success.
The Board considers impacts on our key stakeholders and
the consequences of any decision in the long term. It is
not always possible to provide positive outcomes for all
stakeholders and the Board sometimes has to make decisions
based on balancing competing interests. Stakeholder activity
is undertaken across our business and at different levels
of the organisation. For more information on how we have
engaged with our key stakeholders, see pages 25 to 28.
Section 172(1) Statement
The Board confirms that, for the year ended
31 December 2023, it has acted to promote the long-
term success of the Company for the benefit of its
shareholders as a whole, while having due regard to
the matters set out in Section 172(1)(a) to (f) of the
Companies Act 2006.
The table below describes the methods used by
the Board in fulfilling its duty under Section 172(1),
in relation to each of the factors set out in the
Section. More information is cross-referenced
to demonstrate how these factors are considered
by the Board and across the business.
How the Board fulfils its Section 172(1) duties
How the Board fulfils its duty Key activities/considerations in 2023 More information
(a) The likely consequences of any decision in the long term
The Board receives regular updates on
the Company’s operational and financial
performance from the CEO and CFO as
well as from other members of Senior
Management. This includes the outcome
of engagement with investors, consumers,
riders, merchants, employees and other
stakeholders. The Board also holds an
annual strategy day, which includes
presentations from key areas of the
business to inform the Board of the key
focuses in the coming year, with actions
from the day considered throughout
the year.
• Board strategy day and Capital Markets Event.
• Board approval of expanded Company mission.
• Board approval of budget and long-term financial plan.
• Approval of 2024 ESG strategy and ongoing monitoring of
progress against pillars, emissions, diversity and Task Force
on Climate-related Financial Disclosures (‘TCFD’) reporting.
• Consideration of financial reporting statements,
including outlook and market guidance.
• Capital allocation consideration including approval of
£50m share buy back and £250m tender offer.
→ Chair’s Letter p12 and p78
→ Company Mission p16
→ Our Business Model p14
→ Our Strategy p16
→ Board Activities p87
→ Viability Statement p75
and Going Concern p148
and p178
→ Sustainability p31
(b) The interests of the Company’s employees
The Board receives regular updates
on matters relating to our employees
through the CEO and the Chief People
Officer, including in relation to employee
engagement, culture and recruitment
to align with our growth and strategic
ambitions, and diversity, equity and
inclusion (‘DE&I’). The Chief People
Officer also reports to the Remuneration
Committee more specifically on
recruitment and reward matters, and to
the Nomination Committee on leadership
succession, DE&I and culture.
• Review of the Company’s remuneration philosophy,
employee engagement and attrition.
• Approval of the Company’s refreshed Values.
• Updates on culture and DE&I matters.
• Review and approval of the Gender Pay Gap Report.
• Reports from Dominique Reiniche, the designated
Employee Non-Executive Director.
• Review of the Company’s Return to Office policy.
• Quarterly People KPIs.
• Consideration and approval of the Company’s
diversity reporting and compliance with the new
FCA disclosure requirements.
→ Our People p42
→ Stakeholder Engagement p83
→ Diversity, Equity and Inclusion
p92
→ Employee Engagement p84
→ Whistleblowing p101
→ Nomination Committee
Report p91
→ Directors’ Remuneration
Report p102
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
29Annual Report 2023 deliveroo plc
How the Board fulfils its duty Key activities/considerations in 2023 More information
(c) The need to foster the Company’s business relationships with suppliers,
customers and others
The Board receives regular updates
on matters relating to our consumers,
riders, merchants and other significant
commercial arrangements, through
the CEO and regular presentations from
members of Senior Management.
• CEO updates on key strategic, operational and business
matters including annual strategy day.
• CFO updates on key financial and investor matters.
• Executive Team presentations on our markets, consumers,
business partners and competitive landscape.
• Board trip to Italy to better understand the local market
and meet with the Italy team.
• Updates on tech, product and automation.
• Updates on matters relating to riders.
• Updates on ESG matters relating to our marketplace.
• Direct feedback from our Board members as
Deliveroo consumers.
→ Sustainability p31
→ Our Business Model p14
→ Our Strategy p16
→ Whistleblowing p101
→ Anti-Bribery and
Corruption p41
(d) The impact of the Company’s operations on the community and the environment
The Board receives regular reports on ESG
matters from the CEO and members of
Senior Management.
• Approval of ESG strategy and monitoring of progress
against ESG commitments and pillars.
• Review of progress made against Scope 3 emissions and
diversity commitments.
• Progress against the gender diversity and emissions
metrics as part of executive remuneration under the PSP.
• Review of annual TCFD and Sustainability review disclosures.
• Review and approval of the Modern Slavery Statement.
→ Sustainability p31
→ TCFD p67
→ Stakeholder Engagement p25
→ Directors’ Remuneration
Report p102
(e) The desirability of the Company maintaining a reputation for high standards of
business conduct
The Board receives regular updates on
Company Values, culture, risk, regulatory,
legal and governance matters from the CEO,
CFO, Chief People Officer, General Counsel
and Company Secretary.
• CEO report on Company Values review.
• Review and approval of the Modern Slavery Statement and
Gender Pay Gap reporting.
• Consideration and approval of the Group’s principal risks
and risk appetite, and monitoring of controls.
• Regular updates on legal, regulatory and governance
matters including the Company’s Speak Up platform.
• Internal Audit reports.
• Consideration of key policies and procedures.
→ Sustainability p31
→ Anti-Bribery and Corruption
p41
→ Risk management and our
principal risks p58
→ Audit and Risk Committee
Report p94
→ Whistleblowing on p83
and p101
(f) The need to act fairly as between members of the Company
The Executive Directors, Chair, Senior
Independent Director and other Non-
Executive Directors are available to meet with
investors on request and report back to the
Board on investor views from these meetings.
The Board receives regular reports from
the Investor Relations team and the
Company’s corporate brokers on feedback
from investor engagement, competitor
trends, the Company’s share register and
significant changes in shareholdings.
• Regular broker updates on investor feedback and market/
competitor dynamics.
• Shareholder engagement ahead of, and during, the AGM
in May 2023.
• Regular investor engagement by CEO, CFO and IR team.
• Engagement with investors/analysts at the Capital
Markets Event.
• Consultation with investors on the mechanism and
proposed value for the return of capital to Shareholders.
→ Notice of 2023 AGM: see
Company website
→ AGM p84
→ Stakeholder Engagement p83
Stakeholder statement continued
How the Board fulfils its Section 172(1) duties continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
30 deliveroo plc Annual Report 2023
Company, environment and communities:
Marketplace:
Sustainability review
Our marketplace
At Deliveroo, we are committed to
supporting our marketplace, our
Company, our communities, and the
environment around us. We want to
have a positive impact. This means
supporting our consumers with access
to healthier choices, our merchants with
opportunities for growth and our riders
with good work. We’re also working to
make our Company and marketplace
more inclusive, to reduce our impact
on the environment, and to support
communities facing food insecurity.
Our sustainability strategy guides six pillars of activity, and
is shaped by a materiality assessment of what matters most
to Deliveroo and the Company’s diverse range of stakeholders.
It is also shaped by where our action could have the most
positive impact on society and the environment. We group these
pillars into two ‘clusters’ through which we aim to deliver positive
environmental and social outcomes: one cluster comprising
the three sides of our marketplace – consumers, riders and
merchants – and the other covering our Company, the wider
environment, and the communities we operate in. Over the
course of the year we have made good progress against each
of the pillars. This review sets out our achievements during the
year and our priorities for the year ahead.
Riding and thriving
Enabling healthier eating
Supporting merchants to grow and be
more sustainable
Reaching net zero and reducing waste
Tackling food insecurity in our communities
Building a diverse and inclusive company
and marketplace
Our six sustainability pillars
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
31Annual Report 2023 deliveroo plc
Sustainability review continued
Riding and thriving Enabling healthier eating
We want to give riders the flexible work they value
alongside the security they deserve, as well as
attractive earning and learning opportunities.
Highlights of progress on our 2023 priorities
• Launched six new partnerships in the UK, providing
riders with discounts and perks, and renewed our
safety partnership with Flare app.
• Celebrated the one-year anniversary of the GMB deal
in the UK with progress on rider representation, and
developed our union relationship in Italy.
• Engaged positively with regulators including on the
EU’s Platform Work Directive.
• Launched our partnership with vocational skills
and training provider City and Guilds in the UK. Over
600 riders have started their ‘Ready For’ courses in
construction and care while 25 riders completed
intensive training and are now starting careers in
Network Rail and London Underground.
• Ran a scholarship programme, providing access
to university courses in Italy for 80 riders.
• Launched upskilling programmes in business and
mechanics in Hong Kong.
Priorities for 2024
• Launch childcare support in the UK, giving riders
subsidised access to childcare, and exploring other
opportunities for partnerships.
• Enhance learning opportunities for riders by rolling
out our improved online learning opportunities with
Lynx, in all markets, and expanding our range of
vocational opportunities in other markets.
• Continue to advocate for the flexible work that
riders want.
• Roll out the joint Deliveroo/GMB ‘Respect’ charter
with more partners in the UK – a set of principles
about how riders and merchants should be treated
with respect.
UN Sustainable Development Goals sub-indicators
5.1, 5.5, 10.1, 10.4
Metrics we measure
• Rider satisfaction
• Absolute number of riders participating in training
by market (initiatives varying across market)
• Rider retention
We want to give our consumers the best selection,
availability and value in healthier choices, as well as
the tools to help them make informed choices about
what to order.
Highlights of progress on our 2023 priorities
• Rolled out dietary tags, like ‘vegan’ and ‘vegetarian’
to all markets.
• Worked with the Food Data Transparency
Partnership on metrics to define healthy food
targets for businesses.
• Continued our partnership with ‘Bite Back’ 2030 to
understand young people’s barriers to accessing
healthy food.
• Led on industry engagement to understand SME
priorities in healthy eating in branding and marketing.
Priorities for 2024
• Roll out a new macronutrient feature to improve
the tools we offer consumers to help them
make informed choices, allowing partners to
list information, at an item level, on protein, fat,
saturated fat, carbohydrates, sugar and fibre.
This is in addition to the calories information they
can already display.
• Use new macronutrient data to explore selection
targets across markets where healthy options are
under-represented on menus.
UN Sustainable Development Goals sub-indicators
2.1
Metrics we measure
• Number of healthy searches by consumers
• Number of restaurants in healthy tab
Year in review
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32 deliveroo plc Annual Report 2023
Reaching net zero and reducing waste
We want to reduce our own emissions and the amount
of waste we produce.
Highlights of progress on our 2023 priorities
• Calculated our Scope 3 baseline and set a net
zero target.
• Refreshed our Scope 1 and 2 interim reduction
targets as part of Executive PSP.
• Began rider kit recycling scheme trials to continue
our commitment towards reducing waste.
• Identified and provided investment for emissions
reduction in our Editions kitchens.
• Ran subsidy schemes for e-bike transition in the UK
and Italy.
• To support our consumers to reduce their food
waste we launched a Food Waste Story Book ‘Lyn’s
Food Adventure’ across the Middle East.
Priorities for 2024
• Support our restaurants to understand their
carbon footprint.
• Identify interim Scope 3 targets, on the path to our
2040 and 2050 targets.
• Invest in energy-saving capital improvements in
the three most carbon intensive markets – the UK,
Hong Kong, and UAE.
• Invest in e-bike partnerships in more markets.
UN Sustainable Development Goals sub-indicators
12.3, 12.6, 13.2
Metrics we measure
• Greenhouse Gas reduction
• Volume of kit recycled in trials
• Food waste from Hop sites
Supporting merchants to grow and be
more sustainable
We want to provide our merchants with new
opportunities to grow revenues, increase brand
value and maximise profit potential from online
delivery, while supporting and enabling more
sustainable behaviour.
Highlights of progress on our 2023 priorities
• Launched a partnership with Bestway offering
restaurants discounts on everyday essentials.
• Launched our partner training academy, giving
partners access to training on business productivity
and sustainability optics.
• Financial incentive programme offered 30%
discount to partners to purchase eco-friendly
packaging products, further supporting their
transition to sustainable wrapping.
• Ran restaurant awards in France and UAE,
recognising the best food and brands.
• Continued our partnership with Olleco oil in the UK,
recycling used cooking oil from kitchens.
• Hosted a Food Forward conference with over 350
partners from across Europe, providing bespoke
research and insight.
• Launched a ‘Deliver and Grow’ report series to
provide insights to restaurants on growth.
Priorities for 2024
• Develop new partnerships that save our partners
money and drive growth.
• As we expand into retail, work with our new retail
partners to understand their sustainability priorities
and how Deliveroo can support these.
• Expand the partner training academy, which hosts
productivity and sustainability e-learning, into
international markets.
UN Sustainable Development Goals sub-indicators
8.2, 8.5, 9, 10.2, 10.3, 10.4, 12.2, 12.3, 12.5, 12.8
Metrics we measure
• Sales growth via our platform
• Number of restaurants enrolled in our
sustainability training
• Volume of oil recycled by Olleco
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
33Annual Report 2023 deliveroo plc
Sustainability review continued
Tackling food insecurity in
our communities
Building a diverse and inclusive
company and marketplace
We want to reduce food insecurity in our communities
by establishing the right partnerships and taking
direct action where we can.
Highlights of progress on our 2023 priorities
Charity partnerships
• Established food redistribution charity partnerships
in all of our markets.
• Increased donations via the round-up feature.
Food redistribution
• Funded thousands of free meals in 11 participating
restaurants for LGBTQ+ people experiencing
homelessness during Pride in London.
• Delivered meals to people in need during Mother’s
Day, Dragon Boat Festival and Winter Solstice in
Hong Kong.
• Supported Ramadan celebrations with food
distribution in Singapore.
Priorities for 2024
• Investigate how we can use any spare capacity
in Editions or Hop sites to support our food
insecurity work.
• Increase employee volunteering, aiming for a 30%
year-on-year increase.
• Explore more opportunities to redistribute surplus
food from partners.
UN Sustainable Development Goals sub-indicators
2.1
Metrics we measure
• Total consumer donations
• Percentage of consumers making a donation
• Total staff volunteering days
We want to have a gender balanced and more
equitable workforce that reflects our customers,
and improve diversity, equity and inclusion (‘DE&I’)
across our marketplace.
Highlights of progress on our 2023 priorities
• Expanded our gender representation target
to include Level 4+.
• Increased the overall number of women in senior
roles and the number of women hired in technology
roles through an evolved gender equity plan.
• Refreshed or introduced multiple policies including
guidance around workplace accessibility and
LGBTQ+ inclusion, and have launched two new
employee resource groups for our family, carer,
and disability communities.
• Sponsored trailblazing organisations looking to
increase diversity in tech and hospitality, such
as Colorintech’s Black Tech Fest and Be Inclusive
Hospitality.
Priorities for 2024
• Expand our work beyond gender equity to include
more diversity identities.
• Introduce self-serve tools that enable the
business to consider and apply DE&I principles
in decision-making.
• Continue to support organisations championing
diversity in the restaurant, grocery and
hospitality industries.
UN Sustainable Development Goals sub-indicators
5.1, 5.5, 10
Metrics we measure
• Level 4+ female representation
Year in review continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
34 deliveroo plc Annual Report 2023
Materiality matrix
Key
1. Health and safety
2. Water use
3. Supply chain
4. Sustainable sourcing
5. Transparency
6. Talent attraction
7. Animal health
8. Executive remuneration
9. Privacy
10. Food safety
11. Human rights and modern slavery
12. Employee conditions
13. Supporting partners
14. Diversity, equity and inclusion
15. Nutrition, obesity and wellbeing
16. Packaging waste
17. Climate change
18. Riders’ working conditions
19. Food poverty
20. Food waste
21. Deforestation
Introduction
In 2023, we strengthened our offer for each side of the
marketplace while also launching new initiatives to meet
our environmental and social goals. We built positive
partnerships for our restaurants and riders and continued
to build our healthy selection for consumers. We took good
steps to address food insecurity, having grown donations
and established charity partnerships in each of our markets.
We made continued progress under the pillar of reaching net
zero and reducing waste, with details of our Scope 3 baseline
and net zero target detailed below. One area where we made
slower progress was in leveraging our own network to tackle
food insecurity by using spare kitchen or grocery capacity
to support our communities. This continues to be a priority
to investigate for 2024.
In reviewing our materiality assessment, we are content
that the majority of last year’s analysis remains relevant
and valid for 2024. The key area of development relates to
the expansion of the Deliveroo offering into non-food retail.
This means we are expanding our range of partners to
include retailers such as florists, hardware and pet supplies
stores. To reflect the broader range of stakeholders we
now work with, we have included additional issues on our
materiality matrix, e.g. deforestation in supply chains and
elevated the importance of modern slavery given this is a
risk many retailers face and combat in their supply chains.
These issues are ranked relatively low for the moment since
retail is currently a small part of the business, and as we do
not control the stock choices made by partners this has less
impact on the core business.
In line with our materiality assessment, our priority areas
of focus for 2024 are food insecurity, enabling healthier
eating, and promoting a diverse and inclusive company and
marketplace. We look forward to sharing more information
on our plans during the year and will report on our progress
in the 2024 Annual Report.
Potential for Deliveroo action to have a big
impact on society or the environment
Importance to stakeholders
1
11
2
12
3
13
4
14
5
15
6
16
7
17
8
18
9
19
10
20
21
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35Annual Report 2023 deliveroo plc 35
Sustainability review continued
Deep dives
This year we have chosen to deep dive on two themes within
this sustainability review: reaching net zero and reducing
waste, and helping support our merchants to grow and be
more sustainable (with a focus on our restaurant partners).
We have chosen these areas as we have new targets and
investments within our environmental pillar and new research
on our impact with partners to share.
Deep dive net zero
Last year we set out our net zero target of 2035 for our
Scopes 1 and 2 emissions. This year we are setting a net
zero target of 2050 for our overall Scope 3 emissions and a
2040 target for net zero on delivery emissions which make
up c.37% of our overall Scope 3 footprint. Below we provide
more information about our Scope 3 baseline and our
transition plans to reach zero across all three scopes.
Scope 1:
Direct emissions from owned or controlled sources,
e.g. natural gas for heating
Scope 2:
Indirect emissions from the generation of purchased
energy, e.g. electricity
Scope 3:
All other indirect emissions that occur in the value chain,
e.g. rider deliveries
Scope 3 baseline and target
Our Scope 3 emissions are 132,064 tC0
2
e and we have set
an overall net zero target of 2050, with a commitment to
net zero on delivery emissions by 2040. As is common for
many businesses, our Scope 3 emissions are much larger
than our Scope 1 and 2 emissions; for Deliveroo roughly 10
times larger. This demonstrates the scale of the challenge
we have ahead for decarbonising up and down our value
chain. Our 2050 target is in line with the Paris Agreement.
It is achievable but still requires us to move at pace.
The date also reflects the size and coordination challenge
of our emissions reduction effort across all Scope 3
categories. We have also set an ambitious 2040 target for
delivery emissions. These represent the largest individual
percentage of our total Scope 3 emissions, and so we want
to make substantial progress here. The 2040 date reflects
that we have more levers to influence change than for other
areas (explored on page 37), and the wider transport sector
may move quicker than in other sectors within our Scope 3
emissions, particularly in our European markets.
Scope 3 emissions by category (total 132,064 tC0
2
e)
Purchased goods and
services (1)
Business travel (6)
Capital goods (2) Employee commuting (7)
Fuel- and energy-related
activities not included in
Scope 1 or Scope 2 (3)
Rider delivery emissions (9)
Upstream transportation and
distribution (4)
Use of sold products (11)
Waste generated in
operations (5)
End-of-life treatment of sold
products (12)
This covers all of our Scope 3 emissions, and we have only
shown categories where Deliveroo operations produce
emissions in line with the Greenhouse Gas (‘GHG’) protocol on
reporting.
As the chart shows, c.37% of our emissions are from our
rider fleet (category 9: rider delivery emissions include
travel to the restaurant and from restaurant to consumer),
with the rest largely dominated by purchased goods and
services (category 1). Other categories, such as business
travel or employee commuting contribute less to our
overall emissions but will remain difficult problems to solve.
This analysis shows where we can most make an impact
supporting decarbonisation of the rider fleet and reducing
emissions from our suppliers.
1. Decarbonising the rider fleet
Our target of reaching a net zero emission fleet by 2040
is ambitious but achievable.
Around the world, we mostly work with independent,
self-employed riders. They have freedom to determine the
vehicle they use for work, with many using that which they
already own for personal purposes. Because we do not
directly provide vehicles for these riders, we need to use
indirect means to drive the shift to decarbonise our fleet,
such as incentives and behavioural nudges.
What we have seen so far
We are already seeing strong take-up of electric vehicles
among riders, in particular, in cities. For example, almost
half of orders are completed on bikes or e-bikes in London.
In the coming months and years, we want to expand upon
this localised success, increasing both the proportion of
riders using electric vehicles and e-bikes, and the proportion
of deliveries completed by green vehicles.
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36 deliveroo plc Annual Report 2023
Reducing the cost of electric vehicles
for riders
We know from engagement with riders that they have
a clear interest in greener vehicles, and particularly e-bikes
or e-mopeds. These can enable riders to earn more and/
or reduce their fuel costs at the same time as benefiting
the environment. There are overlapping benefits between
achieving improved operational performance, better
consumer outcomes and higher rider earnings – at the same
time as reduced exhaust emissions for local communities
and reduced carbon emissions from our operations.
However, some clear barriers to take-up remain, including
the high upfront cost of switching to e-vehicles.
We have run a number of initiatives, including subsidies, to help
riders make the transition to greener vehicles and e-bikes.
In doing so we can gain a better understanding of how we can
best support riders. In particular, these initiatives are focused
on bringing down the upfront cost of an e-bike and removing
those initial barriers to making the switch.
We are also exploring more innovative ways of bringing down
the cost of electric vehicles for riders in the UK. For example,
we have launched a trial with e-moped provider, Admoto
for a subsidised rental price in return for displaying paid-for
advertising on the back of electronic rider boxes. We are
exploring a roll-out of the scheme to more UK cities outside
London in 2024.
Market initiatives
Discounted e-bike Discounted e-moped
Rental/Rent-to-own Sale Rental/Rent-to-own Sale
UK
France
Belgium
Italy
Next steps
We are clearly communicating to our riders the importance
and benefits of moving to a greener fleet. Over the course
of 2024 and beyond, we will:
• Investigate new electric vehicle trials in the Middle
East. Unlike the majority of our markets, we work with
outsourced agencies in the Middle East who directly
provide vehicles for riders to use. This gives us greater
leverage over the vehicles that riders use in the market.
We want to understand the operational implications
of transitioning to electric vehicles in these markets,
including how we can best leverage the growing electric
charging infrastructure to ensure greener vehicles do
not come at the expense of operational performance
and consumer outcomes.
• For our most densely populated zones in cities like
London, Paris and Milan, we aim to have specific vehicle
mix targets. These targets will take into consideration the
availability of vehicles in each market, and the suitability
of different vehicle types for the local road network
and topography.
2. Reducing emissions from
our suppliers
We purchase a wide variety of goods and services. The most
relevant in terms of emissions reduction include: emissions
associated with our marketing spend; emissions associated
with our software and IT spend; and spending on rider kit
(due to the intensity of textile manufacturing).
In 2023 we launched a new kit recycling programme,
and we plan to launch another in 2024. Not only does the
programme manage waste effectively, it also contributes
to the development of a circular economy. By recycling and
reusing rider kit such as bags and jackets we extend their
lifespan and reduce the demand for new production. This
significantly reduces the carbon footprint associated with
manufacturing new equipment, transportation, and the
disposal of old items. Over the course of 2024, we plan to
use learnings from these trials to understand and implement
programmes that can increase the proportion of riders’ kit
that is reused or recycled.
We anticipate that emissions across other areas will reduce
in line with wider market decarbonisation. However, we are
also engaging with key suppliers to understand their plans
to reduce their emissions ahead of that wider market effect
and understand where we can support our supply chain.
These are just two important examples of us taking action
to reduce our Scope 3 emissions but we also have a number
of other initiatives in place that will contribute to our net
zero future. For example, selling food that would otherwise
be wasted from our Hop sites and encouraging cycling to
reduce commuting emissions across the Company.
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37Annual Report 2023 deliveroo plc
Sustainability review continued
Deep dives continued
2. Reducing emissions from
our suppliers continued
Scope 1 and 2 transition
Last year we set out targets to reduce our Scopes 1 and
2 emissions and reach net zero by 2035, alongside an
interim target of a 15% reduction by 2025 (included as a
performance metric in the PSP for our Executive Team).
This target has been refreshed with a goal of a 20%
reduction by 2026 (also included as a performance metric
in the PSP for our Executive Team). This year we have
achieved a 2.6% reduction in our market-based emissions
compared to our FY2022 baseline. As our SECR report sets
out (page 39), this is driven by a combination of changes in
our consumption patterns and the greening of the energy
grids in some of most emissions-intensive markets. To build
on this positive start, our strategy to achieve net zero is
guided by where our emissions hot spots are and where we
can have the most impact. As the chart below shows, c. 80%
of our emissions come from our Editions kitchens, with the
rest coming from our office estate and Hop sites. This is
to be expected given the emissions intensity of cooking
processes and its associated gas usage.
Relative intensity of Editions/Office/Hop
Editions
Office
Hop
Relative market contributions to overall
emissions (location-based)
UK Singapore
UAE India
Hong Kong Italy
France Kuwait
Our plan to reach net zero by 2035 is underpinned by three
phases of activity.
1. Reduction in absolute emissions: To support our emissions
reduction work in kitchens, we have completed two audits
of our estate and identified several measures that are most
impactful for reducing our emissions. These measures
include improving the efficiency of our extractor fans,
recycling the heat from the cooking process to heat our
buildings and water, and reducing the refrigeration power
needed to keep food at the correct temperature. We are
beginning to implement these measures in 2024.
2. Procurement of renewable energy: We already procure
renewable electricity in the UK for our Editions and Hop
sites. We will investigate procurement of renewable
electricity in other markets with a particular focus on the
UAE and Hong Kong. Here the electricity grids are powered
by fewer renewable sources than in our other markets
so renewable electricity will have the greatest impact.
Renewable gas to power kitchen hobs and equipment
is a relatively less mature market. We will explore both
transitioning our kitchen equipment over to induction to
use renewable electricity and consider the possibilities of
using renewable gas as the market continues to develop.
3. Consideration of carbon removals and/or credits:
If any residual emissions remain we will consider active
carbon removals before considering offsetting and/or
credits.
Deep dive merchant support
We are proud of the positive impact we have on our
merchants. Last year we commissioned an independent
economics research firm, Capital Economics, to analyse
the impact Deliveroo had on our partners and the wider
economy. The highlights of that analysis are detailed below,
where we saw three broad themes.
First, we drive revenue growth for our partners. This comes
from both increased delivery sales and greater dine-in, as
consumers discover local restaurants on the app. In the UK,
over half of our restaurant partners who responded to our
survey reported an increase in dine-in revenues as a result
of increased exposure and reputation built through the
Deliveroo app.
Second, we support expansion with restaurants often
hiring new staff, reaching new customers, extending
opening hours or even opening new sites thanks to delivery
partnerships. In Italy, 52% of restaurants said the most
important benefit of partnering with Deliveroo was the ability
to reach new customers. In the UK 4% of our restaurants
responded that partnering with delivery platforms had
enabled them to open new sites, the equivalent of around
2,000 new restaurants.
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38 deliveroo plc Annual Report 2023
Third, we support productivity through digitisation of
businesses, a crucial part of improving their productivity.
In both Singapore and Hong Kong, around half of restaurants
had adopted new digital technology as a result of using
delivery services. Businesses have both gained confidence
in how to use digital technology and experienced the
efficiency benefits it can offer. As restaurants adopt delivery
technology they are more likely to embrace other forms
of digital technology in their business e.g, across HR or
financial management.
We will continue to look for ways to build on how we support
restaurants through cost-saving schemes or marketing
opportunities for growth.
Cost savings
• In the UK, against a backdrop of rising food price
inflation, we launched a partnership with Bestway
to provide our partners with access to cheaper
prices on their everyday essentials.
• With Olleco oil, we offer partners both cheaper
prices on fresh cooking oil and rebates on the
collection of used oil.
Tailored support
• Working with Enterprise Nation, we’ve rolled out
sustainability training to all UK partners, giving
expert advice on topics including cutting down
on food waste and managing sustainable supply
chains. We look forward to rolling out this training
in all markets in 2024.
• We have dedicated account management and
partner support services.
• We provide insights via ‘Deliver and Grow’, our new
insights report series for delivery businesses.
Marketing
• Tens of thousands of restaurants make use of
our Marketer Offers, which allow restaurants to
create promotions.
• Our new value programme highlights great value
partners through funded marketer offers, priority
in carousels and value tags.
• Our advertising platform gives restaurants the
opportunity to promote themselves on the Deliveroo
app, which drives an increase in new customers.
SECR disclosure
In line with the UK Government’s Streamlined Energy and
Carbon Reporting (‘SECR’) legislation, we have calculated
total operational energy and associated GHG emissions
across the Deliveroo plc global portfolio for the year
ended 31 December 2023. Our reporting scope includes
energy associated with activities undertaken by the Group
only. Energy and associated emissions reported include
electricity and natural gas utilised at operational sites
(Scopes 1 and 2) and relevant business travel (that falls in
Scope 3). This includes our Editions kitchens, Hop sites and
office estate. No other emission sources were identified
as applicable for the Group’s operations. As set out above,
reducing our own direct emissions while supporting
consumers and merchants to reduce their own emissions
is a key priority.
In 2023, 40% of our total SECR-relevant energy consumption
(from all scopes) was UK based. We consume significant
amounts of energy in the UK because, as a UK-
headquartered company, we have more staff and therefore
larger offices in the UK, as well as having a large share of
our Editions kitchens based in the UK. Our UK emissions have
increased. This is mainly driven by increased natural gas
usage. This could be driven by increased Editions kitchen
capacity and changes in how our partners use their gas in
those sites.
Our global SECR-relevant emissions were calculated at 12,745
(of which 12,727 are our global Scope 1 and 2 location-based
emissions). This compares to 2022 emissions of 13,160 on a
location basis. Our overall emissions in FY2023 have therefore
fallen by 3% compared to FY2022. Part of this reduction is
driven by market exits in Australia and the Netherlands meaning
we are operating in fewer markets. Aside from market exits,
emissions reductions in Hong Kong had the biggest effect.
Here, changes in our consumption pattern and a greening
of the respective energy grids drove the reduction.
Data we collected was analysed by our external consultants,
Sustainable Advantage, based on 79% verifiable data and
21% estimated data. Data was collected from statements
and invoices provided by utilities companies and landlords;
for some locations meter readings are taken and verified
by external providers. Amounts have had to be estimated
for locations where a service charge is paid rather than
metered invoices, where co-working spaces are used, or
where it was not possible to collect metered data.
Consistent with last year, estimated data was based on
CIBSE Guide F (2012) benchmarks against the total occupied
floorspace for each site or estimated using pro rata data
collection methods. Where we had partial data we utilised
the actual data we had, and applied an average for the
missing data for the rest of the year. The Group will continue
to engage with suppliers and landlords to obtain increased
data for its 2024 reporting. The table on page 40 sets out
data for the year ended 31 December 2023 in line with the
SECR framework, including our total global and UK operational
energy and carbon emissions required under the Companies
(Directors’ Report) and Limited Liability Partnerships (Energy
and Carbon Report) Regulations 2018.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
39Annual Report 2023 deliveroo plc
Sustainability review continued
Streamlined Energy and Carbon Reporting (‘SECR’)
As at December 2023 As at December 2022
Global UK and offshore area Global UK and offshore area
Scope 1 – tCO
2
e emissions 5,079 3,094 4,203 2,441
Scope 2 – tCO
2
e emissions
(location)
7,649 2,057 8,957 2,035
Scope 2 – tCO
2
e emissions
(market)
6,220 628 7,815 893
Scope 3 – grey fleet (MWh/tCO
2
e) 72.5/18 45.7/11
Total scope 1, 2 and 3 (location) 12,746 5,162 13,160 4,476
Total scope 1, 2 and 3 (market) 11,317 3,733 12,018 3,334
Scope 1 – natural gas 27,764MWh/5,079tCO
2
e 16,916MWh/3,094tCO
2
e 23,043MWh/4,203tCO
2
e 13,373MWh/2,441tCO
2
e
Scope 2 – electricity (location) 23,393MWh/7,649tCO
2
e 10,288MWh/2,057tCO
2
e 27,113MWh/8,957tCO
2
e 10,521MWh/2,035tCO
2
e
Scope 2 – electricity (market) 23,393MWh/6,220tCO
2
e 10,288MWh/628tCO
2
e 27,113MWh/7,815tCO
2
e 10,521MWh/893tCO
2
e
Scope 1 – MWh consumption 27,764 16,916 23,043MWh 13,373MWh
Scope 2 – MWh consumption 23,393 10,288 27,113MWh 10,521MWh
Total MWh consumption 51,230 27,250 50,156MWh 23,894MWh
Intensity ratio (location basis)
– tCO
2
e/100,000 orders
2.83 3.24 4.25 2.83
Intensity ratio (location basis)
– tCO
2
e/£m revenue
3.93 4.26 6.45 4.00
SECR disclosure continued
Methodology
• Our emissions have been calculated in line with the GHG
Protocol Corporate Accounting and Reporting Standard
(revised edition) and emissions factors have been taken
from International Energy Agency and DEFRA databases
(consistent with FY2022).
• The boundaries of our GHG inventory were defined using the
operational control approach, which covered all emissions
for which we were responsible during the period.
• Reporting scope includes energy associated with
activities undertaken by global entities directly owned
by Deliveroo plc only.
• Energy and associated emissions reported include electricity
and natural gas utilised at operational sites and relevant
business travel (e.g. use of hire cars or employee-owned
vehicles for business mileage).
• Where data was partially collected, pro rata calculation
methods were used. Where these were cost only, average
country electricity cost/kWh to back-calculate kWh
was used.
• Twenty-one percent (21%) of our data set is based on
estimated data. Estimates are calculated from previous
consumption and published CIBSE Guide F (2012) benchmarks
(as this was used to inform previous consumption estimates).
Energy efficiency measures in 2023
During the year we built business cases to identify our
most impactful energy-saving measures. This is in line with
the priorities we set out in 2022. These include fan speed
modulation, heat recovery systems and refrigeration
controls. We built these business cases on the basis of our
Energy Savings Opportunities Scheme audit, internal data,
and advice from Avison Young, our external consultants.
Over 2024 we will implement these measures and we have
a dedicated budget to support this implementation.
As we stated last year, we have continued with the roll-out
of sub-metering in our Editions kitchens and we will continue
to assess new opportunities over the course of 2024. We also
actively investigate the procurement of renewable energy
sources to meet our PSP targets which are detailed below:
• Last year, against a 2022 baseline, we set a target of a
15%-25% reduction in our market-based Scope 1 and 2
emissions (2025 target date).
• This year, against a 2022 baseline, we set a target of a
20%-30% reduction in our market-based Scope 1 and 2
emissions (2026 target dates).
These PSP targets are based on a baseline that excludes
certain markets so that market exit does not contribute to
emissions reduction. As such the SECR disclosure below may
not precisely track our PSP data.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
40 deliveroo plc Annual Report 202340
Responsible business conduct
In 2023 we refreshed our Code of Conduct – known as the
‘Roo Way’ – which reflects our commitment to conduct
business in accordance with our Company Values, to act with
integrity and to offer the best experience to our marketplace.
The principles outlined in the ‘Roo Way’ are reinforced
through mandatory training and regular communication,
ensuring that our colleagues are well-informed about the
expected standards and equipped to meet them. Through
our whistleblowing platform – known as ‘Speak Up’ – we
encourage colleagues to report breaches of the Code
or other policies to allow us to investigate and remediate
wrongdoing where necessary.
We have procedures in place to address risks associated
with working with third parties and in 2023 we reviewed
our Business Partner Code of Conduct, with a view to
circulating a refreshed document to our third parties in
2024. Our Business Partner Code of Conduct is embedded
within the Deliveroo procurement process, so suppliers are
required to acknowledge and factor in its requirements
before engaging with us.
Anti-bribery and corruption policies
We are committed to countering all forms of bribery and
corruption and work hard to prevent and mitigate risk in this
area. Our Anti-Bribery and Corruption Policy and accompanying
training sets out our zero tolerance approach and the conduct
we expect of all employees. As a rapidly growing company
we periodically update our anti-bribery risk assessment to
ensure it remains an effective tool for targeting our compliance
resources. The assessment helps us to monitor key risks and
implement additional controls, as well as maintain our anti-
bribery and corruption compliance programme on a risk-
targeted basis.
Modern slavery and human rights
We believe everyone has a right to safe and fair working
conditions, and to be treated fairly and with respect.
We recognise our responsibility to respect human rights,
which is embedded within our policies and initiatives, some
of which are described in our People section on page 42.
We are committed to the prevention of abuse, and work
proactively to prevent instances of forced labour, human
trafficking and child labour from occurring within our
business and our supply chain.
During 2023 we worked to strengthen the foundation we
put in place to tackle this issue, which included a refresh
of our Modern Slavery Policy and the employee training that
supports it as well as confirming that our business contracts
contain appropriate anti-slavery provisions. More information
can be found in our Modern Slavery Statement (available on
our website) which summarises the risks associated with our
business and supply chain as well as the activities we have
undertaken to identify and address potential impacts.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
41Annual Report 2023 deliveroo plc
People
Company Values
In 2023 we launched a refreshed set of Company Values
recognising the importance of having an organisational
culture driven by shared values and clear expectations
about how we do business. Our Executive Team led the
refresh and then took value concepts out to employees
for testing and refinement.
Our new Values were launched to the business in June 2023:
Live and breathe our marketplace
Play to win
Celebrate difference
Champion big and small innovations
Obsess about operational excellence
Be curious and intellectually honest
The People Team and business units have been working to
embed the values in organisational processes. This includes
integrating them into our hiring and onboarding processes,
and evaluating our people against them in our performance
review cycles.
Since launch, our employee engagement platform also
asks employees about the extent to which their day-to-
day experience reflects our Values. Initial reactions have
been positive, with employees appreciating a re-focused
and reduced set of Company Values. The People Team
will continue to share examples of the Values in practice,
and further guidance, in order to deepen understanding
and affinity. Going forward, our new Company Values set
a standard against which to test our strategies, decisions
and behaviours.
What it’s like to work at Deliveroo
At Deliveroo, we offer an exciting environment in which
to build a career. This is captured in our Employee Value
Proposition, and shared externally through our employer
brand and marketplace initiatives.
Our Employee Value Proposition
Our Employee Value Proposition comprises three pillars
describing the professional and personal value derived
from a career at Deliveroo:
Grow fast:
Our impact on employees
As a technology company at the cutting edge of a rapidly evolving
industry operating a three-sided marketplace business, employees
have the opportunity to solve unique, challenging and complex
problems in a dynamic and fast-paced culture with brilliant
people to work with and learn from. This unrivalled professional
growth opportunity is supported by our maturing learning and
development proposition, which includes skills training and
accelerated leadership development programmes.
Leave your mark:
Our employees’ impact on Deliveroo
Although we have grown quickly, there are large parts of our
business which are still in the early or build phases, and innovation
is a constant theme: whether that’s launching our new non-
food non-food retail business, or growing our businesses and
proposition in new, nascent markets. This means our employees
innovate and solve distinctive and challenging problems at
speed, and people in all roles and at all levels of Deliveroo have the
opportunity to make a tangible impact on the business.
Be part of something bigger:
Our impact on the world
Our employees are part of building a nascent industry, through
innovations like Deliveroo Hop and our expansion into retail, enabling
thousands of riders to work flexibly, and driving economic activity
for our partners. They’re also part of something bigger through
charity partnerships, such as partnering with the Trussell Trust to
bring food to those in poverty, or the ‘Friend of Dorothy’ initiative,
bringing together our partner network and DE&I commitment to
offer thousands of meals to homeless LGBTQ+ youth.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
42 deliveroo plc Annual Report 2023
Competing for talent
Hiring talent efficiently is critical to the competitiveness
of our business and key to achieving our strategic goals.
We have continued to invest in our engineering centre in
India to broaden our access to top ‘tech’ talent. Opened
in 2021, the centre is now home to more than 200 of our
technology employees.
Building our employer brand
In 2023 we sponsored some key talent events and
communities to enhance Deliveroo’s position as an employer
of choice for some of our hardest to reach talent, as well as
diversify our candidate pipelines. This included sponsoring
and contributing content and speakers to Women of Silicon
Roundabout, Black Tech Fest, and Karren Brady’s Women in
Business & Tech Expo in London. In 2024 we’ll be taking our
new employer brand concept, ‘Delivering Possibility’, to market
to showcase the exciting career growth opportunities that
are available at Deliveroo. We’ll continue our focus on targeted
talent marketing to reach the best talent and support our
work to increase diversity in our workforce and reflect
our communities.
Making a difference
We partner with a number of charities working with those
in need or at risk of food poverty across our markets, for
example the Red Cross in Italy and the Trussell Trust in the UK
where millions of meals have been provided since the start
of the partnership. Additionally, all employees receive a paid
day annually to volunteer with a charity of their choice.
Experiencing our marketplace
Our consumers, riders and merchants are at the heart of
everything we do, and we encourage our employees to
experience the three sides of the marketplace.
Our ‘We Are Deliveroo’ programme encourages them to
spend time as a rider making deliveries, visit our Hop and
Editions kitchen sites, join a fieldwork focus group with
our User Research and Insights team, complete live Care
team chats, and complete a shift at our bricks and mortar
restaurant, Pizza Paradiso, in North London.
Our approach to employee
engagement
Employee feedback
Our people are critical to our continued success, and so
providing them with the opportunity to give and receive
feedback about their experiences at Deliveroo is an essential
way to foster a positive culture and continue to improve
employee experiences here. A key channel that we use is our
employee engagement survey platform, which provides a
fully confidential and regular means for employees to share
their views. Through the survey platform, Peakon, we seek
feedback on a monthly basis, as well as at other key stages
of the employee journey (such as onboarding and exits).
Each month Peakon calculates an overall engagement score,
which measures employee sentiment over time across
four engagement areas: ‘belief (in product)’, ‘satisfaction
(in job)’, ‘loyalty (to Deliveroo)’ and ‘employee net promoter
score (‘eNPS’)’.
Seeking open and honest feedback regularly on a wide
range of issues impacting employee engagement allows
us to flag and address opportunity areas in real-time as
they arise. Managers receive live access to their team’s
results to understand both what is going well, and where
they can provide further support. Results, insights and
recommendations are shared quarterly with the Executive
Team, along with insights into any action taking place as
a result of employee feedback.
Our score has decreased from 7.8 in December 2022 to 7.4 in
December 2023. The primary driver is that in February 2023,
we announced a Company-wide redundancy programme
that impacted engagement across all areas of our business.
In the UK, a material percentage of our workforce was placed
at risk as we underwent collective consultation about the
redundancies between February and April 2023.
Throughout 2023 we launched a range of Company-wide
initiatives in response to employee survey feedback, and to
improve engagement following the redundancy programme.
Examples included the launch of our new Company Values
on page 42 plus ‘version 2’ of manager training, expansion
of the ‘Accelerate’ leadership programme for women to
include more junior grades, and completion of the first two
cohorts of our Accelerated Leadership Programme for high
potential talent. We will continue to take action to support
our long-term focus areas, as well as prioritising regular and
effective communication with employees about our strategy
and goals.
POSSIBILITY
We’re delivering
Where will you take it?
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
43Annual Report 2023 deliveroo plc
People continued
Our approach to employee
engagement continued
Developing our people
We are committed to offering extensive development for our
people, both to help them progress in their careers and ensure
we are continually strengthening our base of talent. During
2023 we launched additional global programmes – advanced
training for all people managers (building on the success
of foundational manager training launched in 2022), as well
as our new Company-wide mentoring platform, external
one-to-one coaching for Senior Managers and above, and
in-person training on communications and presence. The first
two cohorts of our new Accelerated Leadership Programme
for top talent completed in 2023, and we also kicked off the
third cohort in December. Following the success of the 2022
Accelerate for women programme to help develop future
female leaders, a version of the programme targeting more
junior grades was launched in 2023. We continue to provide
all employees with access to on-demand digital learning
resources curated from leading content providers.
Supporting our people
Flexibility and wellbeing
We continue to focus on the health and wellbeing of our
employees, ensuring they are supported and have access
to the tools they need to create a healthy work-life balance.
We provide emotional wellbeing support via our Employee
Assistance Programme and the Headspace app, enabling
employees and their family members access to free
structured counselling sessions and mindfulness content.
All employees have access to a form of gym benefit, whether
that be a network of classes and gyms in their local area,
or facilities onsite. In the UK we also enhanced our healthcare
coverage to provide a minimum level of fully paid cover to
all employees.
Our employees continue to create momentum around
wellness, coming up with innovative ways to inspire
colleagues to prioritise their wellbeing, whatever that
means for them. Our global wellness events in 2023, included
months dedicated to nutrition, movement and mental health.
Teams heard from experts on gut health and shared recipes
in a global recipe exchange. Employees also held movement
challenges, yoga and pilates classes, and launched Deliveroo’s
first run club, the Roo Running Club.
Our UK-based employees had the option to work both in
the office and fully remotely in 2023. As we transition to
returning to the office in the UK on a more regular basis
in 2024, we look forward to the significant benefits that
in-person office work can provide to both employees and
the business. For example; more effective collaboration
within and between teams, better on-the-job learning for
junior employees, better onboarding for new employees
and a stronger sense of Deliveroo culture. Recognising that
there are also benefits to working remotely, employees will
continue to have the opportunity to work from home for two
days a week. To help manage the impact of this transition
on the minority of employees that are not able to work from
the office, we offer remote contracts by exception, and we
consider flexible working arrangements across all markets
in line with statutory regulations.
Flexibility is something we know is important to our
employees, especially those with caring responsibilities,
which is why we were proud to announce the creation of
the Family and Carers ERG. This new ERG will provide support,
resources and community to those employees who face the
challenges of balancing their professional commitments
with caregiving responsibilities.
Diversity, equity and inclusion
and how we celebrate
difference at Deliveroo
During 2023 Deliveroo’s Diversity, Equity and Inclusion (‘DE&I’)
team continued to celebrate difference in all its forms,
driving a sense of urgency within our business around how
to better support the communities we serve. Stronger focus
and access to more data resulted in tangible impact across
representation and retention for underrepresented talent.
For the first time, Deliveroo featured in The Financial
Times 2024 Leaders in Diversity list, ranking 122 out of 850
companies. Our ERGs were also recognised globally for their
dedication to inclusion, securing mentions at the European
Diversity Awards and Diva Awards.
Scaling commitments and sharing in the
responsibility of equity
Continuing the foundations and commitments set in 2022,
the DE&I team, in partnership with teams across our business,
launched over 60 initiatives. Over the course of 2023, these
programmes underscored a Company-wide commitment
to accountability and investment in embedding DE&I into
everything we do.
Leadership accountability
In 2022, our Executive Team engaged in a series of strategic
workshops of over 100 hours focused on learning and
implementation of DE&I thinking in decision making and
planning. During 2023 we expanded that learning into deeper
accountability, with three extensive work sessions mapped
to our key community impact areas of gender equity, racial
equity, and LGBTQ+ inclusion. Objectives included increasing
Executive Team confidence and investment in practising DE&I,
involving them directly in DE&I outcomes, and equipping them
to better understand the lived experience of employees from
underrepresented groups.
Additionally, we launched an executive level reciprocal
mentoring programme where the traditional mentor and
mentee roles are flipped – employees from underrepresented
groups mentor, leaders listen. The six-month programme
included discussions ranging from topics like navigating
microaggressions in the workplace to what it is like working
in tech as part of Generation Z.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
44 deliveroo plc Annual Report 2023
Targeted equity and inclusion
interventions
We have continued to focus on improving inclusivity for our
employees within their local communities.
• Based on our research and analysis, we expanded our
remit of diversity to include ethnicity, sexual orientation
and disability, developing new multi-year plans to deliver
positive impact for some of our most underrepresented
employees in 2024.
• Our impact plan for gender equity also evolved. At the
end of 2023, 79% of the new actions introduced in our
gender equity plan were either completed or in progress,
covering areas like inclusive recruitment, development
of women in middle management, and more. This has
resulted in an increase in the number of women in more
senior roles (specifically those at Level 7 and above) from
26% to 29% in tech and 46% to 47% in business roles. New
employer branding campaigns aimed at women and other
recruitment interventions have resulted in an increase in
the percentage of women hired in tech roles, from 23%
to 30%. Voluntary attrition rates for women in Level 7 and
above roles also improved by 5 ppts in 2023 (from 12% in
2022, to 7% in 2023).
• We refreshed or introduced multiple policies and
guidance, including: a revamp of our Code of Conduct
and Generative AI policies, and guidance around LGBTQ+
inclusion in the workplace; employee wellbeing; honouring
Ramadan; inclusive communications and events; and how
to navigate global crises.
• We continued to embed DE&I across the employee
experience, including the Company Values refresh,
performance review processes, and global
interview process.
Inclusive learning journeys
In 2023, we launched our first-ever global inclusive learning
journeys programme, with 40% of senior leadership completing
the first workshop before the end of the year. Facilitated by
experts in the science of inclusion, this programme is focused
on increasing our employees’ ability to consider and apply
DE&I principles in decision making. So far we have introduced
a library of over 70 resources to help supplement learning.
Gender diversity (as at 31 December 2023)
Gender split of
Directors (of plc)
As at 31 December 2023
Gender split of Senior Managers
(excluding CEO and CFO)
As at 31 December 2023
Gender split of all employees
of the Group (excluding
Directors of plc)
As at 31 December 2023
Women – 50% Men – 50% Women – 41% Men – 59% Women – 40% Men – 60%
Gender split of
Directors (of plc)
As at 31 December 2022
(prior year)
Gender split of Senior Managers
(excluding CEO and CFO)
As at 31 December 2022 (prior year)
Gender split of all employees
of the Group (excluding
Directors of plc)
As at 31 December 2022 (prior year)
Women – 43% Men – 57% Women – 39% Men – 61% Women – 40% Men – 60%
Directors
(of plc)
8
Senior
Managers
109
Senior
Managers
126
Directors
(of plc)
7
Employees
3,630
Employees
4,046
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
45Annual Report 2023 deliveroo plc
Diversity, equity and inclusion
and how we celebrate difference
at Deliveroo continued
Increasing our understanding of diversity
Our global voluntary self-ID programme makes it easier for
employees to share their demographic data. Painting a
picture of our diversity across race, ethnicity, gender identity
and sexual orientation helps us identify new areas to embed
inclusion and refine how we design for equity. While some
markets have restrictions on what data can be shared, certain
markets will be able to voluntarily report in 2024. See the
Nomination Committee report on page 92 for the diversity
data compiled to meet FCA listing rules.
Employee Resource Groups
Together with our ERGs, we brought to life dozens of
opportunities for employees to learn, experience, and
honour the unique cultures that make up Deliveroo. During
2023 the total number of ERGs increased from five to seven,
with the launch of ERGs for our family, carer, and disability
communities in addition to Women in Tech, Gender Equity,
Racial Equity, LGBTQ+ (Deloveroo) and Wellbeing. Membership
in the ERGs also grew from 22% in Q2 to 25% globally by
31 December 2023. These groups are a testament to our
value of celebrating difference and in 2023 they organised
a record number of events in relation to cultural moments
like Pride, Black History Month, Diwali and Hanukkah. Beyond
empowering new ERGs, our investments included:
• celebrating our most ambitious Pride ever, in which we
funded thousands of free meals in restaurants across
the UK for LGBTQ+ people experiencing homelessness and
raising over £50,000 to help put an end to LGBTQ+ bullying
in schools across the UK;
• providing opportunities for ERG-led development such
as conference attendance and access to resources via
Grocery Aid and other partners;
• enabling ERGs to play a more active role in shaping
Company policies around employee safety and wellbeing;
• sponsoring Black Tech Fest for the second year in a row,
the largest gathering of Black tech talent in Europe; and
• promoting and celebrating the external impact of our
ERGs. For example, continuing a mentorship programme
for Black youth together with BelEve, being awarded
“Highly Commended” in the Outstanding LGBTQIA Network
of the Year at the European Diversity Awards, sponsoring
the Diversity Champion award at the LSEG Diva Awards, and
being shortlisted for the New LGBTQIA Network award at
the Rainbow Honours Awards.
Looking ahead
Some of our specific areas of focus in 2024 will include:
sustaining the progress made so far on DE&I; establishing
a more intersectional approach to our work by considering
more identities beyond gender; and enabling the business
to consider DE&I earlier on in decision making that impacts
employees and the marketplace.
Gender pay gap stats:
Roofoods Ltd (2022/23 report)
Mean gender
pay gap
17.2%
Mean bonus gap
29.9%
Median gender
pay gap
24.3%
Median bonus gap
20.6%
Gender pay gap stats:
All Deliveroo UK (2022/23 report)
Mean gender
pay gap
13.9%
Mean bonus gap
29.6%
Median gender
pay gap
21.2%
Median bonus gap
20.7%
The gender pay gap data presented above
is for the entity of Roofoods Ltd, our main UK
operating entity and our UK employee population,
incorporating 92% of our employee population as
of the date of the report.
The gender pay gap data presented above is the
data for all UK employees, which includes both
entities: Roofoods Ltd and Deliveroo Hop Ltd.
For more information please see our Gender Pay
Gap report on our Company website at:
https://corporate.deliveroo.co.uk/gender-pay-gap/.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
46 deliveroo plc Annual Report 2023
Operating and strategic review
1
1. Key developments in 2023
Growth and operating environment
GTV and revenue grew 3% year-on-year (3% and 2%,
respectively, in constant currency), a resilient performance
in the context of the macroeconomic backdrop. Throughout
the first half of the year, across many of our markets food
price inflation was consistently high, outpacing wage
inflation. The associated cost of living crisis put significant
pressure on consumer confidence and spending power.
During the second half of the year, food price inflation
began to ease and the gap between food price inflation
and wage inflation started to narrow. GTV growth improved
from 1% in H1 to 5% in H2, both in constant currency. The UKI
performed well, with GTV growing 7% in constant currency,
in line with overall market growth. International lagged the
UKI, with GTV contracting (3)% in constant currency. However,
trends improved steadily through the year and International
returned to growth in Q4, with notable strength in Italy and
UAE, alongside improvements across most other markets.
In 2023, GTV grew in both our two primary verticals of
restaurant and grocery delivery. In the five years since we
pioneered on-demand grocery, the business has scaled
significantly and in H2 2023 it represented 13% of total
GTV (H1 2023: 11%) and reached an annual run-rate GTV
of £1 billion in Q4. This strong growth despite the difficult
consumer spending environment gives us confidence in
the strength of demand for the convenience of on-demand
grocery and the growth runway ahead.
Overall, while we see some signs of stabilisation in customer
behaviour, we continue to face a fragile consumer spending
environment. In this context, we are particularly pleased
with the progress we have made on a number of customer
‘trust-building’ metrics within our consumer value proposition
(‘CVP’), including service and price/value. The strong execution
we have demonstrated in the year underpins our confidence
in delivering the growth opportunity ahead, which we outlined
at our Capital Markets Event in November. We have multiple
growth levers within our control to unlock future demand and
are on-track with our development of these levers.
Consumer value proposition
The on-demand delivery industry is still early in its maturity
and there remains ample room for growth. We firmly believe
that the biggest factor to unlock future growth for Deliveroo
and our merchants is building consumer trust, through
a combination of price integrity and a flawless delivery
experience. Achieving this relies on getting the basics right:
building the best consumer value proposition by continually
improving factors such as consumer experience, selection
and price/value. We made good progress on all of these CVP
pillars in 2023.
1. In this section, all growth rates are year-on-year and in reported currency unless otherwise stated, and all figures exclude results from Australia and the
Netherlands, where operations ended on 16 November 2022 and 30 November 2022 respectively, and Spain, where operations ended on 29 November 2021 (all
three markets are treated as discontinued operations). The following commentary includes discussion of statutory measures such as revenue and operating
loss, as well as alternative performance measures (‘APMs’) such as gross transaction value (‘GTV’), gross profit margin (as % of GTV) and adjusted EBITDA, as
the business also uses these metrics to monitor and assess performance. A full list of APMs and their definitions can be found on page 187. More detailed
discussion of statutory results is contained in the Financial Review beginning on page 51.
* Alternative performance measure (‘APM’), refer to glossary on page 187 for further details.
Consumer experience
As an on-demand three-sided marketplace we aim to deliver
a seamless consumer delivery experience on each occasion.
While the overwhelming majority of orders go smoothly, a
small percentage of orders go wrong, which can negatively
impact on consumer trust. Working with restaurants and
riders, we have been able to substantially reduce poor
service outcomes such as missing items and late orders. The
biggest improvement came in what we call ‘OMDNR’ (Orders
Marked as Delivered, but Not Received), where the consumer
does not receive their food at all. We have reduced this by
c.65% in 2023, generating annualised savings of over £20
million from reduced compensation costs. We also saw an
improvement in our net promoter score in the year.
During 2023, we launched a ‘premium’ delivery option in UKI,
France and Italy, allowing consumers to pay a small fee to
guarantee that the consumer’s order is brought directly to
them, ahead of any other order; if a premium delivery arrives
after the estimated delivery time, the fee is fully refunded.
We developed this feature in response to explicit consumer
demand, and we have been pleased by the take up.
In the majority of our markets we now offer consumers
the opportunity to ‘top up’ their restaurant order with the
addition of a grocery order through the order tracking page.
This is driving new users to the grocery category: almost a
quarter of consumers who ordered through this feature in
2023 were new to grocery. We have also improved the in-app
experience for grocery, making consumer discovery more
personalised, with features like ‘Your Regulars’ and ‘Top Picks’
based on previous buying behaviour, which aid basket-
building as we expand into mid-sized baskets (£30-£60).
Selection
We have continued to enhance the selection available to
consumers, adding more merchant supply to the platform
and taking the total number of restaurant, grocery and retail
partners to around 183,000 (end of 2022: ~176,000). However,
we have always recognised that consumers care about
their hyperlocal selection, rather than the total number of
restaurants available on our platform. Over the last year we
dramatically increased the selection that consumers see
in the app by expanding delivery radii in certain zones to
give them access to more restaurants and provide greater
choice. We also significantly expanded the range of products
available within our grocery offering, with selected partners
now offering up to 10,000 SKUs. This is a key enabler to our
mid-sized basket expansion, along with the improved in-app
experience mentioned above. We have seen positive results
in 2023 with mid-sized basket orders growing at over five
times the rate of other grocery orders and now representing
approximately a fifth of total grocery orders.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
47Annual Report 2023 deliveroo plc
1. Key developments in 2023
continued
Consumer value proposition continued
Price/value
Price integrity is critical to building consumer trust and
price/value is a key component of the CVP, particularly when
the cost of living crisis is impacting consumers’ spending
power. While we do not set menu prices, we are actively
promoting value in the app. Examples include highlighting
where restaurant and grocers are matching prices to
their dine-in or in-store prices, as well as using targeted
promotions to provide value, for example our ‘£7 off 7’ orders
promotion and ‘summer saver’ campaigns, alongside buy-
one-get-one-free offers with participating restaurants. As
we focused on price integrity we have been encouraged
to see an increase in consumers who believe that Deliveroo
offers good value for money.
Value programme and commercial
architecture
In addition to the direct CVP levers mentioned above, we
developed indirect tools to incentivise our merchants to
provide fair prices in combination with great service. We do
this through two programmes working in parallel:
1) Our Value Programme rates the value for money provided
by partners based on price integrity (the mark-up vs
dine-in prices), quality (using consumer ratings) and
service (focusing on availability, speed and low order
defect rates). Restaurants scoring well on these three
factors are featured in our ‘Deliveroo’s Choice’ carousel
in the app, increasing their traffic and visibility, and
allowing them to participate in specific offers.
2) Our new commercial architecture means larger
merchants can unlock lower commissions linked to
performance on trust-building metrics, such as smaller
mark-ups and better operational performance. This
creates wins for consumers (better prices and fewer
poor order outcomes), for riders (lower wait times
at restaurants), for merchants themselves (better
consumer retention), and for Deliveroo (more trust in
the platform).
We have been encouraged by how partners have embraced
this approach. Some major partners have invested in new
managerial roles to oversee delivery operations and have
enhanced their in-house technology solutions, and service
improvements have included reduced rider wait time at
restaurants and improved opening hours. Overall, we are
pleased by the response from partners and consumers,
and remain confident that this trust-building approach is
the right one for consumers, riders, merchants and Deliveroo.
Launch of retail proposition
While food remains at the heart of what we do, it is clear
from app search term data and purchases from our existing
grocery partners that consumers want us to deliver more
than just food. Therefore, in November 2023 we launched our
new retail “shopping” proposition, starting in the UK and UAE.
In time, our ambition is to bring the neighbourhood to
consumers’ doors, unlocking on-demand delivery from
retailers such as local florists, DIY stores and pharmacies, in
addition to the existing restaurants and grocers available on
the platform. With a total addressable market of £700 billion
in markets where Deliveroo operates, retail represents a very
large potential opportunity. Our target is to create a business
in the region of £700 million GTV by 2028.
We are still at the beginning of our retail journey, but we have
been pleased by the early progress with merchants and
the response from consumers. We have been ramping up
selection across key target categories including flowers,
gifting, health and beauty, petcare, home- and kitchenware,
baby and DIY. We already partner with national chains such
as Boots and Screwfix in the UK and Early Learning Centre,
Tavola and Geekay in the UAE, as well as a rapidly growing
number of local independent stores. Alongside these ‘pure-
play’ non-food retailers, we have worked with our grocery
partners to expand their non-food selection. Within the
app, we have continued to evolve our shopping experience,
developing new item-first search and browsing capabilities,
leveraging machine learning to provide a curated selection to
a consumer, as well as introducing a new give-a-gift feature.
Significant improvements in profitability
and free cash flow*
We continued to make progress towards reaching our target
of a 4%+ adjusted EBITDA margin (as % of GTV) by 2026.
Adjusted EBITDA increased to £85.4 million in 2023, compared
to £(45.0) million in 2022. Adjusted EBITDA margin (as % of GTV)
reached 1.2% in 2023, an improvement of 190 bps versus
2022. This was driven by 90 bps of gross profit margin (as %
of GTV)* expansion and 100 bps of reduction in marketing
and overheads as % of GTV*.
During the year we continued to benefit from the annualisation
of the measures we took in 2022 to optimise consumer fees
and the increasing contribution of advertising revenue. In
addition, we improved gross profit margin through efficiencies
in the delivery network that helped to limit the inflationary
impact on cost of sales per order. We did this through reducing
the amount of time riders spend waiting at restaurants for
an order to be ready, as well as by lowering our spend on
customer compensation by substantially reducing the rate
of orders that are not received by customers (‘OMDNR’). We
also further developed our stacking capabilities by launching
multi pick-up stacking, where a rider can pick up orders from
multiple merchants and deliver them to multiple consumers.
Our advertising business is an important driver of
profitability, and it reached an annualised revenue run-rate
in Q4 2023 of £77 million (Q4 2022: £40 million) or 1.0% of GTV
(Q4 2022: 0.6% of GTV). The majority of this revenue currently
comes from our sponsored positioning and search results
product for restaurants and grocers, which continue to
Grocery GTV reached
£1bn
annual run-rate in Q4 2023
~183,000
restaurant, grocery and
retail partners
Operating and strategic review continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
48 deliveroo plc Annual Report 2023
drive strong ROAS for partners. Our focus remains on taking a
consumer-first approach, wanting to strike the right balance
between helping merchants drive incremental demand while
always prioritising the consumer experience.
Marketing and overheads* decreased to £641.0 million in
2023 compared to £688.2 million in 2022. The year-on-year
reduction was in large part due to more targeted marketing
investments, as well as overhead cost efficiencies, driven by
benefits from headcount reduction measures actioned in
the first half of the year.
Free cash flow improved to £(38.4) million – excluding
£31.7 million of interest income but including exceptional
cash costs of £20.2 million. This compares to £(243.1) million
in 2022, with the significant improvement a result of our
substantial progress in profitability as well as good investment
discipline (£36.7 million lower capital expenditure and capital
development costs) and lower cash exceptional costs.
Operational and strategic progress in
2023 underpins our confidence in medium-
term targets
At our 2023 Capital Markets Event (CME) we set out our
strategic priorities and financial targets: to deliver mid-teens
percentage GTV growth per annum (in constant currency)
in the medium term and to reach an adjusted EBITDA margin
of 4%+ by 2026. Our industry is at an early stage of maturity,
and we see multiple opportunities ahead of us to drive strong
growth in GTV and revenue, and to generate strong and
sustainable profit and free cash flow per share. On the growth
side, these opportunities include further CVP levers (selection,
price integrity, Deliveroo Plus and delivery experience) and
new verticals and use cases (retail and mid-sized grocery
baskets). On profitability and cash flow, we see opportunities in
reducing rider wait time and smarter order stacking, increased
marketing efficiency/targeting, and opportunities to improve
operating leverage as we scale, helped by improved tooling and
automation. We have made good progress on all these levers
in 2023 – as detailed in the sections above – and with multiple
further opportunities ahead, we are confident in our ability to
deliver our medium-term targets.
Capital position and shareholder returns
Our IPO in March 2021 raised primary proceeds to meet
the anticipated investment needs of the Group at that time.
Since then, the competitive environment evolved, in part
driven by the shift in financial market conditions. In addition,
we reached adjusted EBITDA profitability ahead of plan, and
have made good progress towards our goal of generating
sustainable positive free cash flow. Together, these factors
prompted the Board to re-evaluate the cash requirements
of the Group during 2023.
The Board undertook a review of the Group’s capital
structure, growth opportunities and required cash balances,
and concluded that the Group had structurally surplus
cash of £250 million. After consultation with shareholders
it was determined that the most appropriate mechanism
for the return of capital was by way of a tender offer.
The tender offer was completed in full in October 2023, with
the purchase of 192.3 million A ordinary shares at a price
of 130p for a total cost of £253 million (including fees). The
purchased shares were subsequently cancelled.
This was in addition to the £50 million on-market share
purchase programme announced in March 2023 that
completed in December 2023, with the purchase of
44.7 million A ordinary shares, which were subsequently
cancelled. This brought the total return of capital announced
and completed in the year to £300 million, broadly a third of
the Group’s net cash at the start of 2023.
Net cash was £679 million at the year end; we will continue
to regularly review our capital position as we make further
progress on profitability and cash generation and as
the competitive, consumer and regulatory backdrop
becomes clearer.
During 2022 and 2023, Deliveroo’s Employee Benefit Trust
(‘EBT’) purchased 83.3 million shares to be used to satisfy
employee share-based compensation awards. At the end
of 2023, the EBT held 56.9 million shares. In 2024 and beyond,
we intend to satisfy the exercise of all employee share-
based compensation awards using shares held currently
or purchased in the future by the EBT, thereby offsetting
any potential dilution to shareholders from the exercise of
employee share-based compensation awards.
2. The three sides of the
marketplace
Since 2013, we have pioneered on-demand food delivery via
a hyperlocal three-sided online marketplace, connecting
local consumers, riders, and merchants. In 2023, we
extended our delivery network and online marketplace to
include retail, broadening our mission to transform the way
people shop, as well as the way people eat, through on-
demand delivery. For consumers, Deliveroo unlocks broad
choice and fast delivery times, working with merchants
who often have never offered an online presence and
on-demand deliveries before. For merchants, we not only
provide logistics, but, more importantly, an incremental
demand generation channel, including access to millions
of new consumers, as well as online tools to grow their
business effectively. For riders, we offer highly flexible work
which they can rely on for attractive earnings, alongside
security and benefits. In 2023, we made further progress in
developing all three sides of the marketplace.
Consumers
Deliveroo’s monthly active consumers (‘MACs’) averaged
7.1 million across 2023, compared to 7.4 million in 2022. Over
the last year, MACs have declined modestly, coinciding with
inflationary pressures on consumers. The year-on-year
decline stabilised through the year, with H1 2023 MACs down
5% and H2 2023 MACs down 2%, exiting 2023 at a high for the
year of 7.3 million MACs, reflecting early signs of stabilisation
in consumer behaviour. Average order frequency (AOF)
remains stable at 3.4 times per month.
* Alternative performance measure (‘APM’), refer to glossary on page 187 for
further details.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
49Annual Report 2023 deliveroo plc
Operating and strategic review continued
Merchants
Restaurant selection is an important part of our consumer
value proposition. Growth in restaurant selection increases
availability and choice to consumers on a neighbourhood-
by-neighbourhood basis. Our global partner restaurant
sites increased to approximately 163,000 at the end of 2023,
compared to around 158,000 at the end of 2022. We also
expanded delivery radii in certain zones to improve selection
for consumers and to allow restaurants and grocers to
reach more consumers.
Globally, we now have around 20,000 grocery sites live with
major partners and smaller independent merchants, up
from approximately 18,000 at the end of 2022. Alongside
this ‘store pick’ model, we continued to roll out Hop, our
delivery-only grocery stores. Deliveroo-operated Hop stores
and partner-operated Hop-as-a-Service sites are live in the
UKI and International segments, with partners including
Morrisons, Waitrose, Asda, Carrefour, Esselunga, Choithrams
and ParknShop.
In November 2023, we announced our expansion into retail
through the launch of our ‘shopping’ proposition. One of our
focus areas for 2024 is to scale this business by rolling out a
strong retail CVP in other markets, which will involve adding
more great selection to the platform, including both larger
retailers and smaller independents.
Riders
Riders are a vital part of Deliveroo’s three-sided marketplace
and we work with around 135,000 riders globally. Riders value
the flexible work we offer, enabling them to set their own
work patterns, to select which orders to accept or reject
and to work with multiple companies simultaneously. This
is reflected in high satisfaction ratings, with 83% of riders
globally saying they are satisfied or very satisfied working
with Deliveroo in Q4 2023 (Q4 2022: 83%). We continue to see
strong rider application pipelines and rider retention rates.
However, we have actively managed our rider fleet size by
onboarding fewer new riders in the period to reflect the
impact of macroeconomic conditions on order volumes and
maintain an efficient rider network.
The independent contractor status of riders remains under
scrutiny in certain markets, with the following updates on
material matters in 2023.
• In the UK, Deliveroo has had multiple court decisions that
validate Deliveroo’s rider model as one of self-employment.
In November 2023, Deliveroo’s UK rider model was upheld
as self-employment by the Supreme Court, the highest
court in the country, meaning UK law has conclusively
demonstrated that riders are self-employed.
• We expect the European Institutions to reach final
agreement over the Platform Work Directive shortly. Within
the current draft, the tests to determine the status of
platform workers will still be set at Member State level.
Critically, proposals provided to date include welcome
clarity that, in the event that classification is challenged,
national employment law would continue to determine
final employment status decisions.
• In France, an investigation into our rider model has
concluded. While a negative judgement was reached
over a historical model, authorities found that the
Company’s current model is self-employment. Separately,
Deliveroo has worked constructively with trade unions
as part of social dialogue to introduce new measures to
support riders.
• In Italy, Deliveroo riders are considered to be ‘freelance’
self-employed. In October 2023, the Court of Milan
concluded that riders working under a historical operating
model should be considered as having an alternative form
of self-employment that brings additional obligations for
platforms. Deliveroo believes that this judgement is flawed
and is appealing.
• In Belgium, in December 2023 the Brussels Labour Court
overturned a 2021 judgement that found Deliveroo riders
to be self-employed. The judgement relates to a historical
period. Deliveroo considers this latest judgement to be
flawed and will apply to appeal.
At any given time, Deliveroo will be involved in regulatory
investigations, audits, claims, court cases and appeals, as
well as individual and collective legal claims in any market.
We recognise provisions or contingent liabilities for such
proceedings as appropriate. These represent management’s
best estimate of potential economic outflows based on the
status of proceedings at the time of approval of the financial
statements, and are based on current and/or anticipated
claims, even where the amounts claimed are disputed.
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
MACs and AOF 2022 2022 2022 2022 2023 2023 2023 2023
UK & Ireland (m) 4.1 4.0 3.9 4.1 4.0 4.0 3.9 4.0
International (m) 3.5 3.4 3.1 3.3 3.1 3.1 3.0 3.3
Group average MACs (m) 7.6 7.4 7.0 7.4 7.1 7.1 6.9 7.3
Year-on-year growth in MACs 15% 5% 4% (1)% (7)% (4)% (2)% (2)%
Average order frequency (monthly) 3.4 3.4 3.3 3.4 3.4 3.4 3.4 3.4
Monthly active consumers (‘MACs’) is the number of individual consumer accounts that have placed an order on our platform in a given month; average MACs for
a quarter is the average of MACs for the three months of that quarter.
Average order frequency (monthly) is the average number of orders placed by active consumers in a month.
2. The three sides of the marketplace continued
Consumers continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
50 deliveroo plc Annual Report 2023
Revenue
£2bn
+3% YoY
Gross profit
£726m
+13% YoY
Adjusted EBITDA
£85m
+130m YoY
Financial review
2
£ million unless stated 2023 2022 Change
Orders
290.2 299.2 (3)%
GTV per order (£)*
24.3 22.9 6%
GTV*
7,062.0 6,848.1 3%
Revenue
2,030.0 1,974.7 3%
Revenue take rate (as % of GTV)*
28.7% 28.8% (10) bps
Gross profit
726.4 643.2 13%
Gross profit margin (as % of GTV)*
10.3% 9.4% 90 bps
Marketing and overheads*
(641.0) (688.2) 7%
Marketing and overheads as % of GTV* (9.1)% (10.0)% 100 bps
Adjusted EBITDA*
85.4 (45.0) n.m.
Adjusted EBITDA margin (as % of GTV)*
1.2% (0.7)% 190 bps
Loss for the period^
(31.8) (294.1) (89)%
Free cash flow*^
(38.4) (243.1) (84)%
Net cash*^ 678.8 999.6 (32)%
2. In this section, all growth rates are year-on-year and in reported currency unless otherwise stated, and all figures exclude results from Australia and the
Netherlands, where operations ended on 16 November 2022 and 30 November 2022, respectively, and Spain, where operations ended on 29 November 2021
(all three markets are treated as discontinued operations).
* Alternative performance measure (‘APM’), refer to glossary on page 187 for further details
^ Continuing and discontinued operations
Change in constant currency was 3% for GTV, 6% for GTV per order and 2% for revenue.
To supplement performance assessment, Deliveroo uses alternative performance measures (‘APMs’), which are not defined under IFRS. The Board reviews gross
transaction value (‘GTV’) and adjusted EBITDA, as well as other APMs shown below, alongside IFRS measures.
Scilla Grimble
Chief Financial Officer
“ We’ve had a good year financially, with significant progress on profitability
and cash flow. GTV growth was also resilient given macroeconomic conditions.”
Scilla Grimble
Chief Financial Officer
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
51Annual Report 2023 deliveroo plc
1. Group operating performance
and income statement
→ See more on page 143
Gross transaction value
GTV grew 3% to £7,062.0 million, as GTV per order* growth
offset a decline in orders. GTV per order grew 6%, due to
item-level price inflation and the annualised impact of
consumer fee optimisation in 2022. The impact of food price
inflation moderated through the year, with year-on-year
growth in GTV per order moderating from 8% in Q1 to 6% in
Q2, 5% in Q3 and 4% in Q4, all in constant currency. Orders
decreased by 3% year-on-year to 290.2 million in 2023,
reflecting the more challenging consumer environment.
However, the trend improved through the year, with year-on-
year growth of (9)% in Q1, (3)% in Q2, (1)% in Q3 and flat in Q4.
Revenue
Revenue grew 3% year-on-year (2% in constant currency)
to £2,030.0 million primarily due to the increase in GTV.
Revenue take rate (i.e. revenue as a % of GTV) was broadly
stable year-on-year. Drivers of revenue take rate included
the positive impact of consumer fee optimisation and the
growing contribution from advertising. These were offset by
an increase in targeted promotions to provide value, such as
the ‘£7 off 7’ campaigns, and a greater proportion of grocery
and pick-up orders within the mix, which have a lower take
rate. These offsetting factors had a greater impact in the
second half, meaning that revenue take rate reduced during
the year from 29.1% in H1 to 28.4% in H2.
Gross profit
Gross profit increased 13% to £726.4 million. Gross profit
margin (as % of GTV) was 10.3% in 2023, up 90 bps compared
to 2022. The year-on-year improvement reflects increases
in GTV per order and growing contribution from high margin
advertising revenue, as well as efficiencies in the delivery
network that have helped to limit the inflationary impact on
cost of sales per order (£4.49 in 2023 versus £4.45 in 2022).
Administrative expenses
£ million 2023 2022 Change
Sales and marketing costs 185.8 214.9 (14)%
Staff costs 305.9 298.2 3%
Capitalised development costs (36.1) (50.3) (28)%
Other expenses 185.3 220.6 (16)%
Depreciation, amortisation
and impairments 78.9 61.4 29%
Share-based payments
charge and national insurance
on share options 64.3 68.8 (7)%
Exceptional items* (14.1) 70.4 n.m.
Total administrative expenses 770.0 884.0 (13)%
* Alternative performance measure (‘APM’), refer to glossary on page 187 for
further details.
Administrative expenses decreased 13% to £770.0 million in
2023. Marketing costs reduced by 14% year-on-year through
improving our targeting and introducing performance
marketing optimisation signals linked to individual customer
value. We have also enhanced our machine learning models
in CRM that better predict how consumers will respond
to promotions, which has driven both cost savings and
incremental GTV. Staff costs were up 3% year-on-year;
whilst we saw average headcount decrease year-on-year
as a result of a redundancy programme which removed 9%
of employed positions across the business in Q2, this was
offset by wage inflation. Other expenses decreased 16%
year-on-year, driven by a significant reduction in contractors
within the technology team. Depreciation, amortisation and
impairments increased to £78.9 million (£61.4 million in 2022),
largely reflecting the increase in capitalised development
costs during 2022. Exceptional items* represented income
of £14.1 million (£70.4 million expense in 2022), with the
reduction of some legal and regulatory provisions partially
offset by the recognition of additional amounts related to
other matters as well as one-off redundancy costs.
The table below explains the 7% reduction in the
share-based payments charge and national insurance
(‘NI’) on share options. The significantly lower share-based
payment charge compared to 2022 was primarily driven by
a reduction in new option awards in 2023 and the phasing
of charges for prior year awards. NI on share options in
2022 benefited from the release of accrued NI as a result
of the lower share price at the end of 2022 compared to
year-end 2021.
Share-based payments charge and
national insurance (‘NI’) on share options
£ million 2023 2022 Change
Share-based payments
charge 56.1 83.3 (33)%
National insurance on
share options 8.2 (14.5) n.m.
Total share-based payments
charge and NI on share
options 64.3 68.8 (7)%
Other operating income and other
operating expenses
Other operating income was £5.9 million in 2023 (£7.8 million
in 2022), decreasing principally due to income from a new
lease arrangement in 2022. Other operating expenses were
£6.0 million in 2023 (£12.6 million in 2022), reducing year-on-
year primarily due the prior year including a loss on disposal
of fixed assets, as well as a decrease in rider kit costs as
fewer new riders were onboarded in the year.
Financial review continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
52 deliveroo plc Annual Report 2023
Adjusted EBITDA
Reconciliation to financial
statements
2023
£m
2022
£m Change
Operating loss (43.7) (245.6) (82)%
Depreciation, amortisation
and impairments 78.9 61.4 29%
EBITDA 35.2 (184.2) n.m.
Share-based payments charge
and national insurance on
share options 64.3 68.8 (7)%
Exceptional items* (14.1) 70.4 n.m.
Adjusted EBITDA* 85.4 (45.0) n.m.
Marketing and overheads* 641.0 688.2 (7)%
Gross profit 726.4 643.2 13%
Figures for continuing operations.
* Alternative performance measure (‘APM’), refer to glossary on page 187 for
further details.
Adjusted EBITDA increased to £85.4 million, compared to a
loss of £(45.0) million in 2022. Adjusted EBITDA margin (as a %
of GTV) improved to 1.2% in 2023, compared to (0.7)% in 2022,
an increase of 190 bps. This movement was attributable to
a 90 bps increase in gross profit margin (as % of GTV) and
a 100 bps improvement in marketing and overheads costs
(as a % of GTV).
Finance income and finance costs
Finance income increased to £35.3 million, comprising
£34.2 million interest income and £1.1 million foreign
exchange gains (£17.8 million in 2022, comprising £11.0 million
interest income and £6.8 million foreign exchange gains).
The increase in interest income reflects both an increase in
interest rates and more efficient cash management. Finance
costs were broadly stable at £2.5 million (£2.8 million in 2022).
Income tax charge
Whilst the Group reports a loss before income tax, certain
overseas markets do generate profits for tax purposes.
The income tax charge decreased to £7.6 million (£11.9 million
in 2022), due in part to a reversal of prior year adjustments
for current tax.
Discontinued operations
In 2023, the loss for the year from discontinued operations
was £(13.3) million (loss of £(51.6) million in 2022), with all
expenses treated as exceptional as these relate to market
exit costs. The majority of these costs are transfers from
contingent liabilities to provisions, in instances where we
have reassessed the likely outcome of ongoing legal cases
as we seek to conclude matters in countries in which we no
longer trade.
Loss for the period
Loss for the period (continuing and discontinued operations)
was £(31.8) million in 2023 (£(294.1) million in 2022) as a result
of the movements described above.
2. Segmental operating
performance
Deliveroo reviews operating performance in two geographical
segments: the UK and Ireland (‘UKI’) and International, which
comprises eight markets across Europe, the Middle East and
Asia. In 2023, UKI represented 59% of total GTV (2022: 57%),
while International represented 41% (2022: 43%).
UK and Ireland
£ million unless stated 2023 2022
Change
reported
Orders (m) 159.2 158.4 1%
GTV per order* (£) 26.3 24.5 7%
Gross transaction value* 4,180.9 3,888.2 8%
Revenue 1,209.0 1,119.4 8%
Revenue take rate (as % of GTV)* 28.9% 28.8% 10 bps
Gross profit 457.5 405.5 13%
Gross profit margin
(as % of GTV)* 10.9% 10.4% 50 bps
Marketing and overheads* (204.9) (247.6) (17)%
Marketing and overheads
(as % of GTV)* (4.9)% (6.4)% 150 bps
Segment adjusted EBITDA* 252.6 157.9 60%
Segment adjusted EBITDA
margin (as % of GTV)* 6.0% 4.1% 200 bps
* Alternative performance measure (‘APM’), refer to glossary on page 187 for
further details.
Change in constant currency was 7% for GTV, 7% for GTV per order and 8%
for revenue.
In UKI, GTV grew to £4,180.9 million, a year-on-year increase
of 8% (7% in constant currency). This represents continued
good performance in UKI, in line with overall market growth.
Orders increased by 1%, with a 2% decline in monthly active
consumers more than offset by a 3% increase in monthly
average order frequency. GTV per order increased 7%
to £26.3, reflecting the continued impact of food price
inflation as well as the annualised impact of Deliveroo’s
optimisation of consumer fees in 2022. Revenue grew 8%
to £1,209.0 million, primarily due to the increase in GTV.
Revenue take rate increased by 10 bps to 28.9% due to the
consumer fee optimisation impact and a higher contribution
from advertising revenue, offset by an increase in targeted
promotions to provide value, for example our ‘£7 off 7’
orders campaign. Adjusted EBITDA increased by 60% to
£252.6 million, with just over half of the increase coming
from the increase in gross profit, with the remainder due
to a 17% reduction in marketing and overheads from cost
efficiency measures.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
53Annual Report 2023 deliveroo plc
3. On 16 and 30 November 2022, Deliveroo ceased operations in Australia and
the Netherlands respectively, and in Spain on 29 November 2021. These
markets have been classified as a Discontinued Operation in accordance
with IFRS 5 and as such the results from these markets are not included in
this section.
2. Segmental operating
performance continued
UK and Ireland continued
We made further enhancements to the CVP, with significant
progress on key service metrics (such as OMDNR, missing
items and late orders). These service improvements have
been complemented by new features such as ‘Your Regulars’
and ‘Top Picks’ in grocery to make for a more personalised
discovery experience, the launch of ‘premium’ delivery and
the option to ‘top-up’ a restaurant order with groceries. We
also continued to add differentiated content for consumers,
with the launch of retail, as well as consumers in certain
zones benefiting from the expansion of delivery radii,
opening up a wealth of new selection that was previously
unavailable to them. From a grocery perspective, we
continued to add to our offering, closing the year with over
8,000 grocery sites in the UKI across major partners and
smaller independent merchants, as well as expanding the
range of products available to consumers.
International
3
£ million unless stated 2023 2022
Change
reported
Orders (m) 131.0 140.8 (7)%
GTV per order* (£) 22.0 21.0 5%
Gross transaction value* 2,881.0 2,959.9 (3)%
Revenue 821.0 855.3 (4)%
Revenue take rate (as % of GTV)* 28.5% 28.9% (40) bps
Gross profit 268.9 237.7 13%
Gross profit margin (as
% of GTV)* 9.3% 8.0% 130 bps
Marketing and overheads* (189.0) (189.5) 0%
Marketing and overheads
(as % of GTV)* (6.6)% (6.4)% (20) bps
Segment adjusted EBITDA* 79.9 48.2 66%
Segment adjusted EBITDA
margin (as % of GTV)* 2.8% 1.6% 110 bps
* Alternative performance measure (‘APM’), refer to glossary on page 187 for
further details.
Change in constant currency was (3)% for GTV, 4% for GTV per order and (5)%
for revenue.
In International, GTV was £2,881.0 million in 2023, a year-on-
year decline of 3% (also a 3% decline in constant currency).
Orders fell by 7% to 131.0 million, primarily driven by a
5% decline in monthly active consumers. GTV per order
increased 5% (4% in constant currency) to £22.0, reflecting
the continued impact of food price inflation in certain
markets and the annualised impact of optimisation of
consumer fees. Revenue fell 4% to £821.0 million, primarily
due to the reduction in GTV, as well as a decline in revenue
take rate, driven by an increase in targeted promotions
to provide value, and the dilutive impact of more pick-up
orders within the mix in Hong Kong. This was partly offset by
a higher contribution from advertising revenue. Despite the
reduction in revenue take rate, gross profit margin increased
strongly to 9.3%, primarily due to delivery cost efficiencies
and the impact of more pick-up orders within the mix in
Hong Kong. Adjusted EBITDA was £79.9 million, compared to
£48.2 million in 2022, due to an improvement in gross profit,
with marketing and overheads broadly flat year-on-year.
Overall segment performance was primarily held back by
soft market conditions in France. GTV in France fell year-
on-year, within the context of an overall market decline,
although we saw signs of improvement in trend in the
second half. Excluding France, International GTV grew year-
on-year, with particularly strong performance in Italy and
UAE. In the majority of markets in the International segment,
growth trends improved in the second half of 2023 with the
overall segment returning to growth in Q4.
Progress across the International segment was supported
by the continued development of our CVP. We launched
‘premium’ delivery for consumers in France and Italy,
as well as the ‘top-up’ grocery feature in the majority
of International markets and we expanded our pick-up
offering in Hong Kong. We also strengthened relationships
with restaurant partners, with around 7,000 new sites
added including strategic wins in Italy and the Middle East,
alongside almost 2,000 new grocery sites. At the end of
the year, we had over 12,000 grocery sites live with major
partners and smaller independent grocery merchants
across International markets.
3. Cash flow statement
→ See more on page 146
All discussion of cash flows are for continuing and
discontinued operations, unless otherwise stated.
Free cash flow*
Net cash generated from operating activities was £23.2
million in 2023 (net cash outflow of £(144.2) million in 2022).
This improvement was primarily driven by the increase in
adjusted EBITDA from continuing operations, partly offset
by a working capital outflow in the year. The working capital
movement was primarily due to an increase in receivables
driven by the year end date falling on a Sunday, leading to
higher payments due from payment service providers.
Purchases of property, plant and equipment (also referred
to as ‘capital expenditure’) decreased to £7.6 million (£30.1
million in 2022), mainly due to a much-reduced roll-out
of new Editions sites in light of the challenging economic
climate for restaurant partners. Acquisition of intangible
assets (also referred to as ‘capitalised development costs’)
was £36.1 million in 2023 (£50.3 million in 2022). Development
work in the year included development of machine learning
models that support improvements to our CVP and generate
value for our partners, improvements to our multi-pickup
stacking service (which allows riders to fulfil multiple orders
in one journey) to increase operational efficiency, and
further building out our advertising offering.
Financial review continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
54 deliveroo plc Annual Report 2023
Free cash flow in 2023 was £(38.4) million (£(243.1) million
in 2022), which included cash exceptionals of £20.2 million
(£60.9 million in 2022) mainly related to the redundancy
programme initiated in H1 2023 and payment of provisions in
respect of previously-exited markets.
Free cash flow*
2023
£m
2022
£m
Adjusted EBITDA* 85.4 (45.0)
Discontinued operations adjusted EBITDA* — (25.8)
Change in net working capital (33.7) (24.3)
Cash exceptionals* (20.2) (60.9)
Cash tax and other (8.3) 11.8
Net cash generated from/(used in)
operating activities 23.2 (144.2)
Purchase of property, plant and
equipment (7.6) (30.1)
Acquisition of intangible assets (36.1) (50.3)
Payments of lease liabilities (15.4) (15.7)
Interest on lease liabilities (2.5) (2.8)
Free cash flow* (38.4) (243.1)
Add back: cash exceptionals* 20.2 60.9
Free cash flow before exceptionals* (18.2) (182.2)
* Alternative performance measure (‘APM’), refer to glossary on page 187 for
further details.
Other cash flow items
Total interest received, which is not included in our
definition of free cash flow, increased to £31.7 million
(2022: £11.0 million), reflecting the increase in interest rates
and more efficient cash management. Purchases of own
shares were £312.8 million (2022: £66.0 million) relating to
three share purchase programmes:
• £9.0 million to complete the £75 million share purchase
programme announced in August 2022;
• £50.8 million (including fees) for the £50 million share
purchase programme announced in March 2023; and
• £253.0 million (including fees) for the £250 million tender
offer in October 2023.
4. Balance sheet
→ See more on page 144
Deliveroo continues to benefit from a strong financial
position. Net cash was £678.8 million at 31 December 2023
(£999.6 million at 31 December 2022), comprising cash
and cash equivalents of £603.1 million and other treasury
deposits of £75.7 million (£949.1 million and £50.5 million,
respectively at 31 December 2022). As at 31 December 2023,
Deliveroo had no debt outstanding (31 December 2022: nil).
Net cash*
2023
£m
2022
£m
H1 2023
£m
Cash and cash equivalents 603.1 949.1 896.0
Other treasury deposits 75.7 50.5 51.8
Less: debt — — —
Net cash* 678.8 999.6 947.8
* Alternative performance measure (‘APM’), refer to glossary on page 187 for
further details.
Provisions at 31 December 2023 were £127.2 million,
a decrease of £16.0 million compared to £143.2 million
at 31 December 2022. This decrease is primarily due to
reassessment of the likely outcome of several legal and
regulatory proceedings, resulting in the reduction of
some provisions, partially offset by the recognition of
additional amounts related to other updated or new matters
elsewhere. At year end, the portion of provisions classified as
current liabilities was £58.1 million (2022: nil).
5. Dividend and dividend policy
No dividend has been declared or paid in the current or
comparative periods. Given the early stage of maturity of the
online food and retail category, Deliveroo remains focused
on investing to drive growth, believing that this is the best
way to drive long-term shareholder value. The Company
does not expect to declare or pay any dividends for the
foreseeable future.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
55Annual Report 2023 deliveroo plc
Share information
Deliveroo share information
Our market capitalisation, based on issued Class A Ordinary
Shares, was £1,941.9 million at the end of 2023 (previous year,
£1,504.4 million). The total issued share capital at the end of
2023 was 1,521,831,251 Class A Ordinary Shares and 102,508,168
Class B Ordinary Shares. Each registered Class A share
represents one vote, whilst each registered Class B share
represents twenty votes. During the year we repurchased
192,307,407 Class A Ordinary Shares as part of the Tender Offer
and 44,674,639 Class A Ordinary Shares as part of the £50
million buyback programme. These shares were cancelled on
31 October and 29 December, respectively, thereby reducing
the overall share count in 2023. Deliveroo plc shares are listed
on the London Stock Exchange.
Our share price increased by 49% to £1.28 during 2023,
while the FTSE 100 and 250 indexes grew by 3.8% and 4.4%,
respectively. This represents a strong performance in the
year, especially when compared to European peers (down
37%) and Rest of the World (RoW) peers (up 8%), albeit behind
US peers (up 126%).
The average daily trading volume amounted to 2,488,515
shares. The total trading volume in Deliveroo in 2023 was
626,454,612 shares, with a yearly share turnover of 38.2%.
2023 2022
Number of Class
A shares
outstanding at
year-end Shares 1,521,831,251 1,755,425,173
Number of Class
B shares issued
at year-end Shares 102,508,168 100,299,642
Year-end price £ 1.276 0.857
Year high,
intraday £ 1.463 2.139
Year low,
intraday £ 0.803 0.732
Market
capitalisation £m 1,941.9 1,504.4
Average daily
trading volume Shares 2,488,515 2,800,989
Average daily
trading volume £ 2,909,966 3,001,155
ISIN: GB00BNC5T391
Ticker symbol: ROO
Stock Exchange: London Stock Exchange (Main Market)
Deliveroo share price performance versus FTSE 100 and 250 indexes
170
160
150
140
130
120
110
100
90
80
Dec 22 Feb 23 Mar 23 May 23 Jun 23 Aug 23 Sep 23 Nov 23 Dec 23
Deliveroo FTSE 100 Index FTSE 250 Index
Relative performance using figures rebased to 100.
Deliveroo share price performance versus peer group
250
200
150
100
50
0
Dec 22 Feb 23 Mar 23 May 23 Jun 23 Aug 23 Sep 23 Nov 23 Dec 23
Deliveroo European Peers US Peers RoW Peers
Relative performance using figures rebased to 100.
European peers include Just Eat Takeaway and Delivery Hero, US peers include Doordash and Uber and RoW peers include Grab, Jahez, Meituan and Zomato.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
56 deliveroo plc Annual Report 2023
Share register
As at 31 December 2023, the largest 20 shareholders held
approximately 77% of the issued and outstanding share capital.
To the best of our knowledge, based on TR-1 notifications,
major investors in the Company at the end of December 2023
included Amazon (14% holding), DST Global (8%), Delivery Hero
(7%), Fidelity Management and Research (6%) and Fidelity
International (5%).
Shareholder concentration
As at the end of 2023
% of Class A
shares
Top 5 investors 40%
Rest of top 10 investors 18%
Rest of top 20 investors 20%
Rest of top 50 investors 15%
Others 7%
Shareholder structure
As at end of 2023, % of Class A shares 2023 2022
Institutional
– UK 21% 21%
– US 15% 15%
– Europe 4% 1%
– RoW 2% 2%
Venture Capital 23% 28%
Retail 15% 14%
Other/Unassigned 21% 19%
Other/Unassigned includes Amazon and Delivery Hero.
Analyst recommendations
Our progress is closely monitored by equity research
analysts, with their findings and recommendations offering
insights to investors.
At the start of 2023, 44% had buy recommendations, 56%
had a neutral view, and 0% recommended selling the shares,
based on 16 analysts covering Deliveroo at the time.
At the end of 2023, 40% had buy recommendations, 40% had
a neutral view, and 20% recommended selling the shares,
based on 15 analysts covering Deliveroo at the time. They
comprised: Bank of America, Barclays, Bernstein, BNPP Exane,
Bryan Garnier, Citi, Goldman Sachs, HSBC, Jefferies, JPMorgan,
Morgan Stanley, Panmure Gordon, Santander, Shore Capital
and UBS.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
57Annual Report 2023 deliveroo plc
Risk management and our principal risks
How are risks identified and
governed at Deliveroo?
At Deliveroo, we identify, analyse and review risks periodically,
with responses designed to be commensurate with the
determined likelihood and impact, and in alignment with our
overall strategy. This includes designing and implementing
controls to reduce the likelihood of the risk occurring and/or
mitigate the impact of risks on our operations. The Deliveroo
Risk Management and Internal Control Framework (the
‘Framework’) formalises ownership of risk, and the process for
identifying, analysing, measuring, prioritising and responding
to risks. An effective and well-maintained risk management
framework contributes significantly to the overall resilience,
agility and sustainability of the organisation, helping to ensure
that we achieve our strategic objectives and mission.
The Framework is not intended to eliminate risk. Instead,
it serves to reduce the likelihood of significant risks
materialising and prepare the business to manage the
impact by adapting and recovering if they do.
We balance and prioritise responses to risk to achieve
the reward we foresee from executing on our strategy.
Therefore, there are risks we may accept, or pursue as
a business, as we seek to achieve our stated mission ‘to
transform the way our customers shop and eat, bringing
the neighbourhood to their door by connecting consumers,
restaurants, shops and riders’. The Framework enables us
to respond accordingly, making conscious and informed
decisions with an appreciation for our overall risk profile and
risk appetite.
The Board has delegated responsibility for monitoring the
effectiveness of the Group’s risk management and internal
control systems to the Audit and Risk Committee. It does
this by assessing our principal risks; reviewing the policies
and control frameworks put in place by Senior Management
to mitigate these risks; receiving, reviewing and acting on
updates on progress and current issues from Executives
and Senior Management; and reviewing the output of work
performed by the Internal Audit function and external
auditor where it relates to principal risks and the related
controls. The Chair of the Audit and Risk Committee updates
the Board on the Committee’s activities in this regard
as appropriate.
Certain responsibilities and activities have been delegated
throughout the business to achieve these goals, as
summarised below.
Effective risk management
Board
Risk oversight
• Supported by the Audit and Risk Committee
• Define desired culture, values and tone
• Monitor the effectiveness of the risk and internal
control framework
• Define risk appetite and review periodic risk assessments
Executive Team
Risk sponsorship
• Make strategic business decisions in proportion with Deliveroo
risk appetite
• Champion Company culture and values, and set tone at the top
in response to the Board’s expectations
• Periodically update assessment of the Group’s principal
risks and identify any changes to internal controls or risk
management required
• Delegate risk and control ownership to Senior Management
• Monitor and sponsor effective management of principal risks
Risk and Control owners
Embed risk and internal control management
• Make operational business decisions in proportion with
Deliveroo risk appetite
• Implement mitigation and controls in line with Deliveroo
risk appetite
• Identify process improvement opportunities and efficiencies
• Periodically report and escalate risks and related responses
Board
Executive
Team
Risk and
control owners
Report and escalate risks/concerns
Execute business plans and activities
Set strategy and objectives
Embed risk management
in business decision
making
Risk
sponsorship
Risk
oversight
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
58 deliveroo plc Annual Report 2023
How are risks managed
effectively?
The Board defines the Group’s risk appetite, being the
amount of risk we are willing to accept in pursuit of our
strategic objectives. Our risk appetite relating to our
principal risks is considered and approved by the Board
during the year. It varies depending on the type of risk and
the nature of the objective or activity, which may change
over time. In evaluating risks and opportunities, we seek to
protect our long-term CVP, while maximising commercial
benefits to support responsible and sustained growth.
For risk management to be effective, it needs to be
integrated throughout the organisation and ingrained in
the way that we operate. We have adopted the ‘three lines
of defence model’ to risk, internal control and assurance.
What does the Framework
comprise of?
Identification
Apply a top-down and bottom-up approach to identifying
risk across the business.
Analysis
Understand the nature and complexity of the risk using
a ‘data first’ approach, where available.
Measurement
Measure the inherent and residual risk in terms of likelihood
and impact.
Response
Determine our strategy for each risk based on our risk appetite.
Prioritisation
Prioritise our response to risks based on those presenting
the greatest level of risk.
Review and reporting
Evaluate the effectiveness of our risk response strategy and
report to relevant stakeholders on the development of risk
over a period and proposed actions going forward.
How do we assess risk appetite?
Risks are identified using both a bottom-up and top-
down approach. During 2023, management established
an Executive Risk Committee, formed of members of the
Group’s Executive Team. The Committee’s remit among
other objectives, is to assess principal risks and oversee
the appropriate mitigation of these.
Our risk appetite is assessed initially by the Executive
Risk Committee, reviewed and challenged by the Audit and
Risk Committee, and ultimately approved by the Board. Risk
appetite is assessed on a scale shown below, and informs
the prioritisation of interventions and improvements driven
by management.
Risk appetite rating
Critically Low
We seek to avoid and prevent risks occurring in this area.
We are willing to invest significantly in risk prevention.
Low
We seek to minimise our exposure to these risks, recognising
that elimination of risk may not be a cost effective response.
Medium
We may be willing to take risks in these areas cautiously
after thorough evaluation, investing in appropriate controls
and safeguards.
Higher
We are willing to take measured risks within certain boundaries.
Seeking
We actively seek opportunities to grow value in these areas
and are willing to risk losses in growing the business.
Line 1
Management
Senior Management and staff who carry out the day-
to-day operations own the direct management of
specific risks in their area of the business. They are also
responsible for the effective operation of controls to
mitigate the risks, and ensuring any changes in existing
risks or the emergence of new risks are identified and
controls are updated accordingly.
Line 2
Internal compliance and
support functions
Compliance, Information Security and Legal functions
play a role in the second line to drive a risk management
culture, set out control and compliance roadmaps,
and provide subject matter expert guidance to Line 1
management. They also report on the status of risks and
progress on improvements to risk management for their
risk areas to the Audit and Risk Committee.
Line 3
Internal Audit
The Internal Audit team performs testing of key
controls as planned and agreed with the Audit and
Risk Committee to provide assurance that they are
designed and operating effectively. The team also
provides recommendations and support to drive
continuous improvement in the management of risk
and internal controls.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
59Annual Report 2023 deliveroo plc
How are risks identified
and analysed?
During the year the Executive Risk Committee performed a
top-down assessment of our principal risks, our appetite for
these risks, and a high-level assessment of the effectiveness
of internal controls to support the identification of potential
focus areas for improvement.
In support of this review, the Risk, Control and Compliance
team also maintains a regular dialogue with risk owners,
supporting a bi-annual bottom-up risk assessment, making
updates to risk registers and planning enhancements to
risk responses in relation to any changes. This is facilitated
through workshops where the Risk, Control and Compliance
team provides objective challenge, specifically in relation
to the completeness of the risks, and the judgements and
thought process applied by risk owners in determining the
likelihood and impact. Following these workshops, risk owners
must sign off the risks and responses within their remit.
Risk owners are typically Senior Managers responsible for
securing and deploying resources in the functions in which
each risk primarily relates to, or is driven by. They have the
relevant expertise to identify and measure each risk, and
the authority to deploy resources to respond to it while
balancing competing priorities.
Emerging risks
Supported by the Audit and Risk Committee, the Board
considered an assessment of the Company’s emerging risks
in 2023. The assessment was conducted by the Group’s Risk
team, with support from other internal teams to ‘horizon
scan’ to identify those risks and enable forward planning and
mitigation. The emerging risks considered by the Board are
mapped against the Principal Risks and include:
• government policy which may impact other elements of
our marketplace or business model, including how we
conduct certain commercial relationships, offer incentives
and establish commission rates; our interactions with
and provision for riders; restrictions on the use of certain
materials or obligations to enable recycling; and increased
obligations on the reporting of food ingredients, allergens,
and nutritional information.
• the potential for shifting trends in consumer behaviour
or partner propositions impacting our marketplace.
• incumbents or new entrants into the marketplace may
invest in their CVP or merchant proposition beyond our
ability to compete for a significant period of time.
Climate change
As part of the wider principal risk review, the Board has
determined that climate-related risks were not considered
a separate principal risk in FY2023. This is because Deliveroo
operates as a three-sided marketplace connecting
consumers, riders and merchants. Our core operations
are less directly affected by climate risk as compared to
our marketplace.
Climate-related risk is incorporated into our Risk
Management and Internal Controls Framework. As detailed
in our Task Force on Climate-related Financial Disclosures
(‘TCFD’) statement we have identified climate risk related to
extreme weather events, emissions taxation, a focus on food
and packaging waste and increasing vehicle electrification.
This means that climate risk features in our consideration
for our ‘Compliance with laws and regulations’ and ‘External
environment and events’ principal risks. In 2024, we will
continue to review and update climate-related risks as part
of the regular Group risk review processes. The level of
impact from climate-related risks on our core business and
the three-sided marketplace will be carefully monitored and
reviewed as part of the Board’s annual principal risk review.
We have reported formally on our climate-related financial
disclosures in line with the TCFD framework which requires
companies to disclose their governance, strategy, risk
management, and metrics and targets in relation to the
climate. These are set out on pages 67 to 74.
How are risks measured?
Risks are measured by multiplying the likelihood of the risk
crystallising with the impact of the risk event. Likelihood is
stated in terms of probability.
The types of impact are consolidated into the following
categories: reputational, financial, compliance, operational
and strategic. When measuring a particular risk, there may
be multiple types of impact that could occur. The impact
score is determined by reference to quantitative and
qualitative guidance which enables risk owners to evaluate
the significance of the impact of the risk in each category.
For example, operational impacts include the severity of the
incident linked to our Incident Management Framework.
Risk management and our principal risks continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
60 deliveroo plc Annual Report 2023
How are risks responded
to and prioritised?
Our strategy for responding to and prioritising risks
directly correlates with our risk appetite. As part of the
review process with risk owners, we agree commitments
to enhance responses for existing risks, or design and
implement responses for emerging risks.
The Framework includes different response types as
outlined below:
Accept
Take no action to change the severity of the risk, i.e. within
risk appetite.
Pursue
Convert risks into opportunities, i.e. tailoring risk response
to unlock value.
Reduce
Take action to reduce the likelihood and/or impact of the risk,
i.e. risk level is greater than risk appetite.
Share
Transfer a portion of the risk or collaborate externally
to eliminate some of the risk, e.g. insurance.
Where the response is to reduce or share the risk,
this results in the design, implementation or enhancement
of control activities. Where the response is to pursue the
risk, this results in us making trade-off decisions in pursuit
of opportunities.
Where it is possible to do so, we seek to automate
control activities, harnessing our technological resources
and experience.
How are risks reported on?
The outputs of risk reviews are shared with the Executive
Risk Committee for its review, input and challenge, ensuring
we allocate resources appropriately and hold risk owners
to account for the committed responses to risks.
The Risk, Control and Compliance team reports to the Audit
and Risk Committee at least bi-annually on the principal
risks, as well as the activities of the team in respect of
continuously enhancing the risk management practices
of the Group.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
61Annual Report 2023 deliveroo plc
Our principal risks and uncertainties
Our principal risks are those which could have the most significant impact on the achievement of our strategic objectives, our
financial performance and our long-term sustainability. These risks change over time as their likelihood and impact vary due
to internal or external factors.
We provide additional context to demonstrate how the risks are linked to our strategy, as well as key mitigations and any
changes in the profile of the risk during the year.
As part of our regular review of the principal risks, a small number of changes were made, as noted below:
• Removal of three-sided marketplace as a principal risk on the basis that this is superseded by other changes to the risks,
and specific risks related to the operation of individual sides of the marketplace are captured in other principal risks.
• Splitting Cyber and Data Security into two separate risks: Cyber Security and Data Management, recognising the importance
of reliable data in managing our business, and that the controls needed to achieve this go beyond cyber security controls.
• Combination of Managing Growth and Financial Condition into a single risk, Financial Condition and Growth.
• Amending the principal risk Competition, to become Competition and Innovation, reflecting the rapid continuing changes
in the industry and marketplace.
Key to strategy
1
Invest in key CVP levers
2
Focus on priority verticals
3
Increase operating efficiency
Key to risk appetite
No change Increase Decrease
→ See more on p59
Description Mitigation
Change to risk
profile in 2023
Service availability
We depend on our network infrastructure, software, content delivery
processes, and associated key third-party services and software
to operate our platform and to receive, process and fulfil orders.
Any significant disruption in service, including from a distributed
denial of service attack, could materially impact our operations,
reputation and financial performance.
Primary impact type
Operational
Link to strategy
1
3
Risk appetite
Low – Our risk appetite remains low as we are highly dependent on
service availability to keep pace with our sustainable growth.
The Technology team operates in accordance
with our Change Control Standard, which requires
formal planning, as well as appropriate review and
approval for all changes.
Should an incident arise, the Engineering team
utilises a formalised Incident Management
Framework, alongside an ‘on-call’ rota, ensuring
that incidents are resolved in a timely manner,
while maintaining channels of communication with
consumers, riders and merchants. We continuously
enhance our tools and capabilities to monitor our
service availability.
No change –
As a technology
business that
executes continuous
development, relying
upon bespoke systems
for our operations,
this continues to be a
principal risk, but one we
are acutely aware of and
continuously monitoring.
Risk management and our principal risks continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
62 deliveroo plc Annual Report 2023
Description Mitigation
Change to risk
profile in 2023
Cyber security
Effective cyber security underpins the confidentiality, integrity and
availability of our systems, platform and data. We could be subject
to a range of cyber threats including denial of service, ransomware,
phishing and data exfiltration. These could lead to service
unavailability, data breaches or other loss or disruption.
Primary impact type
Compliance
Link to strategy
1
3
Risk appetite
Critically Low – Cyber security is foundational to our success and
supports the effective management of many of our other Principal
Risks (notably Service Availability, Data Management, and Compliance
with other laws and regulations).
We operate robust application and infrastructure
security controls designed to prevent, identify
and respond to information security threats.
We continuously review and mature our security
controls across the Company, leveraging
a recognised external framework.
The Information Security team regularly reports to
the Audit and Risk Committee on key milestones on
maturing our security controls and any relevant
analysis of internal and external security threats
and trends.
No change – Cyber
threats continue to
evolve, and remain an
area of focus and priority
due to the nature of our
business. We continue
to monitor internal and
external security threats
and trends and consider
the overall profile of this
risk unchanged.
Data management
Data is foundational to the success of our business and ability to
make high quality choices and deliver value for the different sides
of our marketplace. We could face significant operational disruption
and reputational and legal consequences, as well as financial loss
if we fail to manage data appropriately.
Primary impact type
Compliance
Link to strategy
1
2
3
Risk appetite
Low – High quality data is crucial to effective decision making
at Deliveroo.
We focus on ensuring our data management is
compliant with laws and regulations governing
the various types of data within our infrastructure,
be it commercial, financial or personal data. We
operate security controls to ensure that access
to data is restricted to appropriate employees.
Changes to systems managing our data are
subject to change control processes. We have
controls in place to minimise the risk of bias in
algorithms used in our business operations.
No change – we continue
to expand our use
of data analytics to
support value creation
and new opportunities,
and assess our risk
management practices
to ensure they are
appropriate. We evaluate
any new regulations in
relation to our use of
data and the potential
impacts on our business.
Key to strategy
1
Invest in key CVP levers
2
Focus on priority verticals
3
Increase operating efficiency
Key to risk appetite
No change Increase Decrease
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
63Annual Report 2023 deliveroo plc
Description Mitigation
Change to risk
profile in 2023
Rider model and rider status
Our business would be adversely affected if our rider model or
approach to rider status and our operating practices were successfully
challenged or if changes in law required us to reclassify our riders as
employees including with retrospective effect.
Primary impact type
Compliance
Link to strategy
3
Risk appetite
Low – Our rider model is critical to our long-term profitability and our
ability to compete effectively in each of our markets. As such we have
a low risk appetite for this risk.
Policy and Employment Legal teams continuously
focus on ensuring our rider model is compliant
with local laws and regulations.
We proactively engage with Government bodies to
discuss proposals or consultations.
No change – Our rider
model continues to
be a principal risk for
the Group. The level of
risk differs by market
depending upon specific
local circumstances,
including legislative
changes, but the overall
profile of this risk
is unchanged.
Key commercial relationships
We rely on partnerships with various national and global brands in
each of our markets in which we operate, sometimes on an exclusive
basis. The loss of such relationships or the inability to enter into
new relationships (on commercially attractive terms or at all) could
adversely affect our business.
Primary impact type
Strategic
Link to strategy
1
2
Risk appetite
Medium – We need to strike a balance between enabling growth with
commercial terms that support our path to profitability.
Our Commercial teams in each of our markets
develop strong working relationships with our
partners to foster mutual success. We have a
defined commercial architecture to define the
value proposition with our partners.
No change – We continue
to add new significant
national and global
brand accounts to
the platform across
merchants with
expanded offerings.
Notwithstanding normal
account churn, the
risk to growth of losing
any of these brands
remains static.
Reputation and brand
Our reputation, brand and ability to build and retain trust with new
and existing stakeholders (including shareholders) may be adversely
affected, including by unfavourable or inaccurate publicity or events
beyond our control (including misconduct by our employees, riders,
or merchants). This could negatively impact our future performance
and prospects.
Primary impact type
Reputational
Link to strategy
1
3
Risk appetite
Low – As a foundation to attracting and retaining all three sides of the
marketplace, as well as our broader stakeholders, we have a low risk
appetite to any adverse impact on our reputation and brand.
Our Code of Conduct, the Roo Way, defines
expectations for behaviour from our employees.
Our Business Partner Code of Conduct, applicable
to our suppliers, partners and contractors
(including riders) defines similar expectations.
We carefully vet our prospective riders
and merchants.
We proactively contact our consumers, riders and
merchants when something goes wrong.
We have a public policy strategy in each of our
markets which involves actively engaging in
relevant discussions with appropriate public
bodies to build transparency and trust.
No change – There
continued to be
media coverage of
issues relating to
digital marketplaces
throughout 2023,
although these issues
were in general related
to all marketplaces and
not specific to Deliveroo.
Risk management and our principal risks continued
Our principal risks and uncertainties continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
64 deliveroo plc Annual Report 2023
Description Mitigation
Change to risk
profile in 2023
Attracting and retaining key personnel
We rely on the skills and experience of our key personnel, and our
business may be adversely affected if we cannot attract and retain
the talent required to solve the complex problems presented by our
three-sided marketplace.
Primary impact type
Operational
Link to strategy
3
Risk appetite
Medium – Our risk appetite is determined to be medium as we take on
a more balanced approach to talent growth with prevailing external
economic uncertainties such as inflation and rising cost of living.
We strive to provide, and continuously enhance, an
attractive value proposition for employees, including
through the creation of an inclusive environment
where our people have the opportunity to solve new
problems and challenges at scale.
To improve employee engagement and support
across the organisation, our Employee Resource
Groups (‘ERGs’) actively engage employees,
including in the areas of Gender Equity, Women in
Tech, Racial Equality, LGBTQ+ (Deloveroo), Wellbeing,
Disability, Neurodiversity and Mental Health, and
Family and Carers. This is in line with our execution
of our central DE&I strategy.
No change – We continue
to offer a competitive
employee value
proposition and a
positive and supportive
working environment
to ensure our talent
remains motivated
and incentivised,
providing progression
opportunities through
our organisation.
Competition and innovation
We operate in a highly competitive industry and must compete
effectively to succeed. We may not be able to achieve or maintain
a position in each of our markets that is sufficient to support the
business sustainably for the long term. Our competitors may develop
new innovations that make our products and services uncompetitive.
Our operational performance may not be as good as our competitors
leading to customer churn.
Primary impact type
Strategic
Link to strategy
1
2
Risk appetite
Higher – We carefully monitor our ability to compete effectively in each
of our markets, with extensive due diligence undertaken including the
competitive landscape and the level of investment required. We take
measured risks to compete and innovate, and perform extensive
market analysis to help ensure these initiatives are successful. We have
identified new opportunities to grow our markets, for example in Retail,
and therefore have a higher risk appetite than in 2022.
We plan and execute strategic initiatives targeted
at achieving or maintaining a #1 or strong #2
market position, including through the continuous
enhancement of the value proposition for
consumers, riders and merchants.
We work to identify new propositions to
enhance the value we provide to all sides of our
marketplace, for example the launch of our Retail
proposition in 2023.
No change – The industry
remains intensely
competitive as in
previous years.
Key to strategy
1
Invest in key CVP levers
2
Focus on priority verticals
3
Increase operating efficiency
Key to risk appetite
No change Increase Decrease
→ See more on p59
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
65Annual Report 2023 deliveroo plc
Description Mitigation
Change to risk
profile in 2023
Financial condition and growth
We have ambitious plans for our business. Our strategic planning
and budgeting process may not consider all relevant material factors
or risks in developing our plans, and we may fail to execute against
these or identify risks to delivery on a timely basis. We may be unable
to grow profitability in the business to meet our financial targets.
Primary impact type
Strategic
Link to strategy
3
Risk appetite
Low – Our commitments to the market and ambitions set out in our
2023 Capital Markets Event are significant and important, and we
remain focused on delivering these.
We have a robust planning and budgeting
process which helps to identify potential risks and
opportunities to the delivery of our plans.
Our spend controls ensure that costs are
monitored against the budget.
No change – We have
continued to make
progress on profitability,
cost control and GTV
growth, continuing on
our path to profitability.
Compliance with laws and regulations
We are subject to the laws and regulations of numerous national and
local authorities. Changes to, or uncertainty regarding, the applicable
laws, regulations or regulatory environment may adversely affect
our business.
Primary impact type
Compliance
Link to strategy
3
Risk appetite
Low – Our risk appetite remains low on the basis that we apply a high
standard for compliance with laws and regulations while executing
on our Company objectives.
Our Group Ethics & Compliance team and Legal
teams in our markets develop control frameworks
to ensure that we comply with applicable laws
and regulations.
No change – There were
no significant changes in
the period that adversely
affect our business.
External environment and events
Our business could be affected by the actions of governments,
political events or instability, or changes in public policy in the
countries in which we operate or by events elsewhere in the world.
Adverse economic conditions could impact consumers’ discretionary
spending and in turn our growth and profitability.
Primary impact type
Strategic
Link to strategy
3
Risk appetite
Medium – We remain acutely aware of the external factors that
impact the Group in setting our plans and objectives. As such, the risk
appetite remains at a medium level.
We are continuously focused on the enhancement
of the value proposition for consumers, including
enabling access to a broad selection aligned to
a hyperlocal market.
The Executive Team and Board regularly reviews our
financial performance and operating environment
in our different markets and makes interventions
where issues occur.
No change – Continued
economic pressure,
including inflation, could
impact consumers’
discretionary spending
and in turn our growth
and profitability.
Heightened geopolitical
disruption has not
affected our operations
although we remain
vigilant to potential
impacts.
Risk management and our principal risks continued
Our principal risks and uncertainties continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
66 deliveroo plc Annual Report 2023
Task Force on Climate-related Financial
Disclosures statement (‘TCFD’)
Governance
a. Describe the board’s oversight of climate related risks
and opportunities.
b. Describe management’s role in assessing and
managing climate-related risks and opportunities.
Strategy
a. Describe the climate-related risks and opportunities
the organisation has identified over the short,
medium, and long-term.
b. Describe the impact of climate-related risks and
opportunities on the organisation’s businesses,
strategy, and financial planning.
c. Describe the resilience of the organisation’s
strategy, taking into consideration different climate-
related scenarios, including a 2°C or lower scenario.
Risk management
a. Describe the organisation’s processes for identifying
and assessing climate-related risks.
b. Describe the organisation’s processes for managing
climate-related risks.
c. Describe how processes for identifying, assessing,
and managing climate-related risks are integrated
into the organisation’s overall risk management.
Metrics and targets
a. Disclose the metrics used by the organisation to
assess climate-related risks and opportunities in line
with its strategy and risk management process.
b. Disclose Scope 1, Scope 2 and, if appropriate,
Scope 3 greenhouse gas (‘GHG’) emissions and
the related risks.
c. Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets.
→ Reporting and compliance p69 → Reporting and compliance p68
→ Reporting and compliance p74 → Reporting and compliance p68
We recognise the challenges and
opportunities that climate change presents
to us, and our marketplace, more broadly.
We are actively working to mitigate our
impact on the climate (see page 36 for details
of our capital programme to improve energy
efficiency in our estate, and lower emissions)
and adapt to any physical effects and
regulatory changes.
The following disclosure is aligned with all the TCFD
Recommendations and Recommended Disclosures. As this
is the second year of our TCFD disclosure, many of the risks
and opportunities identified in our first scenario analysis
remain in place. However, we have identified new risks and
opportunities where relevant. To develop our reporting
from last year’s statement, we have i) provided the financial
impact of certain climate-related risks and opportunities and
ii) published our Scope 3 emissions baseline for the first time.
Compliance statement
We have completed our TCFD disclosure in line with the UK
Listing Rules (LR 9.8.6R). Our statement (and the information
available at the locations within the statement) complies
with all 11 recommended disclosures. We are also compliant
with The Companies (Strategic Report) (Climate-related
Financial Disclosure) Regulations 2022 which amends
sections 414C, 414CA and 414CB of the Companies Act 2006.
TCFD compliance index
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
67Annual Report 2023 deliveroo plc
Governance
Introduction
We operate as a marketplace connecting consumers, riders
and merchants (the model is set out on see page 14 of our
report). This means that many of the climate-related risks
and opportunities for our business will affect the three-
sided marketplace in different ways to our core operations.
Governance actions during 2023
During the year, the Board received two updates on the
Company’s ESG strategy which covered climate risk and
opportunities. They approved the Company’s emissions
reduction priorities for FY2024 as well as our longer-
term Scope 3 net zero targets. For more information
see our Sustainability Review on page 31. Net zero
targets were considered on the basis of their feasibility
and our responsibility to act to mitigate the effects of
climate change.
The Audit and Risk Committee reviews the effectiveness
of our internal control framework and risk management
arrangements. It supports the Board in carrying out a robust
assessment of the principal risks facing the Group and the
nature and extent of the principal risks the Board is willing to
accept in delivering the Company’s strategy. No principal risks
were climate-related. Risk management and TCFD planning
updates are standing items on the Committee’s agenda.
During the year, the Committee monitored management’s
progress in considering its climate-related strategy/goals
including: the methodology and data collection for the
Scope 1, 2, and 3 emissions, how climate-related risks/
opportunities were considered as part of the Company’s risk
framework, and the establishment of protocols to support
these reflecting the TCFD recommendations and disclosure
requirements. This year, the Committee also considered
compliance against the new CFD requirements.
The Remuneration Committee establishes and reviews
the remuneration framework for our Directors and the
Executive Management Team and determines pay outcomes
against performance metrics. Last year, to support our ESG
strategy, a climate metric around market-based Scope 1
and 2 emissions reduction was introduced into our PSP. This
will be continuing in 2024. The Committee received updates
on progress against that target and the strategy to meet it
(the three phases of Scope 1 and 2 emissions reduction are
detailed on page 38).
Ongoing management oversight is led by the CFO, who
has responsibility for carrying out the overall ESG strategy,
including coordinating climate activities and ensuring that
climate-related risks and opportunities form part of the
risk management framework. This includes establishing
the priority areas of focus for investment and programmes.
Budgets are allocated on the basis of the relative emissions
intensity of our markets and our specific operations. For
example, this means we are focusing on emissions reduction
in Editions kitchens in the UK and UAE to begin with, given
these markets are our highest emitters and Editions kitchens
account for c.75% of our Scope 1 and 2 emissions. The CFO
also monitors progress against our overall net zero targets
and the effectiveness of programme delivery during
quarterly sustainability business reviews.
The CFO is supported by both the VP Strategic Finance
and Investor Relations and the Director of Policy and
Sustainability who are responsible for the delivery of our
sustainability programmes. The Director of Policy and
Sustainability leads internal engagement with key business
stakeholders who are delivering programmes (e.g. with
operations teams who launch e-bike trials) and agrees the
metrics for success of those programmes. The Director
of Policy and Sustainability also leads internal climate
communications. This year, through a series of internal
teach-ins (including ones that covered climate) we engaged
employees so that they understand the climate impact of
the business and how they can reduce emissions impact
in their areas of operation. Finally, the Director of Policy and
Sustainability leads external engagement on climate risk
– understanding emerging best practice in this area and
regulatory compliance.
Management’s role in assessing climate risks and
opportunities is described on pages 73 and 74 in the risk
management section. Climate risk management is currently
a top-down Group process with risks identified centrally.
Deliveroo plc Board
Audit and Risk Committee Remuneration Committee
Deliveroo Executive Team
Chief Financial Officer (Executive Sponsor)
Director of Policy and Sustainability
TCFD Steering Group Group functions (including Risk,
Finance and CoSec teams)
Strategic
oversight
Management
oversight
Compliance and
implementation
Task Force on Climate-related Financial
Disclosures statement continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
68 deliveroo plc Annual Report 2023
Strategy
We set out our commitment to achieving net zero in our
Sustainability review on page 31. We will aim to reach net zero
across our Scope 1 and 2 emissions by 2035 and across our
full value chain Scope 3 emissions by 2050.
We have also refreshed our scenario analysis to identify
relevant climate-related risks and opportunities and the
resilience of our strategy under three possible future
climate scenarios. In line with TCFD guidelines, we analysed
the impact of three potential warming scenarios (>2°C,
2°C, <2°C) on each side of the marketplace and our core
operations. The scenarios that we have considered
include changes in the physical, policy, and technology
environments and were informed by data from the following
scenarios RCP2.6 (<2°C), RCP 4.5 (2°C) and the “Network of
Central Banks and Supervisors for Greening the Financial
System” (NGFS) current policies scenario (broadly equivalent
to RCP6.0) (<2°C).
These scenarios were chosen given they cover all required
warming scenarios and have available data for our global
markets. The NGFS current policies scenario provides
data based on current government policies so provides
a useful starting point for comparison to the lower warming
scenarios. The scenarios also consider global risks across all
of our markets although where relevant we have highlighted
specific market risks. To develop the scenario analysis, the
sustainability team reviewed the outputs of last year’s work
(many of which remain relevant) and held a climate horizon
scanning workshop with internal stakeholders across the
Group to identify other relevant climate-related risks and
opportunities which have the greatest potential to impact
Deliveroo. In line with the TCFD strategy recommendation,
we considered the cross-sectoral risks that the TCFD
implementation guidance lists in Table A.1.1 and A.1.2 and
identified three transition risks and one physical risk as the
most relevant to our operations. The TCFD steering group
reviewed the analysis. During 2023, we developed our
climate scenario analysis by including financial impacts on
risks where we had sufficient data and insight to be able to
disclose useful ranges. At this stage we do not deem any
climate risks to be material to our core operations. Over time,
climate risk may become more significant for different sides
of the marketplace or to our core operations.
In the scenario analysis, we define short term as <5 years,
medium term as 5–15 years and longer term as >15 years.
These timelines were chosen on the basis of achievement
of our climate targets i) our short-term targets are within the
horizon for our PSP Scope 1 and 2 interim reduction targets,
our Scope 1 and 2 net zero target is within the medium-
term horizon (12 years away), our Scope 3 net zero target
is longer term. Where relevant we have provided ranges for
the potential financial implication of certain climate-related
risks and opportunities (this was based on areas where we
either have internal data or can make sensible assumptions).
Against each risk, we have also described the resilience
of our business model and strategy; we are content that
overall the business is resilient to the currently-identified
risks. We use the auditors materiality of £16.2 million as a
threshold for defining our own financial materiality related
to climate risk. This year, the output of our scenario analysis
has supported policy development on prioritisation of
investment for reducing Scope 3 emissions (for example,
the potential benefit offered by increased electrification
of the fleet).
Our transition plan for a low-carbon economy is detailed as
part of Sustainability Review on page 31. As described, we
see three phases of activity for reaching our Scope 1 and
2 net zero targets and have set out initial steps for Scope
3 reduction. These actions are our prioritised mitigation
activities. The scenario analysis on the following pages
presents some of the key adaptation steps we are taking.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
69Annual Report 2023 deliveroo plc
Extreme weather
Future warming impact
Higher frequency of days with intense
rainfall or extreme temperatures.
Extreme weather also causes
increased incidence of crop failure and
UK food price increases in the range of
0–60% depending on climate scenario.
Timeframe
Short, medium and long-term.
Scenarios
All – impacts are greater in 2°C and above.
Marketplace impacts (risks)
Riders
Possible increased frequency of
periods where orders are less likely
to be accepted due to potentially
difficult or unsafe riding conditions.
It may become harder to match rider
supply with order demand as the
nature of outdoor work becomes
less predictable.
Some rider assets may not be
suitable for extremely hot weather
(e.g. kit) requiring new items or kit
changes (particularly a risk in Middle
East markets).
Consumer
Potential increase in bad order
experiences due to increased
frequency of extreme weather events.
Extreme weather could make it harder
for riders to arrive in good time or to
maintain food temperatures, affecting
future demand for the service.
Merchants
Extreme weather will increase rates
of crop failure. This will drive up prices
and restrict availability of certain
crops. In turn, this may lead to price
rises on certain dishes or changes
in restaurant menus towards more
available products.
Core Operations
Increased extreme heat events
may necessitate installation of air
conditioning units in European Editions
sites to ensure they stay cool.
Marketplace impacts
(opportunities)
Across all sides of the marketplace
Bad weather could drive increased
order volume from consumers (who
go out less). In turn this may mean
more earning opportunities for riders
and restaurants and more consumers
using the app.
Materiality
Immaterial
For the wider marketplace the impacts
would largely be confined to individual
markets and a small number of days
in the year. The overall financial impact
therefore determined by which days
of the year and in which markets an
outage might occur.
The impacts of specific day outages
may be mitigated by more consumers
using the app in general.
For our core operations, we estimate
the cost of installing air conditioning
units in our European Editions and Hop
sites to be between £3-15m.
We are unable to quantify the impact
of changes in food price inflation
and crop failure because there are
too many variables involved in the
calculation e.g. changes in supply
from restaurants, shifts in consumer
demand and the high range variation
in terms of prices across different
food products.
Management and strategic resilience
Where it is safe to operate, we are able to match an increase in demand with
rider supply:
1. We are able to encourage more riders onto the road by highlighting areas of
high demand.
2. We can change delivery radiuses to a lower distance to cope with temporary
increased network strain.
3. We can rely on higher rates of order stacking when fewer riders are available
to increase our remaining fleet’s efficiency.
We have launched new rider kit that helps riders keep cool in hot weather.
We have rolled out restaurant training which includes support on how
restaurants can establish sustainable supply chains.
The financial impact and business mitigation of food price impacts are explored
on page 71 under the emissions taxation scenario.
We believe the business to be resilient to risks in this scenario given our ability
to respond to extreme weather events.
Task Force on Climate-related Financial
Disclosures statement continued
Strategy continued
Climate-related risk analysis
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
70 deliveroo plc Annual Report 2023
Emissions taxation
Future warming impact
Government intervention in the form
of meat taxes. We have assumed a
focus on beef as the highest-emitting
food product per kg and because it is
already subject to potential taxation
(e.g. New Zealand).
Timeframe
Medium and long-term.
Scenarios
We assume such a tax is more likely in a 2°C or below scenario where the
government takes significant, proactive action to mitigate climate-related risks.
Marketplace impacts (risks)
Restaurants and Consumers
Restaurants would face higher costs
for sourcing beef as farmers increase
their prices in response to a beef tax.
In turn, these costs may be passed on
to consumers affecting demand.
Marketplace impacts
(opportunities)
Consumers
There could be an opportunity to
cater to changing consumer needs by
expanding sustainable food selection.
Restaurants
Beef taxes would likely move
production and demand towards
more plant-based dishes, other
meats or new food items (e.g. meat
alternatives). Restaurants and grocers
can attract new consumers with new
products/dishes.
Materiality
Immaterial
Based on external estimates of
the potential social cost of beef
production and therefore an assumed
tax rate, given the total global volume
of beef sales through the platform we
estimate an additional £15m–25m per
year cost applied to beef that is sold
on our platform. This may negatively
impact demand. However we expect
any demand impact to be offset by
a change in consumer habits so the
financial impact on the core business
would be negligible.
Given the scale of the price rise per
item we would expect these effects
to be negligible and the impact on
our core business to be less than
1% of revenue.
Given these price increases will be
broad based it is unlikely Deliveroo
is more or less exposed than any
competitors. Taxes will also have less
impact over time as lower carbon
alternatives start to reach price parity.
We expect that emissions taxes would
be most likely to affect merchants
due to an increase in food prices while
riders who might face an impact from
fuel taxes can more easily switch to
green alternatives.
Management and strategic resilience
Mitigations for Deliveroo will include ensuring we can develop a wide plant-based selection and drive customers towards
those choices. We already have a good selection of vegetarian and vegan restaurants and have rolled out dietary tags in
all markets to support consumers to find these categories. For restaurants, mitigation would include being able to respond
to demand for new plant-based dishes or other meat choices.
We believe the business to be resilient to risks in this scenario given we already have good selection and our restaurant
partners can pivot to meet new demand.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
71Annual Report 2023 deliveroo plc
Focus on food and packaging waste
Future warming impact
Around a third of food is wasted. We therefore expect that there will be
increased awareness and potentially legislation around waste targets or waste
information provisions (e.g. eco-labelling).
Timeframe
In the short term, restaurants will gain
greater awareness of food waste
whereas legislation to provide more
information about food waste is likely
in the medium to long term. Regulation
on packaging waste is likely in the
short term.
Scenarios
More likely in a 2°C or below
scenario where the government
takes significant, proactive action
to mitigate climate risks.
Marketplace impacts (risks)
Restaurants and Consumers
Mandatory targets on reducing waste
or mandatory provision of information
about waste may require restaurants
to change their operations to reduce
waste (for example by measuring
food waste).
Restaurants may start to adopt
sustainable and reusable packaging
which can increase cost.
Core Business
Potential cost increases or
opportunity cost as internal tech
teams are used to develop solutions
to facilitate single-use plastic
charges (e.g. deposit return schemes
which require consumers to pay
a small, refundable deposit on single
use containers).
Marketplace impacts
(opportunities)
Restaurants
An increased focus on food waste
allows for cost savings as restaurants
take action to reduce their food waste.
Innovative packaging options may
support brands to communicate
their sustainability mission to value-
driven consumers.
Our sustainable packaging store
can benefit from increased sales as
restaurants seek sustainable suppliers.
Consumer
Certain types of reusable packaging
may be effective at keeping food
warmer for longer, improving service
outcomes.
Core Business
Our sustainable packaging store can
benefit from increased as restaurants
seek sustainable suppliers.
Materiality
Immaterial
Estimates from WRAP (The Waste
and Resources Action Programme)
suggest there is £10k worth of food
waste from each restaurant in the UK
per year. Applying this to our global
restaurant population and assuming
a reduction of between 1 and 10%
in total cost, there is opportunity
for restaurants to save between
£1.5–15m per year by reducing food
waste. Assuming these costs are then
passed through to consumers, we
would expect a positive increase in
demand. We would expect the impact
on our core business to be less than
1% of revenue. These costs are net of
any process changes that merchant
partners may need to make.
On tech changes, we estimate the
impact of implementing similar
deposit return schemes to be less
than £0.5m.
Management and strategic resilience
On food waste:
We have launched a partner training academy that includes top tips to help restaurants reduce waste.
On packaging waste:
We have continued our packaging subsidy to support our partners to transition to sustainable packaging. Our packaging
webstore supports sustainable packaging sales in our European and Middle Eastern markets.
We believe the business to be resilient to risks in this scenario as the core business risks mostly relate to increased tech
costs. These risks will reduce over time as our tech teams build multiple responses to single-use plastic charges.
Strategy continued
Climate-related risk analysis continued
Task Force on Climate-related Financial
Disclosures statement continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
72 deliveroo plc Annual Report 2023
Increased electrification
Future warming impact
We anticipate that governments will regulate to ensure usage of electric vehicles
(‘EVs’) over time and the wider vehicle market will develop to predominantly offer
EVs over time. We expect this will happen quickest in our European markets.
Timeframe
Medium and long-term.
Scenarios
All.
Marketplace impacts (risks)
Riders
EV charging infrastructure may not keep
pace with the widespread availability
of e-cars and e-bikes, limiting the
efficiency of riders if they have to stop
to charge their vehicle. We anticipate
this will have limited to no- impact on the
core business because we can mitigate
it through working with governments,
local authorities and third parties to
highlight areas where additional charge
points can be installed.
Government regulation may force
adoption of certain green technologies
before they are cost efficient thereby
potentially increasing costs to riders.
In turn, this may encourage riders
towards bikes and e-bikes, changing
our fleet composition. We would
anticipate any operational impact of
this composition shift to be negligible.
Marketplace impacts
(opportunities)
Riders
Lower expected EV running costs
per hour may support lower rider
costs. Transition costs will come
down over time. This represents an
opportunity because we include fuel
costs when calculating the fee offered
to riders driving motorised vehicles.
As the fleet of motorised vehicles
electrifies, this element of fuel cost
will reduce.
Materiality
Immaterial
Not accounting for any transition costs
(which we assume here to be borne
by the wider market and not riders,
e.g. the installation of charge points)
a rider fleet switch from combustion
engines to EVs could save costs related
to fees for car users £18m to £30m on
hourly run costs per year. These cost
savings could be invested back into
other aspects of rider pay.
Management and strategic resilience
Riders will be able to adopt EVs as the wider market for EV manufacture develops and charging infrastructure matures.
We have run trials to understand how best to support riders to transition to EVs. This has given us an understanding of the
riders who are most likely to transition to e-bikes and some of the key barriers relating to cost.
We are exploring installation of charge points at relevant operational sites to increase the efficiency of those riders who are
using EVs.
We believe that electrification represents a positive opportunity to improve operational efficiency (and therefore consumer
outcomes) as well as reduce emissions. We believe we are therefore resilient in this scenario.
Risk management
The Board is responsible for determining the nature
and extent of the significant risks and the relevant risk
responses in achieving the business’s long-term strategic
objectives. The Board determines principal risks on the
basis of the risk management framework set out in the Risk
management and our principal risks section (see page 58).
The Audit and Risk Committee has approved the principal
risk identification and was content that climate-related risk
is not a principal risk. Climate-related risk is nevertheless
included in the wider Company risk register and assessed
at working level as part of risk reviews. Climate-related
risks are identified through risk workshops (informed by
scenario analysis work above), as well as peer benchmarking
(e.g. review of wider industry disclosures) and external
engagement (e.g. trade association engagement where
best practice is shared). Climate-related risk is assessed for
impact and likelihood and is scored on the basis of the risk
management framework set out on page 58.
Impacts are considered in both financial terms (as detailed
on page 72) but also wider business impacts (e.g. reputational)
and the time horizon on which they will materialise is also
considered. On the basis of the overall risk score the climate
risks are then prioritised. This assessment will be kept under
review as part of the Board’s annual principal risk review.
We will continue to update our assessment of climate-related
risk and change our response and categorisation accordingly.
Risks are then managed by the Sustainability team, for example,
targeting investment in markets with the most emissions.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
73Annual Report 2023 deliveroo plc
Risk management continued
In last year’s Annual Report we presented a materiality
assessment of the sustainability and climate-related
opportunities which matter most to our stakeholders and
where we can have the most impact. This is a different
measure of materiality to the risk process set out above.
We have refreshed that analysis this year. We identified and
prioritised climate issues on the basis of this materiality
assessment (which is not the same process as our formal
risk management framework but a framework to understand
what issues matter most to our stakeholders) and our wider
risk identification process, the sustainability team prioritises
resources and develops the appropriate response.
Further actions to help us monitor and respond to climate-
related risks and opportunities (in addition to the general
risk management approach) in FY2023 included:
• Regulatory horizon scanning to understand key areas of
climate disclosure and potential risks and opportunities.
• Considering how our business affects nature and
biodiversity given the interlinkage between climate
change and biodiversity impacts. We hope to publish more
on this issue as the TCFD disclosure framework develops.
Metrics and targets
The metrics to assess climate-related risks are detailed
above and in the general risk management framework.
We assign inherent risk scores on the basis of likelihood
multiplied by impact and then changing the inherent risk
score on the basis of what management actions can be
taken to mitigate risk. In measuring our emissions across
Scopes 1, 2 and 3, we have identified parts of our operations
that have relatively higher levels of GHG emissions. As set
out in the Sustainability Review, these include the emissions
from rider vehicles and rider kit under Scope 3 and we have
launched kit recycling and vehicle transition programmes
to support a reduction in emissions.
Our Scope 1 and 2 emissions are disclosed on page 36.
We have set out our 2035 net zero target on page 38.
To help achieve this, we have also set an interim target of
a 20%–30% absolute reduction in market-based Scope 1 and
2 emissions by the end of 2026 against a baseline year of
2022 as part of our PSP. This range represents our target and
stretch goals for emissions reduction.
As disclosed in our SECR report on page 39, this year our
overall location-based emissions have fallen by 3%. Our
market-based emissions, which are those that are relevant
for the PSP, have fallen by 2.6% against baseline. Against
our PSP baseline the reduction is slightly less as the FY2022
baseline is market-based and excludes markets we have
exited. Our carbon intensity (i.e. emissions against revenue
or order volume) has also fallen.
We are confident that we are on track to meet our net zero
target with this positive progress. We have disclosed our
Scope 3 emissions on page 40 and set a net zero target of
2050 for overall emissions, with an earlier 2040 target for our
category 9 downstream transport emissions. As detailed
in Table A2.1 of the TCFD implementation guidance, these
metrics and targets are based on the categories of ‘GHG
emissions’ and ‘remuneration’ and are actively used by the
business to assess and manage climate-related risks and
opportunities through an understanding of the emissions
intensity of our operations.
We will continue to measure emissions reductions each
year and performance against PSP targets. We also track
capital deployment. That is the amount of investment to
decarbonise Editions, Hop and corporate estate. We have
internal targets around the amount of carbon saved by
the investments alongside the return on investment from
reduced energy costs.
Away from the metrics identified in Table A2.1 of the TCFD
implementation guidance we also track the following
climate-related metrics as part of our usual operations
which are relevant to climate. As above, given we have
not defined climate risk as material to the business, these
metrics do not yet have climate targets associated with
them nor are they used in the context of assessing climate
risk and opportunity. Instead they are business metrics
which have climate relevance and we will consider setting
climate-related targets in future in case they become
material to our operations. The metrics below are all
reported on for the first year, so we are not able to provide
previous year comparators.
• Waste from our Hop sites. Where we measure the sale of
zero waste bags which contain food that would otherwise
be wasted. Good performance on this metric looks like
reducing the overall amount of waste while also making
sure a greater proportion of that waste is directed to zero
waste bags. In FY23 we sold 4,931 of our zero waste bags
from Hop Sites.
• Water usage in our Hop stores. Good performance on this
metric is reducing the overall amount of water used on an
intensity basis (0.25 cubic metres of water per square foot
in FY23). This is based on partial and estimated data and
we will improve accuracy as we collect more data.
• Percentage of deliveries done by bike or electric vehicle.
Good performance here looks like increasing the percentage
of deliveries done on these vehicles. We have provided the
figure for certain zones on page 36. We hope to increase the
level of disclosure next year.
• We do not have an internal carbon price.
These climate-related metrics are chosen because they
represent areas of activity that are more within our direct
control rather than those of our marketplace (e.g. a target
on food waste in restaurants would depend heavily on
restaurant behaviour).
Next steps
The Sustainability Review on pages 31 sets out our wider
programme of work for mitigating and adapting to the
impacts of climate change. This year we provided financial
ranges for some of the climate risks and opportunities.
We will further develop this financial analysis in order to
continue integrating climate risk and opportunity into our
ongoing planning and strategy.
Task Force on Climate-related Financial
Disclosures statement continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
74 deliveroo plc Annual Report 2023
Viability statement
The Directors have voluntarily complied with Provision 31 of
the UK Corporate Governance Code, in which the Directors
are required to assess the viability of the Group over an
appropriate viability period. As part of this assessment, the
Directors have issued a viability statement declaring that they
believe the Group can continue to operate on normal terms
and meet its liabilities for the three-year period from December
2023. In assessing viability, the Directors have considered the
Company’s current financial position and forecasted position,
the business model, our strategy, principal risks and the
resilience of the food delivery industry (see pages 14 to 66).
Assessment period
In considering the viability of the Group, the Directors
considered the three-year period to 31 December 2026.
This period is aligned with the Group’s planning period and
strategic planning period. Whilst the long-term Financial
Plan extends for a five-year period, given the relatively early
stage of the Company’s maturity, along with the rapid pace
of change in the food delivery industry, it is the initial three
years of the plan that are assessed at the most detailed
level. This also corresponds to the remuneration strategy for
senior level employees, and the useful economic life of our
internally developed intangible assets. As such the Directors
have concluded that a three-year time horizon is the most
appropriate period for the viability review.
Long-term prospects
The Group has a strong cash and cash equivalents position
of £603.1 million at the balance sheet date and is successfully
delivering on the plan to further profitability, reaching an
adjusted EBITDA margin (as a % of GTV) of 1.2% in FY2023.
Within the three-year time horizon of the viability assessment,
we expect to continue to deliver on our strategic plan despite
short-term macro pressures.
Planning process
The Group’s overall strategy and business model, as set out
on pages 14 to 16 are fundamental in driving growth in the
business and therefore future prospects.
The Group’s future prospects are assessed through the
strategic planning process. The strategic planning process
involves a detailed review of each country by the CEO and
CFO. This is done in conjunction with the Executive Team, and
culminates in a presentation to and discussion with the Board.
The strategic plan then forms the basis of the Long-Term
Financial Plan (‘LTFP’), which considers the Group’s profitability,
Income Statement and cash flow. This plan is based on a
number of key assumptions, including growth in GTV, revenue
take-rate, and gross margin and savings arising from marketing
and capital expenditure opportunities. The planning process
includes a detailed budget for the next financial year and
progress against this budget is then reviewed monthly and
reported to the Board. The output of the process above reflects
the Directors’ best assessment of the future prospects of the
Group over the next three years, and represents a reasonable
expectation of results, rather than fact.
Stress testing
For the purpose of assessing the Group’s viability, the Board
assessed all of the principal risks detailed on pages 62 to 66 to
determine which risks in particular could present the greatest
threat to future performance and liquidity. Those that were
considered to have the greatest potential to impact long-term
solvency were developed into individual scenarios, to model
how that risk could impact viability.
The scenario planning we have undertaken includes modelling
scenarios from the following risks: External environment and
events – we have modelled an ongoing economic recession
resulting in order volumes remaining flat at FY2023 levels;
Financial condition and growth – we have assumed that the
average consumer continues to experience cost of living
difficulties exacerbated by higher inflation rates and our
ability to improve gross profit margin is impeded, thereby
resulting in a decline to gross profit margin in FY2024, which
then stays flat for the remainder of the period; Competition
and innovation – we recognise the risk that new entrants will
enter the market, or existing competitors will expand their
geographic coverage to break into new territories where
Deliveroo is already operating – we have therefore modelled
the impact of a new entrant in the Middle East market during
2025 and the associated impact on order volumes and costs;
and finally Service availability and Cyber and Data security
– we have assumed that a severe service outage or cyber
incident impacts the ability of the Company to accept orders
for a month, followed by a gradual return of the platform with
orders taking a quarter to recover, in conjunction with a fine
commensurate with a serious incident.
The Board has also considered the potential impact of
changes to environmental factors which may affect the
business model and performance in the future. As set out in
the Taskforce on Climate-related Financial Disclosures (‘TCFD’)
section on pages 67 to 74, there have been no material risks
identified that could impact the Group’s viability.
Whilst each of these scenarios can be considered ‘severe
but plausible’, we also considered an aggregated impact of
sensitivities, taking into account flat order volumes, a decline
in gross profit margin and a severe service or cyber incident,
to test the robustness of the Group’s viability.
In this extreme scenario we did not model any mitigating
actions and there was still sufficient cash to ensure that the
Group will be able to continue in operation to meet its liabilities
as they fall due over the three-year assessment period.
Financing facilities
Since the year-end, the Group has been in negotiation to
replace its Revolving Credit Facility (‘RCF’) which expires on
7 April 2024. It is being replaced with a new RCF for £140 million.
The facility is expected to be effective from 7 April 2024. It
will have an initial term of 36 months which can be extended
by up to 24 months. To date, no drawdowns have been made
under this or preceding facilities.
Viability
As at 31 December 2023, the Group had net assets of
£508.8million (2022: £804.1 million), together with net cash
of £678.8 million (2022: £999.6 million). The Group has a strong
financial position and sufficient cash reserves to draw down
on as needed, as well as the RCF which remains undrawn as at
the date of signing these financial statements.
Based upon the outcome of the stress testing, the Directors
have a reasonable expectation that the Group will have
adequate resources to be able to continue in operation and
meet its liabilities and obligations as they fall due over the
three-year period of assessment.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
75Annual Report 2023 deliveroo plc
Non-Financial and Sustainability Information Statement
This section of the Strategic Report constitutes our Non-Financial Information statement, produced to comply with Sections
414CA and 414CB of the Companies Act 2006.
The outcomes of the relevant policies and standards, any relevant due diligence processes and descriptions of associated
business risk are set out in the relevant sections of this report and are cross-referred to in the information listed.
Reporting requirement Policies and standards which govern our approach Where to find more information
Environmental matters • Streamlined Energy and Carbon Reporting
• Our Sustainability SUpdatedtrategy and six
key pillars
• Climate-related financial disclosures
• TCFD recommended disclosures
• Sustainability review, pages 31 to 41
• TCFD Disclosure, pages 67 to 68
People • Our culture and values
• Equal Opportunities Policy
• Diversity Policy
• Our Code of Conduct – The ‘Roo Way’
• Family Support Policies (including Paternity,
Maternity, Shared Parental Leave, Adoption
Leave and Time off for Dependants)
• Board Diversity Policy
• Flexible Working Policy
• Directors’ Report, pages 128 to 133
• People section, pages 42 to 46
• Sustainability review, pages 31 to 41
• Stakeholder statement, pages 25 to 28
• Gender Pay Gap Report on the
Deliveroo website
Respect for human rights • Health and Safety Policy
• Data Protection Policy
• Privacy policies (policy per relevant
stakeholder, such as our customers, riders,
employees and partners)
• Mental Health and Wellbeing Policies
• Modern Slavery statement and Modern
Slavery Policy
• Anti-Bullying and Harassment Policy
• Sustainability review, pages 31 to 41
• Annual Modern Slavery statement on the
Deliveroo website
Social matters • ‘We Are Deliveroo’ volunteering programme
• Volunteering and Public Duties Policy
• Sustainability review, pages 31 to 41
• People section, pages 42 to 46
Anti-corruption and
anti-bribery
• Anti-Bribery and Corruption Policy
• Anti-Fraud Policy
• Anti-Money Laundering Policy
• Anti-Facilitation of Tax Evasion Policy
• Business Partner Code of Conduct
• Our Code of Conduct
• Spending Deliveroo Money Policy
• Conflicts of Interest Policy
• Speak Up Policy
• Audit and Risk Committee Report,
pages 94 to 101
• Sustainability review, pages 31 to 41
Additional disclosures • Group risk management processes
and procedures
• Business model, pages 14 to 15
• Key performance indicators,
pages 20 to 24
• Risk management and our principal risks
section, pages 58 to 66
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
76 deliveroo plc Annual Report 2023
Governance at a glance
Board leadership and
Company purpose
A An effective Board
→ See p83
B Purpose, values and culture
→ See p83
C Governance framework and
Board resources
→ See p85
D Stakeholder engagement
→ See p83
E Workforce policies and practices
→ See p84
The Governance section sets out the Board’s
corporate governance structures and work
for the financial year to 31 December 2023.
Together with the Directors’ Remuneration
Report on pages 102 to 127, it includes
details of how the Company has applied the
principles and complied with the provisions
of the 2018 UK Corporate Governance Code
(the ‘Code’). The Governance section has
been organised to follow the structure
and principles (A to R) of the Code.
Compliance with the Code
The Listing Rules require that companies listed on the
Premium Listing of the London Stock Exchange describe
in their annual report how they have applied the main
principles of the Code and also any areas where they do not
comply with the Code provisions. Although with a Standard
Listing we are not subject to this Listing Rule requirement,
in recognition of the importance of good governance, as
a Board we committed to voluntarily comply. We consider
ourselves to be fully compliant with the Code for the 2023
Annual Report.
Further information on the Code can be found on the Financial
Reporting Council’s (‘FRC’s’) website: www.frc.org.uk.
Governance highlights
• Enhanced shareholder dialogue
• 97%+ votes in favour of all resolutions at the 2023 AGM
• Considered Board diversity and the FCA diversity targets
• Approved £250 million return of capital to Shareholders
Director changes
• Scilla Grimble was appointed as CFO and member of the
Board with effect from 20 February 2023
• Shobie Ramakrishnan was appointed to the Board as
Independent Non Executive Director with effect from
1 January 2024
Division of responsibilities
F Board roles
→ See p86
G Independence
→ See p79
H External appointments and
conflicts of interest
→ See p128
I Key activities of the Board in 2023
→ See p87
Composition, succession
and evaluation
J Appointments to the Board
→ See p91
K Board skills, experience
and knowledge
→ See p80
L Annual Board and Committee
evaluation
→ See p89
Audit, risk and internal control
M Financial reporting, external auditor
and internal audit
→ See p97
N Review of the 2023 Report
and Accounts
→ See p101
O Internal financial controls and risk
management
→ See p99
Remuneration
P Linking remuneration with purpose
and strategy
→ See p103
Q Remuneration Policy review
→ See p104
R Performance outcomes in 2023 and
strategic targets
→ See p106
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
77Annual Report 2023 deliveroo plc
Chair’s introduction to governance
Introduction
On behalf of the Board, I am pleased to introduce the
Governance Report which describes the activities of
the Board during the year, along with our governance
arrangements and our planned focus for 2024.
It has been a busy year for Deliveroo. As noted in my Chair’s
Letter (on page 12), it has been a time for the Board and
Executive Team to reflect on the Company’s achievements
and articulate our strategic and operational focus and
future trajectory (including our enhanced mission).
Many threads of Board activity were woven into this
including our annual strategy day in June, the consideration
of our capital allocation strategy including our tender offer
to purchase up to £250 million of our shares announced
at the end of September, our Board visit to Italy to
better understand our thriving business there, and the
consideration of our strategy, messaging and financial
guidance ahead of our Capital Market Event (‘CME’) in
November. We have set out some of the key highlights of the
Board’s focus in this report, which I hope gives some insight
into the breadth of our work during the year.
As a Board we have continued to focus on embedding good
governance including our compliance with the UK Corporate
Governance Code, Board/Senior Management composition
and performance, enhancing management and operational
processes, monitoring our culture and the refreshing of our
Company Values. While there are still areas where we need to
improve, we have made good progress.
Board/Committee composition
and diversity
During the year we welcomed Scilla Grimble to the Board
who joined as Chief Financial Officer (‘CFO’) on 20 February
2023. Scilla has made an invaluable contribution to improving
our ways of working and as a partner to the business with
her highly relevant skills and experience. We also welcomed
Shobie Ramakrishnan as a Non-Executive Director (‘NED’)
from 1 January 2024. Shobie has over 20 years of experience
Claudia Arney
Chair
leading technology-driven programmes and currently leads
the technology agenda at GSK in her role as Chief Digital and
Technology Officer.
Maintaining a diverse culture on our Board is very important
and so the Nomination Committee keeps the balance of
skills, experience and knowledge of our Board under review.
We know that an experienced and diverse Board most
effectively supports our Executive Team as it evaluates
the strategic, operational and sustainability issues and
opportunities that affect the Company. We welcome the FCA’s
new listing rule requirements around diversity and inclusion
reporting, which we report on for the first time on page 92.
I am pleased to report that during 2023 our Board make-up
met the gender diversity targets set by the FCA with 50% of
our Board comprised of women, and our Chair, CFO and Senior
Independent Director positions held by women. There are a
number of initiatives underway to promote diversity within
Deliveroo, particularly to increase opportunities for women to
move into more senior roles in the organisation (particularly in
tech). Gender diversity is also a specific target under our 2023
and 2024 PSP awards (see the People section on page 45 and
the Directors’ Remuneration Report on page 102).
Board performance
As noted, I believe that our focus on governance has been
an important factor in our achievements and will play an
important role in our future success. We reported last
year that we had conducted an early externally facilitated
Board and Committee review to get an independent view of
how we were operating and how we could embed robust
governance across the business. This year we conducted
an internally facilitated review covering our progress on
the key areas of focus arising from last year’s review. Our
review concluded that the Board and Committees continue
to operate effectively and improvements continue to be
made in ways of working and in maturing the standard of
governance across the business, particularly on the areas
identified in the independent review. More information on
the process, the outcomes and the proposed actions can
be found on page 89.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
78 deliveroo plc Annual Report 2023
Stakeholder engagement
We know that to drive sustainable value for the Company
our decision making and strategy needs to be informed by
engagement with our marketplace as well as our employees,
shareholders and other stakeholders.
The Board receives updates from our CEO, Chief People
Officer and Dominique Reiniche, our Employee NED, on
employee engagement, diversity and matters impacting
our culture and values. A key highlight this year, was the
refresh of our Company Values which was considered by
the Board following a project led by the Executive Team that
involved significant engagement with employees across the
business. I introduced the launch of the refreshed values to
our colleagues in June. We discussed that a well understood
set of company values which are lived every day are the
building blocks of a healthy culture; and a healthy culture
creates both value for the business and a great place to
work for our employees.
I also welcomed the opportunity to meet several of our
largest investors ahead of our Annual General Meeting last
May to discuss general governance matters. Investors were
interested in how the Board interacts with management
and how key decisions are made, the Board’s views on
strategy, our focus on profitability versus growth and
future opportunities, capital allocation, rider conditions
and our progress on the journey to build a comprehensive
ESG strategy. It was also good to meet investors at the CME
in November and to hear some positive feedback on the
business, our plans and the team. Investor engagement by
our Executives and the Investor Relations team during the
year provided very important context for Board deliberations,
particularly on our strategy and capital allocation. We are
holding our AGM on Thursday, 23 May 2024 and the Board
and I look forward to meeting with shareholders then. More
information on the AGM will be available on the Company
website closer to the meeting date.
For more information on how we have considered our
stakeholders, see the Stakeholder statement on page 25
and our statement on how Directors have had regard to the
matters set out in Section 172 (1) of the Companies Act 2006
on page 29. For more information on our people, see the
People section on page 42.
The following pages provide details of the composition
of our Board, our corporate governance arrangements,
processes and activities during the year, as well as reports
from each of the Board’s Committees.
Claudia Arney
Chair
13 March 2024
Board composition and diversity
as at 13 March 2024
Board gender diversity
Female – 5
Male – 4
Board composition
Chair – 1
Independent Non-Executive Director – 5
Non-Executive Director – 1
Executive Director – 2
Board tenure
<1 year – 1
1+ years – 2
2+ years – 3
>3 years – 3
Board nationality
UK – 5
US – 2
EU – 2
Board independence
Independent (including Chair) - 6
Non-Independent - 3
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
79Annual Report 2023 deliveroo plc
Board of Directors
Claudia Arney
Chair
N
Joined: 23 November 2020
Appointed to Deliveroo plc:
19 March 2021
Nationality:
UK
Experience
Claudia Arney began her executive
career at McKinsey & Company, before
holding roles at Pearson, the Financial
Times, Goldman Sachs and HM Treasury.
She was CEO of Thestreet.co.uk and
Group Managing Director at EMAP.
Claudia’s previous Non-Executive
Director experience includes Chair
of the Remuneration Committee at
Halfords plc, Senior Independent
Director of Telecity Group plc,
Governance Committee Chair at Aviva
plc, Non-Executive Director at Ocado
Group plc and Non-Executive Director
and Interim Chair of the Premier League.
Other appointments
• Department for Digital, Culture,
Media & Sport – Lead Non-Executive
Board Member
• Derwent London plc – Non-
Executive Director and Chair of the
Remuneration Committee
• Kingfisher plc – Non-Executive
Director and Chair of the
Remuneration Committee
• Panel on Takeovers and
Mergers – Member
Will Shu
Chief Executive Officer
Appointed as CEO: 1 February 2013
Appointed to Deliveroo plc:
19 March 2021
Nationality:
US
Experience
Will Shu founded Deliveroo in February
2013, alongside his childhood
friend Greg Orlowski. The two paired
technology with the nation’s best-loved
restaurants to bring great-tasting food
straight to people’s front doors. While
running the London-based company
takes up most of his time, Will still
enjoys regularly delivering food orders
on his bike.
Prior to Deliveroo, Will worked in a
number of finance roles in New York
and London.
Other appointments
None
Scilla Grimble
Chief Financial Officer
Appointed as CFO: 20 February 2023
Nationality:
UK
Experience
Before joining Deliveroo, Scilla Grimble
was the Chief Financial Officer of
Moneysupermarket Group plc. She
was previously Interim Chief Financial
Officer at Marks & Spencer where she
was also Director of Group Finance, and
she has held a range of senior finance
and leadership roles at Tesco. Scilla
spent 10 years at UBS where she was
Managing Director and Head, Consumer
& Retail Investment Banking EMEA, and
she began her career at PwC where she
qualified as a chartered accountant.
Other appointments
• Taylor Wimpey – Non-Executive
Director and Member of the Audit
Committee and the Nomination and
Governance Committee
Key to Committees
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
80 deliveroo plc Annual Report 2023
Dame Karen Jones DBE
Senior Independent Non‑Executive
Director (‘SID’)
N R
Appointed: 1 June 2021
Appointed as SID: 1 January 2022
Nationality:
UK
Experience
Dame Karen Jones DBE brings a wealth
of experience in the restaurant, food
and hospitality sectors, including
founding Café Rouge and creating
and leading the formation of the
Spirit Group. Karen also has strong
experience in executive remuneration,
having previously chaired the
Remuneration Committees of ASOS plc
and Booker plc.
Other appointments
• Whitbread plc – Non-Executive
Director and Member of the
Remuneration and Nomination
Committees
• Hawksmoor – Chair
• Mowgli – Non-Executive Director
• Crown Estate – Non-Executive
Director and Senior Independent
Director
• Firmenich AG – Board Member
Peter Jackson
Independent Non‑Executive Director
A N
Appointed: 1 January 2022
Nationality:
UK
Experience
Peter Jackson has extensive
experience in leading global digital
consumer businesses. He is currently
the Chief Executive Officer of Flutter
Entertainment plc having been
appointed in 2018 following five years
of experience as a Non-Executive
Director of Betfair and then Paddy
Power Betfair.
Peter was Chief Executive Officer of
Worldpay UK (an operating division
of Worldpay Group plc) and Head of
Global Innovation at Banco Santander,
as well as a Director of Santander UK
Group Holdings plc. Peter’s previous
experience also includes Chief
Executive Officer of Travelex and senior
positions at Lloyds Banking Group.
Other appointments
• Flutter Entertainment plc – Chief
Executive Officer
Rick Medlock
Independent Non‑Executive Director
A N R
Joined: 1 October 2020
Appointed to Deliveroo plc:
19 March 2021
Nationality:
UK
Experience
Rick Medlock has had a highly successful
career as a CFO in the technology
industry, working for a range of
international FTSE 100 and Nasdaq-
listed businesses during periods of
high growth. He has held a number of
CFO positions throughout his career,
including at NDS group plc, Inmarsat plc
and Worldpay Group plc. He was also
previously Chair of BluJay Solutions.
Rick brings a wealth of experience as a
former Non-Executive Director and Audit
Committee Chair of several technology-
driven businesses, such as Sophos Group
plc, Edwards Vacuum and Thus plc.
Rick was also previously the Chair of
Momondo Group and Chair of the Audit
Committee for LoveFilm UK Limited.
Other appointments
• Smith & Nephew plc – Non-Executive
Director
• Datatec Ltd – Non-Executive Director
and Member of the Audit, Risk and
Compliance Committee
• Alaska Topco Limited (t/a Nomentia)
– Chair
• British Engineering Services Ltd – Chair
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
81Annual Report 2023 deliveroo plc
Board skills
as at 13 March 2024
Rider
Restaurant
Customer
Marketing
Tech
Platforms
High Growth
International
Grocery/Retail
Operations
Finance/M&A
1
1
1 3
3
4
3
5
5
5
3
1
3
4
4
5
4
1
1
1
Areas of experience Areas of extensive experience
Tom Stafford
Non‑Executive Director
Appointed: 19 March 2021
Nationality:
Irish
Experience
Tom Stafford is Co-Founder and
Managing Partner of DST Global, the
internet investment firm. The firm’s
past and current portfolio includes
Facebook, Alibaba, JD.com, Meituan,
Airbnb, Nubank, Klarna, Robinhood,
Doordash, Checkout.com, Spotify
and Farfetch.
Other appointments
• DST Global – Managing Partner
Dominique Reiniche
Independent Non‑Executive Director,
Designated Employee NED
A N R
Appointed: 1 May 2021
Nationality:
French
Experience
Dominique Reiniche has a wealth of
operational experience in Europe and
also international consumer marketing
and innovation experience. Dominique
started her career with Procter &
Gamble AG before moving to Kraft
Jacobs Suchard AG (now Mondelez)
as Director of Marketing and Strategy
where she was also a member of the
Executive Committee.
Dominique previously held a number of
senior roles at Coca-Cola Enterprises
and at Coca-Cola Company, including
President – Western Europe, President –
Europe, and Chair – Europe. Dominique
was previously a Non-Executive
Director of Peugeot-Citroen SA, Severn
Trent plc and AXA SA.
Other appointments
• Mondi plc – Non-Executive Director
• PayPal Europe – Non-Executive Director
Shobie Ramakrishnan
Independent Non‑Executive Director
A N R
Appointed: 1 January 2024
Nationality:
US
Experience
Shobie Ramakrishnan has over 20
years of experience driving business
success through smart use of data
and technology. She currently leads
the technology agenda at GSK in her
role as Chief Digital and Technology
Officer helping GSK use technology
as a differentiator to discover
transformational medicines, deliver
growth and positive health outcomes
for patients. Before joining GSK, Shobie
held senior technology leadership
roles in organisations including
AstraZeneca, Salesforce, Genentech
and Roche.
Other appointments
• GSK plc – Chief Digital and
Technology Officer
Board of Directors continued
Key to Committees
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
82 deliveroo plc Annual Report 2023
Governance Report
Board leadership and
Company purpose
An effective Board
Our Board is composed of highly skilled professionals
who bring a range of skills, perspectives and corporate
experience to the boardroom (see pages 80 to 82). The
Board is collectively responsible for delivering the long-term
success of Deliveroo for the benefit of its shareholders and
wider stakeholders. The Board leads and provides direction
in the setting of strategy and overseeing its implementation
by management.
To maximise the effectiveness and ensure sufficient time
and attention can be devoted to key matters, the Board has
delegated authority in certain areas to its principal Board
Committees as set out on page 90. The specific activities
undertaken by the Board during the year are set out on page
87. The Board also monitors the Group’s operations within an
agreed framework of controls, allowing risk to be assessed
and managed within agreed parameters. This is discussed
further in the Risk management and our principal risks
section on page 58 and the viability statement on page 75.
The Executive Directors have been delegated responsibility
for ensuring that policies and behaviours set by the Board
are effectively communicated and implemented across the
business. If the Board is concerned or dissatisfied with any
behaviours or actions, it will seek assurance that corrective
action is being taken.
Mission, culture and values
The Board sets the clear tone from the top by satisfying itself
that Deliveroo’s mission, culture and values are aligned with
its strategy.
Mission
We have broadened our Company mission to reflect the
evolution of our business into non-food retail. Our mission is
to transform the way our customers shop and eat, bringing
the neighbourhood to their door by connecting consumers,
restaurants, shops and riders. More information on our
strategy and how we are evolving our business into non-food
retail is set out in the Strategy section on pages 16.
Culture
Our culture is key to the strength of our business, and our
aim is that it aligns with our mission, strategy and values. The
Board reinforces our culture through its decisions, strategy
and conduct. As the cultural tone of a business comes from
the boardroom, safeguarding our culture is a key factor in the
development of the Board’s succession plans.
The Board monitors and assesses the culture of the Group
via regular management updates as well as:
• assessing cultural indicators such as: management’s
attitude to risk; fraud and whistleblowing (‘Speak-Up’)
reporting; compliance with the Group’s Code of Conduct,
policies and procedures; and key performance indicators
(‘KPIs’) such as Peakon employee feedback scores and
staff retention;
• feedback from the Employee NED on her engagement on
employee matters;
• feedback from our wider stakeholders (see the
Stakeholder statement on page 25); and
• independent assurance via the external auditor, the
Internal Audit function and other advisers.
Embedding our culture and values throughout our
organisation is important, and is a key consideration during
our recruitment processes and is reinforced during our
induction programme and performance reviews. It is also
emphasised by the Executive Team-led monthly ‘firmwides’
which are all-Company meetings provided to everyone in the
organisation. Inclusivity is also important, with a focus on
DE&I initiatives as set out in our People section on page 42.
Values
During the year we took the opportunity to refresh our
Company Values. Deliveroo has grown and matured over
recent years and while many of our old Values remain,
it was important to refine and focus our Values to continue
to embed a strong culture to continue to drive business
success, positive marketplace outcomes and to create
a great place for our people to work.
The project to refresh our Values was led by Will Shu and
the Executive Team, tested across the employee population and
considered with the Board. Our Company Values are embedded
in our operational practices through the policies approved
by the Board and the direct oversight and involvement of the
Executive Directors and the Executive Team.
Stakeholder engagement
Approach to engagement
The Board recognises that our business and our behaviours
impact our shareholders and other stakeholders, and that
stakeholder engagement is a key element of delivering
a sustainable business. This activity is taken across our
business at different levels of the organisation with steps
taken to ensure that the Board is aware of this activity and
can also engage with stakeholders as appropriate.
Information on our key stakeholders and how the Board has
considered stakeholder interests during the year are set out
in the Stakeholder statement on page 25 and the Board’s
Section 172 Statement on page 29.
Our marketplace and local communities
Our impact on our marketplace is an important focus of the
Board’s annual deep-dive session on strategy and business
initiatives. During the year the Board also receives regular
updates on matters relating to our consumers, riders and
merchants as well as our key markets, from the CEO and
members of the Executive Team. Highlights during the year
include the Board’s visit to Italy in September 2023 to better
understand our business there, and the key strategic and
business initiatives shared with investors at our Capital
Markets Event in November.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
83Annual Report 2023 deliveroo plc
Stakeholder engagement
continued
Our marketplace and local communities
continued
The Board also receives regular reports on ESG matters.
During the year the Board considered progress against the
sustainability pillars set out in the 2022 Annual Report, as well
as the specific commitments to reduce our direct emissions
and to improve gender representation in our workforce,
as linked to our executive remuneration in relation to
our 2023 and 2024 PSP awards. The Board also approved
the sustainability strategy for 2024 including the further
evolution of our emissions targets. More detail on this can
be found in our Directors’ Remuneration Report on page 102
and the Sustainability review on page 31.
Employees
The Board is committed to a constructive dialogue with our
employees, to enable us to better reflect their interests
in future Company and strategic decisions, and to help
ensure that the Company is a great place to work. Dominique
Reiniche acts as the Employee NED, whose role it is to oversee
engagement between the Board and our employees.
Dominique’s wide-ranging business expertise in both the UK
and Europe enables her to contribute valuable insights as
she engages with our global employee base.
Dominique receives reports on monthly feedback from
our employees through our Peakon surveys and discusses
the outcome with the Chief People Officer. Dominique also
met several times during the period with the Director of
DE&I and her team to consider progress with our diversity,
equity and inclusion (‘DE&I’) initiatives. Dominique reported
to the Board on her views of the key wins and misses
during FY2023 in terms of People initiatives and events
impacting employees. There had been some challenges
due to the redundancy programme during the early part
of 2023 which had impacted Peakon scores as well as the
embedding of the recent return to office policy. There was
also further work to be done on meeting gender diversity
goals. Her engagement plan for FY2024 is aimed at improving
alignment with the priorities/activities of the People Team
to enable a more holistic engagement approach. More
information on the ways in which the Company engages
with its employees and other key stakeholders can be found
in the Stakeholder statement on page 25 and in the People
section on page 42.
Workforce policies and practices
The Executive Directors, with the assistance of members of
the Executive Team, review and approve all key policies and
practices which could impact on our employees or influence
their behaviours, to ensure they support the Group’s mission
and reflect our Values. The Board approves the Remuneration
Policy for the Executive Directors, via the Remuneration
Committee, and has oversight of the wider workforce
remuneration practices (for further information see page 123).
Our policies are readily accessible to employees through
our intranet and new hires are required to confirm their
understanding of these policies during onboarding. This
year we refreshed our Code of Conduct – known as the
‘Roo Way’ – which reflects our commitment to conduct
business in accordance with our Company Values, to act
with integrity and to offer the best experience to our
marketplace. To ensure the Code of Conduct and all other
policies are effectively embedded in our business practices,
we communicate regularly with staff to highlight the key
messages and notify them of any material changes. We also
operate a training programme designed to reinforce essential
compliance messages.
We encourage our employees to embrace high standards
of conduct and to speak out if they witness any wrongdoing
which falls short of those standards. To facilitate this, we have
implemented a whistleblowing policy – known as ‘Speak Up’ –
which is accessible through the intranet. Further information
on this is in the Audit and Risk Committee Report on page 94.
Investor engagement
The Board is committed to maintaining good communications
with existing and potential shareholders. Throughout 2023,
we provided quarterly market updates, including hosting
webcasts for our annual and interim results, as well as our Q4
trading update. The CEO, CFO and the Investor Relations team
met with investors after each financial update, as well as on
an ad hoc basis.
Outside of reported financial results, we hosted two in-person
events for analysts and investors; a grocery seminar on 18
July 2023 and a Capital Markets Event on 29 November 2023.
We also engaged extensively with institutional investors in
August and September ahead of the Tender Offer process,
which concluded in October 2023. Claudia Arney, our Chair, also
engaged with our investors during the year including meeting
with a number of our largest shareholders ahead of our
Annual General Meeting (‘AGM’) on 24 May 2023, and reported
on this to the Board. Further information regarding our
investor engagement is set out in the Stakeholder statement
on page 25.
All shareholders may ask questions by contacting us and we
encourage participation in our 2024 AGM, where shareholders
will have the opportunity to engage with our Board members.
The Notice convening the 2024 AGM will be made available
to shareholders in advance of the meeting and will provide
information on the resolutions to be put to the meeting and
other information relevant to the AGM including how to vote.
The results of the proxy votes on each resolution will be
collated independently by the Company’s registrar and will
be published on the Company’s website after the meeting.
The Company’s 2023 AGM was held on 24 May 2023. All of the
resolutions put to the meeting were passed, receiving over
97% votes in favour.
Governance Report continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
84 deliveroo plc Annual Report 2023
Deliveroo’s governance framework
The Board
The Company is led by the Board of Directors who are primarily responsible for setting the Group’s strategy for delivering
long-term sustainable value to our shareholders and other stakeholders, providing effective challenge to management
concerning the execution of the strategy and ensuring that the Group maintains an effective risk management and internal
control system.
→ Board of Directors on p80
→ Key Board activities during
2023 on p87
→ Chair’s Letter on p12 → Our principal risks on p58 → The Section 172(1)
statement on p29
Board reserved matters
The Board’s terms of reference provide that the Board must consider and approve the following:
• the Group’s purpose, values, general strategy and
objectives including assessing and monitoring the Group’s
culture and its alignment with these;
• review of business performance relative to the Group’s
business plans and budgets;
• major capital expenditure and changes to the Group’s
corporate structure, including significant acquisitions
and disposals;
• financial reporting including major changes to accounting
policies or practices;
• approval of the Group dividend policy including any
recommendation of a final dividend;
• major changes to the capital structure including
borrowings and tax and treasury management;
• ensuring a framework of prudent and effective controls
and establishing procedures to manage risk and to
oversee the internal control framework; and
• determining the nature and extent of the principal risks
the Group is willing to take to achieve its long-term
strategic objectives (the Group’s ‘risk appetite’).
Board Committees
Nomination Committee
The purpose of the Committee is
to ensure that the Board and its
Committees have the appropriate
balance of skills, knowledge and
experience, and that adequate
succession plans are in place for
the Board and the Executive Team
including a diverse talent pipeline.
→ See more on p91
Audit and Risk Committee
The purpose of the Committee is to
monitor the integrity of the Group’s
financial reporting, ensure that an
appropriate relationship is maintained
with the external auditor and monitor
the effectiveness of the Group’s risk
management systems and internal
financial controls, including the principal
and emerging risks.
→ See more on p94
Remuneration Committee
The purpose of the Committee is to
establish the Group’s Remuneration
Policy and ensure that there is a
clear link between performance
and remuneration, including setting
policies for executives that promote
the long-term sustainable success
of the Group and are aligned with the
Group’s strategy.
→ See more on p102
→ The terms of reference for the Board and each of the Board Committees are available on the Group’s website at:
https://corporate.deliveroo.co.uk.
Executive Directors
The Board delegates the execution of the Company’s strategy and the day-to-day management of the business to the
Executive Directors assisted by other members of the Executive Team.
→ Founder and CEO’s Letter on p4 → Group highlights 2023 on p2 → Operating and strategic review on p47
Supporting Executive Team Committees
The Executive Team operates a number of supporting committees that provide oversight on key business activities and risks.
• Executive Committee – Meets on a weekly basis • Executive Risk Committee – Meets on a quarterly basis
→ More information on the Executive Team including their bios are available on the Group’s website at:
https://corporate.deliveroo.co.uk.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
85Annual Report 2023 deliveroo plc
Division of responsibilities
Board roles
Chair
There is a clear separation of responsibilities between
the Chair, Claudia Arney, and the CEO, Will Shu. The Chair is
responsible for leading and managing the business of the
Board primarily focused on strategy, performance, value
creation and accountability; setting and sustaining the culture
and purpose of the Company; and ensuring the Board’s overall
effectiveness, governance and director succession planning.
The Chair also ensures effective communication between the
Board, management, shareholders and the Company’s wider
stakeholders. The Chair works collaboratively with the CEO in
constructively challenging and helping to develop proposals
on strategy, setting the board agenda and ensuring that any
actions agreed by the Board are effectively implemented.
Chief Executive Officer (‘CEO’)
Will Shu is responsible for developing, implementing and
delivering the agreed strategy and for the operational
and strategic management of the Company. He is also
responsible for supporting Directors’ induction into
the business by providing the necessary resources for
developing and updating their knowledge and capabilities
concerning the Company, including access to Company
operations and members of the workforce.
Chief Financial Officer (‘CFO’)
Scilla Grimble is a member of the Executive Team reporting
to the CEO. Her role is to support the CEO in developing and
implementing strategy and the development of business
plans and the Company’s annual budget in collaboration
with the Board. She leads the Finance, Tax, Treasury, Risk
and Internal Control and Company Secretariat teams, and
oversees the Company’s relationship and communications
with the investment community.
Senior Independent Non‑Executive Director (‘SID’)
The Senior Independent Non-Executive Director,
Dame Karen Jones DBE, supports the Chair in her role
and leads the Non-Executive Directors in the oversight of
the Chair. She is available throughout the year, and when
required, to meet with other NEDs to act as a sounding
board and raise any matters. The SID is also available as
an additional point of contact for shareholders.
Employee Non‑Executive Director (‘Employee NED’)
The Employee Non-Executive Director, Dominique Reiniche,
provides a mechanism for the Board to engage with
its employees and wider Employee Resource Groups to
understand their views and ensure these are considered
as part of the Board’s overall decision-making processes.
Non‑Executive Directors
The Non-Executive Directors provide constructive challenge
and strategic guidance, offer specialist advice, and hold
management to account. They monitor the performance
and delivery of the strategy within the risk parameters and
control framework set by the Board.
The Company Secretary
The Company Secretary, Catherine Sukmonowski, acts as
secretary to the Board and each of the Committees. She
is responsible for supporting the Chair, the Board and the
Committee Chairs in delivering the Company’s corporate
governance agenda and ensuring that the Board and
its Committees have the policies, information, time and
resources needed in order to function effectively and
efficiently. All Directors have access to the advice and
services of the Company Secretary.
The Board Committees
The Board delegates a broad range of responsibilities to its Committees (the Audit and Risk, Remuneration and Nomination
Committees). It is therefore important that effective links are maintained between the Committees and the Board. Each
Committee has its own Terms of Reference, which are reviewed annually, and the Board has access to the minutes of Committee
meetings as well as verbal updates at the Board, where appropriate.
The Executive Team
Execution of the Group’s strategy and the day-to-day management of the Company’s activities are delegated to the
Executive Directors with the support of the Executive Team.
In particular, the Executive Team is responsible for:
• furthering the strategy, business objectives and targets established by the Board;
• approving the expenditure and other financial commitments within its authority levels; and
• discussing, formulating and approving proposals to be considered by the Board.
A culture of open dialogue and debate between the Board as a whole, the Executive Directors and the Executive Team is
actively encouraged. Members of the Executive Team and other Senior Managers from across the business are regularly
invited to present at Board meetings and to engage in debate on specific matters to provide deeper insights to the Board.
This is further supported through regular dialogue with, and reports from, management to ensure that the Board is kept
up to date on key developments.
Governance Report continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
86 deliveroo plc Annual Report 2023
Key activities of the Board during 2023
The Board has been busy, having met for seven scheduled board meetings, including the annual review of the Company’s
strategy and an additional three unscheduled meetings. The Non-Executive Directors also met on five occasions without
management present. Board and Committee attendance for regularly scheduled meetings during 2023 is set out on page
88. During this period, the Board has been very mindful of our stakeholders and the possible impacts of events on them.
More information on our key stakeholders is on page 25 and the Board’s consideration of our stakeholders in its decision
making is in our Section 172 (1) statement on page 29.
Board focus during 2023 and up to the date of this report was on the following key areas/activities:
Company strategy and performance
• Received regular updates from the CEO and CFO at each meeting
detailing the performance of the business against the strategic
and financial goals and the competitive/macroeconomic impacts
on the business.
• Approved capital allocation matters including the return of value
to shareholders through a tender offer of up to £250million and
a £50million share purchase programme, as well as a £75million
Employee Benefit Trust (‘EBT’) share purchase programme.
• Annual Board strategy day to discuss/agree the strategic
objectives of the business.
• Board visit to Italy to obtain a deeper understanding of the
Italian business.
• Approved the key messages/guidance to investors as part of the
Capital Markets Event.
• Approved the refreshed Company mission.
• Approved the long term financial plan and 2024 budget.
• Received regular reports from the Executive Team on global
operations, key areas of the business/strategic initiatives and
competitor and external environment context.
• Received regular reports from the General Counsel on material
litigation, regulatory and other matters impacting the business.
People, culture and risk
• Monitored the maintenance of the risk management and internal
control systems, reviewed the Group’s principal risks and
approved its risk appetite.
• Approved the 2023 Gender Pay Gap Report and Modern
Slavery Statement.
• Considered Board succession matters including the appointment
of a new Non-Executive Director.
• Considered the Board’s and organisation’s gender and wider
diversity, including the new FCA Listing Rule requirements for
wider diversity reporting in our Annual Report.
• Approved the refreshed Company Values.
• Received updates from the Nomination Committee, Chief People
Officer and Employee NED on people matters including culture,
retention, values, DE&I, gender pay and the return to office policy.
Environmental, social and governance
(‘ESG’)
• Approved the Board objectives and the annual calendar and
workplan for the Board and Committees.
• Considered the outcome of the Board/Committees Effectiveness
Review and their respective terms of reference.
• Received regular reports from the Chairs of the Audit and Risk,
Remuneration and Nomination Committees on the work of
those Committees.
• Received updates on the progress of the Group’s ESG Pillars (as
set out in the 2022 Annual Report) and commitments to reduce
our direct emissions and to improve gender representation
in our workforce (as linked to our executive remuneration in
relation to the 2023 PSP awards). Approved the Sustainability
Strategy for 2024.
• Approved the plans and resolutions for the 2024 AGM.
• Considered Director interests and any potential conflicts of interest.
• Received regular governance updates from the Company Secretary.
Financial and investor updates
• Received regular reports from the CFO at each meeting detailing
the financial performance and progress against plans and
analyst consensus.
• Discussed and approved the Capital Markets Event content and
statement of guidance.
• Considered and approved the financial statements and
announcements including the Annual Report and preliminary,
interim and quarterly results announcements.
• Received regular investor relations updates from the CFO,
the VP Strategy and Investor Relations and the brokers on the
competitive landscape, investor engagement and feedback,
market reaction to announcements and analysts’ views.
Wider stakeholders
• Considered rider earnings, benefits and conditions and regulatory matters.
• Considered impacts on restaurant partners and customers.
• Considered shareholder and proxy adviser views on strategy, performance and executive remuneration.
• Considered the outcomes of the Chair’s and other engagement with investors ahead of the 2023 AGM.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
87Annual Report 2023 deliveroo plc
Key activities of the Board during 2023 continued
Board and Committee scheduled meeting attendance for the year ended
31 December 2023
Director Board Audit and Risk Nomination Remuneration
Directors as at 31 December 2023
Claudia Arney (Chair, Chair of Nomination Committee) 7/7 N/A 4/4 N/A
Will Shu (CEO) 7/7 N/A N/A N/A
Scilla Grimble (CFO)
1
6/6 N/A N/A N/A
Dominique Reiniche 7/7 6/6 4/4 5/5
Dame Karen Jones DBE (SID, Chair of Remuneration Committee) 7/7 N/A 4/4 5/5
Peter Jackson 7/7 6/6 4/4 N/A
Rick Medlock (Chair of Audit and Risk Committee) 7/7 6/6 4/4 5/5
Tom Stafford
2
6/7 N/A N/A N/A
1. Scilla Grimble joined the Board on 20 February 2023. She attended all meetings since her appointment.
2. Tom Stafford missed one meeting of the Board due to the rescheduling of that meeting which then conflicted with a prior commitment which could not be altered.
Composition, succession
and evaluation
Board composition
The composition of the Board, along with Director
biographies and tenure, can be found on pages 80 to 82.
Board succession planning is focused on ensuring the
right mix of skills and experience on the Board. All new
appointments are made on the recommendation of the
Nomination Committee and are based on merit, keeping in
mind that to deliver our strategy we need a Board which
is diverse and inclusive. Consequently, we believe in the
importance of diverse Board membership.
Our Board is a diverse and effective team, focused on
promoting the long-term success of Deliveroo for the
benefit of all stakeholders. It is the first year that we are
reporting on the FCA’s new Listing Rule requirements (LR
9.8.6(9)) for diversity and inclusion reporting and our full
disclosure can be found in the Nomination Committee report
section on page 92. Information about the wider Company
diversity, equity and inclusion strategy can be found in our
People section on page 44.
Appointment terms and election
of Directors
All of our Directors have service agreements or letters
of appointment and the details of their terms are as set
out in the Directors’ Remuneration Report. The Chair and
Non-Executive Directors are expected to devote necessary
time to perform their duties properly. This is expected to
be approximately two to three days per week for the Chair
and two days per month for the Non-Executive Directors.
The Chair and Committee Chairs may be required to spend
additional time over and above this to carry out their extra
responsibilities. Any external appointments require prior
Chair approval. The service agreements and letters of
appointment are available for inspection at the Company’s
registered office during normal business hours.
The Board considers all Directors to be effective and fully
committed to their roles and to have sufficient time to perform
their duties. The Board has delegated to the Nomination
Committee the responsibility for monitoring the Non-Executive
Directors’ external roles and commitments to ensure they
remain able to devote an appropriate amount of time to their
roles at the Company. In line with the recommendation of the
Code, all Directors will be offering themselves for election or
re-election at the Company’s 2024 AGM.
External Executive appointments
It is recognised that non-executive directorships can provide
a further level of experience for executives that can benefit
the Company. As such, Executive Directors may usually take up
one non-executive directorship (broadly equivalent in terms
of time commitment to a FTSE 350 non-executive directorship
role) subject to the Board’s approval, as long as there is no
conflict of interest. Will Shu, CEO, does not currently hold any
non-executive board positions. Scilla Grimble, CFO, is currently
a Non-Executive Director of Taylor Wimpey plc.
Directors’ interests
Directors have a statutory duty to avoid situations in which
they may have interests that conflict with those of the
Company unless that conflict is first authorised by the Board.
As permitted under the Companies Act 2006, the Company’s
Articles allow Directors to authorise conflicts of interest and,
in accordance with its terms of reference, the Board has
established a policy and set of procedures for managing and,
where appropriate, authorising actual or potential conflicts of
interest. This is monitored by the Nomination Committee.
Our Directors must report to the Chair any changes to their
commitments, any actual or potential conflicts or a change
of circumstances relating to an existing authorisation.
The Directors also complete an annual Directors’ Interests
Questionnaire as part of our year-end processes. Any
conflicts or potential conflicts identified are considered
and, as appropriate, authorised by the Board. Following
our annual review it was confirmed that no circumstances
Governance Report continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
88 deliveroo plc Annual Report 2023
existed which would necessitate that any prior authorisation
be revoked or amended, and the authorisation process
continued to operate effectively.
Board skills, experience and knowledge
Given the fast-paced nature of our business and the
external environment, it is important for our Executive
and Non-Executive Directors to remain aware of recent and
upcoming developments. Our Non-Executive Directors each
received a comprehensive induction plan on joining the
Board, including the following:
• a detailed overview of the operations of each key area
of the business through materials and meetings with key
members of the Executive Team;
• training on their statutory duties as directors of public
companies and the governance structure for the Board
and its Committees;
• meetings with the external auditor and advisers as
appropriate; and
• visits to our key business sites.
The Directors have ongoing access to Senior Management
expertise, receiving regular detailed presentations on key
areas of the business during meetings as well as one-to-
one discussions between meetings, the opportunity to visit
our key business sites and regular updates on key financial,
people and other business matters on our Board information
portal. Our General Counsel, Company Secretary and advisers
provide regular updates on regulatory and corporate
governance matters. Additionally, Directors have access
to independent and professional advice at the Company’s
expense should they determine that this is necessary to
discharge their duties.
Annual Board and Committee
effectiveness review
The Board monitors and improves performance annually by
reflecting on the continuing effectiveness of its activities, the
quality of its decisions and by considering the individual and
collective contribution made by each Board member and the
leadership of the Chair.
Process
Having conducted an extensive external review the prior
year, during 2023 an internally facilitated review of the Board,
Committees and Chair was undertaken. See below for an
outline of the process.
Step one
Questionnaire
A number of questions were prepared by the Company
Secretary, in conjunction with the Chair and Committee
Chairs, covering key areas and particularly, building on the
outcome of the previous year’s review.
Step two
One‑to‑one sessions
The questions were circulated to each Director and
their written responses were followed up with one-
to-one sessions with the Chair to discuss their views
in more detail. The Senior Independent Director also
held one-to-one sessions with Directors to discuss the
Chair’s performance.
Step three
Outcomes
The responses were compiled and presented to the
Board and Committees for discussion, and actions/areas
of focus for the coming year were agreed. The Board also
agreed its objectives for 2024.
Results
Overall feedback from the review confirmed that the Board,
and each of the Committees, are acting cohesively and
effectively and have continued to improve ways of working.
The assessment of individual Director performance including
skills, time commitment, contribution and independence,
confirmed that each Director continues to make a positive
contribution to the Board and relevant Committees.
The themes arising from the review identified some
opportunities for focus and action which will be incorporated
into the Board and Committee plans for the coming year, as
set out on page 90.
Chair performance
Led by the Senior Independent Director, the performance
of the Chair was also assessed as part of the internal
review, including receiving feedback from the Directors
on her performance. The Chair is regarded by all as an
excellent, hard working and authentic Chair. Her objectivity
and independence are clear along with her significant
commitment and strong moral tone. She has built strong
relationships with the Executive Team which helps to ensure
an effective link between the Board and the Executives.
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89Annual Report 2023 deliveroo plc
Governance Report continued
Composition, succession and evaluation continued
2023 Board/Committee effectiveness review
2023 review themes Proposed actions for 2024
Board
Board composition/dynamics
The Board was operating effectively with good debate,
balanced contributions and strong engagement with the
Executive Team.
Good progress has been made on Board composition,
including the appointment of the new CFO and INED.
• Evolve the Board skills matrix to ensure consistency
with current strategy.
• Further opportunities for engagement between the
Board and Executive Team outside of meetings.
Meetings/ways of working
Annual calendar and agendas covered the right topics, with
improved papers and Executive information sharing. Ensure
sufficient time for debates on key priorities.
• Agendas to prioritise strategic topics and ensure
sufficient time for discussion.
• Papers much improved but further focus on clarity
of the key areas for decision/debate.
Board focus/strategic priorities
Good focus on strategy discussions, particularly Board
Strategy Day, CME and Italy trip. Continued focus in this area
including longer-term priorities.
• As the strategy is agreed now need to increase focus on
operations and execution.
• Board focus areas to include culture, talent strategy, tech
roadmap, and risk.
Audit and Risk Committee
The Committee was operating effectively and had made
good progress, particularly with moving the risk and control
maturity agenda forward. Paper content and timeliness had
improved significantly.
• Rebalance of agenda items to leave more time
for discussion.
• Continued focus on risks and controls, particularly, non-
financial risks.
• Further improvements to papers/presentations.
Remuneration Committee
The Committee was operating effectively with improved
agendas and papers. The Remuneration framework is now
embedded and better understood within the business.
• Papers improved but further focus on clarity and
appropriate benchmarks.
• More opportunities for NED feedback, including
post-meetings.
Nomination Committee
The Committee was operating effectively, dialogue was
open and constructive. Good progress on priorities
(i.e. successful appointments of CFO and INED).
• Continued focus on talent management and succession
plans for Board and Senior Executives.
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90 deliveroo plc Annual Report 2023
Nomination Committee Report
As Nomination Committee Chair, I am pleased
to present the Committee’s report for the
year ended 31 December 2023.
Role of the Committee
The role of the Committee is to ensure that plans are in
place for the orderly succession of Board, Committee and
Senior Management positions based on merit and objective
criteria, while maintaining an appropriate balance of skills,
experience, independence and diversity. The Committee
regularly reviews the structure, size and composition of the
Board and its Committees and succession plans, and makes
recommendations to the Board and Committees with regard
to any changes relating to them. We are fully compliant
with the Code in relation to the composition of our Board
and Committees.
As required by the Code, in addition to the Chair, the Committee
is composed solely of independent Non-Executive Directors.
The Company Secretary is secretary to the Committee.
The Committee Terms of Reference can be found at
https://corporate.deliveroo.co.uk.
Committee focus during the year and
for FY2024
The Committee met formally four times during the year, with
additional regular communications to provide updates on
various matters. Meeting attendance can be found on page 88.
During the year as part of our succession planning, the
Committee led the process to identify a new Non-Executive
Director for appointment to the Board, reviewed the talent
and succession plans for the Executive Team and Senior
Management, and Board and senior leadership diversity.
The latter included the refresh of our Board Diversity Policy
to reflect the Financial Conduct Authority’s (‘FCA’) new
requirements for diversity and inclusion reporting, including
targets for board diversity. More information on the work of
the Committee is set out below. We welcome the FCA’s new
reporting requirements and our first Diversity Report is set
out below on page 92.
Board succession planning
On 20 June 2022 we announced the appointment of Scilla
Grimble as Chief Financial Officer. Scilla took up her role as
CFO and joined the Board on 20 February 2023. Scilla was
appointed as CFO following a formal search process led by
executive search firm Egon Zehnder, which we detailed in
last year’s Annual Report.
Committee members
1,2
Claudia Arney (Chair) Independent
Rick Medlock Independent
Dominique Reiniche Independent
Dame Karen Jones DBE Independent
Peter Jackson Independent
1 See page 88 for information on Committee attendance.
2 Shobie Ramakrishnan joined the Committee on 1 January 2024.
Focus areas for 2024
• Keep Board composition and succession under review.
• Continue to monitor Senior Management succession and
talent development pipeline.
• Assess DE&I performance across the organisation.
Roles and responsibilities
• The regular review of the structure, size and composition
of the Board and its Committees including the proper
balance of skills, experience, independence and wider
diversity, and to make recommendations on this to
the Board.
• Succession planning for Directors and the Executive
Team, with a view to ensuring continued strong
leadership of the business and execution of its strategy,
including oversight of the development of a diverse
pipeline for succession.
• Identifying and nominating candidates to fill board
vacancies, including managing the search process.
• Keeping under review potential Director conflicts of
interest disclosed to the Company, including maintaining
appropriate processes for the management of such
conflicts where necessary.
• Assessing Board skills and overseeing Board induction
training and evaluation.
• Overseeing the Company’s policy, objectives and
strategy on Board, Senior Management and organisation
diversity, equity and inclusion.
Claudia Arney
Chair, Nomination
Committee
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91Annual Report 2023 deliveroo plc 91
Board succession planning continued
On 8 November 2023 we announced the appointment
of Shobie Ramakrishnan as Non-Executive Director, who
joined the Board and the Audit and Risk, Remuneration and
Nomination Committees on 1 January 2024. Shobie was
appointed following a formal search process led by executive
search firm Egon Zehnder. The Committee had identified that
it was desirable to appoint a Non-Executive Director with tech
experience to provide further support to the Board in this
complex area. A clear brief was agreed by the Committee to
ensure that prospective candidates would possess the right
skills and experience, and would be the right fit in terms of our
organisational culture and to reflect our aim to maintain an
accessible and diverse Board. A long list of 18 candidates was
reviewed and a shortlist of 3 suitable candidates was agreed,
with interviews conducted by the Chair and members of the
Board, resulting in Shobie’s appointment. The Committee is
satisfied that Egon Zehnder has no other connection with the
Company or any of its Directors and that the advice it received
is independent.
In line with the provisions of the Code and the Company’s
Articles, each of our Directors is required to seek election or
re-election annually at the Company’s AGM. The effectiveness
and commitment of each of the Non-Executive Directors is
reviewed annually as part of the Board effectiveness review.
The Committee is satisfied with the individual skills, relevant
experience, contributions and time commitment of each
of our Non-Executive Directors, taking into account their
external appointments and interests. The Board is therefore
recommending the election or re-election of all continuing
Directors at this year’s AGM.
Looking forward
Following an externally facilitated Committee review last
year, we conducted an internally facilitated review this year
with the results set out on page 89. Our review concluded
that the Committee was working well and had made good
progress on its priorities. Given the importance of Board and
Senior Management succession planning and the monitoring
of diversity to the long-term success of the Company, the
Committee will continue to dedicate significant time and
focus to this topic in 2024.
Claudia Arney
Chair, Nomination Committee
13 March 2024
Reporting on our diversity
The Board believes that its perspective and approach
can be greatly enhanced through diversity of age, gender,
nationality, ethnicity, sexual orientation, socio-economic
backgrounds, cognitive and personal strengths, tenure
and relevant experience. We recognise that the delivery of
our strategy requires the promotion of a high-performing
culture, characterised by a diverse and inclusive Board.
During the year, the Nomination Committee reviewed and
updated the Board’s Diversity Policy to reflect progress
made over the past few years, to clarify its application to the
Board’s Committees and to reflect the FCA’s Board diversity
targets. While all Board/Committee appointments are based
on merit, the Committee considers candidates against
objective criteria and with due regard to the benefits of
diversity. The Board is committed to diversity on the Board
and aspires to meet the FCA targets on board diversity.
The Committee also monitors the diversity of the Executive
Team and wider Senior Management and the talent pipeline.
Set out on page 93 is the detailed report on our gender and
ethnic diversity representation for our Board and Executive
Management, as well as our approach to data collection
which is based on self-reporting. During 2023 our Board
make-up met the gender diversity targets set by the FCA but
not wider ethnic diversity. For Executive Management (which
includes our Executive Team and our Company Secretary)
60% of our leadership was male versus 40% female. For
ethnic diversity, Executive Management comprised 70%
white, 20% ethnic minority and 10% not specified/prefer
not to say.
The Board is committed to supporting the efforts of the
Executive Team on DE&I matters. There are a number of
initiatives underway to promote diversity within Deliveroo as
set out in the People section on page 42. There is a particular
focus on increasing opportunities for women to move into
more senior roles in the organisation (particularly in tech)
with gender diversity a specific target under our 2023 and
2024 PSP awards (see the Directors’ Remuneration Report
on page 102).
Nomination Committee Report continued
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92 deliveroo plc Annual Report 2023
Board diversity report summary
FCA Board diversity targets Board performance as at 31 December 2023
At least 40% of the board are women. 50% of our Board are women.
At least one senior board position (Chair, CEO, CFO or
Senior Independent Director) is a woman.
Each of our Chair, CFO and Senior Independent Director
are women.
At least one member of the board should be from
an ethnic minority background, excluding white
ethnic groups.
No Directors reported that they are from an ethnic minority
background, with three Directors specifying they preferred
not to say.
Board Diversity Policy applies to the Board and
its Committees and covers aspects such as
ethnicity, sexual orientation, disability, and socio-
economic background (in addition to the previous
requirements of age, gender, or educational and
professional backgrounds).
Our Board Diversity Policy covers these requirements.
Reporting table on sex/gender representation (as at 31 December 2023)
Number of
board members
Percentage on
the board
Number of
senior positions
on the board
(CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage
of executive
management
Men 4 50% 1 6 60%
Women 4 50% 3 4 40%
Other categories 0 0.0% 0 0 0%
Not specified/preferred not to say 0 0.0% 0 0 0%
Reporting table on ethnicity representation (as at 31 December 2023)
Number of
board members
Percentage on
the board
Number of
senior positions
on the board
(CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage
of executive
management
White British or other White (including minority-
white groups) 5 62.5% 3 7 70%
Mixed/Multiple ethnic groups 0 0.0% 0 1 10%
Asian/Asian British 0 0.0% 0 0 0%
Black/African/Caribbean/Black British 0 0.0% 0 0 0%
Other ethnic group, including Arab 0 0.0% 0 1 10%
Not specified/prefer not to say 3 37.5% 1 1 10%
Data collection approach
At the Board level, as part of our annual year-end verification process, Directors voluntarily self-disclosed their gender and
ethnicity. These self-disclosures were used for the review against diversity targets.
At the Executive Management level, we use data collected as part of wider employee diversity reporting. Where data can
be legally collected, all leaders and employees at Deliveroo are invited to voluntarily self-report across gender and ethnicity
in our human resources information system (‘Workday’). This data is pulled in aggregate for the Executive Management team
to remain anonymous. It is made clear to employees that their self-reporting is completely voluntary and confidential.
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93Annual Report 2023 deliveroo plc
Audit and Risk Committee Report
Committee members
1,2
Rick Medlock (Chair) Independent
Dominique Reiniche Independent
Peter Jackson Independent
1. See page 88 for information on Committee attendance.
2. Shobie Ramakrishnan joined the Committee on 1 January 2024.
Focus areas for 2024
• Continue to monitor plc governance and further
improvements in ways of working.
• Consider the key risks to the business and monitor our
risk and internal controls processes as these become
further embedded.
• Review of cyber security, IT general controls and
resilience processes including platform security risks
and business continuity plans.
• Monitor the development and progress of ESG and
TCFD reporting.
• Oversee planned accounting process improvements
and automation.
• Review the 2024 UK Corporate Governance Code
requirements and guidance particularly in the context
of our internal review of controls.
Roles and responsibilities
• Monitoring the integrity of the Group’s financial
statements and announcements relating to the
Group’s financial performance, including the review
of significant financial reporting judgements.
• Consideration of the Group’s viability statement and
going concern assessment.
• Advising on whether the Annual Report and Accounts,
taken as a whole, is fair, balanced and understandable.
• Assessing the effectiveness of the external audit
process and quality, the independence of the external
auditor, and negotiating and approving the terms of
engagement and fees.
• Approving the policy on the engagement of the
external auditor to supply non-audit services and
approving such services.
• Reviewing our whistleblowing procedures (known
internally as ‘Speak Up’) and monitoring investigation
outcomes and follow-up actions.
• Monitoring and reviewing the effectiveness of the
Group’s internal audit function, and the effectiveness
of the Group’s risk management and internal
control processes.
• Advising the Board on the Group’s overall risk appetite,
tolerance and strategy and on the current risk
exposures and future risk strategy.
• Reporting to the Board on how the Committee has
discharged its responsibilities.
Rick Medlock
Chair, Audit and
Risk Committee
13 March 2024
As Chair of the Audit and Risk Committee, I am
pleased to present the Committee’s report
for the year ended 31 December 2023.
The Committee has continued to play a vital role in assisting
the Board by providing independent challenge, oversight
responsibility and monitoring of the integrity of our financial
information and controls, for the benefit of our shareholders.
The Committee Terms of Reference can be found at
https://corporate.deliveroo.co.uk and more information
on the composition of the Committee is set out on page 95.
I would like to take this opportunity to welcome Shobie
Ramakrishnan, who joined the Committee on 1 January 2024.
Committee focus during the year and
for FY2024
The Committee met six times during FY2023 discussing a range
of topics at each meeting as set out on page 96. The Committee
also met separately with the external auditor and VP Assurance.
In addition, the Committee Chair holds regular private sessions
with the CFO, senior members of the finance and legal teams,
and the Company Secretary, to ensure that open and informal
lines of communication exist should they wish to raise any
concerns outside formal meetings.
We have seen significant progress since the IPO on the
maturity of ways of working, engagement with the external
auditor and financial/internal control processes particularly,
supported by Scilla Grimble who joined as CFO during the
year. Consequently, we spent time considering the approach
to our agenda and meetings for FY2024 and agreed that
the maturity of processes meant that we could be more
targeted in our work, leaving more time for more in-depth
discussion on areas of focus, particularly on key risks.
Our areas of focus for 2024 are set out in the box on this page.
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94 deliveroo plc Annual Report 2023
Following personnel changes we also reassessed our risk
management and internal audit functions and decided
to combine these under our new VP Assurance. The aim was
to align activities in these areas to gain a more comprehensive
and unified view of risks and the effectiveness of our internal
controls via integrated sources of assurance, leading to more
effective oversight within the organisation. More information
on this is set out on page 100.
We reported last year that we had conducted an early
externally facilitated Board and Committee review to get
an independent perspective of how we were operating
and how we could embed robust governance across the
business. We conducted an internally facilitated review
this year with the results set out on page 89. Our review
concluded that the Committee continues to operate
effectively and has made good progress, particularly with
moving the risk and control maturity agenda forward.
Corporate governance reporting
Throughout the year the Committee was updated regularly
on progress of the outcome from the BEIS review ‘Restoring
Trust in Audit and Governance’ culminating in the 2024 UK
Corporate Governance Code issued in January 2024. The
Committee will focus on compliance with the updated 2024
Code as it relates to the work of the Committee. Particularly,
the enhanced requirements around the Board’s review of
the Company’s risk and internal control framework and the
effectiveness of material controls, including the disclosures
to be made in the Company’s Annual Report.
During the year, the Board received notification from the
FRC’s Corporate Reporting Review Team that the Company’s
FY2022 Annual Report and Accounts had been selected
for review
1
. The Committee and management welcomes
the FRC’s drive for continuous improvement in the quality
of financial reporting, and I am pleased to confirm that,
although they set out some matters for our attention, the
FRC had no specific queries that they wished to raise with
us following their review. The observations and points of
feedback they provided were considered by the Committee
and management as part of our processes for compiling the
2023 Annual Report.
Looking forward
Looking ahead, there are a number of priority areas which
the Committee will be focusing on, including key risks,
the continued evolution of the Group’s internal controls
environment and compliance with the 2024 Code.
The remainder of this report contains the work of the
Committee and matters addressed by it during the year,
which should be read in conjunction with the Independent
Auditor’s Report from page 135 and the Group’s financial
statements from page 143. This includes the significant
accounting matters and issues relating to the financial
statements that the Committee assessed, which can be
found on page 97.
Rick Medlock
Chair, Audit and Risk Committee
13 March 2024
Committee membership
and Code compliance
As required by the Code, the Committee comprises three
independent Non-Executive Directors. All Committee
members have past employment experience in either
finance or accounting or senior management roles and
have knowledge of financial reporting, the tech sector
and/or international businesses. Rick Medlock as Chair
of the Committee has held a number of CFO positions
throughout his career and is a qualified chartered
accountant. Rick is also the Audit Committee Chair for
Smith & Nephew plc. As such, the Board is satisfied that
in compliance with the Code the Committee, as a whole,
has the relevant business sector competence, and Rick
Medlock has recent and relevant financial experience.
Further details of the Committee members’ experience
can be found in their biographies on pages 80 to 82.
1. The Committee notes that the FRC letter provides no assurance that the annual report and accounts are correct in all material respects as the FRC’s role is not
to verify the information provided but to consider compliance with reporting requirements.
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95Annual Report 2023 deliveroo plc
Main activities during 2023 and following the year‑end
During the financial period until 31 December 2023 and following the year-end the Committee focused on the following key areas.
Financial and
narrative
reporting
• Regular updates on Group accounting processes and policies including progress updates related
to projects to automate financial reporting processes and data flows and updates to and new
judgemental areas.
• Review of FY2022 audit/Annual Report processes and recommendations in the external auditor’s
management letter, and monitoring of the agreed actions.
• Review of the observations made by the FRC in its Corporate Reporting Review on the FY2022
Annual Report.
• Review of financial reporting matters including the approval of market announcements for the
interim results, trading updates and the preliminary 2023 year-end results, as well as the review
and recommendation for approval of the 2023 Annual Report.
• Review of plans and process for the preparation of the Annual Report and Accounts for FY2023
including Code and regulatory requirements, timelines, verification and resource.
Risk
management
and internal
control
• Review of the adequacy and effectiveness of the Group’s risk management systems and internal
control processes through evaluating: the risk management framework; the Group risk register;
internal audit reports; and business and financial control updates.
• Review of preparedness for anticipated changes to the Corporate Governance Code - particularly
in relation to internal controls – and the published 2024 Code.
• Review of updated principal risks including the risk appetite proposal for recommendation to
the Board.
• Review of information and cyber security, IT general controls and resilience processes, platform
security risks, business continuity plans and user access controls.
• Approved Financial Code of Conduct for Senior Finance Officers.
• Review and recommendation to the Board of the Group’s insurance programmes, including
Directors and Officers, and Cyber and Corporate Insurances.
Internal audit • Review of progress in establishing the internal audit function, the scope of the function and re-
approval of the Internal Audit Charter.
• Review and approval of the Internal Audit Plan for FY2023 and review of reports on internal audit findings
and progress on delivery of management actions and the effectiveness of the function.
Relationship
with the external
auditor
• Approval of the external audit plan for FY2023.
• Review of the scope of, and findings from, the external audit for FY2023 undertaken by Deloitte
as the external auditor.
• Assessment of the effectiveness of the external audit process and the performance, continued
objectivity and independence of the external auditor.
• Review of fees for permitted non-audit services, along with the review of the Non-Audit Services
Policy and processes.
• Approval of the reappointment of Deloitte as external auditor for FY2024 and associated fees.
Governance,
compliance,
whistleblowing
and fraud
• Corporate governance and regulatory matters including reporting against the TCFD requirements,
consideration of BEIS audit and corporate reform proposals and the 2024 Code.
• Ongoing review of progress on financial integrity assurance, business continuity management and
embedding of the risk and controls matrix.
• Regular updates on tax and treasury matters including transfer pricing.
• Review and approval of new and/or amended policies including the Treasury Policy, Policy on
exceptional items and Policy on Non-Audit fees.
• Review of business integrity measures (including the Speak Up process) and other legal and compliance
matters including monitoring investigation outcomes and any appropriate follow-up actions.
Audit and Risk Committee Report continued
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96 deliveroo plc Annual Report 2023
Financial reporting and significant financial judgements
The Annual Report seeks to provide the information necessary
to enable an assessment of the Company’s position and
performance, business model, strategy and principal risks.
The Committee assists the Board with the effective
discharge of its responsibilities for financial reporting, and
for ensuring that appropriate accounting policies have
been adopted and that management has made appropriate
estimates and judgements.
In preparing the financial statements for the period, there
were a number of areas requiring the exercise of a high
degree of judgements. These areas have been discussed with
the external auditor to ensure the Group reaches appropriate
conclusions and provides the required level of disclosure. The
significant issues considered by the Committee in respect of
the Annual Report are set out below.
Significant matters for the year
Significant matters for the
year ended 31 December 2023 How the Committee addressed these matters
Provisions and
contingent liabilities
The Group is subject to various legal and regulatory investigations and challenges across its
jurisdictions. Judgement is applied in assessing each matter on a case-by-case basis, with
reference to the criteria set out in IAS 37 Provisions, contingent liabilities and contingent assets
and all the available information in relation to each case, including the existence of an obligation,
scope of any claims and the likelihood of any associated economic outflow, the availability of
reliable data for the quantification of any economic outflow, is reviewed to determine whether
a provision or a contingent liability is indicated, and if so the measurement of the amount.
The committee discussed the key judgements underpinning the calculation of provisions and
contingent liabilities, and the assessment as to whether an outflow was “probable” or “likely”,
in light of the overall risk landscape and looking back on the prior period closing positions.
The Committee concluded that the judgements made by management were reasonable and
was satisfied with the associated disclosures.
Valuation of
investment in
subsidiary
The carrying value of the investment that Deliveroo plc holds in its wholly owned subsidiary,
Roofoods Ltd is £3.2 billion (2022: £3.2 billion). The market capitalisation of the Group at year-
end was below the carrying value of the investment, constituting an indicator of impairment.
Judgement is exercised when assessing whether the investment value should be impaired.
Management prepared a discounted cash flow to estimate the future cash flows of the
Roofoods Group, based on the long-term financial plan, a long-term growth rate, and a discount
rate. The impairment model is sensitive to a change in any of these key assumptions, individually
and in combination.
The Committee considered the key assumptions used in evaluating the recoverable amount of
the investment in subsidiary and the associated sensitivity analysis prepared by management.
The Committee concluded that the assumptions underpinning the discounted cash flow were
reasonable and was satisfied with the related disclosure.
Going concern and
viability statement
reporting
The Committee discussed the Group’s considerations in assessing the appropriateness
of adopting the going concern basis of accounting and considered the financial statement
disclosures in respect of adopting the going concern basis in preparing the financial
information. The Committee concluded that adopting the going concern basis and the
disclosures given were appropriate.
The Committee discussed the key assumptions used in evaluating the long-term viability
of the Group, the time period for the viability statement and the stress testing used as a basis
for conducting the overall assessment. The Committee concluded that the assumptions made
and the wording included in the viability statement were appropriate.
Other matters Capitalised development costs – judgement is exercised in identifying the development
projects which meet the recognition criteria set out in IAS 38 Intangible assets. Management has
continued to evolve the process of capitalised development costs, making improvements to the
way projects are identified, and measured.
For all other matters, the Committee considered management’s judgements and estimates
related to the valuation and recognition of development assets and reviewed the relevant
disclosure. The Committee concurred with management’s judgements and estimates and was
satisfied with the disclosures.
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97Annual Report 2023 deliveroo plc
External auditor
The Committee’s responsibilities include making
recommendations on the appointment, reappointment
and removal of the external auditor and overseeing its
effectiveness and independence. The Committee also assesses
the qualifications, expertise, resources and independence
of the external auditor and the effectiveness of the audit
process. The Committee reviews annually the appointment of
the auditor (taking into account the auditor’s effectiveness and
independence) and makes a recommendation to the Board
and its shareholders accordingly.
During the period the Committee approved the terms of
engagement with Deloitte for FY2023, the external audit plan
and the proposed audit fee. In line with the Committee’s
Terms of Reference and the Code, the Committee reviewed
the effectiveness of the audit process. This included an
assessment of the quality of the audit, the experience of
the audit partners engaged in the audit, the handling of
key judgements by the auditor, the auditor’s response to
questions from the Committee, and also the nature and
extent of challenge demonstrated by the auditor in its work
and interactions with management. The Committee also
assessed the performance of the external auditor in respect
of the overseas subsidiary audits. Auditor independence
and objectivity were assessed, including the nature of other
work undertaken for the Group. In view of this, and having
considered the continued objectivity, independence and
effectiveness of the auditors, the Committee considers it
to be in the best interests of the Company’s shareholders for
Deloitte LLP to remain as external auditor for the upcoming
financial year.
Deloitte was first appointed as auditor of the Group in
FY2018, and was reappointed at our AGM held on 24 May
2023. The current external audit engagement partner
is Mark Lee-Amies. The Company will continue to monitor
auditor tenure and put the external audit contract out
to public tender at least every 10 years and will seek
the rotation of the audit partner in line with regulation.
The Committee is also satisfied that the Company is in
compliance with the Statutory Audit Services for Large
Companies Market Investigation Order 2014 (Mandatory
Use of Competitive Tender Processes and Audit Committee
Responsibilities) for the financial year under review.
Non‑audit services
The Committee recognises that the independence of the
external auditor is an essential part of the audit framework
and the assurance that it provides. In line with the FRC’s Ethical
Standard, the Committee has adopted a policy which sets
out a framework for determining whether it is appropriate
to engage the Group’s auditor for non-audit services and for
pre-approving non-audit fees. The overall objective of the
policy is to ensure that the provision of non-audit services
does not impair the external auditor’s independence or
objectivity. The total value of non-audit services that can be
billed by the external auditor will normally be restricted by
a cap set at 70% of the average audit fees for the preceding
three years, as defined by the FRC.
The policy sets out the nature of non-audit services for which
the auditor may be engaged, as long as the Committee is
satisfied that the safeguards proposed by the auditor are
sufficient to mitigate any real or perceived threats to their
objectivity or independence. The following annual limits and
approvals will apply to non-audit fees subject always to the
review and approval in aggregate, twice-annually of any non-
audit projects approved by the VP Finance or the CFO:
• in any one financial year, the VP Finance has the authority
to approve projects which, in aggregate, do not exceed
£100k, in anticipated or approved fees;
• where, in aggregate, anticipated and approved non-audit
fees in any one financial year exceed £100k, but are less
than £250k, the project(s) must be approved by the CFO; and
• where, in aggregate, the anticipated and approved
fees in any financial year exceed £250k, the project(s)
must be approved by the Committee, in advance of any
formal commission.
During FY2023 the external auditor was not engaged to
provide permitted non-audit services (FY2022: Nil). Details
of fees to the external auditor during the financial year can
be found in note 29 to the financial statements.
Audit and Risk Committee Report continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
98 deliveroo plc Annual Report 2023
Evaluation of internal controls
The Board is ultimately responsible for the Group’s system of
internal controls and risk management and it discharges its
duties in this area by:
• determining the nature and extent of the principal risks
it is willing to accept in achieving the Group’s strategic
objectives (the Board’s risk appetite); and
• challenging management’s implementation of effective
systems of risk identification, assessment and mitigation.
The Committee is responsible for reviewing the
effectiveness of the Group’s internal control framework and
risk management arrangements. The system of internal
control is designed to manage rather than eliminate the risk
of not achieving business objectives, and can only provide
reasonable and not absolute assurance against material
misstatement or loss. This process complies with the
Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting issued by the FRC. It also
accords with the provisions of the Code.
Details of the Group’s risk management process and the
management and mitigation of principal risks together
with the Group’s viability statement can be found in the Risk
management and our principal risks section on page 58 and
viability statement on page 75.
The Board, through the Committee, has carried out a
robust assessment of the principal risks facing the Group
and agreed the nature and extent of the principal risks it
is willing to accept in delivering the Group’s strategy (the
Board’s risk appetite). It has considered the effectiveness
of the system of internal controls in operation across the
Group for the period covered by the Annual Report and up
to the date of its approval by the Board. This review covered
the material controls, including financial, operational and
compliance controls and risk management arrangements.
Since IPO, the Company has continued to mature its systems
of internal control, initially to reflect the outcome of the FPPP
Report and more recently to ensure preparedness for the
anticipated changes to the UK Corporate Governance Code,
with particular focus on the approach to the internal control
environment. Our approach in this area has been to identify
our internal controls standard, seek to identify gaps thereon
and implement improvements and changes to our internal
control environment with a particular desire to automate
controls and enhance and mature the internal control
environment across all parts of the business.
Control environment
Our internal control framework is built upon established
entity-level controls which include mandatory training in
relation to the Group’s key corporate policies. The Group
defines its processes and ways of working through
documented standards and procedures which guide the
way the Group operates.
The key corporate policies include the following areas:
• Code of Conduct;
• Inside Information, Disclosure and Share Dealing;
• Whistleblowing (known internally as ‘Speak Up’);
• Conflicts of Interest;
• Anti-Bribery and Corruption;
• Anti-Facilitation of Tax Evasion;
• Anti-Fraud;
• Anti-Money Laundering;
• Modern Slavery;
• Sanctions;
• Data Protection;
• Use of Generative AI; and
• Information Security.
There are established procedures for the delegation
of authority to ensure that decisions are made at an
appropriate level within the business dependent on either
the magnitude or nature of the decision. This includes the
Matters Reserved for the Board and our internal Delegated
Authority Policy.
Access to our IT systems and applications is designed to
be provided subject to access provisioning processes with
the principle of ‘least privilege’, as appropriate, to enable an
individual to perform their role and to enforce appropriate
segregation of duties within business processes.
On joining the Group all employees are required to confirm
that they have read and understood the key corporate
policies, as well as other policies and standards that
specifically relate to their role. Employees are also subject
to ongoing training on key policies to reinforce essential
compliance messages.
The Group continues to strengthen the control environment
by embedding the risk management and internal control
framework within each function. A summary of the key risk
management activities undertaken by the Group is included
in the Risk management and our principal risks section on
page 58 and viability statement on page 75.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
99Annual Report 2023 deliveroo plc
Control environment continued
During FY2023 the Risk, Control and Compliance team,
with the help of risk owners, continued embedding the
risk management and internal control framework and
reported to the Committee regularly on the status of agreed
enhancements to key controls, as well as the remediation
of any control deficiencies identified. The Group continues
to develop its ‘three lines of defence’ assurance model with
the objective of embedding effective risk management and
control throughout the business and providing assurance to
the Board and the Committee of the effectiveness of internal
control and risk management across the organisation.
This comprises the following:
• first line of defence – functional management which is
responsible for embedding risk management and internal
controls into its business processes;
• second line of defence – functions that oversee or
specialise in risk management and compliance-related
activity. They monitor and facilitate the design and
implementation of effective risk management and control
activities by the first line. These functions include: Risk,
Control and Compliance; Ethics & Compliance; Finance;
Information Security; Data Protection and Privacy; Legal;
and Company Secretariat; and
• third line of defence – functions that provide independent
objective assurance to the Board, the Audit and Risk
Committee and Senior Management regarding the
effectiveness of the first and second lines of defence.
More information on the three lines of defence model can
be found in the Risk management and our principal risks
section on page 58.
Internal audit
The role of the Internal Audit function is to provide independent
and objective assurance that the Company’s risk management
and internal control systems are well designed and operate
effectively. The VP Assurance reports functionally to the
Committee and administratively to the Chief Finance Officer.
The purpose, scope, independence and authority of internal
audit is defined within its Charter which is approved annually
by the Committee. The Internal Audit function has unrestricted
access to, and communication and interaction directly with,
the Committee and the Board, including in private meetings
without management present. The function also liaises with
the external auditor, discussing relevant aspects of their
respective activities which ultimately supports the assurance
provided to the Committee and Board.
The Internal Audit function was established following the
appointment of the Head of Internal Audit in December 2021,
superseded by the appointment of the VP Assurance in
September 2023. The appointment of the VP Assurance led
to the combination of the Internal Audit team and the Risk,
Compliance & Control team under a single leader, with the
goal of enabling more integrated, effective and efficient
delivery of risk and assurance activities to drive quicker
and more sustainable improvements to risk management
and internal control. The following helps to achieve the
independence objectives of the function:
• the VP Assurance reports separately on the activities
of the Risk and Internal Audit teams to the Audit & Risk
Committee and the Board;
• in any instances where the work of Internal Audit audits
the activities of the Risk, Compliance & Control team,
an independent senior leader at the same level as the
VP Assurance is assigned to perform quality assurance
of the audit work performed; and
• as noted, the responsibilities of Internal Audit are set out
in the Internal Audit Charter which are considered and
approved by the Committee on an annual basis.
The function uses an enterprise-wide risk assessment
to provide a risk-based audit plan for the approval of the
Committee. Engagements are selected to provide coverage
across the highest-rated principal risks and to address
requests from management, the Committee and the Board.
At each Committee meeting, an update on internal audit is
provided. This includes an update on progress against the
Internal Audit Plan, findings arising from audits conducted
and the tracking of remedial actions. The Committee
routinely meets independently with the VP Assurance to
discuss the results of the audits performed and to consider
any additional insights obtained on the risk management
and control environment across the organisation.
During 2023 the work completed by Internal Audit included
areas of internal controls over financial reporting, cyber
security, partner payments, share awards and the use
of artificial intelligence models, as well as following up
on management actions identified in prior-year audits.
In 2024, reviews are planned in areas of information
security, data management, internal controls over financial
reporting, procurement, third-party management and
marketing effectiveness.
The Committee considers that the Internal Audit function
is effective and provides appropriate assurance on the
controls in place to manage the principal risks facing
the Group.
Audit and Risk Committee Report continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
100 deliveroo plc Annual Report 2023
Whistleblowing (known internally as
‘Speak Up’)
Our whistleblowing platform – supported by our Speak Up
Policy – provides an important channel for employees and
other parties to report any concerns regarding suspected
misconduct. The policy is accessible to all employees via
the intranet. We regularly reinforce our zero tolerance to
retaliation through communications with employees and
encourage colleagues to raise issues either in person or
confidentially via our digital platform, should they wish to do
so. Case management is overseen by the Ethics & Compliance
team and reports are independently investigated by subject
matter experts as appropriate.
The Committee receives regular reports on investigation
outcomes as well as bi-annual reports of trends arising from
Speak Up investigations. These reports provide the Committee
with perspective on workplace culture and common
employee concerns. The Committee assists the Board in
ensuring that effective arrangements remain in place for the
proportionate and independent investigation of such matters
as well as appropriate follow-up action, with the findings
reported to the Board as necessary.
Financial reporting
Management is responsible for establishing and maintaining
adequate internal controls over financial reporting. These
are designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external reporting purposes.
The financial reporting internal control system covers the
financial reporting process and the Group’s process for
preparing consolidated accounts. It includes policies and
procedures which require the following:
• the maintenance of records that, in reasonable detail,
accurately and fairly reflect transactions including the
acquisition and disposal of assets;
• reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements
in accordance with International Financial Reporting
Standards; and
• reasonable assurance regarding the prevention or timely
detection of unauthorised use of the Group’s assets.
There are also specific disclosure controls and procedures
around the approval of the Group’s financial statements.
Fair, balanced and understandable
assurance framework
The Board recognises its duty to ensure that the Annual
Report and Accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Group’s position and
performance, business model and strategy. The Board
requested that the Audit and Risk Committee undertake
a review and report to the Board on its assessment.
At its meeting on 11 March 2024, the Committee conducted
an assessment on the basis of the assurance framework set
out below, and received confirmation from management
that the assurance framework had been adhered to for the
preparation of the 2023 Annual Report.
The key elements of the assurance framework for the
assessment are as follows:
• the process by which the Annual Report and Accounts
was prepared, including detailed project planning and
a comprehensive review process;
• review of the drafting and verification processes and
drafts of the Annual Report and Accounts by the Annual
Report Steering Committee;
• comprehensive reviews undertaken by the Executive
Directors, members of the Executive Team and other
members of Senior Management to consider content
accuracy, regulatory compliance, messaging and balance;
• the review of the Annual Report and Accounts by the Audit
and Risk Committee placing reliance on the experience of
the Committee members;
• reports prepared by Senior Management regarding critical
accounting judgements and key financial areas; and
• discussions with, and reports prepared by, the
external auditor.
The Committee recommended to the Board that, taken
as a whole, the 2023 Annual Report and Accounts (which
the Board subsequently approved) is fair, balanced and
understandable and provides the necessary information for
shareholders to assess the Group and Company’s position
and performance, business model and strategy. As such
the ‘fair, balanced and understandable’ statement could
be given on behalf of the Directors. The Board’s confirmation
is set out on page 134.
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101Annual Report 2023 deliveroo plc
Directors’ Remuneration Report
Committee members
1,2
Dame Karen Jones DBE (Chair) Independent
Rick Medlock Independent
Dominique Reiniche Independent
1. See page 88 of the Governance Report for information on attendance.
2. Shobie Ramakrishnan joined the Committee on 1 January 2024.
Focus areas for 2024
• Review and refresh the Policy to be presented for
a shareholder vote at the 2025 AGM.
• Determine the outturn of the FY2023 annual
bonus targets.
• Set the FY2024 annual bonus and PSP structure,
including metrics and targets.
• Oversee the ongoing implementation of the wider
employee total reward philosophy.
• Monitor developments in market practice.
• Oversee employee pay arrangements, including
engagement on pay, and use them as context for
setting executive pay.
• Continue to reinforce the link between our delivery
on ESG commitments and Executive pay structures.
Roles and responsibilities
• Determine our Policy for the Chair, Executive Directors,
Company Secretary and Executive Team.
• Determine the individual remuneration packages of
the Chair, Executive Directors, Company Secretary and
the Executive Team within the approved Policy.
• Review the appropriateness of the Policy on an
ongoing basis and make recommendations to the
Board on appropriate changes if required.
• Appoint remuneration consultants to advise if required.
• Oversee employee pay practices, including the
operation of the Group’s employee share schemes,
and use them as context for Executive Director pay,
ensuring that incentives are aligned with the culture
and values of the Company.
Chair’s Annual Statement
Dame Karen Jones DBE
Chair, Remuneration
Committee
Key sections of this report
Section
Chair’s annual statement
→ See p102
Remuneration at a glance
→ See p106
Link between incentives and strategy
→ See p109
Summary of the Directors’ Remuneration Policy
→ See p110
Annual Report on Remuneration
→ See p114
Fairness, diversity and employee considerations
→ See p123
Other disclosures
→ See p127
Remuneration Committee Chair’s
Annual Statement
The Remuneration Committee (the ‘Committee’) comprised
three independent Non-Executive Directors during the
financial year. The Company Secretary, Chief People
Officer and Director of Reward attend all meetings of the
Committee. Other members of the Senior Management team
may also be invited to attend for all or part of a Committee
meeting as appropriate. The Committee’s full terms of
reference are available on Deliveroo’s corporate website at:
https://corporate.deliveroo.co.uk/.
As Chair of the Remuneration Committee, I am pleased to
present our Directors’ Remuneration Report covering the
financial year to 31 December 2023.
The report is divided into the following sections:
1. The Annual Statement, which outlines the Committee’s
work during the year and the decisions taken relating
to Directors’ remuneration.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
102 deliveroo plc Annual Report 2023
2. A summary of the Remuneration Policy (the ‘Policy’), which is
the Group’s framework for Directors’ remuneration. The full
Policy can be found on the Deliveroo corporate website at
https://corporate.deliveroo.co.uk/about-us/governance/
other-disclosures/.
3. The Annual Report on Remuneration, which sets out the
details of the remuneration outcomes for the financial
year to 31 December 2023 (FY2023), and states how
the Committee intends to implement the Policy for the
financial year to 31 December 2024 (FY2024).
In this Annual Statement, I set out information on the
business context in FY2023 and Executive remuneration
outcomes in the year, as well as a summary of the intended
implementation of the Policy for FY2024. The statement also
presents the key focus areas for the Committee during
FY2023. I can confirm that the Policy operated as intended
for FY2023.
I am delighted to welcome our new Non-Executive Director,
Shobie Ramakrishnan, who joined the Board on 1 January
2024. Her wealth of experience in technology leadership
roles over 20 years will strengthen the diversity of expertise
and experience on the Deliveroo plc Board and in the
Committee as we continue to execute our plans.
Linking Executive Director remuneration
with our mission and strategy
2023 was a year of significant progress for Deliveroo. In
the past few years our main operational focus has been
to consistently enhance our consumer value proposition.
We have taken important steps to ensure price integrity
and value for money on our platform, improve the delivery
experience, and continue to expand our merchant selection.
Our operational progress is reflected in our financial
performance as we continue to pursue our ambition to
become a sustainable and profitable business. We are
on track to reach 4%+ adjusted EBITDA margin by 2026,
underpinned by a clear and defined Company strategy, and
we are confident we can achieve mid-teens GTV growth in
the medium term. At our Capital Markets Event in November,
we updated our investors and the market on the journey we
have been on since IPO, and, as part of this, we announced
the launch of our retail proposition for customers in the UK&I
and UAE. Our new Company mission highlights our broadened
Company focus – to transform the way you shop and eat,
bringing the neighbourhood to your door by connecting
consumers, restaurants, shops, and riders.
Our Policy is designed to be simple, transparent and to
promote the effective stewardship of the Group to deliver
on our updated mission. The Committee strives to provide
clarity on how pay and performance is reported at Deliveroo
and ensure that the decisions we make support our mission
and long-term strategy, align with our Values, and take into
account the experience of key stakeholders. Further details
of how our incentive plan framework supports our mission
and strategy, are set out in our KPI section on page 20. Our
strategy is set out in the Strategy section on page 16.
The Committee’s particular focus during the year has been
to continue to foster the core principles of the Remuneration
Framework (see page 108) and to support management as it
continues to evolve its people strategy, values, culture, and
alignment with pay (including wider Company pay). Further
details on the work of the Committee during the year are set
out below.
Executive remuneration outcomes in
FY2023
Annual bonus outcome for FY2023
The only Executive Director participating in the FY2023
bonus is our CFO, Scilla Grimble. Her bonus payout for FY2023
is based on the achievement detailed in the table at the
bottom of this page.
Full details of the FY2023 performance targets and
performance against them are set out on page 106. The
formulaic outcome for our CFO, Scilla Grimble, was 50.6% of
her maximum opportunity of 180%, pro-rated to 20 February
2023 when she joined the Board. She earned a bonus of
£394,096 for FY2023. See detail on page 106.
When assessing the annual bonus outcome, the Committee
considered several factors, including progress against the
Board-approved plan and budget and the wider stakeholder
experience during FY2023. It was determined that there
was no need for discretion to be exercised to adjust the
formulaic outcome.
PSP awards granted in FY2023
PSP awards under the Deliveroo Incentive Plan (‘DIP’) were
made to the CFO and members of the Executive Team on
29 March 2023. The CEO, Will Shu, does not participate in
the PSP awards and will not participate for the duration
of the current Policy period.
Metric Weighting Threshold Target Maximum Actual
GTV growth (in constant currency)* 45% 3.4% 9.4% 18.2% 2.7%
Adjusted EBITDA* 45% £42.0m £83.0m £84.0m £85.4m
Stakeholder measure: improvement in
customer service outcomes
10% 5.0% 10.0% 15.0% 10.6%
* Alternative performance measure (‘APM’), refer to glossary on page 187 for further details.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
103Annual Report 2023 deliveroo plc
Directors’ Remuneration Report continued
Chair’s Annual Statement
continued
Executive remuneration outcomes in
FY2023 continued
PSP awards granted in FY2023 continued
The PSP awards are subject to stretching performance
targets based on independent measures of relative total
shareholder return (‘TSR’), absolute TSR and two ESG metrics.
Page 115 provides full details of the performance targets
for each measure. The Committee reserves its discretion to
adjust vesting outcomes if they are not deemed appropriate
in light of the overall Company performance or shareholder
experience over the performance period.
No PSP awards vested in FY2023. The first PSP award was
granted in FY2021 and will vest on 15 May 2024.
Implementation of the Policy for FY2024
Base salary
Salary increases of 3% were awarded to Executive Directors
effective 1 January 2024. These were the first increases
awarded since the IPO in April 2021 and were made against
the backdrop of increases provided to the broader employee
population over the last three years. The increases were
below the average increase being awarded to the wider
employee population for FY2024 of c.4%. The CEO, Will Shu,
will receive an annual salary of £618,000, and the CFO, Scilla
Grimble, will receive an annual salary of £515,000 for FY2024.
The fees for the Board Chair and base fees for Non-Executive
Directors were also increased by 3% (rounded to the nearest
£’000) to £438,000 and £93,000 respectively. These had not
been increased since they were first set ahead of the IPO.
Annual bonus
The maximum bonus opportunity for Scilla Grimble in the year is
unchanged at 180% of salary. Half of any bonus earned will be
delivered in cash, with the remaining half granted in Company
shares and deferred for three years subject to continued
employment. Will Shu does not participate in the annual bonus
and will not participate for the duration of the current Policy.
For FY2024, the annual bonus will continue to incorporate
GTV growth and adjusted EBITDA measures, equally weighted
at 45% each, and an updated service measure with a 10%
weighting. The Committee is satisfied that the structure of
the bonus continues to be relevant and fit for purpose and
the measures selected support our strategic focus areas
for the upcoming year, as set out in our Strategy section
on page 16. More information on annual bonus measures,
including the targets and our performance against them,
will be provided in next year’s Annual Report.
PSP award
For FY2024, Scilla will be granted a PSP award of 500% of
salary, as in the previous year. Will Shu will not participate
in the PSP for the duration of the current Policy.
Performance will be assessed using four independent
measures. Three of these are retained from last year, namely
relative TSR (30%), absolute TSR (30%), and the ESG component,
targeting reduction in our Scopes 1 and 2 greenhouse gas
emissions (5%) and improving the representation of women
in the Company (5%). The new fourth metric will be absolute
adjusted EBITDA (30%). The weighting of relative and absolute
TSR has therefore been reduced from 45% each to 30%.
However, the market performance measures (absolute and
relative TSR) will continue to represent the majority of the
overall PSP award.
Introducing an absolute adjusted EBITDA metric to the PSP aligns
with our long-term strategic focus on ‘top-line’ profitability and
the importance placed by investors on free cash flow as we
continue our ambitions for long-term growth and profitability.
The Committee considered the possible overlap of this metric
with the adjusted EBITDA metric used within the annual bonus,
but concluded that the introduction of an absolute adjusted
EBITDA metric to the PSP was appropriate as it reinforces our
drive towards sustainable long-term profitability, clearly aligns
with our business strategy, and incentivises management as it
is a metric which is more directly within their control.
The Committee is committed to fostering a direct link
between Executive pay and our long-term ESG strategy. For
our target reduction in our Scopes 1 and 2 greenhouse gas
emissions, we are stretching the 2026 target reduction by a
further 5% compared to last year to emphasise our long-term
ambition in this area. We are also expanding the scope of the
representation of women metric for the FY2024 PSP beyond
senior levels to include levels 4 and above, which covers the
mid and senior population at the organisation. We believe
that targeting a wider base will allow us to realise our goal of
improved representation of women more holistically across
the employee population. More detail on this is included
later in this letter. More information on Company initiatives to
promote wider diversity is set out in the People section on
page 42, and the Nomination Committee report on page 91.
The Committee considered the PSP measures against
Deliveroo’s long-term strategy and concluded that the
measures align with the vision and external commitments
of the Company. Stretching long-term performance targets
have been set, details of which are set out on page 109.
Further details on the implementation of the Policy for
FY2024 can be found on page 107.
Other key focus areas for the Committee
Deliveroo’s employee total reward philosophy
The Committee is responsible for decisions on Executive
compensation. However, the Committee also keeps wider
workforce remuneration arrangements and employment
conditions under review, and takes these into account when
making pay decisions. Our team members are the driving
force behind our strong performance and the execution
of our strategy, and so we remain committed to ensuring
that they are paid competitively and in a fair manner. This
year the Committee focused on the implementation of the
refreshed employee total reward philosophy, as well as the
enhancement of the overall Employee Value Proposition
(‘EVP’) as an important component of the holistic employee
experience. The updated total reward philosophy reflects
our business strategy and brings our reward approach more
in line with UK market practice and the shifts in the global
tech industry. The main change since last year is that we
have taken a more targeted approach to employee equity
ownership, which is grounded in talent strategy principles
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
104 deliveroo plc Annual Report 2023
and takes into account our objectives, costs and the impact
on overall dilution. The Committee will continue to monitor
and support the evolution of our reward approach.
The Committee keenly monitors the dilutive effect of share-
based compensation and acknowledges the importance of
the prudent management of the dilution of shareholder capital.
The more targeted approach to the total reward philosophy,
along with the Company’s management of the satisfaction
of share awards through its EBT share purchase programme,
have had a positive impact on limiting the effects of dilution.
During 2024 and beyond, the Company intends to satisfy the
exercise of all employee share-based compensation awards
using shares currently held or purchased in the future by
the EBT, thereby continuing to reduce the impacts of dilution.
The Committee will keep this under review.
Refreshed Company Values
As Will’s letter points out, in our continued effort to
establish a strong EVP at Deliveroo, this year we refreshed
our Company Values to acknowledge the changes that we
have been through in the last few years, and to concisely
and accurately align all employees to Deliveroo’s aspirations
for the future. This project was led by the Executive Team and
involved significant engagement with employees across the
Company, as well as review by the Board. In conjunction with
the updated total reward philosophy, this is a fundamental
step toward embedding a strong EVP and the right culture
to drive business success and ensure that employees see
Deliveroo as a definitive place to build their careers. More
information about our refreshed Company Values and what
these mean, can be found in the People section on page 42.
Our deepening ESG commitments
We understand the importance of environmental, social,
and governance (‘ESG’) impacts on our marketplace
communities, employees, and other stakeholders. In our
Sustainability review on page 31, we outline the key pillars
of our focus and the proactive steps we are taking in
response. As noted in the description of our metrics above,
the Committee remains committed to linking Executive pay
directly to our ESG strategy, recognising its importance in
fostering positive change.
Specifically for 2024, we will continue to focus on the
reduction of market-based Scopes 1 and 2 emissions and
are pleased with the 2.6% reduction achieved during 2023
compared to the previous year. In executing against the
Scopes 1 and 2 emissions reduction target, we are focused
on improving Deliveroo’s energy efficiency, and thus reducing
the amount of carbon intensive gas and electricity we
consume, as well as aiming to reduce operating costs across
our estate. As Deliveroo’s sustainability ambition continues to
mature, I look forward to our continued progress in this area.
For our gender representation ambitions, our 2023 and 2024
PSP targets include a focus on increasing the representation
of women across the business, with a particular underpin
on technology roles, where representation has been
historically lower throughout the industry. For the 2024
PSP, we are expanding the scope of the representation of
women metric beyond senior levels to include level 4 and
above. This demonstrates our commitment to expanding
representation more broadly across the organisation.
We recognise that sustainable improvement is best
achieved through a bottom-up approach, with increased
representation and effective succession pipelines that focus
on women from an early point in their careers.
Increasing the representation of women has also been key to
making a positive impact on our gender pay gap. When looking
at the results for the whole UK population, our mean gender
pay gap has shown improvement for the second year in a row,
indicating a positive trend in response to the Company’s focus
on improving gender representation and other diversity, equity
and inclusion initiatives. More information on our efforts to
increase the representation of women and the gender pay gap
can be found in the People section on page 42.
Shareholder engagement
At the AGM on 20 May 2022, shareholders approved the
Remuneration Policy with 96.24% votes in favour, thus making
it binding for three years. We also received overwhelming
support for the FY2022 Directors’ Remuneration Report with
99.91% votes in favour at the AGM on 24 May 2023.
The Committee was pleased with the strong shareholder
support received in relation to the 2022 Directors’
Remuneration Report. Alongside the release of the report,
I wrote to shareholders to highlight the changes we
intended to implement to incentive measures for this year.
No significant matters of concern were raised in response,
nor as part of the wider governance consultation carried out
by our Board Chair, Claudia Arney.
The Committee did not undertake any further formal
consultation this year, but will do so next year in preparation
for the Policy vote due at the 2025 AGM. I am committed to
maintaining an open dialogue with our shareholders and
the main proxy advisers and I am always interested to hear
feedback on our approach to remuneration. Similar to last
year, I will write to our major shareholders to inform them
of any changes to incentive measures we are intending to
implement in 2024.
Concluding remarks
The Committee continues to support the Group’s strategic
priorities by carefully balancing the implementation of the
Remuneration Policy while also taking into account market
conditions and making permitted adjustments where necessary.
We are committed to equipping Deliveroo with the necessary
tools to attract, retain, and motivate executives and the wider
organisation to achieve the Company’s ambitious plans in a
competitive global marketplace, whilst balancing the long-term
interests of the Company and our shareholders.
I look forward to your support for this Directors’ Remuneration
Report, subject to an advisory shareholder vote at the
Company’s AGM in May 2024.
Should you wish to discuss any aspect of this Remuneration
Report, I would be happy to hear from you. You can reach me
via the Company Secretary, Catherine Sukmonowski. I will also
be present at the Company’s AGM in May 2024 to provide further
clarification and answer any questions you may have.
Dame Karen Jones DBE
Chair, Remuneration Committee
13 March 2024
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105Annual Report 2023 deliveroo plc
Directors’ Remuneration Report continued
Remuneration at a glance
Key focus areas for the Committee for FY2023
Continued shareholder engagement on the Policy.
Determining outturn of the FY2022 annual bonus targets.
Setting FY2023 annual bonus structure including targets.
Setting FY2023 PSP award structure including targets.
Consideration of appropriate non-financial metrics for the FY2023 annual bonus.
Reviewing the fitness of the wider reward philosophy, and further refining the approach to pay and equity awards.
Monitoring developments in market practice.
Providing oversight on employee pay arrangements including engagement on pay.
Setting remuneration arrangements for the Executive Team.
Executive Directors’ single figure outcomes for FY2023
Salary Benefits Pension Annual bonus
PSP awards
vested Other
Total
single figure
Director £’000 £’000 £’000 £’000 £’000 £’000 £’000
Will Shu (CEO) 600.0 51.9 22.8 — — — 674.7
Scilla Grimble (CFO)
1
430.1 2.0 21.5 394.1 — 627.4 1,475.1
1. Scilla Grimble joined the Board as CFO on 20 February 2023. Her salary and annual bonus figures are pro-rated for her time served on the Board.
Find out more information on single figure outcomes on page 114.
Annual bonus outcome for FY2023
The CEO does not participate in the annual bonus for the duration of the current Policy. The CFO has a maximum annual
bonus opportunity of 180% of salary. When assessing the annual bonus outcome, the Committee undertook a review of the
formulaic outcome against several factors, including but not limited to, the Group’s progress against its strategic plan and
individual performance, and concluded that no adjustments to the formulaic outcome were necessary. The pro-rated annual
bonus outcome for the CFO for her time on the Board starting 20 February 2023 is summarised below.
Performance
measures Weighting
Threshold
(25%)
Target
(50%)
Maximum
(100%) Actual
1
Outcome as
a % of
maximum
(weighted)
Formulaic
outcome
£’000
Outcome
pro-rated for
Board service
£’000
GTV growth
1*
45% 3.4% 9.4% 18.2% 2.7% 0% nil nil
Adjusted EBITDA
2*
45% £42.0m £83.0m £84.0m £85.4m 45% 405.0 350.5
Service measure:
improvement in
customer service
outcomes
3
10% 5.0% 10.0% 15.0% 10.6% 5.6% 50.4 43.6
Outcome for
the CFO
50.6% 455.4 394.1
1. YoY growth in constant currency.
2. At reported FX rates.
3. Measured as an average YoY reduction across three separate metrics: orders marked delivered not received (‘OMDNR’), missing items, and cancellations
& rejections.
* Alternative performance measure (‘APM’), refer to glossary on page 187 for further details.
Find out more information on the annual bonus outcome on page 114.
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106 deliveroo plc Annual Report 2023
PSP awards granted in FY2023
A PSP award of 500% of salary was granted to the CFO in March 2023. The CEO does not participate in the PSP for the duration
of the current Policy.
Performance will be assessed against stretching targets for absolute TSR (45%), relative TSR (45%), and an ESG component
containing two metrics (5% each) – Scope 1 and 2 greenhouse emissions and representation of women at senior levels.
Find out more information on the FY2023 PSP award to the CFO on page 115.
PSP awards vesting in FY2023
No PSP grants vested in FY2023. The first PSP award was granted in FY2021 and will vest on 15 May 2024. Note that neither of the
current Executive Directors have awards under the 2021 PSP.
Other share awards granted in 2023
As disclosed on page 121 of the 2022 Annual Report, buy-out awards were made to the incoming CFO, Scilla Grimble, who joined
the Board on 20 February 2023 as compensation for incentives forfeited on leaving her previous employer, Moneysupermarket.
com plc. These awards will vest subject to Scilla’s continued service with Deliveroo and to the satisfaction of the conditions set
out for each individual award. The buy-outs have been structured to provide no more value than would have been available
under the awards at the CFO’s prior employer. No other payments were made to the new CFO to secure her appointment. A
summary of the awards is below and full information can be found on page 116.
• Buy-out of 2021 LTIP: The face value of this award was £117,900 at a share price of £0.9074. It assumes a payout under the
award being forfeited from the prior employer of 30.8% of max. No further performance conditions apply to the award, but
a two-year holding period will still apply after vesting on 31 March 2024 in line with the Policy.
• Buy-out of 2022 LTIP: The face value of the award is £732,149, at a share price of £0.9179. The award will vest on the same
date as the PSP awards granted to the Executive Team in 2022, subject to the achievement of the same performance
conditions under that award. A two-year holding period will apply in line with the Policy.
• Buy-out of 2022 DSP: The face value of the award is £169,833, at a share price of £0.8691. The award was granted in respect
of the one-third deferred portion of the new CFO’s earned 2022 bonus from her previous employer. It will vest after three
years in line with the Policy.
Policy implementation for FY2024
The CEO does not participate in the annual bonus or in the PSP awards for the duration of the current Policy.
Financial year 2024 2025 2026 2027 2028 Implementation for FY2024
Salary CEO: £618,000; CFO: £515,000
(following 3% increase
from 1 January 2024)
Pensions Up to 5% of salary in line
with employees
Benefits Normal benefits in line with Policy
Annual bonus Cash Deferred bonus shares (‘DSP’) 180% of salary subject to financial
and other strategic targets
PSP awards Performance period Holding period 500% of salary subject to
independent relative and absolute
TSR measures, absolute adjusted
EBITDA and an ESG component with
two metrics
Shareholding
requirement
To be built up over five years and maintained 800% of salary requirement
CEO exceeds requirement
CFO is building towards the
requirement
Find out more information on the Policy’s implementation for FY2024 on page 104.
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107Annual Report 2023 deliveroo plc
Remuneration at a glance continued
Core principles of remuneration and the Policy
Deliveroo’s remuneration framework is underpinned by a core set of principles designed to ensure that remuneration
achieves the following objectives cascaded through the business:
Objective Rationale
Competition for talent A key component of our strategy is to innovate and invest to develop our employee value
proposition (‘EVP’) to build a durable competitive advantage. This is critically dependent on
having the right people to achieve this. We continue to compete for skilled talent with well-
established online food delivery companies, new market entrants, other online platforms
and technology companies, as well as emerging competition from the likes of independent
restaurants, grocers and other chains. In addition, as we continue to mature as a publicly
listed company, we also compete with other public companies in attracting talent with the
right broader skills to support our organisation as it evolves. The remuneration framework has
been reviewed to ensure its continued fitness in supporting our strategy going forward and
the overall shareholder experience, to more closely reflect the UK market practice and align
to our ambitious talent strategy.
Attract, retain and
motivate senior
executives
It is critical to the Group’s success that we attract, retain and motivate talented and
experienced senior executives to execute our strategy and to innovate, grow and scale our
business for the best interests of our shareholders and wider stakeholders.
The remuneration framework is designed to do both by providing highly competitive long-term
performance-based rewards, which serve as both a retention and motivational tool.
Pay for exceptional
performance
The remuneration framework is designed to ensure that there is a clear link between
remuneration outcomes, exceptional business performance and the generation of long-term
sustainable value.
As the overall remuneration structure is heavily weighted towards long-term incentives, this
ensures that there is strong alignment between the interests of executives, shareholders and
wider stakeholders. Both the annual bonus and long-term incentive awards are subject to
stretching performance targets linked to the annual business plan and longer-term strategy.
Acceptability in the
UK listed company
environment
We are mindful that we are a UK listed company and so the key ongoing components of
the executive remuneration structure under the Policy align with best practice and the
UK Corporate Governance Code.
Directors’ Remuneration Report continued
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108 deliveroo plc Annual Report 2023
How our incentive plan framework supports our business strategy
Our principles and remuneration framework are geared to ensure our success in building long-term value for shareholders.
We keep our framework under review to ensure it reflects the changing macroeconomic environment in which we
operate and our strategic goals. The implementation of the Policy in 2023 and planned changes for 2024 as described in
the statement of implementation of the Policy for FY2024 on page 107 are intended to ensure continued alignment of the
remuneration structure with our strategy and goals as set out in our Strategy section on page 16.
Against this backdrop, to incentivise and reward the delivery of exceptional performance over the short and longer term,
the Committee considers carefully the performance measures for the annual bonus and PSP awards based on our strategy,
including the Group’s key performance indicators (‘KPIs’). Our KPIs are set out in detail on page 20 including a detailed
description of each KPI.
Incentives under Policy Performance measures Why does this measure support our mission and strategy?
2024 annual bonus GTV growth
(45% weighting)
GTV is closely aligned to our growth strategy and focuses our Executive
Team on our objectives of building the best value proposition in our markets,
establishing long-term relationships with customers and merchants, and
increasing market penetration. It is a widely used shareholder measure
for understanding the change in total value spent by consumers on
our marketplace.
Adjusted EBITDA
(45% weighting)
Adjusted EBITDA is an important profitability measure that we adopt in
our business operations among other measures and key performance
indicators. It is an indicator of the underlying trading performance of
the Group and is used, among other measures, to evaluate operations
from a profitability perspective and our progress towards our
profitability targets.
Service metric
(10% weighting)
The use of a service measure supports our focus on improving customer
service outcomes that have the biggest impact on customer retention –
a key focus for the Group in driving profitable growth. We will continue to
consider the selection of the most appropriate metrics for future years.
2024 PSP awards Absolute TSR
(30% weighting)
Absolute TSR measures the total return generated for shareholders
through capital appreciation and dividends (if applicable). It reflects the
market’s assessment of the shareholder value created and expected to
be created in the future, thus aligning our long-term interests with those
of shareholders.
Relative TSR
(30% weighting)
Relative TSR measures the total return generated for shareholders
through capital appreciation and dividends (if applicable) compared to
average the total return generated by a comparator set of companies.
As such, it reflects the effectiveness of our strategic decisions and
operational execution relative to peers.
Adjusted EBITDA
(30% weighting)
Consistent and complementary to the measure in the annual bonus.
Incorporating adjusted EBITDA into the PSP ensures long-term alignment
with our multi-year profitability ambitions that will drive a step change in
our profitability.
ESG element
(10% weighting)
ESG measures ensure the incentive drives achievement of our long-term
sustainability goals reflected in executive remuneration. The inclusion of
ESG measures is intended to act as a lever for the effective implementation
of sustainable practices, demonstrating to shareholders our commitment
to the wider sustainability agenda of the Company, and incentivising
executives to proactively manage ESG commitments.
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109Annual Report 2023 deliveroo plc
Remuneration at a glance continued
Other features of our incentive framework which support our strategy
Focus on performance-based pay
A high proportion of the Executive Team’s remuneration is linked to variable, performance-based pay and in particular long-
term incentives. This approach is cascaded further down the organisation to employees, where performance-related pay
in the form of bonus and restricted stock (where applicable) as a percentage of total pay increases with seniority.
Long-term performance alignment
PSP awards vest after a three-year performance period and are subject to a further two-year holding period. Deferred shares
under the bonus are released three years after being granted, subject to continued employment.
Shareholding requirements
Aligning reward with shareholder interests enables our most critical talent to act and think as owners. Executive Directors are
required to have very significant shareholdings in the Company.
For our Founder and CEO, Will Shu, the one-off RSU award granted prior to Admission underpins his ongoing incentivisation
and retention in his role following IPO. As the value of this award is dependent on Deliveroo’s share price, it aligns Will’s interests
directly with the interests of our shareholders over the long term. As the award is multi-year with vesting through to April 2028,
it recognises the importance of Will delivering long-term sustainable value for shareholders and wider stakeholders.
Approach to performance target setting
The Committee has developed a process for setting stretching targets to ensure that the annual bonus and PSP awards
support long-term sustainable outcomes in the best interests of shareholders and wider stakeholders. Performance
targets are set by taking into account the following: the Board-approved budget and plan, the long-term business strategy,
consensus forecasts, historical performance and external market and trading conditions. The Committee ensures that the
performance targets are suitably stretching so that exceptional reward is earned only for exceptional performance.
Summary of the Directors’ Remuneration Policy
The current Directors’ Remuneration Policy (the ‘Policy’) was approved at the AGM on 20 May 2022. The following pages
presents a summary of the current Policy and how it was implemented in the year. The complete Policy is available in the 2021
Annual Report and can also be found on our corporate website, https://corporate.deliveroo.co.uk.
Summary of the Directors’ Remuneration Policy
Elements of remuneration Key operation features under current Policy
How the Policy was implemented
in FY2023
Fixed pay
To attract, retain and
motivate Executive
Directors. Fixed pay
consists of salary,
benefits and pension.
Salary
Salaries are set on appointment and reviewed annually. Increases will
generally be no higher than the average increase for UK employees.
A higher increase may be proposed in the event of a role change or
promotion, or in other exceptional circumstances.
No increases were awarded to
Executive Directors in 2023.
The CEO’s salary remained at £600,000.
The new CFO was appointed on 20
February 2023 on a salary of £500,000.
The average salary increase (including
promotional increases) for the wider
workforce was c.6%.
Benefits
Benefits are set at a level appropriate to the individual’s role and
circumstances. Executive Directors receive benefits which include, but
are not limited to, private health cover, UK and home country personal tax
advice, filing services, free Deliveroo Plus subscription (which is available
to all employees) and the occasional use of corporate private security from
time to time, as necessary. Other market standard benefits, including (but
not limited to) one-off relocation allowances or expatriate benefits, may
be provided, as deemed appropriate by the Committee.
The CEO and CFO participated in the
benefits provided in line with the
Remuneration Policy.
Pension
Executive Directors are entitled to a contribution to the Group’s defined
contribution pension plan, a cash payment in lieu of pension (subject to
normal statutory deductions), or a combination of pension contributions
and cash in lieu of pension to a maximum of 5%, in line with the maximum
available to the workforce. This applies to both current and future
Executive Directors.
If there are any changes to the contribution rates for the majority of the
UK employee population, this will also apply to Executive Directors.
The CEO elected to receive monthly
contributions of £833.33 for January–
March 2023. From 1 April onwards, he
elected to receive a combination of
pension contributions and cash in lieu
of pension to a total of 5%, adjusted for
Employer NI contributions.
The CFO elected to receive cash in lieu
of pension to a total of 5%.
Directors’ Remuneration Report continued
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110 deliveroo plc Annual Report 2023
Elements of remuneration Key operation features under current Policy
How the Policy was implemented
in FY2023
Short-term variable pay
To reward and
incentivise the delivery
of challenging annual
financial and operational
targets linked to the
delivery of the Board-
approved budget.
Annual bonus
The annual bonus is subject to stretching financial, strategic and
operational performance measures with the majority of the bonus (at least
50%) being linked to financial measures.
The maximum bonus opportunity is 180% of salary for Executive Directors.
For threshold performance, 25% of the maximum opportunity will pay out.
For on-target performance, 50% of the maximum opportunity will pay out.
There is a straight-line payout between threshold and target and target
and maximum.
At the end of the performance period, which lasts for one financial year,
the Committee assesses the extent to which the performance targets
have been achieved and approves the final outcome. One-half of the bonus
earned will be paid in cash and the remainder will be provided as a deferred
award of shares that vest after three years subject to continued service.
The Committee will have the discretion to adjust bonus outcomes if it
believes there is reason to do so, which may result in a downward or
upward movement in the amount of bonus earned.
Malus and clawback provisions apply.
The CFO has a maximum opportunity of
180% of salary, pro-rated for her time
served on the Board. The CEO does not
participate in the annual bonus for the
duration of the current Policy.
The CFO’s bonus was based on financial
objectives – GTV and adjusted EBITDA
weighted at 45% each (a total of
90% financial metrics weight) and
a 10% stakeholder metric related
to service outcomes.
Details of the CFO’s bonus outcome are
set out in full on page 114.
Long-term variable pay
Three-year
performance assessed
on financial and other
relevant metrics,
set and approved in
line with long-term
strategic plans.
Deliveroo Incentive Plan (Performance Share Plan)
Long-term incentive awards take the form of annual grants of share awards
subject to performance conditions (‘PSP awards’), which may be made in
the form of conditional awards or nil or nominal cost options.
The normal annual maximum grant level of PSP awards for Executive
Directors is 600% of salary. The maximum annual value of the PSP awards in
exceptional circumstances will be 750% of salary and this will only apply in
the case of recruitment of an Executive Director.
Vesting of PSP awards is based on challenging performance targets relating
to shareholder returns and financial, strategic and/or operational measures
linked to the Group’s business plan, at least 50% of which are linked to
financial measures. The Committee will review and set measures, weightings
and targets before each grant to ensure they remain appropriate.
No more than 25% of the PSP award will vest for threshold performance.
There is straight-line vesting between threshold and maximum and if the
threshold level is not achieved, no vesting will occur.
The Committee will have the discretion to adjust PSP outcomes if it believes
there is reason to do so, which may result in a downward or upward
movement in the amount of PSP award earned.
Malus and clawback provisions apply.
A 2023 PSP award of 500% of salary was
granted to the CFO on 29 March 2023.
The CEO does not participate in the PSP
for the duration of the current Policy.
The 2023 PSP measures are based on
independent absolute and relative TSR
performance targets, each weighted
at 45% (a total of 90% financial metrics
weight), and an ESG component
containing two measures – one
targeting reduction in our Scopes
1 and 2 greenhouse gas emissions,
and one focused on improving the
representation of women at senior
levels – with a combined 10% weighting.
Details of the targets can be found on
page 115 of this report.
Shareholding
requirements
Shareholding
requirements ensure
that Executive Directors
are aligned with the
shareholder experience
and have a material
stake in the long-
term performance
of the Company.
Minimum share ownership requirements
Executive Directors are required to build a shareholding of 800% of salary
in Company shares in the first five years from joining the Board, and to
maintain it for the duration of their employment. Executive Directors are
expected to retain all of the net of tax number of shares they receive
through the PSP awards and the DSP awards until the shareholding
requirement has been met.
Executive Directors are expected to retain the lower of the shares held at
cessation of employment and shares to the value of 800% of salary for a
period of two years (excluding any shares purchased by Executive Directors
using their own funds).
In the case of newly appointed Executive Directors, the Committee retains
its discretion to impose lower in-employment and/or post-cessation
shareholding requirements.
The CEO and CFO are subject to 800%
of salary in-employment shareholding
requirements. The CFO, Scilla Grimble,
has five years from her appointment,
until 20 February 2028, to build up
her shareholding. The CEO, Will Shu’s
shareholdings satisfy the requirement.
The former CFO, Adam Miller, is subject
to a two-year post-employment
shareholding requirement that will
expire on 17 February 2025.
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111Annual Report 2023 deliveroo plc
Summary of the Directors’ Remuneration Policy continued
Alignment with Provision 40 of the UK Corporate Governance Code
The Policy addresses the factors listed in Provision 40 of the Corporate Governance Code as set out below:
Provision 40 (as stated in the Code) How the Policy aligns
Clarity
Remuneration arrangements should
be transparent and promote effective
engagement with shareholders and
the workforce.
The Policy is simple and designed to support long-term, sustainable performance. The Policy
clearly sets out the performance conditions that will be used for the annual bonus and long-
term incentive plans, as well as the maximum potential value of the elements of remuneration
and the areas in which discretion can be applied throughout the Policy.
The terms of the Policy are in line with UK corporate governance best practice. As a result, it is well
understood by participants, employees and shareholders alike.
The Committee proactively seeks engagement with shareholders, has processes and
mechanisms in place to engage with employees on remuneration matters and is regularly
updated on employee pay and benefits across the Group. For further detail please see page 124.
Simplicity
Remuneration structures should avoid
complexity and their rationale and
operation should be easy to understand.
Deliveroo’s remuneration structure comprises fixed and variable remuneration through the
use of market standard annual bonus and long-term incentive structures. The performance
conditions for variable elements are reviewed regularly to ensure alignment with strategy and
are clearly communicated to, and understood by, participants.
Risk
Remuneration arrangements should
ensure reputational and other risks from
excessive rewards, and behavioural risks
that can arise from target-based incentive
plans, are identified and mitigated.
The majority of the Executive Directors’ total remuneration is weighted to the long term and
provided in shares and a shareholding requirement is in place (both in employment and post-
cessation). These features ensure clear shareholder alignment and discourage unnecessary
risk taking. Whilst long-term incentive opportunity levels are highly competitive relative to UK
companies of comparable size, significant rewards will be earned only if challenging long-term
performance targets are met and Deliveroo maximises shareholder value.
The Committee also retains discretion to override formulaic outcomes for incentive plans. Malus and
clawback provisions mitigate behavioural risks by enabling payments to be reduced or reclaimed
in specific circumstances. A description of discretions retained by the Committee in operating the
incentive plans can be found in the notes to the current Policy available on our website.
Predictability
The range of possible values of rewards
to individual Executive Directors and
any other limits or discretions should be
identified and explained at the time of
approving the Policy.
The Policy sets out the maximum potential value for each element of remuneration subject to the
achievement of performance conditions. The potential total remuneration outcomes are easily
quantifiable and are set out in the illustrations provided in the Policy. The Group’s share plans are
subject to dilution limits set by the Investment Association in respect of all share plans (10% in any
rolling 10-year period) and executive share plans (5% in any rolling 10-year period).
Proportionality
The link between individual awards, the
delivery of strategy and the long-term
performance of the Company should
be clear. Outcomes should not reward
poor performance.
Remuneration is appropriately balanced between fixed and variable pay. The annual bonus
and long-term incentive plan reward the successful implementation of the Group’s strategy
over the short and long term. The annual bonus aligns with the delivery of our annual budget
commitments and, through deferral, ensures that a substantial amount of the bonus remains
aligned with long-term creation of value for shareholders. Under the long-term incentives,
stretching targets ensure payments are made only for strong corporate performance and the
successful execution of our strategy. The Committee will have discretion to override formulaic
outcomes to ensure that remuneration appropriately reflects overall performance.
Alignment to culture
Incentive schemes should drive
behaviours consistent with the
Company’s purpose, values
and strategy.
The annual bonus and long-term incentive plans are measured against performance
measures which underpin the Group’s culture and strategy. The weighting towards long-term
remuneration emphasises the Group’s long-term sustainable performance, which is a vital part
of Deliveroo’s culture.
Performance measures under the incentive plans will also evolve to ensure they appropriately
reflect the Group’s ESG strategy. The PSP incorporates a component relating to ESG.
Malus and clawback
In line with UK corporate governance best practice, malus and clawback provisions will apply to the annual bonus plan,
DSP awards, PSP awards and restricted share awards (‘RSP awards’). The following provisions apply:
• Annual bonus: cash awards: malus will apply up to the bonus payment and clawback will apply for a period of two years
after the bonus payment.
• Annual bonus: DSP awards: clawback will apply during the period of three years following the payment of the cash bonus
to which the DSP award relates.
• PSP awards: malus will apply during the vesting period and up to the date of vesting and clawback will apply for a period
of two years post-vesting.
• RSP awards: malus will apply during the vesting period and up to the date of vesting and clawback will apply for a period
of two years post-vesting.
Directors’ Remuneration Report continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
112 deliveroo plc Annual Report 2023
Malus and clawback provisions may be applied in the following circumstances:
• discovery of a material misstatement resulting in an adjustment in the historical audited accounts of the Company or any
Group company;
• where an annual bonus award or PSP or RSP award was granted, or performance was assessed, based on an error or
inaccurate or misleading information;
• action or conduct of a participant amounts to fraud or gross misconduct;
• events or the behaviour of a participant have led to censure of the Company or Group by a regulatory authority or cause
significant detrimental reputational damage; and/or
• material failure of risk management/and or controls or corporate failure.
Service agreements and letters of appointment
Copies of the service contracts of the Executive Directors and the letters of appointment of the Non-Executive Directors are
available for inspection at the Company’s registered office during normal business hours.
Executive Directors
The Executive Directors have a service contract requiring 12 months’ notice of termination from the Group and 6 months’
notice from the Executive Director. The Committee may, in exceptional circumstances arising on recruitment, allow a longer
period, which would in any event reduce to the normal (12 months from the Group and 6 months from the individual) notice
period following the first year of employment.
Executive Director* Date of appointment to role Date of current contract Notice from the Group Notice from the individual
Will Shu 1 February 2013** 22 March 2021 12 months 6 months
Scilla Grimble 20 February 2023*** 19 June 2022 12 months 6 months
* Executive Directors’ service contracts do not contain an expiry date but are subject to a 12-month notice period from the Group as detailed in the table above.
** This is the date on which Will Shu was appointed as CEO. Will Shu was appointed to the Deliveroo plc Board on 19 March 2021.
*** This is the date on which Scilla Grimble was appointed to the Deliveroo plc Board.
External appointments
Executive Directors are permitted to accept external, non-executive appointments with the prior approval of the Board where
such appointments are not considered to have an adverse impact on their role within the Group. Will Shu does not have any
external appointments. Scilla Grimble serves as a Non-Executive Director of Taylor Wimpey plc, where she is a member of the
Audit Committee and the Nomination and Governance Committee.
Non-Executive Directors’ (‘NEDs’) terms of appointment
The NEDs do not have service contracts with the Group but instead have letters of appointment which set out their duties and
responsibilities. The date of appointment for each NED is shown in the table below, outlining the length of service (each NED is
in their initial term of appointment):
Non-Executive Director Date of appointment*
Date of current letter
of appointment Notice from the Group Notice from the individual
Claudia Arney 19 March 2021 19 March 2021 6 months 6 months
Rick Medlock 19 March 2021 19 March 2021 3 months 3 months
Tom Stafford 19 March 2021 19 March 2021 3 months 1 month
Dame Karen Jones DBE 1 June 2021 1 June 2021 3 months 3 months
Dominique Reiniche 1 May 2021 1 May 2021 3 months 3 months
Peter Jackson 1 January 2022 1 January 2022 3 months 3 months
Shobie Ramakrishnan 1 January 2024 1 January 2024 3 months 3 months
* Represents the date on which the Non-Executive Director joined the Deliveroo plc Board.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
113Annual Report 2023 deliveroo plc
Annual Report on Remuneration
Statutory single total figure of remuneration for each Executive Director (audited)
The table below sets out the total single figure of remuneration and breakdown for the Executive Directors for FY2023 and
FY2022, respectively.
Executive Director single total figure of remuneration
Salary
Taxable
benefits
1
Pension
2
Total fixed
Annual
bonus
3
PSP awards
vested
4
Other
5,6
Total
variable
Total
single figure
Director Year £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Will Shu (CEO)
7
2023 600.0 51.9 22.8 674.7 — — — — 674.7
2022 600.0 15.5 10.0 625.5 — — — — 625.5
Scilla Grimble
(CFO)
8
2023 430.1 2.0 21.5 453.6 394.1 — 627.4 1,021.5 1,475.1
2022 — — — — — — — — —
1. The value of benefits is based on the cost to the Company. Benefits include private health insurance, life assurance and provision of tax filing assistance.
2. Executive Directors are eligible to participate in the Company defined contribution scheme or to receive a monthly supplement in lieu of Company
contributions. In FY2023, the CEO elected to receive monthly pension contributions of £833.33 for January–March 2023, matching his own contributions to
the Company’s pension scheme. From 1 April onwards, he elected to receive a combination of pension contributions and cash in lieu of pension to a total of
5% (adjusted for NI contributions). In FY2022 he received monthly pension contributions of £833.33 for the full year, matching his own pension contributions.
On appointment, the CFO elected to receive cash in lieu of the 5% Company pension contribution she is entitled to.
3. Scilla Grimble’s annual bonus for FY2023 was pro-rated for her time on the Board.
4. No PSP awards vested in the period ended 31 December 2023. The 2021 PSP award will vest on 15 May 2024. The current Executive Directors do not participate
in the 2021 PSP award.
5. The CFO received a buy-out award in respect of the 2021 LTIP she forfeited when leaving her previous employer. The buy-out award assumed a vesting of 30.8%
of max and 129,932 shares were converted with no further performance conditions, using a share price of £0.9074, to the value of £117,900. A two-year holding
period will apply after vesting on 31 March 2024, in line with the Policy.
6. The CFO received a buy-out award in respect of the FY2022 bonus forfeited when she left her previous employer. The cash portion of the bonus was calculated
by reference to Scilla’s 2022 salary at Moneysupermarket.com, her maximum bonus opportunity of 135% of salary, and the performance achieved by the CEO
(86.8% of maximum). The total FY2022 bonus outcome for the buy-out was £509,499, two-thirds of which were paid in cash and one-third deferred into shares
per the original terms of the award set by the previous employer. The deferred shares will vest for three years.
7. The CEO participated in pre-Admission legacy incentives. Vesting under these incentives is not required to be reported under the single total figure of
remuneration for FY2022 or FY2023.
8. Scilla Grimble joined Deliveroo and the Board on 20 February 2023. Her salary, benefits and pension disclosed in respect of 2023 represent emoluments for her
time on the Board.
Annual bonus outcome for FY2023 (audited)
The CFO had a maximum bonus opportunity of 180% of salary. Her award was pro-rated to the date of her joining the Board
being 20 February 2023. The CEO does not participate in the annual bonus plan for the duration of the current Policy.
The Committee undertook a robust review of the formulaic outcome for FY2023 and considered a range of reference points
as part of its review, including the outcomes relative to the Board-approved budget and plan, Deliveroo’s progress against its
long-term strategic plans, the wider stakeholder experience during FY2023 and the inputs and efforts of the CFO during the
year. It was determined that no discretion should be exercised to the formulaic outcome.
Bonus element
Threshold
(25% payable)
Target
(50% payable)
Maximum
(100% payable) Weighting Actual
Outcome as a
% of maximum
GTV growth
1*
3.4% 9.4% 18.2% 45% 2.7% 0.0%
Adjusted EBITDA
2*
£42.0m £83.0m £84.0m 45% £85.4m 45.0%
Service measure:
improvement in
customer service
outcomes
3
5.0% 10.0% 15.0% 10% 10.6% 5.6%
Total outcome as a percentage of maximum for CFO 50.6%
Total bonus formulaic outcome for CFO (£’000) 455.4
Total bonus payable to CFO after pro-ration
4
(£’000) 394.1
1. Measured as YoY growth in constant currency.
2. At reported FX rates.
3. Measured as an average year-on-year reduction across three separate metrics: orders marked delivered not received (‘OMDNR’), missing items, and cancellations
and rejections.
4. Pro-rated for time served on the Board in FY2023 since joining on 20 February 2023, i.e. 225 days out of 260 working days or 86.5%.
* Alternative performance measure (‘APM’), refer to glossary on page 187 for further details.
Directors’ Remuneration Report continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
114 deliveroo plc Annual Report 2023
The GTV growth outcome of 2.7% was below threshold as ongoing macroeconomic headwinds continued to weigh on
consumer behaviour and, as a consequence, we did not see the planned degree of growth acceleration during the year.
As a result, this component of the bonus has not paid out. The final adjusted EBITDA outcome of £85.4 million was above the
maximum of the bonus range (which was set asymmetrically in order to incentivise investments in longer-term growth).
The adjusted EBITDA performance reflects strong progress on our profitability levers, in spite of the weaker GTV growth.
This was driven by factors including growth in advertising revenues, efficiencies in our delivery network, more targeted
marketing investments and overhead cost efficiencies. This component of the bonus will pay out at the maximum of 45%.
The average improvement of 10.6% in customer service outcomes was slightly above the target improvement of 10.0%. This reflects
excellent progress in reducing the incidence of ‘orders marked delivered but not received’ (‘OMDNR’), combined with a lesser
improvement in missing items, and cancellations and rejections. Performance across these three metrics has been averaged to
arrive at an overall above-target achievement of 10.6%, which translates to a payout of 5.6% on the overall bonus.
Fifty percent (50%) of the earned bonus for 2023 will be paid to the CFO in cash and 50% will be deferred into shares vesting
after three years as prescribed by the Policy.
Scheme interests awarded in FY2023
Deferred bonus plan awards granted in FY2023
No time-vesting share awards in respect of the FY2022 Deliveroo bonus plan were made in 2023.
PSP award granted in FY2023 (audited)
In FY2023, a PSP conditional share award was granted to the CFO, Scilla Grimble. The CEO does not participate in the PSP award
for the duration of the current Policy.
Director
Basis of award
(% of salary)
Percentage
payable at
threshold
(% of maximum)
Vesting
period
End of
Performance
period
1
Number
of conditional
shares awarded
Face value
of award
Share price
used to
determine
number of
shares granted
2
Scilla Grimble (CFO)
1
500% 25% 29 March 2023 –
28 March 2026
28 March 2026 2,861,394 £2,500,000 0.8737
1. See table below.
2. The share price represents a 30-day average share price to the date of grant.
The performance targets for the PSP award granted to the CFO on 29 March 2023 are set out below. TSR performance
will be assessed using two independent measures of relative TSR and absolute TSR, each with a weighting of 45% of the
maximum opportunity.
The 2023 PSP also incorporates an ESG component containing two measures with a combined 10% weighting, to ensure our
commitments to sustainability are reflected in the overall pay structure:
• Reduction in Scopes 1 and 2 GHG emissions target – the 2022’s market-based SECR disclosure (see page 43 of the 2022 Annual
Report and Accounts) will be used as baseline. Reduction in Scope 2 emissions will be considered on a market basis; and
• Representation of women at senior levels of the organisation (Level 7+) – the baseline is set as a headcount snapshot in
January 2023, when 39% of senior roles across the Company were held by women (26% in tech roles, and 46% in non-tech roles).
A summary of the targets is set out below:
Measure
Threshold
(25% of max)
Target
(see below)
Maximum
(100% of max)
Performance
period
Relative TSR performance
against the FTSE 100
50th percentile Straight-line vesting
between threshold
and maximum
80th percentile 29 March 2023–
28 March 2026
Absolute TSR 25% p.a. growth
from grant
30% p.a. growth
from grant
40% p.a. growth
from grant
29 March 2023–
28 March 2026
ESG component Reduction in Scopes
1 and 2 greenhouse
gas emissions
15% reduction
compared to
2022 baseline
Straight-line vesting
between threshold
and maximum
25% reduction
compared to
2022 baseline
1 January 2023–
31 December 2025
Representation
of women at
senior levels
44% women
(underpin of 33% in
tech roles)
48% women 1 January 2023–
31 December 2025
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
115Annual Report 2023 deliveroo plc
Annual Report on Remuneration continued
Scheme interests awarded in FY2023 continued
PSP award granted in FY2023 (audited) continued
Performance will be measured over a three-year period as set out in the table above. Payouts occur on a straight-line basis
between each of the performance points and targets have been set which are challenging and support Deliveroo’s ongoing
business expectations.
The Committee retains its right to exercise downward discretion on the level of vesting if the overall corporate performance
and the shareholder experience during the performance period does not warrant the formulaic level of vesting against the
two shareholder return measures. The Committee will further review the awards on vesting to ensure that participants do not
benefit from windfall gains.
Buy-out awards made to the CFO on joining (audited)
Buy-out awards were made to Scilla Grimble under the Deliveroo Incentive Plan (‘DIP’) as compensation for incentives forfeited
on leaving her previous employer, Moneysupermarket.com plc. Details of the 2021 and 2022 LTIP buy-out awards were set
out in the 2022 Annual Report as well as in an RNS announcement on 31 March 2023. The deferred portion of the 2022 annual
bonus buy-out award was described in an RNS announcement made on 21 April 2023. The value of each buy-out award was
designed to be no greater than the value being forfeited under the awards provided by Scilla’s prior employer. The awards
vest subject to her continued service with Deliveroo and to the satisfaction of the conditions set out in the below section.
Details of the CFO’s buy-out awards are as follows:
Original award replaced
Type of award
made at Deliveroo Date of grant Vesting date
Number
of shares
awarded
Share price
of award
£
Face value
of award
£’000
2021 LTIP award Restricted
stock award
with no
performance
conditions
29 March 2023 31 March 2024
(further 2-year
holding period
to be applied)
129,932 0.9074
1
117.9
2022 LTIP award
2
Performance
share award
29 March 2023 12 April 2025
(further 2-year
holding period
to be applied)
797,635 0.9179
3
732.1
2022 DSP award
2
Deferred share
plan award
20 April 2023 20 April 2026 195,412 0.8691
4
169.8
1. The share price represents the 30-dealing day trailing average share price to the date of the announcement of Scilla leaving her previous employer
(20 June 2022).
2. The face value of awards are equivalent to the value of awards forfeited from Moneysupermarket.com – further detail on how the face value of awards have
been calculated is set out below and on pages 121 and 122 of the 2022 Annual Report.
3. The share price represents the 30-dealing day trailing average share price from the date Scilla’s forfeited the 2022 LTIP award (17 February 2023, when she
stepped down from the Moneysupermarket.com Board).
4. The share price represents the 30-dealing day average share price immediately preceding the date on which Scilla would have been granted the deferred
share award by Moneysupermarket.com (31 March 2023).
Summary of valuation approach for buyout awards:
• 2021 LTIP: As around two-thirds of the performance period had elapsed on this award when Scilla joined as CFO, an estimated
outcome of 30.8% of the maximum opportunity was used to determine the level of Deliveroo shares granted. This represents
a fair assessment of the performance of the Moneysupermarket.com’s award up to that point, and as such no further
performance conditions apply to the award. A two-year holding period will still apply after vesting in line with the Policy.
• 2022 LTIP: The number of shares was calculated by taking the face value of the forfeited award under Moneysupermarket.
com’s Long Term Incentive Plan and dividing this by the 30-dealing day trailing average Deliveroo share price (£0.9179). The
performance conditions for the 2022 LTIP buyout will be measured over a three-year period matching the vesting period,
and payout will occur on a straight-line basis between each of the performance points. The date of grant share price of
£1.18 is taken as the starting share price.
Directors’ Remuneration Report continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
116 deliveroo plc Annual Report 2023
Targets are as follows (in line with the Executive Team’s 2022 PSP award):
Deliveroo’s TSR % rank vs FTSE 100 peer group
TSR matrix (% of max payout of TSR element) <50% 50% (threshold) 65% (target) ≥80% (maximum)
The Company’s TSR calculated based
on CAGR per annum
<15% p.a. nil nil nil nil
15% p.a. (threshold) nil 25% 45% 65%
20% p.a. (target) nil 45% 63.75% 82.5%
≥30% p.a. (maximum) nil 65% 82.5% 100%
• 2022 DSP: The number of shares was calculated by taking the face value of the award that would have been awarded
under Moneysupermarket.com’s Deferred Bonus Plan and dividing this by the 30-dealing day trailing average Deliveroo share
price (£0.8691).
Pre-Admission RSU awards (audited)
Many members of our Senior Management hold equity incentives which were in place prior to Admission to ensure ongoing
retention, incentivisation and alignment with shareholder interests. For the CEO, this includes pre-existing RSUs which are
subject to time-based vesting only. These RSUs relate to pre-Admission incentives and are not part of the Group’s ongoing
remuneration arrangements. Full information about these awards and about the CEO’s Special pre-Admission one-off RSU
award can be found in the 2021 Directors’ Remuneration report.
Performance graph against the FTSE 100
Deliveroo shares began conditional trading on the London Stock Exchange on 31 March 2021. The chart below shows the TSR
performance of £100 invested in Deliveroo from 31 March 2021 (using the offer price of £3.90 per share) to 31 December 2023
against the FTSE 100. The FTSE 100 was chosen as the comparator index for the Group given the comparable market capitalisation
at the time of Admission.
140
120
100
80
60
40
20
0
Mar 21 Aug 21 Dec 21 May 22 Oct 22 Feb 23 Jul 23 Dec 23
Deliveroo FTSE 100 index
Chief Executive Officer’s historical remuneration
The annual remuneration for the CEO from the date of incorporation on 25 February 2021 to 31 December 2023 is shown in
the table below. In future reports, the table will build up towards 10 years’ worth of historical data. Although the pre-Admission
one-off RSU award to the CEO was included in the FY2021 single total figure of remuneration, given the one-off nature of this
award and to enable a more meaningful comparison, we have presented total remuneration on both a reported basis and
excluding the one-off RSU award.
Year ended 31 December FY2021 FY2022 FY2023
CEO Will Shu Will Shu Will Shu
Total remuneration (£’000) (reported) 106,181.5 625.5 674.7
Total remuneration (£’000) (excluding one-off RSU award) 542.2 625.5 674.7
Annual bonus (% of maximum)
1
— — —
Vesting of PSP awards (% of maximum)
2
— — —
1. The CEO did not participate in the annual bonus for FY2021, FY2022 or FY2023, and will not participate for the duration of the current Policy.
2. Not applicable as the CEO did not participate in the PSP awards for FY2021, FY2022 or FY2023, and will not participate for the duration of the current Policy.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
117Annual Report 2023 deliveroo plc
Directors’ Remuneration Report continued
Annual Report on Remuneration continued
Single total figure of remuneration for each Non-Executive Director (audited)
The tables below set out the total remuneration and breakdown for the Non-Executive Directors for FY2022 and
FY2023, respectively.
Non-Executive Directors’ remuneration
Fees
Taxable
benefits
1
Total
remuneration
Year £’000 £’000 £’000
Claudia Arney 2023 425.0 — 425.0
2022 425.0 — 425.0
Dominique Reiniche 2023 110.0 — 110.0
2022 110.0 — 110.0
Dame Karen Jones DBE 2023 160.0 — 160.0
2022 160.0 — 160.0
Peter Jackson 2023 90.0 — 90.0
2022 90.0 — 90.0
Rick Medlock 2023 125.0 — 125.0
2022 125.0 — 125.0
Lord Simon Wolfson
2
2023 N/A N/A N/A
2022 54.9 — 54.9
Tom Stafford
3
2023 — — —
2022 — — —
1. There were no taxable benefits paid to Non-Executive Directors during the year.
2. Lord Simon Wolfson stepped down from the Board effective close of business on 9 August 2022.
3. Tom Stafford waived all fees and benefits for FY2022 and FY2023.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
118 deliveroo plc Annual Report 2023
Statement of Directors’ shareholdings and share interests (audited)
The table below summarises the current shareholdings of Directors and the shareholding requirements under which
Executive Directors are expected to build and maintain a minimum shareholding of 800% of salary in the Company. The CEO
has met the minimum requirement. The CFO, Scilla Grimble, has five years from her appointment on 20 February 2023 to satisfy
the requirement. In addition, Executive Directors are required to hold shares after cessation of employment to the full value of
the shareholding requirement (or the existing shareholding if lower at the time) for a period of two years.
Director
Shareholding
requirement
as % of salary
Shares
actually
owned
1,5
Unvested
shares subject
to continued
service
2
Unvested
shares
subject to
performance
3
Value of shares
held subject to
shareholding
requirement
as % of salary
4
Estimated value
of shares held
subject to
shareholding
requirement as
at 31 Dec 2023
£’000
Estimated
change
at +/- 50%
share price
change
£’000
Executive Directors
5
Will Shu (CEO) 800% 102,508,168 20,403,550 N/A 24,100% 144,599 72,299
Scilla Grimble (CFO)
6
800% — 325,344 3,659,029 44% 220 110
Non-Executive Directors
5
Claudia Arney 618,800 N/A N/A N/A N/A N/A
Dominique Reiniche 51,282 N/A N/A N/A N/A N/A
Dame Karen Jones DBE N/A 51,282 N/A N/A N/A N/A N/A
Peter Jackson 8,000 N/A N/A N/A N/A N/A
Rick Medlock 235,800 N/A N/A N/A N/A N/A
Tom Stafford 0 N/A N/A N/A N/A N/A
1. Represents actual shares owned as at 31 December 2023. Will Shu currently owns Class B shares only, which contribute towards his current shareholding.
He is also a founder shareholder and as a result has a relatively high shareholding. All other Directors own Class A shares only.
2. Represents unvested RSU awards made pre-IPO and annual bonus deferred share awards (if applicable), all of which are calculated on a net of tax basis.
3. Represents the PSP awards which are subject to ongoing performance conditions (if applicable).
4. Shareholding requirement is calculated on the basis of: a) vested shares; b) purchased shares; and, if applicable, c) unvested deferred bonus shares; d) PSP
shares in the two-year holding period; and e) unvested pre-IPO grants which are subject to time vesting (where c), d) and e) are calculated on net of tax basis).
It is calculated with reference to the closing share price of £1.276 as at 31 December 2023 and the year-end salaries of the Executive Directors. Values are not
calculated for Non-Executive Directors as they are not subject to shareholding requirements.
5. No Directors or connected persons (i.e. spouse) currently have any vested shares. In connection with their appointments as Directors of the Company, the Chair
and certain Non-Executive Directors were offered the opportunity to acquire Ordinary Shares in Roofoods Ltd (‘Roofoods Shares’) and receive a matching award of
Roofoods Shares. The Chair and Non-Executive Directors each took up this opportunity and the matching awards were granted with effect from 4 February 2021.
Under the terms of the awards, the Chair and each of the Non-Executive Directors subscribed for Roofoods Shares at their nominal value on terms that the shares
may be forfeited (in whole or in part) if they cease to be a Director of the Company (or Roofoods Ltd) within three years of 4 February 2021. The Chair and Non-
Executive Directors may not dispose of the shares for so long as they are subject to forfeiture.
6. Scilla Grimble joined the Board on 20 February 2023 and has five years to build her required shareholding.
7. As at 11 March 2024, no further changes have occurred to the interests stated in the above table.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
119Annual Report 2023 deliveroo plc
Directors’ Remuneration Report continued
Annual Report on Remuneration continued
Payments to past Directors/payments for loss of office (audited)
Adam Miller’s 12-month notice period commenced on 20 June 2022 on the announcement of his departure. Adam stepped
down as Chief Financial Officer on 17 September 2022 and was placed on garden leave until 17 February 2023. The remainder
of his notice period ended on 20 June 2023. Details of Adam’s remuneration arrangements relating to his time on the Board
were set out in the 2022 Directors’ Remuneration Report. Other than the treatment set out in the 2022 Directors’ Remuneration
Report, no further payments for loss of office were made to Adam. The 2021 PSP award attributable to Adam will vest on
15 May 2024 and will be disclosed next year. The below outlines payments made in FY2023.
Fixed remuneration
Adam was paid salary and benefits with a value of £67,404 from 1 January 2023 to 17 February 2023, when his garden
leave ceased. Payments in lieu of basic salary and benefits to a total of £168,590 were paid in monthly instalments over the
remainder of Adam’s 12-month notice period which ended on 20 June 2023.
Annual bonus
Adam did not participate in the 2023 bonus arrangements.
Adam was granted ‘good leaver’ status in respect of his entitlement to a bonus for his time on the Board in FY2022. His pro-rated
bonus of £287,384 was paid fully in cash in 2023 given that Adam is a US tax citizen and is subject to the provision of Section 409A
of the US Internal Revenue Code. Details of the bonus outcome are outlined in the 2022 Directors’ Remuneration Report.
During the year Adam’s deferred bonus of £360,000 from FY2021 was settled fully in cash in 2023 given he is a US tax citizen
and is subject to the provision of Section 409A of the US Internal Revenue Code, which creates possible tax compliance
complexities if the deferral is enforced.
Contribution to legal and tax costs and Directors and Officers insurance
Deliveroo continued to contribute up to £15,000 (plus VAT) towards the filing of his UK and US tax returns for the years in
which Adam was employed by Deliveroo (which included a period of 2023). He was also covered by the Company’s Directors
and Officers insurance for the full duration of his employment.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
120 deliveroo plc Annual Report 2023
Statement of implementation of the Policy for FY2024
Element Summary and implementation for FY2024
Salary A 3% increase to the salaries for Executive Directors has been awarded effective 1 January 2024, below
the average increase awarded to the wider employee population of c.4%. Salaries are:
• CEO: £618,000
• CFO: £515,000
Pension The CEO and CFO are entitled to receive a pension contribution of up to 5% of salary in line with
employees in the UK as cash in lieu.
Benefits Normal benefit provisions apply and include private health cover, life assurance, UK and home country
personal tax advice and tax filing services.
Annual bonus Maximum annual bonus for Executive Directors is 180% of salary. The CEO does not participate in the
annual bonus for the duration of the current Policy. Fifty percent (50%) of total bonus is paid in cash
and the remaining 50% is paid in the form of DSP awards deferred for three years.
Pay out ranges are (as a percentage of maximum opportunity):
• Threshold performance: 25%
• On-target performance: 50%
• Maximum performance: 100%
There is straight-line vesting between these points.
The performance measures and their weighting as a percentage of maximum opportunity will be:
• Growth in GTV: 45%
• Adjusted EBITDA: 45%
• Service measure – improvement in customer service outcomes: 10%
Actual performance targets are not disclosed prospectively as they are considered to be
commercially sensitive. Full disclosure will be published in the FY2024 Directors’ Remuneration Report.
Malus and clawback provisions apply.
PSP award For 2024, it is intended that an award of 500% of salary will be made to the CFO subject to performance
conditions. The CEO does not participate in the PSP awards for the duration of the current Policy.
PSP awards vest over three years from the date of grant and are subject to the achievement of
performance measures. A further two-year holding period applies to vested shares.
Vesting of the PSP award will be based on a relative TSR measure with a 30% weighting, an absolute
TSR measure with a 30% weighting, an absolute adjusted EBITDA measure with a 30% weighting and
two ESG measures with a combined 10% weighting. Targets are set out below.
Measure Threshold (25% of max.) Target (see below) Maximum (100% of max.)
Relative TSR performance against
the FTSE 100
50th percentile Straight-line vesting 80th percentile
Absolute TSR 15% growth p.a 20% growth p.a 25% growth p.a
Absolute adjusted EBITDA To be disclosed at vesting
ESG component Reduction in Scopes
1 and 2 greenhouse
gas emissions
20% Straight-line vesting 30%
Representation of
women at Level 4+
41% (with an
underpin in 27%
in tech)
Straight-line vesting 42%
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121Annual Report 2023 deliveroo plc
Directors’ Remuneration Report continued
Element Summary and implementation for FY2024
PSP award continued
Details of the adjusted EBITDA measure range have not been disclosed as the Board considers these
to be commercially sensitive, and, therefore, their publication would put the Company at a disadvantage.
The range will be disclosed retrospectively, alongside the achievement against it, on vesting of the PSP
awards. The threshold level of performance is significantly in excess of the adjusted EBITDA performance
for FY2023 and the range takes into account analysts’ forecasts and our three-year plan for profitability
level communicated to investors at the Capital Markets Event in November 2023.
For the reduction in Scopes 1 and 2 GHG emissions target, the Committee will be using 2022’s market-based
SECR disclosure (see page 42 of the 2022 Annual Report) as the baseline against which performance will be
measured in 2026. Reduction in Scope 2 emissions will be considered on a market basis for the purpose of
this target.
Having widened the base for our representation of women targets from senior-only to mid and senior
levels of the organisation, defined as Level 4 and above, the targets have been re-calibrated since
last year to account for a bigger population. Although the revised targets might look lower compared
to those used for the 2023 PSP Level 7+ target, it is not a like-for-like comparison, as the population
captured is larger and the representation point of women in Tech for Level 4+ is lower than compared
to Level 7+. In formulating our target, we used a snapshot of data from the January 2024 headcount
as the baseline – with 39% of Level 4+ roles across the Company held by women (25% in Tech Level 4+
roles and 53% in non-Tech Level 4+ roles).
Payout for levels of performance are as follows (as a percentage of maximum opportunity):
• Threshold performance: 25%
• Target performance: 50%
• Maximum performance: 100%
For relative TSR and the two ESG measures, payout is on a straight-line basis from threshold to
maximum. For absolute TSR and the absolute adjusted EBITDA measure, payout is on a straight-line
basis between threshold and target, and target and maximum.
Malus and clawback provisions apply.
Shareholding
requirement
During employment, Executive Directors are expected to build and maintain a minimum shareholding
of 800% of salary. Executive Directors are expected to retain the net of tax number of shares they
receive through PSP awards until the shareholding requirement has been met.
Post-employment, Executive Directors are required to hold shares after cessation of employment
to the full value of the shareholding requirement (or the existing shareholding if lower at the time
of leaving employment) for a period of two years.
NED fees A 3% increase to the base fee for Non-Executive Directors and for the Chair fee has been awarded
effective 1 January 2024. The average increase awarded to the wider employee population was c.4%.
Non-Executive Directors are paid a base fee and additional fees for acting as Senior Independent
Director and Chair of Board Committees (or to reflect other additional responsibilities and/or
additional/unforeseen time commitments). The Chair of the Board receives an all-inclusive fee.
• Chair fee: £438,000
• Non-Executive Director base fee: £93,000
• Senior Independent Director fee: £35,000
• Committee Chair fee: £35,000
• Employee Engagement Non-Executive Director fee: £20,000
Annual Report on Remuneration continued
Statement of implementation of the Policy for FY2024 continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
122 deliveroo plc Annual Report 2023
Fairness, diversity and wider employee considerations
Overview of the Committee’s process
Given the Company’s standard listing, there is no
requirement to comply with the requirements of the UK
Corporate Governance Code. However, the Committee feels
it is appropriate to do so given the Company’s commitment
to high standards of corporate governance. In line with the
Code, in particular Provision 41, the Committee seeks to
understand why remuneration is appropriate using internal
and external measures including pay ratios and pay gaps.
The Committee is further committed to ensuring the reward
framework is applied appropriately across the organisation
with a particular focus on Executive Directors and Executive
Committee members. By maintaining oversight of employee
pay, policies and incentives, the Committee ensures that the
approach to Executive Director remuneration is aligned with
that applied to the wider organisation.
During 2023 the Committee refreshed the total reward
approach to better support our business strategy and
reflect market conditions. As a result, we have implemented
a more targeted approach to employee equity ownership
that is grounded in talent strategy principles, and also
takes into account our objectives, costs and the impact on
overall dilution. In refreshing our total reward approach, we
also considered our evolving talent strategy and Employee
Value Proposition (‘EVP’). For more information about how we
have enhanced our employee experience in the past year,
please see the People section on page 42. The Company
remains committed to providing competitive pay to all
of our employees to ensure that we attract and retain
talent capable of delivering Deliveroo’s ambitious strategy.
The Committee will continue to monitor and support the
evolution of our reward approach and its link to the EVP.
Cascade of pay and incentives for employees
The Committee takes steps to ensure that consistent principles are applied to the pay and reward framework for employees
across the organisation. The table below summarises Deliveroo’s key remuneration elements.
Remuneration element Details
Salary Salaries are set to reflect the market value of the role and to aid recruitment and retention.
The Committee is kept informed on the peer groups used for benchmarking salary bands as well
as target positioning for salaries across different functions.
Benefits The Group provides benefits to all employees and these align with local market norms and
regulatory requirements.
Pension Pension contributions in the UK are up to 5% of salary for all employees. Outside the UK, we comply with
local regulatory requirements.
Annual bonus The majority of our employees share in the success of the Group by participating in either the annual
bonus scheme or a commercial bonus scheme. The annual Company bonus takes into account
both individual performance as well as Company performance, and the commercial bonus is tied to
individual and team KPIs that directly contribute to Company success.
RSP awards Employees above a certain seniority level receive equity awards on appointment and then additional
performance-based awards as part of the annual performance cycle. Starting last year, we have been
revising our approach from one aligned to the technology sector, where it is common practice for
equity ownership to be widespread among employees of all levels, to one that is more closely aligned
to UK listed company market practice, whereby equity is a remuneration tool reserved for more senior
employees and certain roles deemed critical, where greatest impact is made.
PSP awards PSP awards are provided to members of our Executive Team and reinforce the delivery of long-term
creation of value for our shareholders and wider stakeholders. The retention of shares by senior
executives post-vesting ensures further long-term alignment. Measures and targets are consistent
between participants.
Shareholding
requirement
Supports the alignment of executives’ interests with shareholders. Executive Directors have an 800%
of salary shareholding requirement and a lower guideline applies for other Executive Team members.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
123Annual Report 2023 deliveroo plc
Directors’ Remuneration Report continued
Fairness, diversity and wider employee considerations continued
Wider employee engagement
As set out in our Corporate Governance report on page 79,
the Board is committed to a constructive dialogue with our
employees to enable us to better reflect their interests in
future Company and strategic decisions and to help ensure
Deliveroo is a great place to work. The Committee takes
into account general employee remuneration and related
policies, and the alignment of incentives and rewards with our
strategy and values when setting and operating the Policy for
Executive Directors’ remuneration. The performance measures
set for short and long-term incentives underpin the Group’s
performance-driven culture and strategy. We publish the
Core Principles of Remuneration and the Policy, as well as the
cascade of pay and incentives for employees on our Intranet
(our internal intranet site), so that employees can access
this information and raise questions should they wish. The
Committee also receives regular updates from the Chief People
Officer on any changes to the wider Group Remuneration Policy.
Dominique Reiniche, our Designated Employee Non-Executive
Director, updates the Board on employee engagement matters.
More information on the approach to employee engagement is
set out in the Stakeholder statement on page 25 and the People
section on page 42.
Shareholder engagement
The Chair of the Remuneration Committee wrote to
shareholders to elaborate on the intended implementation of
the Policy for FY2023, specifically highlighting where changes
to incentive measures were planned. Shareholders were
further invited to provide feedback and ask any questions
they may have directly to the Chair of the Committee or
as part of the broader governance engagement exercise
conducted by our Chair, Claudia Arney, ahead of the 2023
AGM. The feedback we received has been overwhelmingly
positive, as evidenced by the reception of the 2022 Directors’
Remuneration Report at the AGM and the high percentage of
supporting votes it received.
Some shareholders expressed interest in the changes
implemented to incentives in 2023, namely why the customer
service metric had replaced the employee engagement
metric in the bonus and why we had decided on independent
TSR measures for the 2023 PSP awards. We explained that the
changed measure in the bonus was to reflect that customer
service as a key strategic focus, while the split of the TSR
measures was a move to make our long-term incentive
awards simpler to operate, fairer and more balanced. We have
assured shareholders that targets are strongly aligned
with our strategy and continue to be set so that they are
sufficiently stretching to justify the quantum of the awards.
Diversity and equal opportunities
We are dedicated to furthering a Company culture that
fosters inclusivity, and where gender equality and fairness
are at the heart of our practices and policies. The Committee
acknowledges the need to continue improving Deliveroo’s
Gender Pay Gap and to achieve a better balance of the
Company. Deliveroo’s 2022/23 Gender Pay Gap (‘GPG’) is as
follows for employees of Roofoods Ltd only (per relevant
UK Government regulations) and for all UK employees:
Roofoods Ltd All UK employees
• Mean GPG: 17.2% • Mean GPG: 13.9%
• Median GPG: 24.3% • Median GPG: 21.2%
• Mean bonus gap: 29.9% • Mean Bonus Gap: 29.6%
• Median bonus gap: 20.6% • Median Bonus Gap: 20.7%
Looking at the “all UK employees” for consistency with
how we reported last year, our gender pay gap has seen
a slight improvement in the mean and median. One of the
most notable improvements has been in the mean bonus
gap, which has seen a substantial reduction from 82.9% in
2021/22 to 29.6% in 2022/23. The drop is largely attributed to
the fact that the effect of the IPO equity awards vested and
exercised in the 12 months prior to 5 April 2022 is no longer
impacting the results.
These outcomes are encouraging improvements; we see the
gender pay gap numbers as a useful tool in pinpointing some
of the issues within our wider goal to enhance the experiences
of women at Deliveroo and position ourselves as a more
appealing employer for a wide range of talent. Ultimately, our
objective is to promote sustainable change through a multi-
year action plan, spearheaded by the Executive Team. To learn
more about this, please refer to the People section on page
42. As a technology company, we are cognisant of the broader
systemic issue of female representation in the industry and
aspire to be part of the solution. As a signatory to the Tech
Talent Charter, we are committed to driving greater inclusion
and diversity in technology roles.
In the last year, the diversity, equity, and inclusion team
(‘DE&I’) continued its focus on how to enable an inviting
and balanced culture for Deliveroo’s underrepresented
talent, empowered by data-informed solutions as well as
improvements to the design and impact of our employee
experience. Some of the highlights are included below:
• Progressed the Gender Equity Impact Plan we established in
December 2021, which resulted in a notable increase in the
representation of women in senior leadership, with tech roles
reaching 29% and non-tech roles reaching 47%, surpassing
our 2022 figures by 3% and 1%, respectively. This progress
aligns with our ambitious 2025 goals of achieving 33%
representation in tech and 50% in non-tech roles.
• Facilitated executive DE&I accountability workshops
mapped to our key community impact areas of gender
equity, racial equity, and LGBTQ+ inclusion, furthering their
involvement in building a more inclusive Company.
• Evolved the remit of our work’s focus to include ethnicity,
sexual orientation and gender diversity, and disability,
developing multi-year plans to deliver positive impact for
some of our most marginalised employees.
• Through strategic consultation, embedded equity into new
core processes linked to company business outcomes like
our Generative AI and Code of Conduct policies.
• Launched science-backed global inclusion learning
journeys with a live leadership development component.
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124 deliveroo plc Annual Report 2023
• Expanded the voluntary global Self-ID programme to include new aspects of identity giving us access to a more holistic
picture of our employee makeup in dimensions like race, ethnicity, gender identity and sexual orientation.
• Expanded the number and efficacy of our employee-led resource groups, which saw global employee membership
increase during the year and our LGBTQ+ group, Deloveroo, awarded ‘Highly Commended’ in the Outstanding LGBTQIA
Network of the Year at the European Diversity Awards.
• Celebrated our most ambitious Pride month to date, funding thousands of free meals in restaurants across the United
Kingdom for LGBTQ+ people experiencing homelessness and raising over £50,000 to help end LGBTQ+ bullying in schools.
• Deepened our investment in Black talent within Tech through our second-year sponsorship of Black Tech Fest, the largest
gathering of Black tech talent in Europe, and continuing our mentorship programme for Black youth together with BelEve.
Change in the Directors’ remuneration compared with employees’
The table below sets out how the change in reported remuneration for each Director between FY2022 and FY2023 compares
to the change in average pay for employees of Roofoods Ltd, where the majority of our UK colleagues are employed.
FY2023 FY2022
1
Salary
1
(% c h a n g e )
Benefits
2
(% c h a n g e )
Bonus
3
(% c h a n g e )
Salary
1
( % ch an g e )
Benefits
2
( % ch an g e )
Bonus
3
( % ch an g e )
Executive Directors nil 234.8 N/A nil 49.6 (60.1)
Will Shu nil 234.8 N/A nil 2.6 N/A
Scilla Grimble
4
N/A N/A N/A N/A N/A N/A
Adam Miller
5
N/A N/A N/A nil 122.7 (60.1)
Non-Executive Directors nil nil N/A 14.3 nil N/A
Claudia Arney nil nil N/A nil nil N/A
Dominique Reiniche
6
nil nil N/A nil nil N/A
Dame Karen Jones DBE
7
nil nil N/A 28.0 nil N/A
Peter Jackson
8
nil nil N/A N/A N/A N/A
Rick Medlock nil nil N/A nil nil N/A
Lord Simon Wolfson
9
N/A N/A N/A nil nil N/A
Tom Stafford
10
N/A N/A N/A N/A N/A N/A
Average pay for all employees
11
3.1 8.0 6.3 6.7 17.8 10.5
1. The percentage change presented is based on annualised Executive and Non-Executive Director emoluments in 2021 and 2022, and therefore includes a notional
amount for the period of 2021 before incorporation on 25 February 2021. The table reports on full-time equivalent figures for Executive and Non-Executive Directors.
2. The benefits increase for the Executive Directors in FY23 is reflective of higher fees paid by Will Shu in respect of tax advice in FY2023, including P11d costs for 22/23
tax year that have been covered by the Company. The benefits increase for the Executive Directors in FY22 was reflective of higher fees paid in respect of tax advice
received by Will Shu and Adam Miller in 2022. The benefits offered to Executive Directors have not changed in FY2023 versus FY2022. There were no taxable benefits
paid to Non-Executive Directors during the year.
3. The year-on-year bonus decrease in FY2022 is reflective of bonus outcome in FY2021 versus FY2022, respectively, and of the pro-ration applied in respect of
Adam Miller’s time on the Board. Will Shu does not participate in the annual bonus for the duration of the current Policy. Non-Executive Directors do not participate
in the annual bonus.
4. Scilla Grimble joined the Board on 20 February 2023. Since no period year data is available for salary, benefits or bonus, the year-on-year change in remuneration will be
included in next year’s report.
5. Adam Miller stepped down from the Board on 17 September 2022. His salary and benefits for FY2022 have been taken on an FTE basis for the purpose of this
comparison. The bonus paid to Adam Miller in respect of FY2021 and FY2022 was reported in full and is an accurate year-on-year representation of the percentage
change in his bonus pay.
6. Dominique Reiniche joined the Board on 1 May 2021. Her pay for 2021 has been taken on an FTE basis for the purpose of the FY2022 comparison.
7. Dame Karen Jones DBE joined the Board on 1 June 2021. Her pay for 2021 has been taken on an FTE basis for the purpose of the FY2022 comparison. The increase in her
fees is in respect of her Senior Independent Director (‘SID’) role from 1 January 2022.
8. Peter Jackson joined the Board on 1 January 2022.
9. Lord Simon Wolfson stepped down from the Board effective close of business on 9 August 2022. His pay for 2022 has been taken on an FTE basis for the purpose of the
FY2022 comparison.
10. Tom Stafford waived all fees and benefits for FY2022 and FY2023.
11. Percentage change by element is calculated based on pay received for the full FY2021, FY2022 and FY2023, respectively. All benefits costs are included in the benefits
percentage change figure. The percentage increase in bonus paid to the population captured reflects Company bonus as well as other one-off bonuses paid,
e.g. sign-on and spot bonuses.
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125Annual Report 2023 deliveroo plc
Directors’ Remuneration Report continued
Fairness, diversity and wider employee considerations continued
Change in the Directors’ remuneration compared with employees’ continued
The relevant regulations prescribe that the above comparison should include all employees of the Parent Company. However,
since there are no individuals employed by Deliveroo plc, a representative comparison has instead been formulated using all
UK-based employees of Roofoods Ltd as the basis for this calculation. The average change for all employees has been calculated
on a full-time equivalent basis, by reference to pay received for the full FY2022 and FY2023 (excluding any restricted shares
vesting). The salary increase reflects changes made through the standard annual salary review as well as additional changes
made throughout FY2022 and FY2023, i.e. promotions,role changes and changes in headcount. The change to the level of taxable
benefits has been driven by higher average take-up of benefits in FY2023 compared to FY2022. The increase in the percentage
change to the average bonus paid to all employees is driven by the knock-on effect of the increase in average salary and a more
targeted use of sign-on bonuses compared to FY2022.
CEO pay ratio
The table below sets out the Company’s CEO pay ratio disclosure. The data shows how the CEO’s single figure of remuneration
(as taken from the single figure remuneration table) compares with the single figure of remuneration for full-time equivalent
UK employees, ranked at the 25th, 50th and 75th percentiles of total pay.
We have chosen Option A under the Regulations for the calculation as it takes into consideration the full-time equivalent basis of
all UK employees and provides a representative result of employee pay conditions across the Company. This option was selected
as it was considered to be the most efficient and robust approach in respect of gathering the required data and in particular
was considered to be the most accurate way of identifying the best equivalents of the 25th, 50th and 75th percentiles.
The FY2023 data for employees was calculated by reference to full-time equivalent salary, pension, benefits and equity plan
data and the annual bonus amounts for employees have been taken on an estimated basis. Total pay and benefits for all
have been calculated as at financial year-end in accordance with the single figure methodology and are based on full-time
equivalent salaries, pension and benefits. We have not omitted any pay elements from the calculation. The data for the CEO
is the single figure of remuneration for FY2022 as taken from the single figure remuneration table.
In last year’s Annual Report we set out the CEO pay ratio on the basis of reported FY2022 single figure. While the salary, pension,
benefits and equity plan data for employees were taken on a full-time equivalent basis, the annual bonus amounts for employees
were taken on an estimated basis. The following table presents a restated version of the FY2022 pay ratio using actual FY2022
employee bonus outcomes, with all elements of pay included on the same basis as in the single figure table for the CEO.
Year Methodology
1
25th percentile
ratio
50th percentile
ratio
75th percentile
ratio
FY2023 (reported total single figure) Option A 17:1 9:1 6:1
FY2022 (reported total single figure) Option A 16:1 8:1 5:1
FY2021
2
(excluding CEO’s one-off RSU award) Option A 15:1 7:1 4:1
FY2021
2
(reported total single figure) Option A 3,031:1 1,327:1 778:1
1. Total pay for employees includes equity received in the form of restricted share awards as this is part of the ongoing remuneration structure for employees.
2. The median CEO pay ratio outcomes for FY2021 were largely driven by the one-off RSU award granted to our CEO in FY2021, which was inherently different to the
structure of restricted shares for our employees. We have therefore set out the CEO pay ratio on the basis of reported FY2021 single figure as well as reported
FY2021 single figure excluding the one-off IPO RSU award to the CEO.
The table below sets out the salary and total pay and benefit details for the CEO and the employees at the 25th, 50th and 75th
percentiles for FY2023.
FY2023
Salary
Total pay
1
and benefits
Pay data £’000 £’000
CEO (reported) 600.0 674.7
UK employee 25th percentile 32.4 39.7
UK employee 50th percentile 65.0 74.9
UK employee 75th percentile 96.6 114.0
1. Total pay for employees includes equity received in the form of restricted share awards as this is part of the ongoing remuneration structure for employees.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
126 deliveroo plc Annual Report 2023
The Committee notes the marked decrease in the median CEO pay ratio since the ratio reported for FY2021 when his one-off
incentive was included in the single figure table. Moreover, the CEO does not participate in the annual bonus and PSP awards
for the duration of the current Policy. Therefore, the ratio of 9:1 reflecting median employee total pay and benefits compared
to total single figure number for the CEO is an accurate representation of total pay received in FY2023. The increase since the
FY2022 restated ratio of 8:1 reflects the higher level of benefits (incl. pension) received by the CEO in FY2023 as well as the
change in our remuneration philosophy for the wider workforce that became effective in FY2023, namely the more targeted
use of equity grants. The Committee reviews information about employee pay, reward and progression policies of the Group and
is comfortable that the median pay ratio is consistent with these policies and the need to ensure the Group can attract the best
talent to achieve its strategic objectives.
Relative importance of spend on pay
The table below shows the expenditure of the Company on staff costs against dividends paid to shareholders in 2023 and 2022.
FY2022 FY2023
Relative importance of spend on pay £m £m % change
Employee costs
1
382.0 370.2 (3.1)%
Dividends — — —
Share buyback 66.0 312.8 373.9%
1. Employee costs as taken from note 27 to the financial statements.
Other disclosures
Fees paid to advisers in the year
PwC advised the Committee on all aspects of remuneration during the year after being formally appointed by the Remuneration
Committee as adviser in 2021. PwC is a member of the Remuneration Consultants Group and the voluntary code of conduct
of that body is designed to ensure objective and independent advice is given to remuneration committees. Other PwC teams
provide certain non-audit services to the Company in areas of tax and consulting. The Committee is satisfied that no conflicts
of interest exist in the provision of these services and that the advice provided is independent and objective. Fees of £143,350
were paid to PwC during the financial year in respect of remuneration advice received. Fees were determined via a combination
of fixed fees and time and expenses.
The Committee receives support from Tony Murphy (Interim Chief People Officer) and Catherine Sukmonowski (Group
Company Secretary).
Statement of shareholding voting
The current Policy was approved by shareholders at the Annual General Meeting (‘AGM’) on 20 May 2022 with 96.24% votes FOR.
At the AGM on 24 May 2023, shareholders were asked to vote on the 2022 Directors’ Remuneration Report and the resolution
received a significant vote in favour. The Committee is grateful for the support of our shareholders. A breakdown of the votes
received on the Directors’ Remuneration Report and Policy is set out in the table below.
Resolution Year Votes FOR
FOR
(% of
shares voted) Votes AGAINST
AGAINST
(% of
shares voted)
Votes
withheld
To approve the Directors’ Remuneration Report 2023 AGM 3,091,343,954 99.91 2,686,732 0.09 76,082
To approve the Directors’ Remuneration Policy 2022 AGM 2,658,210,587 96.24 103,818,401 3.76 26,103,084
This Directors’ Report on Remuneration has been prepared in accordance with Schedule 8 to The Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008 (as amended), the revised provisions of the Code and the
Listing Rules. This report was reviewed and approved by the Remuneration Committee.
Dame Karen Jones DBE
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
127Annual Report 2023 deliveroo plc
Directors’ Report
The Directors of Deliveroo plc (the ‘Company’) present their
Annual Report together with the audited consolidated
financial statements for the year ended 31 December 2023.
The Directors’ Report, prepared in accordance with the
requirements of the Companies Act 2006 and the UK Listing
Authority’s Listing Rules, and Disclosure and Transparency
Rules, comprises the Governance Report (pages 77 to
127), the Directors’ Report (pages 128 to 132) and the
Shareholder Information section at the back of this report.
Other information that is relevant to the Directors’ Report,
and which is incorporated by reference into the Directors’
Report, is set out in the table on page 133.
Strategic Report
Deliveroo plc is required by the Companies Act 2006 to
prepare a Strategic Report that includes a fair review
of the Company’s business, the development and
performance of the Company’s business during the period,
the position of the Company at the end of the year ended
31 December 2023, and a description of the principal risks
and uncertainties faced by the Company. The Strategic
Report on pages 1 to 76 is incorporated by reference and
shall be deemed to form part of this Directors’ Report.
Results and dividend
Loss for the year from continuing operations amounted
to £(18.5) million (2022: £(242.5) million). Loss for the year
attributable to the owners of the Company amounted to
£(31.8) million (2022: £(294.1) million). A review of the Group’s
consolidated results is set out from page 143.
No dividend has been declared or paid in the current or
comparative periods. Given the early stage of maturity of the
online food category, Deliveroo remains focused on investing
to maximise long-term free cash flow per share, believing that
this is the best way to drive long-term shareholder value. The
dividend policy will be reviewed on an ongoing basis, but the
Company does not expect to declare or pay any dividends
for the foreseeable future. Consequently, the Directors do not
recommend the payment of a dividend for FY2023.
The Board
Board of Directors and their interests
Details of the Directors who held office at the end of the year
and their biographical details are set out on pages 80 to 82
and also on our website at https://corporate.deliveroo.co.uk.
Changes to the Board during the year and up to the date of
this report are set out on page 91. The Directors’ interests in
the Ordinary Shares and options of the Company are disclosed
within the Directors’ Remuneration Report on page 119.
Powers of Directors
The business of the Company is managed by the Directors
who may exercise all the powers of the Company, subject
to the Company’s articles of association (the ‘Articles’), any
relevant legislation and any directions given by the Company
by passing a special resolution at a general meeting.
In particular, the Directors may exercise all the powers of
the Company to borrow money, issue shares, appoint and
remove directors and recommend and declare dividends.
Appointment and retirement of Directors
The Board may from time to time appoint one or more
Directors. Any such Director shall hold office only until the
next Annual General Meeting (‘AGM’) and shall then be subject
to reappointment by the Company’s shareholders. It is the
current intention that at the Company’s forthcoming AGM all
continuing Executive and Non-Executive Directors will retire
and offer themselves for appointment or reappointment in
compliance with the 2018 UK Corporate Governance Code.
Directors’ conflicts of interest
Directors have a statutory duty to avoid situations in which
they have, or may have, interests that conflict with those
of Deliveroo, unless that conflict is first authorised by the
Board. The Company has in place procedures for managing
conflicts of interest. The Company’s Articles also contain
provisions to allow the Board to authorise potential conflicts
of interest so that a Director is not in breach of his or her
duty under company law. Should a Director become aware
that he or she has an interest, directly or indirectly, in an
existing or proposed transaction with Deliveroo, he or she
should notify the Board in line with the Company’s Articles.
Directors have a continuing duty to update any changes to
their conflicts of interest.
Directors’ insurance and indemnities
The Company maintained Directors’ and Officers’ liability
insurance cover throughout the period, providing
appropriate cover for legal action brought against the
Directors. The Directors are also able to obtain independent
professional advice at the Company’s expense, as necessary,
in their capacity as Directors. The Company has entered into
deeds of indemnity with each Director, which provide that
the Company shall indemnify the Directors to the fullest
extent permitted by law, in respect of all losses arising out
of, or in connection with, the execution of their powers,
duties and responsibilities as Directors of the Company or
any of its subsidiaries.
Employees
Diversity and equal opportunities
Deliveroo’s objective is to have a diverse workforce and
inclusive culture and our long-term aim is that the composition
of our workforce should reflect that of the communities within
which we operate. We fundamentally believe it’s right to give
all people, regardless of their background, gender, ethnicity,
sexual orientation or disability status, the opportunity to
contribute and succeed at Deliveroo. We believe that individuals
should be treated on their merits and that any employment-
related decisions should be based on objective job-related
criteria such as aptitude, performance and skills. Read more
about our approach to diversity, equity and inclusion in our
People section on page 44.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
128 deliveroo plc Annual Report 2023
Employment policies and employment of
disabled persons
The Company has in place a number of policies covering
important issues including diversity, equity and inclusion,
equal opportunities and wellbeing. We are committed to
creating an environment where our people can be proud to
work and which offers them opportunities to excel. To do
this, we are an equal opportunity employer. Subject to local
laws, all qualified job applicants will receive consideration
for employment without regard to their race, religion
or belief, sex, gender reassignment, sexual orientation,
marriage and civil partnership, pregnancy and maternity,
disability or age. We take all reasonable steps to ensure
equality of opportunity in recruitment, as well as in training
and development opportunities and conditions and terms
of work and pay. Persons with disabilities are given full and
fair consideration for available roles and we are committed
to providing reasonable adjustments for individuals with
disabilities throughout our job application process and their
career with the Company. We place a responsibility on our
employees to comply with these policies.
Employee communication and
engagement
Management regularly communicates and engages with
employees and provides them with information on matters
relevant to them as employees. This supports employees’
collective understanding of the financial and economic
factors that affect the performance of the Company as
well as other matters which may impact employees (such
as diversity, equity and inclusion initiatives) and provides
the Company with an insight into employee views which
can then be taken into account. Details on how the Board
and management have communicated and engaged with
employees while taking into account their interests in
decision making during the year can be found in the Section
172 (1) statement on page 29, Stakeholder Statement on
page 25 and in the People section on page 42.
The Company recognises the importance of employee share
ownership and incentivises employee involvement in the
Company’s performance through the award of share options
to certain employees. Further details of the Company’s share
schemes are set out in the Directors’ Remuneration Report
on page 102.
Shares
Share capital
Details of the issued share capital, together with details
of movements in the issued share capital of the Company
during the year, are shown in note 24. This is incorporated by
reference and deemed to be part of this report.
As at 31 December 2023, the Company had two classes
of Ordinary Shares namely, Class A and B Ordinary Shares.
The Class A Ordinary Shares are listed on the standard
listing segment of the FCA’s Official List and traded on
the Main Market for listed securities of the London Stock
Exchange. The Class B Ordinary Shares are not admitted to
listing and trading and are held by the Company’s CEO and
Founder, Will Shu.
During the year, the Company announced on 31 October
2023, the completion of its £250m Tender Offer to return
value to shareholders, which resulted in the purchase of
192,307,407 A Ordinary Shares, which were cancelled on
31 October 2023.
The Company also undertook a £50m share buy back
programme purchasing a total of 44,674,639 Class A Ordinary
Shares, which were cancelled on 29 December 2023.
Lastly, during 2022 and 2023 the Company’s Employee
Benefit Trust (‘EBT’) purchased £75m of A Ordinary
Shares (83,320,440) for use in the Company’s employee
share schemes.
As at 31 December 2023, the Company’s issued share
capital consisted of 1,521,831,251 Class A Ordinary Shares
of £0.005, and 102,508,168 Class B Ordinary Shares of £0.005.
The Company does not hold any Class A or Class B Ordinary
Shares in treasury.
Rights attaching to shares
Save as provided in the Company’s Articles, in particular
Articles 49 and 71, Class B Ordinary Shares rank pari passu
with Class A Ordinary Shares in all respects. The rights and
obligations attaching to the Company’s Class A and Class B
Ordinary Shares are set out in the Company’s Articles and
are summarised on the tables below and adjacent.
Specific rights attaching to Class B Ordinary Shares
General
Holders of Class A and B Ordinary Shares have the
rights accorded to them under UK company law,
including the rights to receive the Company’s Annual
Report and Accounts, attend and speak at General
Meetings, appoint proxies and exercise voting rights.
For as long as any Class B Ordinary Shares are in issue, no consolidation
and/or sub-division of Class A Ordinary Shares shall be effected without
simultaneous consolidation and/or sub-division of the Class B Ordinary
Shares (and vice versa).
No admission to listing or admission to trading shall be sought for Class
B Ordinary Shares while they remain Class B Ordinary Shares.
Income
Subject to the provisions of the Companies Act, the
Company may declare dividends in accordance with
the respective rights of the members, but no dividend
shall exceed the amount recommended by the Board.
On a distribution of profits, whether by cash dividend or otherwise
(Article 49), Class B Ordinary Shares shall rank pari passu with the rights
to distributions of profits attached to Class A Ordinary Shares.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
129Annual Report 2023 deliveroo plc
Directors’ Report continued
Specific rights attaching to Class B Ordinary Shares
Capital
On a return of capital, whether on a winding-up
or otherwise, distributions will be divided among
members in specie as detailed in Article 50.
Class B Ordinary Shares shall rank pari passu with the rights to the
assets of the Company attached to Class A Ordinary Shares as stated
in Article 50.
Convening General Meetings and voting
Class A Ordinary shareholders at a General Meeting
are entitled to one vote when voting on a resolution
on a show of hands or by poll.
For so long as Class B Ordinary Shares remain in issue and are held by
the Founder or any Permitted Transferee, the Founder (or, if the Founder
is no longer a B Ordinary Shareholder, the B Ordinary Shareholder that
holds the largest number of B Ordinary Shares then in issue) shall be
entitled to requisition a General Meeting of the Company.
On a vote on a resolution on a show of hands, a Class B Ordinary
Shareholder shall have one vote. When voting on a poll, if the Class B
Ordinary Shares are held by the Founder or any Permitted Transferee,
the Founder or Permitted Transferee is entitled to 20 votes for every
B Ordinary Share of which they are a holder; otherwise, a Class B
Shareholder other than the Founder or Permitted Transferee is entitled
to one vote for every B Ordinary Share held on a poll vote.
Variation of rights
Subject to the Companies Act 2006, rights attached
to any class of shares may be varied with the
consent in writing of the holders of three-quarters
in nominal value of the issued shares of the class or
with the sanction of a special resolution passed at
a separate General Meeting of such class.
The rights attached to Class B Ordinary Shares may also be varied
or abrogated in accordance with Article 13 or with the prior written
consent of the Founder.
Class B Ordinary Shares shall not be, and shall not be deemed to be,
varied or abrogated in any respect by the purchase by the Company or
cancellation of any Class A Ordinary Shares. Class B Ordinary Shares shall
be deemed varied in the event of the creation, allotment or issue of
another class of Shares and as detailed in Articles 53 (a) and 53 (b).
Restrictions on transfer or conversion of
Ordinary Shares
The Articles do not contain any restrictions on
the transfer of Class A or Class B Ordinary Shares
in the Company other than the usual restrictions
applicable where any amount is unpaid on a share.
All issued share capital of the Company at the date
of this Annual Report is fully paid.
Certain restrictions are also imposed by laws and
regulations (such as insider dealing and marketing
requirements relating to closed periods) and
requirements of the Market Abuse Regulation
whereby Directors and certain employees of the
Company require prior approval to deal in the
Company’s securities.
A Class B Ordinary Shareholder that is the Founder or a Permitted
Transferee is entitled, by giving notice, to require the Company to
convert some or all of the Class B Ordinary Shares held into Class A
Ordinary Shares, on a one-for-one basis.
Upon a transfer of Class B Ordinary Shares to a person who is not the
Founder or a Permitted Transferee, such Class B Ordinary Shares shall
convert into Class A Ordinary Shares, on a one-for-one basis.
If a person other than the Founder or a Permitted Transferee has any
interest in any Class B Ordinary Shares the Board shall serve a notice
on the holder or holders of such Affected Shares and the Affected
Shares will convert into Class A Ordinary Shares, on a one-for-one
basis automatically.
All issued and outstanding Class B Ordinary Shares shall convert into
Class A Ordinary Shares, on a one-for-one basis, automatically at
11.59pm on the date falling on the third anniversary of the date on
which the Class A Ordinary Shares were admitted for trading on the
London Stock Exchange, or in any event as detailed in Article 60(b).
Conversion of any Class B Ordinary Shares pursuant to Articles 54 to 60
(inclusive) shall be effected by re-designation of the relevant Class B
Ordinary Shares as Class A Ordinary Shares.
After the conversion of all issued and outstanding Class B Ordinary
Shares into Class A Ordinary Shares, no further Class B Ordinary Shares
will be allotted or issued by the Company.
Issues of shares pursuant to employee share schemes
The allotment of Class A Ordinary Shares pursuant to an employee share scheme may occur without any equivalent allotment
of Class B Ordinary Shares (and such an allotment shall not be or be deemed to be a variation or abrogation of the rights
attached to the Class B Ordinary Shares).
Shares continued
Rights attaching to shares continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
130 deliveroo plc Annual Report 2023
Conversion of Class B Ordinary Shares
Pursuant to the Company’s Articles and as set out in the IPO prospectus, all issued and outstanding Class B Ordinary Shares will
automatically convert to Class A Ordinary Shares on a one-for-one basis at 11.59pm (London time) on the third anniversary of
the date of Admission (7 April 2024). It is expected that the issued share capital and nominal value of the shares shall remain
the same on conversion, comprising one class of ordinary shares of £0.005 each.
Substantial interests
The Company has received notifications of major interests in its issued Class A Ordinary Share capital in accordance with Rule 5
of the Disclosure Guidance and Transparency Rules (‘DTR’). As only the Class A Ordinary Shares are admitted to listing and
trading, these notifications are based on the total number of voting rights attributable to the Class A Ordinary Shares only
(and not the aggregate of voting rights attributable to both the Class A and Class B Ordinary Shares).
The table below shows the holdings in the Company’s issued share capital which had been notified to the Company pursuant
to Chapter 5 of the DTR:
31 December 2023 13 March 2024
Shareholder % of total voting rights * Shares held % of total voting rights * Shares held
Amazon.com NV Investment Holdings LLC 14.11% 215,286,288 14.11% 215,286,288
DST Global V, L.P. 8.04% 122,695,970 8.04% 122,695,970
Delivery Hero SE 6.74% 102,812,969 0% 0
FMR LLC 6.04% 106,087,005 4.86% 73,957,194
Fidelity International Limited 4.97% 75,822,927 5.79% 88,136,711
T. Rowe Price International Ltd 4.81% 84,453,547 4.81% 84,453,547
Ocorian Limited as trustee of the Roofoods Ltd
Employee Benefit Trust
3.98% 60,792,610 3.98% 60,792,610
Index Ventures VII (Jersey), L.P. 3.93% 68,936,397 3.93% 68,936,397
Morgan Stanley 0% 0 6.03% 91,837,652
Sachem Head Capital Management LP 0% 0 5.23% 79,760,000
* Percentages are shown as a percentage of the Company’s total voting rights as at the date the Company was notified of the change in holding.
The Company
Articles of Association
The Company’s Articles set out the internal regulation of the
Company and cover such matters as the rights of shareholders,
the appointment or removal of Directors and the conduct of
the Board and general meetings. Copies are available from
the Company Secretary. The Company’s Articles may only
be amended by a special resolution at a General Meeting of
the shareholders.
Branches
The Group, through various subsidiaries, has established
branches in Spain and the UAE.
Financial instruments
Details of the Group’s use of financial instruments, together with
information on our financial risk management objectives and
policies, hedging policies and exposure to financial risks, can be
found in note 30 of the consolidated financial statements.
Going concern
The Company’s Going Concern statement for the Group
and the Company is set out on page 148 of the financial
statements and are incorporated by reference and shall be
deemed to be part of this report.
In assessing going concern and viability, the Directors have
considered the impact of climate change risks. Whilst no
material risks have been identified in the short to medium-
term that are expected to have an impact on the Group’s
cash flow forecasts (including those used for impairment
assessment), the Directors will continue to monitor the risks,
with particular reference to those that might impact the
going concern assumption or viability assessment.
Independent auditor and disclosure of information to
the auditor
Each person who is a Director at the date of approval of this
report and the financial statements confirms that:
(i) such Director has taken all the steps that they ought to
have taken as a Director in order to make themselves
aware of any relevant audit information and to establish
that the Group’s auditor is aware of that information; and
(ii) so far as each Director is aware, there is no relevant audit
information of which the Group’s auditor is unaware.
This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the
Companies Act 2006.
Deloitte LLP has expressed its willingness to continue in
office as auditor and a resolution to reappoint it will be
proposed at the forthcoming Annual General Meeting.
Post-balance sheet events
Information on events after the reporting period is provided
in note 33 to the Financial Statements.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
131Annual Report 2023 deliveroo plc
Directors’ Report continued
The Company continued
Political donations and expenditure
The Company’s policy is that it does not make political
donations to political parties or candidates and the Company
does not intend to change its current policy for 2024.
However, the Companies Act 2006 (‘Act’) defines political
donations very broadly and, as a result, covers activities (such
as sponsorship, subscriptions, payment of expenses and other
support) that form part of normal relationships which are
accepted as a way of engaging with stakeholders and opinion
formers to ensure that companies’ issues and concerns are
considered and addressed. Activities of this nature are not
designed to support any political party or to influence public
support for a particular party and would not be thought of
as political donations in the ordinary sense of those words.
In keeping with the Company’s approach in prior years and
reflecting the practice of many other companies, shareholder
approval will be sought at our 2024 AGM, as a precautionary
measure, for donations and/or expenditure that may be
construed as political by the wide definition of such terms
under the Act.
In the financial year ended 31 December 2023, the Company
incurred an expenditure of £5,000 plus VAT to sponsor a Labour
Party business reception at a conference.
Related party transactions
Company processes are in place to ensure that all related
party transactions involving Directors, or their closely
associated persons, are conducted on an arm’s length basis
and are properly recorded and disclosed where appropriate.
Research and development
Expenditure on the research phase of projects to develop
new customised software for our app is recognised as an
expense as incurred. Costs that are directly attributable to
a project’s development phase are recognised as intangible
assets. During the year, development costs of £36.1 million
have been capitalised (2022: £50.3 million).
Significant contracts and change of control
The following significant agreements, which were in force
at 31 December 2023, take effect, alter or terminate on
a change of control of the Company:
• Revolving credit facility: the revolving credit facility
previously entered into by Roofoods Ltd and certain
other Group members expires on 7 April 2024. It is being
replaced with a new revolving credit facility agreement
(‘RCF’) for £140 million for general working capital
purposes of the Group, which is in the advanced stages
of negotiation and will be effective from date of signing
(on or before 7 April 2024). The key terms of the new RCF
include: (i) Roofoods Ltd as borrower; (ii) an initial term of
36 months which can be extended by up to 24 months;
(iii) provision of information covenants and financial
covenants; and (iv) the provision of guarantees by certain
Group companies in respect of certain obligations under
the RCF. To date, no drawdowns have been made pursuant
to the RCF.
The Company does not have agreements with any Director
or employee that would provide compensation for loss of
office or employment resulting from a change of control
on takeover or merger.
There are provisions in the Company’s share plans which
could result in options or awards vesting or becoming
exercisable on a change of control.
Subsidiaries and principal activities
The Company is the holding company of the Deliveroo Group of
companies, the principal activities of which are described in
this Annual Report. The Group’s subsidiaries and their locations
are set out on pages 181 and 182 of the financial statements.
Tax strategy
The Group is committed to complying with its statutory
obligations in relation to the payment of tax including
full disclosure of all relevant facts to the appropriate tax
authorities. In managing its tax affairs, the Group recognises
its responsibilities as a taxpayer and the need to protect
the corporate reputation inherent in the brand. Further
information on the Group’s tax strategy is available on the
Company’s website.
The Board has ultimate responsibility for the Group’s tax
strategy although the day-to-day management rests with
the Executive Team. The CFO has ultimate responsibility for
tax matters. The VP Finance is the named Senior Accounting
Officer of the Group. The CFO, the VP Tax and Treasury and
other Senior Management personnel advise the Board on the
tax affairs and risks to the Group.
Environmental disclosures
TCFD
The Company’s compliance with the TCFD recommendations
and recommended disclosures pursuant to UK Listing Rule
9.8.6R can be found on pages 67 to 74 of the Strategic Report.
Greenhouse gas emissions and energy consumption
Details of the Company’s greenhouse gas emissions,
energy consumption, energy efficiency action and Group
disclosures required by the Streamlined Energy and Carbon
Reporting (‘SECR’) regime can be found on pages 39 and 40
of the Strategic Report.
The Strategic Report (from pages 1 to 76) and the Directors’
Report (as described on pages 77 to 133) have been
approved by the Board on 13 March 2024.
By order of the Board:
Catherine Sukmonowski
Company Secretary
13 March 2024
Registered office address: The River Building, Level 1, Cannon
Bridge House, 1 Cousin Lane, London, United Kingdom EC4R 3TE
Registered in England and Wales. Registered number
13227665
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
132 deliveroo plc Annual Report 2023
Required disclosures under LR 9.8.4
The information to be included in the 2023 Annual Report
and Accounts under LR 9.8.4, where applicable, can be
located as set out below:
Interest capitalised by the Group N/A
Unaudited financial information N/A
Long-term incentive schemes
→ See p109
Directors’ waivers of emoluments
→ See p125
Directors’ waivers of future emoluments N/A
Allotment for cash on equity shares (issuer) N/A
Allotment for cash on equity shares
(major subsidiaries)
N/A
Listed company is a subsidiary of
another company
N/A
Contracts of significance involving a Director N/A
Contracts of significance involving
a controlling shareholder
N/A
Waivers of dividends N/A
Waivers of future dividends N/A
Agreement with a controlling shareholder N/A
Other information that is relevant to this report, and which
is incorporated by reference is also listed below:
Board of Directors during 2023 financial year → See p80
Directors’ service contracts and letters
of appointment
→ See p113
Directors’ share interests → See p119
Events arising after the reporting period → See p131
Future developments of the business of
the Group
→ See p16
Greenhouse gas emissions, energy
consumption and energy efficiency
→ See p40
Non-Financial Information statement → See p76
Section 172 (1) statement → See p29
Stakeholder engagement → See p25
TCFD disclosures
→ See p67
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
133Annual Report 2023 deliveroo plc
Directors’ Responsibilities statement
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have prepared the Group and the Company financial
statements in accordance with UK-adopted international
accounting standards in conformity with the requirements of
the Companies Act 2006 and International Financial Reporting
Standards (‘IFRS’). The financial statements also comply
with International Financial Reporting Standards as issued
by the IASB. The Directors have also chosen to prepare the
Parent Company financial statements in accordance with
United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and applicable law),
including FRS 102.
Under company law the Directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and
Parent Company and of their profit or loss for that period.
In preparing each of the Group and Parent Company financial
statements, the Directors are required to:
• provide additional disclosures when compliance with
the specific requirements of the financial reporting
framework is insufficient to enable users to understand
the impact of particular transactions, other events
and conditions on the entity’s financial position and
financial performance;
• select suitable accounting policies and then apply
them consistently;
• make judgements and accounting estimates that are
reasonable, relevant, reliable and prudent;
• for the Group financial statements, state whether
international accounting standards in conformity with
the requirements of the Companies Act 2006 and IFRS
have been followed, subject to any material departures
disclosed and explained in the financial statements;
• for the Parent Company financial statements, state
whether applicable UK accounting standards have been
followed, subject to any material departures disclosed and
explained in the Parent Company financial statements;
• assess the Group and Parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters
related to going concern; and
• use the going concern basis of accounting unless they
either intend to liquidate the Group or the Parent Company
or to cease operations, or have no realistic alternative but
to do so.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Parent
Company’s transactions and disclose with reasonable accuracy
at any time the financial position of the Parent Company and
enable them to ensure that the financial statements comply
with the Companies Act 2006. They are responsible for such
internal control as they determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to
them to safeguard the assets of the Group and to prevent and
detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate
Governance statement that comply with that law and
those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the UK governing
the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Each of the Directors, whose names and functions are
listed on pages 80 to 82, confirm that, to the best of
their knowledge:
• the consolidated financial statements, prepared in
accordance with international accounting standards
in conformity with the requirements of the Companies
Act 2006 and IFRS, give a true and fair view of the
assets, liabilities, financial position and profit or loss
of the Company and the undertakings included in the
consolidation taken as a whole;
• the Strategic Report includes a fair review of the
development and performance of the business and the
position of the issuer and the undertakings included
in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that
they face; and
• they consider the Annual Report and Accounts, taken as
a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess
the Group’s position and performance, business model
and strategy.
These statements were approved by the Board on
13 March 2024 and signed on its behalf by:
Will Shu
Chief Executive Officer
13 March 2024
Scilla Grimble
Chief Financial Officer
13 March 2024
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
134 deliveroo plc Annual Report 2023
Report on the audit of the
financial statements
1 Opinion
In our opinion:
• the financial statements of Deliveroo plc (the ‘parent
company’) and its subsidiaries (the ‘Group’) give a true
and fair view of the state of the Group’s and of the parent
company’s affairs as at 31 December 2023 and of the
Group’s loss for the year then ended;
• the Group financial statements have been properly
prepared in accordance with United Kingdom adopted
international accounting standards and International
Financial Reporting Standards (IFRSs) as issued by the
International Accounting Standards Board (IASB);
• the parent company financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice, including
Financial Reporting Standard 102 “The Financial Reporting
Standard applicable in the UK and Republic of Ireland”; and
• the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements which comprise:
• the consolidated income statement and statement of
comprehensive loss;
• the consolidated statement of financial position;
• the consolidated statement of changes in equity;
• the consolidated statement of cash flows;
• the parent company balance sheet;
• the parent company statement of changes in equity; and
• the notes 1 to 33 to the consolidated financial statements
and notes 1 to 13 to the parent company financial
statements.
The financial reporting framework that has been applied
in the preparation of the Group financial statements is
applicable law, United Kingdom adopted international
accounting standards and IFRSs as issued by the IASB. The
financial reporting framework that has been applied in the
preparation of the parent company financial statements is
applicable law and United Kingdom Accounting Standards,
including FRS 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland” (United Kingdom
Generally Accepted Accounting Practice).
2 Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further
described in the auditor’s responsibilities for the audit
of the financial statements section of our report.
We are independent of the Group and the parent company
in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK,
including the Financial Reporting Council’s (the ‘FRC’s’) Ethical
Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements. The non-audit services provided to
the group and parent company for the year are disclosed in
note 29 to the financial statements. We confirm that we have
not provided any non-audit services prohibited by the FRC’s
Ethical Standard to the Group or the parent company.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
3 Summary of our audit approach
Key audit matters The key audit matter that we identified in the current year was:
• Rider classification: Uncertain legal and tax positions
Materiality The materiality that we used for the Group financial statements was £16.2 million which was
determined on the basis of 0.8% of revenue from continuing operations.
Scoping The scope of our Group audit includes full scope audits for significant components in the UK and
France. In addition, consistent with the prior year, audits of specified balances were performed at
all other trading entities, where the extent of our testing was based on our assessment of the risks
of material misstatement and of the materiality of the Group’s operations at those components.
Significant changes
in our approach
We no longer consider there to be a key audit matter relating to the valuation of investment in
subsidiaries in the parent company.
Independent Auditor’s Report
To the members of Deliveroo plc
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
135Annual Report 2023 deliveroo plc
Report on the audit of the
financial statements continued
4 Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s
and parent company’s ability to continue to adopt the going
concern basis of accounting included:
• understanding the detailed steps of the forecasting
process, including relevant controls around the
preparation of the going concern forecast and the
strategic plan, through enquiries with management and
inspection of underlying models;
• assessing the arithmetic accuracy of the models
used to prepare the Group’s base case forecast and
related scenarios;
• assessing the adequacy of the funds held by the Group;
• reviewing the Group’s facility agreements to understand
principal terms and the related financial covenants;
• challenging the directors on the appropriateness of
forecast assumptions by:
– assessing key assumptions underpinning the Group’s
forecast with reference to external data where possible;
– comparing and assessing the historical accuracy of
forecasts against previous performance;
– assessing management’s sensitivity scenario analysis
and linkage to the Group’s principal risks disclosed on
page 62 to 66 of Annual report.
• assessing the appropriateness of the disclosures
concerning going concern.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt
on the Group’s and parent company’s ability to continue as
a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In relation to the reporting on how the group has applied the
UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the directors’ statement
in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis
of accounting.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
5 Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These
matters included those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the
audit, and directing the efforts of the engagement team.
These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion
on these matters.
Independent Auditor’s Report continued
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136 deliveroo plc Annual Report 2023
5 Key audit matters continued
5.1 Rider classification: Uncertain legal and tax positions
Key audit matter
description
The Group is subject to various legal and regulatory investigations and challenges across the territories
it operates in. Judgement is applied in assessing each matter on a case by case basis, with reference to
the criteria set out in IAS 37 “Provisions, contingent liabilities and contingent assets”. During the period,
developments in a number of cases have led the directors to reassess the most likely outcome of these
cases, and consequently to update the amounts provided for. This has resulted in the reduction of some
provisions, partially offset by the recognition of additional amounts related to other updated or new
matters elsewhere.
Riders for the Group are considered to be self-employed, other than in countries where they are
engaged by an agency. As regulators and legislatures consider the on-demand economy, companies
operating in the gig economy will be subject to regulatory scrutiny and possible investigations.
The directors’ view, taking into account consultation with independent employment law experts in
each territory where there is challenge, is that the underlying facts and circumstances support the
positions taken in the respective territories. However, this is an area of significant judgement and
open to challenge whilst the law and the political landscape is evolving. The legal status of the Group’s
riders potentially has implications for taxation, VAT, and pension payments.
Given the uncertainty and potential challenge in the respective territories, we identified the
accounting for legal and tax provisions in respect of rider classification as key audit matter.
For jurisdictions where provisions and contingent liabilities require greatest judgement, we identified
that there was a potential for management bias.
The Group recognised legal provisions of £113.9 million (2022: £129.3 million) (see note 22) and
disclosed contingent liabilities of £9.3 million (2022: £24.6 million), with additional contingent liabilities
in relation to a regulatory challenge for which the Group has assessed a range from £125 million to
£160 million representing the directors’ best estimate in the event of a potential adverse outcome
(see note 32).
See note 3 of the consolidated financial statements for further detail on the accounting policies
for the recognition of provisions and contingent liabilities and see page 97 of the Audit and Risk
committee report.
How the scope
of our audit
responded to the
key audit matter
In responding to the identified key audit matter, we completed the following audit procedures:
• obtained an understanding of the relevant controls over the Group’s assessment of legal
compliance and determination of provisions and contingent liabilities in respect of these matters;
• made enquiries of individuals across the Group who have responsibility for understanding and
evaluating the political landscape and risk within each country;
• conducted inquiries with the Group’s legal counsel and their external legal advisers to assess the
current position of all existing legal and tax investigations and claims and any potential new matters
which may exist;
• challenged the directors’ judgements and assumptions in relation to the recognition of a provision
or contingent liability for each legal or tax matter identified. Our work incorporated our own
employment tax and legal specialists in designing our audit approach and we evaluated the
entity’s judgements against our expectation of the quantum and likelihood of liabilities, including
consideration of any contradictory evidence;
• performed a review of the historical legal provisions, to assess whether positions are consistently
applied from the prior year and evaluated any potential changes in position;
• searched and monitored online information sources for events of potential audit interest through
the use of analytics tools; and
• assessed the adequacy of the disclosures made in relation to rider classification in the Group’s
financial statements.
Key observations Based on our audit procedures we were satisfied with the judgements taken by the entity and that
the resulting provisions and contingent liabilities are reasonable, including the related disclosures.
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137Annual Report 2023 deliveroo plc
Report on the audit of the financial statements continued
6. Our application of materiality
6.1 Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the
scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Parent company financial statements
Materiality £16.2 million (2022: £15.8 million) £14.6 million (2022: £14.2 million)
Basis for determining materiality We determined materiality based on
0.8% (2022: 0.8%) of revenue from
continuing operations.
Parent company materiality is
determined based on 1.0% (2022: 1.0%)
of net assets and capped at 90% (2022:
90%) of group materiality.
Rationale for the benchmark applied We determined materiality based on
revenue from continuing operations
given the importance of this as a
measure of overall performance of
the Group.
The parent company’s principal activity
is to hold investments in other Group
companies. As a result, we considered
net assets to be the most relevant
benchmark on which to base materiality.
Revenue (from continuing
operations) £2,030m
Group materiality £16.2 million
Component materiality range
£6.5m to £14.6m
Audit Committee
reporting threshold
£0.81m
Independent Auditor’s Report continued
6.2 Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Parent company financial statements
Performance materiality 65% (2022: 65%) of group materiality 65% (2022: 65%) of parent company
materiality
Basis and rationale for determining
performance materiality
We determined performance materiality with reference to factors such as the
quality of the control environment and the historical error rate.
6.3 Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of
£810,000 (2022: £790,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative
grounds. We also report to the Audit and Risk Committee on disclosure matters that we identified when assessing the overall
presentation of the financial statements.
7 An overview of the scope of our audit
7.1 Identification and scoping of components
Our Group audit was scoped by obtaining an understanding of the Group and its environment, and assessing the risks of
material misstatement at the Group level.
The scope of our Group audit includes full scope audits for significant components in the UK and France. In addition,
consistent with the prior year, audits of specified balances were performed at all other trading entities, where the extent
of our testing was based on our assessment of the risks of material misstatement and of the materiality of the Group’s
operations at those components.
The results for these entities accounted for 99% of the Group’s revenue (2022: 99%), 99% of cost of sales (2022: 96%), and 92%
of the Group’s total assets (2022: 94%).
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138 deliveroo plc Annual Report 2023
7 An overview of the scope of our audit
continued
7.1 Identification and scoping of components continued
For the entities not subject to full scope audits or audit of
specified balances, we tested the consolidation process
and conducted analytical procedures to confirm our
conclusion that there were no material misstatements
in the aggregated financial information. All entities are
currently managed in the UK and all audit work relevant to
the Group audit was conducted by the Group audit team.
7.2 Our consideration of the control environment
In order to evaluate business cycle controls, we performed
walkthrough procedures over key cycles, including, financial
reporting, uncertain legal and tax positions, order to cash,
and purchase to pay, to understand whether controls were
effectively designed to address the related risk. We then
assessed the design and implementation of the key controls
identified within the above processes across the audit
period. We also performed operating effectiveness testing
over the key controls within the order to cash process to
determine whether the controls had operated effectively in
the financial year.
We involved IT specialists to test the general IT controls
(“GITCs”) over key financial reporting systems, relevant
automated controls within those systems, and key controls
over interfaces between the systems. In relation to GITCs,
we performed an independent risk assessment of the
systems used to support business processes and reporting
to determine those which are of greatest relevance to the
Group’s financial reporting. We performed testing of GITCs
across our in-scope applications, and their supporting
infrastructure (database and operating system) covering
controls surrounding access security and change
management, as well as testing over relevant interfaces and
automated controls. We reported findings from our controls
work to the Audit and Risk Committee.
7.3. Our consideration of climate-related risks
As noted on page 60 the Group has assessed the risk and
opportunities relevant to climate change and whilst the
Group has not identified a separate principal risk in relation
to the potential risk of climate change, it is incorporated into
several existing principal risks.
We obtained an understanding of the entity’s process for
considering the impact of climate-related risks at both a
Group and operating company level. We evaluated these
risks to assess whether they were complete and consistent
with our understanding of the entity and our wider risk
assessment procedures.
Our procedures to address the identified risks included
considering their impact on the financial statements overall,
including the application of individual accounting standards.
We further reconciled the disclosures made to underlying
supporting evidence. We assessed the TCFD recommended
disclosures within the Annual Report and considered
whether they are materially consistent with the financial
statements and our knowledge obtained in the audit.
8 Other information
The other information comprises the information included in
the annual report, other than the financial statements and
our auditor’s report thereon. The directors are responsible
for the other information contained within the annual report.
Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated.
If we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of this other information, we are required
to report that fact.
We have nothing to report in this regard.
9 Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement, the directors are responsible for the preparation
of the financial statements and for being satisfied that they
give a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing
as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either
intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do so.
10 Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities for the audit
of the financial statements is located on the FRC’s website
at: www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
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Report on the audit of the
financial statements continued
11 Extent to which the audit was
considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above,
to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are
capable of detecting irregularities, including fraud is
detailed below.
11.1 Identifying and assessing potential risks related
to irregularities
In identifying and assessing risks of material misstatement
in respect of irregularities, including fraud and non-
compliance with laws and regulations, we considered
the following:
• the nature of the industry and sector, control environment
and business performance including the design of the
Group’s remuneration policies, key drivers for directors’
remuneration, bonus levels and performance targets;
• results of our enquiries of management, the Directors,
internal audit and external legal counsel; and the Audit
and Risk Committee about their own identification and
assessment of the risks of irregularities, including those
specific to the Group’s sector;
• any matters we identified having obtained and reviewed
the Group’s documentation of their policies and
procedures relating to:
– identifying, evaluating and complying with laws and
regulations and whether they were aware of any
instances of non-compliance;
– detecting and responding to the risks of fraud and
whether they have knowledge of any actual, suspected
or alleged fraud;
– the internal controls established to mitigate risks of
fraud or non-compliance with laws and regulations;
• the matters discussed among the audit engagement
team and relevant internal specialists, including legal, tax,
valuations, IT and forensic specialists, regarding how and
where fraud might occur in the financial statements and
any potential indicators of fraud.
As a result of these procedures, we considered the
opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for
fraud in the following areas: uncertain legal and tax positions
related to rider classification. In common with all audits under
ISAs (UK), we are also required to perform specific procedures
to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory
frameworks that the Group operates in, focusing on provisions
of those laws and regulations that had a direct effect on
the determination of material amounts and disclosures in
the financial statements. The key laws and regulations we
considered in this context included the UK Companies Act, the
Listing Rules, local employment and tax legislation.
In addition, we considered provisions of other laws and
regulations that do not have a direct effect on the financial
statements but compliance with which may be fundamental
to the Group’s ability to operate or to avoid a material penalty.
11.2 Audit response to risks identified
As a result of performing the above, we identified the
following key audit matter related to the potential risks of
fraud or non-compliance with laws or regulations: uncertain
legal and tax positions related to rider classification. The key
audit matters section of our report explains the matter in
more detail and also describes the specific procedures we
performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks
identified included the following:
• reviewing the financial statement disclosures and testing
to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as
having a direct effect on the financial statements;
• enquiring of management, the directors, the Audit and
Risk Committee and in-house and external legal counsel
concerning actual and potential litigation and claims;
• performing analytical procedures to identify any unusual
or unexpected relationships that may indicate risks of
material misstatement due to fraud;
• reading minutes of meetings of those charged with
governance, internal audit reports, and reviewing
correspondence with relevant regulatory authorities;
• reviewing the disclosures in the Audit and Risk Committee
Report; and
• in addressing the risk of fraud through management
override of controls testing the appropriateness of journal
entries and other adjustments; assessing whether the
judgements made in making accounting estimates are
indicative of a potential bias; and evaluating the business
rationale of any significant transactions that are unusual
or outside the normal course of business.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement team
members including internal specialists, and remained alert
to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Independent Auditor’s Report continued
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140 deliveroo plc Annual Report 2023
Report on other legal and
regulatory requirements
12 Opinions on other matters prescribed
by the Companies Act 2006
In our opinion the part of the directors’ remuneration report
to be audited has been properly prepared in accordance
with the Companies Act 2006.
In our opinion, based on the work undertaken in the course
of the audit:
• the information given in the strategic report and the
directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
• the strategic report and the directors’ report have been
prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group
and the parent company and their environment obtained in
the course of the audit, we have not identified any material
misstatements in the strategic report or the directors’ report.
13 Corporate Governance Statement
The Listing Rules require us to review the directors’
statement in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement
relating to the group’s compliance with the provisions of the
UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit,
we have concluded that each of the following elements of
the Corporate Governance Statement is materially consistent
with the financial statements and our knowledge obtained
during the audit:
• the directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified set out on pages 97, 131, 136,
148 and 178;
• the directors’ explanation as to its assessment of the Group’s
prospects, the period this assessment covers and why the
period is appropriate set out on page 75;
• the directors’ statement on fair, balanced and
understandable set out on page 101;
• the board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on page 96;
• the section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 99; and
• the section describing the work of the Audit and Risk
Committee set out on page 94.
14 Matters on which we are required to
report by exception
14.1 Adequacy of explanations received and
accounting records
Under the Companies Act 2006 we are required to report to
you if, in our opinion:
• we have not received all the information and explanations
we require for our audit; or
• adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent company financial statements are not in
agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2 Directors’ remuneration
Under the Companies Act 2006 we are also required to
report if in our opinion certain disclosures of directors’
remuneration have not been made or the part of the
directors’ remuneration report to be audited is not in
agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
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141Annual Report 2023 deliveroo plc
Report on other legal and
regulatory requirements
continued
15 Other matters which we are required
to address
15.1 Auditor tenure
Following the recommendation of the Audit and Risk
Committee, we were appointed by the Board of Directors on
7th of December 2018 to audit the financial statements for
the year ending 31 December 2018 and subsequent financial
periods. The period of total uninterrupted engagement
including previous renewals and reappointments of the firm
is 6 years, covering the years ending 31 December 2018 to
31 December 2023.
15.2 Consistency of the audit report with the additional
report to the Audit and Risk Committee
Our audit opinion is consistent with the additional report to
the Audit and Risk Committee we are required to provide in
accordance with ISAs (UK).
16 Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so
that we might state to the company’s members those matters
we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than
the company and the company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure
Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R,
these financial statements form part of the Electronic
Format Annual Financial Report filed on the National Storage
Mechanism of the FCA in accordance with DTR 4.1.15R – DTR
4.1.18R. This auditor’s report provides no assurance over
whether the Electronic Format Annual Financial Report has
been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
Mark Lee-Amies FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
13 March 2024
Independent Auditor’s Report continued
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142 deliveroo plc Annual Report 2023
Consolidated income statement and statement of
comprehensive loss
| For the year ended 31 December 2023 | 2023 | 2022 | |
Note | £m | £m | |
| Continuing operations | |||
Revenue | 6 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses | ( | ( | |
Other operating income | |||
Other operating expenses | ( | ( | |
Operating loss | ( | ( | |
Finance income | 8 | ||
Finance costs | 9 | ( | ( |
Loss before tax | ( | ( | |
Income tax charge | 10 | ( | ( |
Loss for the year from continuing operations | ( | ( | |
| Discontinued operations | |||
Loss for the year from discontinued operations | 11 | ( | ( |
Loss for the year attributable to owners of the Company | 7 | ( | ( |
2023 | 2022 | ||
Note | £ | £ | |
| Loss per share | |||
| From continuing operations | |||
– Basic | 13 | ( | ( |
– Diluted | 13 | ( | ( |
| From continuing and discontinued operations | |||
– Basic | 13 | ( | ( |
– Diluted | 13 | ( | ( |
2023 | 2022 | ||
£m | £m | ||
Loss for the year | 7 | ( | ( |
| Other comprehensive (expense)/income | |||
| Items that may be reclassified subsequently to profit or loss: | |||
Currency translation | ( | ||
Total comprehensive expense for the year | ( | ( |
This statement should be read in conjunction with the notes to the consolidated financial statements on pages 147 to 176.
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143Annual Report 2023 deliveroo plc
Consolidated statement of financial position
As at 31 December 2023
(Registration number: 13227665)
2023 | 2022 | ||
Note | £m | £m | |
| Non-current assets | |||
Property, plant and equipment | 14 | ||
Right of use assets | 15 | ||
Intangible assets | 16 | ||
Deferred tax assets | 17 | ||
Investments in financial assets | 18 | ||
Trade and other receivables | 19 | ||
Total non-current assets | |||
| Current assets | |||
Inventory | 20 | ||
Trade and other receivables | 19 | ||
Other treasury deposits | |||
Cash and cash equivalents | 21 | ||
Total current assets | |||
Total assets | |||
| Non-current liabilities | |||
Lease liabilities | 15 | ( | ( |
Provisions | 22 | ( | ( |
Total non-current liabilities | ( | ( | |
| Current liabilities | |||
Trade and other payables | 23 | ( | ( |
Lease liabilities | 15 | ( | ( |
Provisions | 22 | ( | |
Total current liabilities | ( | ( | |
Total liabilities | ( | ( | |
Net assets | |||
| Equity | |||
Share capital | 24 | ||
Own shares | 25 | ( | ( |
Other reserves | 26 | ||
Merger reserve | |||
Share option reserve | |||
Accumulated losses | ( | ( | |
Foreign currency translation reserve | ( | ( | |
Total equity |
This statement should be read in conjunction with the notes to the consolidated financial statements on pages 147 to 176.
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144 deliveroo plc Annual Report 2023
| Foreign | ||||||||||
| Share | Own | Other | Share | currency | ||||||
| capital | Share | shares | reserves | Merger | option | Accumulated | translation | |||
| (note 24 ) | premium | (note 2 5 ) | (note 26 ) | reserve | reserve | losses | reserve | Total | ||
| Note | £m | £m | £m | £ m | £m | £m | £m | £m | £m | |
At 1 January 2022 | ( | ( | ||||||||
Loss for the year | ( | ( | ||||||||
Other comprehensive income | ||||||||||
| Total comprehensive | ||||||||||
(expense)/income | ( | ( | ||||||||
Own shares acquired during the year | ( | ( | ||||||||
Reduction of share premium | ( | |||||||||
| Share-based payment | ||||||||||
awards | 27 | |||||||||
At 31 December 2022 | ( | ( | ( | |||||||
Loss for the year | ( | ( | ||||||||
| Other comprehensive | ||||||||||
expense | ( | ( | ||||||||
| Total comprehensive | ||||||||||
expense | ( | ( | ( | |||||||
Shares bought back and cancelled | 24 | ( | ( | ( | ||||||
Own shares acquired during the year | 24 | ( | ( | |||||||
Own shares utilised for share schemes | ( | |||||||||
| Share-based payment | ||||||||||
awards | 27 | |||||||||
At 31 December 2023 | ( | ( | ( |
This statement should be read in conjunction with the notes to the consolidated financial statements on pages 147 to 176.
Consolidated statement of changes in equity
For the year ended 31 December 2023
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145Annual Report 2023 deliveroo plc
2023 | 2022 | ||
Note | £m | £m | |
| Cash flows from operating activities | |||
Net cash from/(used in) operating activities | 28 | ( | |
| Cash flows from investing activities | |||
Purchase of property plant and equipment | 14 | ( | ( |
Acquisition of intangible assets | 16 | ( | ( |
Purchase of other treasury deposits | ( | ( | |
Proceeds from disposal of other treasury deposits | |||
Interest received | |||
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Payments of lease liabilities | 15 | ( | ( |
Interest on lease liabilities | 9 | ( | ( |
Purchase of own shares | ( | ( | |
Purchase of shares through tender offer | ( | ||
Net cash used in financing activities | ( | ( | |
Net decrease in cash and cash equivalents | ( | ( | |
Cash and cash equivalents at the beginning of the year | |||
Effect of foreign exchange rate changes | ( | ||
Cash and cash equivalents at the end of the year | 21 |
This statement should be read in conjunction with the notes to the consolidated financial statements on pages 147 to 176.
Consolidated statement of cash flows
For the year ended 31 December 2023
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
146 deliveroo plc Annual Report 2023
1 General information
domiciled in the United Kingdom
controlling party is Will Shu until the conversion of his B shares to A ordinary shares on 7 April 2024.
The address of its registered office is: The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane, London, EC4R 3TE .
2 Application of new and revised International Financial Reporting Standards (‘IFRS’)
Amendment to IAS 12 | International tax reform–Pillar Two Model Rules |
| Amendments to IFRS 10 | Sale or Contribution of Assets between an Investor and its | Effective date deferred indefinitely, |
| and IAS 28 | Associate or Joint Venture | to a date to be determined by the IASB |
Amendments to IAS 1 | Classification of Liabilities as Current or Non-current | Effective for an annual period that |
| begins on or after 1 January 2024 | ||
Amendments to IAS 1 | Non-current Liabilities with Covenants | Effective for an annual period that |
| begins on or after 1 January 2024 | ||
| Amendments to IAS 7 | Supplier Finance Arrangements | Effective for an annual period that |
| and IFRS 7 | begins on or after 1 January 2024 | |
| Amendment to IFRS 16 | Lease Liability in a Sale and Leaseback | Effective for an annual period that |
| Leases | begins on or after 1 January 2024 | |
Amendments to IAS 21 | Lack of Exchangeability | Effective for an annual period that |
| begins on or after 1 January 2025 |
3 Summary of material accounting policy information
Notes to the consolidated financial statements
For the year ended 31 December 2023
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
147Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
3 Summary of material accounting policy information continued
Basis of consolidation continued
Company name | Company number |
Deliveroo Hop Ltd | 13478743 |
Deliveroo International Ltd | 11465966 |
Deliveroo SP Ltd | 10970586 |
Roorestaurant Ltd | 13944490 |
Roofoods Management 1 Ltd | 13787537 |
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
148 deliveroo plc Annual Report 2023
3 Summary of material accounting policy information continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
149Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
3 Summary of material accounting policy information continued
Revenue continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
150 deliveroo plc Annual Report 2023
3 Summary of material accounting policy information continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
151Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
3 Summary of material accounting policy information continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
152 deliveroo plc Annual Report 2023
3 Summary of material accounting policy information continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
153Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
3 Summary of material accounting policy information continued
Leases continued
The Group as a lessee continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
154 deliveroo plc Annual Report 2023
3 Summary of material accounting policy information continued
Financial assets continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
155Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
156 deliveroo plc Annual Report 2023
UK and Ireland | International | Segments total | Other | Total | |
2023 | £m | £m | £m | £m | £m |
Total revenue | 1,209.0 | 821.0 | 2,030.0 | — | 2,030.0 |
Cost of sales | (751.5) | (552.1) | (1,303.6) | — | (1,303.6) |
Other operating income | 5.1 | 0.8 | 5.9 | — | 5.9 |
Administrative expenses | (208.1) | (185.7) | (393.8) | (247.1) | (640.9) |
Other operating expenses | (1.9) | (4.1) | (6.0) | — | (6.0) |
Adjusted EBITDA* | 252.6 | 79.9 | 332.5 | (247.1) | 85.4 |
| Share-based payments charge and national | |||||
insurance on share options | — | — | — | (64.3) | (64.3) |
Impairments | (2.4) | (2.6) | (5.0) | — | (5.0) |
Exceptional items* | — | — | — | 14.1 | 14.1 |
Depreciation and amortisation | (73.9) | ||||
Finance income | 35.3 | ||||
Finance costs | (2.5) | ||||
Loss before income tax | (10.9) | ||||
Income tax | (7.6) | ||||
Loss for the year from discontinued operations | (13.3) | ||||
Loss after tax and discontinued operations | (31.8) |
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
157Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
5 Segment information continued
UK and Ireland | International | Segments total | Other | Total | |
2022 | £m | £m | £m | £m | £m |
Total revenue | 1,119.4 | 855.3 | 1,974.7 | — | 1,974.7 |
Cost of sales | (713.9) | (617.6) | (1,331.5) | — | (1,331.5) |
Other operating income | 6.7 | 1.1 | 7.8 | — | 7.8 |
Administrative expenses | (249.0) | (183.3) | (432.3) | (251.1) | (683.4) |
Other operating expenses | (5.3) | (7.3) | (12.6) | — | (12.6) |
Adjusted EBITDA* | 157.9 | 48.2 | 206.1 | (251.1) | (45.0) |
| Share-based payments charge and national | |||||
insurance on share options | — | — | — | (68.8) | (68.8) |
Exceptional costs* | (6.9) | (8.0) | (14.9) | (55.5) | (70.4) |
Depreciation and amortisation | (61.4) | ||||
Finance income | 17.8 | ||||
Finance costs | (2.8) | ||||
Loss before income tax | (230.6) | ||||
Income tax | (11.9) | ||||
Loss for the year from discontinued operations | (51.6) | ||||
Loss after tax and discontinued operations | (294.1) |
2023 | 2022 | |
£m | £m | |
UK and Ireland | 128.1 | 147.0 |
International | 33.9 | 48.7 |
Total non-current assets | 162.0 | 195.7 |
6 Revenue
The Group’s revenue is analysed as follows:
2023 | 2022 | |
£m | £m | |
UK and Ireland | 1,209.0 | 1,119.4 |
International | 821.0 | 855.3 |
Total revenue | 2,030.0 | 1,974.7 |
2023 | 2022 | |
£m | £m | |
Point in time | 1,967.6 | 1,909.6 |
Over time | 62.4 | 65.1 |
Total revenue | 2,030.0 | 1,974.7 |
Contract balances are immaterial to the Group and therefore no disclosure is provided. There have been no significant
changes to the contract balances in the current financial year.
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158 deliveroo plc Annual Report 2023
2023 | 2022 | |
£m | £m | |
Depreciation of plant, property and equipment (see note 14) | 13.0 | 12.8 |
Depreciation of right-of-use assets (see note 15) | 19.9 | 18.7 |
Amortisation expense (see note 16) | 41.0 | 30.3 |
Loss on disposal of property, plant and equipment (see note 14) | 4.0 | 2.6 |
Auditor's remuneration (see note 29) | 2.2 | 2.4 |
Sales and marketing costs | 185.8 | 225.8 |
Staff costs (see note 27) | 370.2 | 382.0 |
Exceptional items* (see note 12) | (0.8) | 92.4 |
Impairment of right-of-use assets (see note 15) | 1.7 | 3.7 |
2023 | 2022 | |
£m | £m | |
Bank interest | 34.2 | 11.0 |
Foreign exchange gains | 1.1 | 6.8 |
Total finance income | 35.3 | 17.8 |
2023 | 2022 | |
£m | £m | |
Interest expense on lease liabilities | 2.5 | 2.8 |
Total finance cost | 2.5 | 2.8 |
10 Income tax expense
2023 | 2022 | |
£m | £m | |
Current tax charge for the year | 7.2 | 6.4 |
Current tax (credit)/charge relating to prior-year adjustment | (1.6) | 2.8 |
Deferred tax (credit)/charge relating to the current year | (0.2) | 2.9 |
Deferred tax charge/(credit) relating to prior-year adjustment | 2.2 | (0.2) |
Total | 7.6 | 11.9 |
The standard rate of corporation tax applied to reported loss in the UK is 23.50% (2022: 19.00%). Taxation for other jurisdictions
is calculated at the prevailing rates in the respective jurisdictions.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
159Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
10 Income tax expense continued
The reconciliation between the tax expense and the product of accounting profit multiplied by the domestic tax rate for the
years ended 31 December 2023 and 2022 is as follows:
2023 | 2022 | |
£m | £m | |
Loss before tax | (10.9) | (230.6) |
Loss before tax multiplied by the tax rate of (32.24)% (2022: 19.00%) | 3.5 | (43.8) |
Losses not recognised | 4.7 | 42.4 |
Recognition of tax losses – deferred tax | 0.1 | 7.3 |
Permanent differences | (1.0) | 3.9 |
Non-taxable income | (8.3) | — |
Movement in other unrecognised temporary differences | 6.5 | (1.8) |
Adjustment in respect of prior years | (1.5) | 2.8 |
Effect of changes in tax rates | (0.5) | (0.2) |
Other taxes | 1.9 | 1.3 |
Deferred tax – prior-year adjustment | 2.2 | — |
Total | 7.6 | 11.9 |
In the UK, a corporation tax rate of 25% (effective 1 April 2023) was substantively enacted on 24 May 2021.
The Group operates across a number of different jurisdictions, which results in various cross-border transactions arising
between Group companies. In line with Organisation for Economic Co-operation and Development (‘OECD’) guidelines, the
Group bases its transfer pricing policy on the ‘arm’s length principle’. In certain situations, different tax authorities may seek
to attribute further profit to activities being undertaken in their jurisdiction which could lead to double taxation, which the
Group will seek to mitigate if it arises.
To address concerns about uneven profit distribution and tax contributions of large multinational corporations, various
agreements have been reached at the global level, including an agreement by over 135 jurisdictions to introduce a global
minimum tax rate of 15% (‘Pillar Two’). In December 2021, the Organisation for Economic Co-operation and Development
(‘OECD’) released a draft legislative framework, that is expected to be used by individual jurisdictions that signed the
agreement to amend their local tax laws. At 31 December 2023, a number of the jurisdictions in which the Group operates
have enacted or substantively enacted the tax legislation related to the top-up tax.
The Group is in scope of the enacted or substantively enacted legislation across the territories in which it operates and has
performed an assessment of the Group’s potential exposure to Pillar Two income taxes. Based on the assessment, the Pillar
Two effective tax rates in most of the jurisdictions in which the Group operates are above 15%. However, there are a limited
number of jurisdictions where the transitional safe harbour relief does not apply and the Pillar Two effective tax rate is close
to, or below, the 15% minimum tax rate. The Group does not expect a material exposure to Pillar Two income taxes in those
jurisdictions. The Group has applied the temporary exemption, introduced in May 2023, from the accounting requirements
for deferred taxes in IAS 12, so that the Group neither recognises nor discloses information about deferred tax assets and
liabilities related to Pillar Two income taxes.
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160 deliveroo plc Annual Report 2023
2023 | 2022 | |
£m | £m | |
Revenue | — | 66.2 |
Expenses | (13.3) | (113.7) |
Loss before tax | (13.3) | (47.5) |
Attributable tax expense | — | (4.1) |
Net loss attributable to discontinued operations (attributable to the owners of the Company) | (13.3) | (51.6) |
12 Exceptional items
The following have been recognised as exceptional items where there is separately identifiable income and expenditure
arising from activities or events outside the normal course of business. These are qualitatively or quantitatively material in the
year and are deemed material to the understanding of the accounts. Exceptional items for the current and prior year include
market exit costs, settlements and professional fees in relation to legal and regulatory investigations, restructuring costs,
and other project costs.
2023 | 2022 | |
£m | £m | |
Legal and regulatory | (20.0) | 62.6 |
Restructuring costs | 5.9 | 6.5 |
Coronavirus-related costs | — | 0.5 |
Initial Public Offering and deal costs | — | 0.8 |
Total exceptional items* from continuing operations | (14.1) | 70.4 |
From discontinued operations | 13.3 | 22.0 |
Total exceptional items* | (0.8) | 92.4 |
* Alternative performance measure (‘APM’), refer to glossary on page 187 for further details.
13 Loss per share
The calculation of the basic and diluted loss per share is based on the following data.
2023 | 2022 | |
Loss | £m | £m |
Loss for the year from continuing operations | (18.5) | (242.5) |
Loss for the year from continuing and discontinued operations | (31.8) | (294.1) |
2023 | 2022 | |
Number of shares | No. | No. |
Weighted average number of Ordinary Shares outstanding | 1,731,467,458 | 1,836,841,624 |
2023 | 2022 | |
| From continuing operations | £ | £ |
| Loss per share | ||
– Basic | (0.01) | (0.13) |
– Diluted | (0.01) | (0.13) |
2023 | 2022 | |
| From continuing and discontinued operations | £ | £ |
| Loss per share | ||
– Basic | (0.02) | (0.16) |
– Diluted | (0.02) | (0.16) |
There was no difference between basic and diluted loss per share for the year ended 31 December 2023 and the year ended 31
December 2022, since the effect of all potentially dilutive shares outstanding was anti-dilutive. Total outstanding share awards as
at the year ended 31 December 2023 and 31 December 2022 are set out in note 27.3 Employee benefits, Share-based payments.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
161Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
14 Property, plant and equipment
| Rider, | |||||
| restaurant | |||||
| Leasehold | IT and office | and store | Assets under | ||
| improvements | equipment | equipment | construction | Total | |
£m | £m | £m | £m | £m | |
| Cost | |||||
At 1 January 2022 | 36.2 | 8.5 | 15.8 | 4.0 | 64.5 |
Additions | 1.7 | 2.6 | 2.9 | 22.9 | 30.1 |
Disposals | (1.0) | (0.2) | (0.5) | (1.8) | (3.5) |
Transfers between categories | 16.2 | — | 4.0 | (20.2) | — |
Currency translation | 1.4 | (0.3) | 0.3 | (0.1) | 1.3 |
At 31 December 2022 | 54.5 | 10.6 | 22.5 | 4.8 | 92.4 |
Additions | 1.4 | 1.4 | 1.3 | 3.5 | 7.6 |
Disposals | (4.5) | (0.1) | (1.2) | (0.6) | (6.4) |
Transfers between categories | 5.8 | 0.9 | 0.7 | (7.4) | — |
Currency translation | (1.1) | (0.1) | (0.4) | — | (1.6) |
At 31 December 2023 | 56.1 | 12.7 | 22.9 | 0.3 | 92.0 |
| Accumulated depreciation | |||||
At 1 January 2022 | (15.4) | (7.3) | (8.1) | — | (30.8) |
Charge for year | (8.1) | (1.0) | (3.7) | — | (12.8) |
Eliminated on disposal | 0.4 | — | 0.5 | — | 0.9 |
Currency translation | (0.6) | 0.2 | — | — | (0.4) |
At 31 December 2022 | (23.7) | (8.1) | (11.3) | — | (43.1) |
Charge for the year | (7.8) | (1.4) | (3.8) | — | (13.0) |
Eliminated on disposal | 1.4 | 0.1 | 0.9 | — | 2.4 |
Currency translation | 0.5 | — | 0.2 | — | 0.7 |
At 31 December 2023 | (29.6) | (9.4) | (14.0) | — | (53.0) |
| Net book value | |||||
At 31 December 2023 | 26.5 | 3.3 | 8.9 | 0.3 | 39.0 |
At 31 December 2022 | 30.8 | 2.5 | 11. 2 | 4.8 | 49.3 |
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162 deliveroo plc Annual Report 2023
Buildings | Equipment | Total | |
£m | £m | £m | |
| Cost | |||
At 1 January 2022 | 63.6 | 0.9 | 64.5 |
Additions | 57.4 | — | 57.4 |
Disposals | (9.0) | — | (9.0) |
Impairment | (6.2) | — | (6.2) |
Currency translation | 2.2 | — | 2.2 |
At 31 December 2022 | 108.0 | 0.9 | 108.9 |
Additions | 6.1 | — | 6.1 |
Disposals | (6.8) | — | (6.8) |
Impairment | (2.0) | — | (2.0) |
Currency translation | (2.1) | (0.1) | (2.2) |
At 31 December 2023 | 103.2 | 0.8 | 104.0 |
| Accumulated depreciation | |||
At 1 January 2022 | (24.2) | (0.5) | (24.7) |
Depreciation charge for the year | (18.5) | (0.2) | (18.7) |
Disposals | 7.0 | — | 7.0 |
Impairment | 2.5 | — | 2.5 |
Currency translation | (1.5) | — | (1.5) |
At 31 December 2022 | (34.7) | (0.7) | (35.4) |
Depreciation charge for the year | (19.7) | (0.2) | (19.9) |
Disposals | 5.4 | — | 5.4 |
Impairment | 0.3 | — | 0.3 |
Currency translation | 0.7 | 0.1 | 0.8 |
At 31 December 2023 | (48.0) | (0.8) | (48.8) |
| Carrying amount | |||
At 31 December 2023 | 55.2 | — | 55.2 |
At 31 December 2022 | 73.3 | 0.2 | 73.5 |
2023 | 2022 | |
£m | £m | |
Depreciation expense on right-of-use assets | 19.9 | 18.7 |
Interest expense on lease liabilities | 2.5 | 2.8 |
Expense relating to short-term leases | 1.9 | — |
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
163Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
15 Leases continued
2023 | 2022 | |
£m | £m | |
Current | 16.0 | 12.3 |
Non-current | 43.6 | 61.5 |
Total | 59.6 | 73.8 |
Buildings | Equipment | Total | |
£m | £m | £m | |
At 1 January 2022 | 46.4 | 0.2 | 46.6 |
Additions | 43.5 | — | 43.5 |
Disposals | (2.0) | — | (2.0) |
Accretion of interest | 2.8 | — | 2.8 |
Payments | (18.5) | — | (18.5) |
Currency translation | 1.4 | — | 1.4 |
At 31 December 2022 | 73.6 | 0.2 | 73.8 |
Additions | 6.1 | — | 6.1 |
Disposals | (3.0) | — | (3.0) |
Accretion of interest | 2.5 | — | 2.5 |
Payments | (17.7) | (0.2) | (17.9) |
Currency translation | (1.9) | — | (1.9) |
At 31 December 2023 | 59.6 | — | 59.6 |
2023 | 2022 | |
£m | £m | |
Year 1 | 17.2 | 18.7 |
Year 2 | 13.8 | 17.1 |
Year 3 | 11.7 | 13.3 |
Year 4 | 10.4 | 10.8 |
Year 5 | 5.4 | 10.0 |
Onwards | 7.4 | 13.0 |
Total cash flow | 65.9 | 82.9 |
Less interest | (6.3) | (9.1) |
Total | 59.6 | 73.8 |
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164 deliveroo plc Annual Report 2023
| Capitalised | ||||
| Acquired | development | |||
| Goodwill | software | expenditure | Total | |
£m | £m | £m | £m | |
| Cost | ||||
At 1 January 2022 | 4.9 | 9.8 | 104.6 | 119.3 |
Additions | — | — | 50.3 | 50.3 |
Currency translation | — | 0.2 | (0.1) | 0.1 |
At 31 December 2022 | 4.9 | 10.0 | 154.8 | 169.7 |
Additions | — | — | 36.1 | 36.1 |
Disposals | — | (0.1) | — | (0.1) |
Currency translation | — | (0.1) | — | (0.1) |
At 31 December 2023 | 4.9 | 9.8 | 190.9 | 205.6 |
| Accumulated amortisation | ||||
At 1 January 2022 | — | (4.7) | (61.8) | (66.5) |
Amortisation charge for the year | — | (1.1) | (29.2) | (30.3) |
At 31 December 2022 | — | (5.8) | (91.0) | (96.8) |
Amortisation charge for the year | — | (3.9) | (37.1) | (41.0) |
Currency translation | — | (0.1) | 0.1 | — |
At 31 December 2023 | — | (9.8) | (128.0) | (137.8) |
| Net book value | ||||
At 31 December 2023 | 4.9 | — | 62.9 | 67.8 |
At 31 December 2022 | 4.9 | 4.2 | 63.8 | 72.9 |
2023 | 2022 | |
£m | £m | |
| Deferred tax assets | ||
Deferred tax assets relating to tax losses | 1.0 | 2.5 |
Deferred tax assets relating to other temporary differences | 0.8 | 0.8 |
Deferred tax assets relating to share-based payments | — | — |
Deferred tax assets relating to fixed asset temporary differences | — | 0.8 |
Net deferred tax assets | 1.8 | 4.1 |
| Foreign | |||||
| Recognised | Recognised | exchange | |||
| 1 January 2023 | in income * | in equity | differences | Total | |
£m | £m | £m | £m | £m | |
Tax value of loss carry-forwards utilised | 2.5 | (1.5) | — | — | 1.0 |
Fixed asset temporary differences | 0.8 | (0.8) | — | — | — |
Share-based payments | — | — | — | — | — |
Other | 0.8 | — | — | — | 0.8 |
Net deferred tax asset | 4.1 | (2.3) | — | — | 1.8 |
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
165Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
17 Deferred tax continued
| Foreign | |||||
| Recognised | Recognised | exchange | |||
| 1 January 2022 | in income * | in equity | differences | Total | |
£m | £m | £m | £m | £m | |
Tax value of loss carry-forwards utilised | 8.0 | (5.5) | — | — | 2.5 |
Fixed asset temporary differences | 1.3 | (0.5) | — | — | 0.8 |
Share-based payments | — | — | — | — | — |
Other | 1.4 | (0.6) | — | — | 0.8 |
Net deferred tax asset | 10.7 | (6.6) | — | — | 4.1 |
2023 | 2022 | |
£m | £m | |
Shares | 2.9 | 2.9 |
Total investments in financial assets | 2.9 | 2.9 |
Current | Non-current | |||
2023 | 2022 | 2023 | 2022 | |
£m | £m | £m | £m | |
Trade receivables | 99.4 | 80.6 | — | — |
Lifetime ECL | (4.1) | (4.0) | — | — |
Net trade receivables | 95.3 | 76.6 | — | — |
Prepayments | 27.3 | 15.6 | — | — |
Other receivables | 19.3 | 12.4 | 14.1 | 22.6 |
Corporation tax receivable | 5.7 | 5.0 | — | — |
Total receivables | 147.6 | 109.6 | 14.1 | 22.6 |
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166 deliveroo plc Annual Report 2023
19 Trade and other receivables continued
Not past due | <30 days | 31–60 days | 61 –90 days | >90 days | Total | |
2023 | £m | £m | £m | £m | £m | £m |
Estimated credit loss rate % | 3% | 7% | 13% | 17% | 55% | |
| Estimated gross carrying amount | ||||||
at default | 88.2 | 3.0 | 0.8 | 1.8 | 5.6 | 99.4 |
Lifetime ECL* | (0.4) | (0.2) | (0.1) | (0.3) | (3.1) | (4.1) |
Total | 95.3 |
Not past due | <30 days | 31–60 days | 61–90 days | >90 days | Total | |
2022 | £m | £m | £m | £m | £m | £m |
Estimated credit loss rate % | — | 5% | 10% | 23% | 51% | |
| Estimated gross carrying amount | ||||||
at default | 66.9 | 4.2 | 2.1 | 1.3 | 6.1 | 80.6 |
Lifetime ECL* | (0.2) | (0.2) | (0.2) | (0.3) | (3.1) | (4.0) |
Total | 76.6 |
2023 | 2022 | |
£m | £m | |
Restaurant equipment | 2.1 | 4.2 |
Rider clothing and equipment | 11.4 | 14.4 |
Food and packaging | 1.3 | 0.8 |
Total inventories | 14.8 | 19.4 |
2023 | 2022 | |
£m | £m | |
Cash at bank | 107.5 | 225.0 |
Money market funds | 240.5 | 52.5 |
Short-term deposits | 255.1 | 671.6 |
Total cash and cash equivalents | 603.1 | 949.1 |
2023 | 2022 | |
£m | £m | |
Legal provision | 113.9 | 129.3 |
Dilapidations | 13.3 | 13.9 |
Total provisions | 127.2 | 143.2 |
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
167Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
22 Provisions continued
2023 | 2022 Legal provision | |
£m | £m | |
Current | 58.1 | — |
Non-current | 55.8 | 129.3 |
Total | 113.9 | 129.3 |
Legal provisions | Dilapidations | |
£m | £m | |
At 1 January 2023 | 129.3 | 13.9 |
Foreign currency translation | (4.0) | 0.1 |
Additional amounts provided for | 20.2 | 0.1 |
Amounts utilised | (3.7) | (0.2) |
Amounts released | (27.9) | (0.6) |
At 31 December 2023 | 113.9 | 13.3 |
2023 | 2022 | |
£m | £m | |
Trade payables | 16.0 | 25.7 |
Accruals and deferred income | 137.1 | 140.7 |
Other tax and social security payables | 61.6 | 62.1 |
Other payables | 26.1 | 22.6 |
Amounts due to restaurants | 82.8 | 77.4 |
Corporation tax payable | 2.8 | 4.3 |
Total payables | 326.4 | 332.8 |
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
168 deliveroo plc Annual Report 2023
23 Trade and other payables continued
2023 | 2022 | 2023 | 2022 | |
Shares issued, allotted and fully paid: | shares | shares | £ | £ |
Ordinary A | 1,521,831,251 | 1,755,425,173 | 7,609,156 | 8,777,126 |
Ordinary B | 102,508,168 | 100,299,642 | 512,541 | 501,498 |
Total shares issued | 1,624,339,419 | 1,855,724,815 | 8,121,697 | 9,278,624 |
2023 | 2022 | |
£m | £m | |
Balance at 1 January | 66.0 | — |
Acquired in the year | 59.8 | 66.0 |
Bought back and cancelled | (50.8) | — |
Utilised for share schemes | (23.5) | — |
Balance at 31 December | 51.5 | 66.0 |
2023 | 2022 | |
£m | £m | |
Capital redemption reserve | 1.2 | — |
Total other reserves | 1.2 | — |
| Capital | |
| redemption | |
| reserve | |
| £m | |
At 1 January 2023 | — |
Capital redemption reserve | 1.2 |
At 31 December 2023 | 1.2 |
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
169Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
2023 | 2022 | |
£m | £m | |
Wages and salaries | 262.7 | 266.3 |
Social security costs | 41.1 | 20.9 |
Contributions to defined contribution plans | 10.3 | 9.5 |
Share-based payment charge | 56.1 | 85.3 |
Total employee benefits | 370.2 | 382.0 |
2023 | 2022 | |
No. | No. | |
Sales, marketing and operations | 2,263 | 2,646 |
Technology | 1,062 | 842 |
Administration | 449 | 460 |
Directors and global management | 33 | 32 |
Total employee numbers | 3,807 | 3,980 |
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
170 deliveroo plc Annual Report 2023
27 Employee benefits continued
27.3 Share-based payments continued
Post-IPO Employee Share Plans continued
| Weighted | |||||
| Employee | average | ||||
| Employee | share awards | Performance | exercise | ||
| share options | (France and US) | Share Plans | Total | price (£) | |
Outstanding at 31 December 2021 | 59,634,128 | 56,318,264 | 5,608,972 | 121,561,364 | 0.02 |
Granted | 70,837,326 | 16,574,325 | 11,468,387 | 98,880,038 | 0.00 |
Forfeited | (11,293,784) | (2,644,925) | (352,681) | (14,291,390) | 0.03 |
Exercised | (4,422,710) | (7,659,480) | — | (12,082,190) | 0.02 |
Outstanding at 31 December 2022 | 114,754,960 | 62,588,184 | 16,724,678 | 194,067,822 | 0.02 |
Granted | 5,910,792 | 4,022,324 | 16,520,993 | 26,454,109 | 0.01 |
Forfeited | (15,312,719) | (5,256,959) | (6,232,096) | (26,801,774) | 0.01 |
Exercised | (19,220,819) | (14,948,119) | — | (34,168,938) | 0.02 |
Outstanding at 31 December 2023 | 86,132,214 | 46,405,430 | 27,013,575 | 159,551,219 | 0.01 |
Exercisable at 31 December 2023 | 39,692,123 | 756 | — | 39,692,879 | 0.04 |
Exercisable at 31 December 2022 | 31,049,260 | 230 | — | 31,049,490 | 0.07 |
Exercisable at 31 December 2021 | 19,216,576 | 4,593,600 | — | 23,810,176 | 0.03 |
Valuation method | Black Scholes | Intrinsic value | Monte Carlo |
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
171Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
27 Employee benefits continued
27.3 Share-based payments continued
2023 | 2022 | |
| 1 month – | 1 month – | |
| Vesting period | 4 years | 4 years |
Volatility | 55.1% | 48.0% |
Option life | 9.9 years | 9.9 years |
Risk-free investment rate | 8.825% | 2.354% |
Weighted average share price | £0.96 | £0.90 |
Weighted average exercise price grant date | £0.00 | £0.00 |
2023 | 2022 | |
Grant price | £0.01 | £0.01 |
Weighted average market price | £0.93 | £0.92 |
Attrition rate | 26% | 43% |
2023 | 2022 | |
Exercise price | £0.005 | £0.005 |
Volatility | 55.1% | 48.0% |
Expected life | 3 years | 3 years |
Risk-free investment rate | 3.3556% | 1.5142% |
Dividend yield | 0% | 0% |
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
172 deliveroo plc Annual Report 2023
28 Reconciliation of cash used in operations
2023 | 2022 | |
£m | £m | |
| Cash flows from operating activities | ||
Operating loss for the year | (56.7) | (295.7) |
Depreciation and amortisation | 73.9 | 61.8 |
Loss on disposal of property, plant and equipment | 4.0 | 2.6 |
Decrease in dilapidation provision | (0.8) | — |
Impairment of right-of-use asset | 1.7 | 3.7 |
Gain on disposal of lease liability and right-of-use asset | (1.5) | — |
Share-based payments charge | 56.1 | 85.3 |
Net foreign exchange differences | (3.9) | 7.5 |
Decrease/(increase) in inventories | 4.6 | (1.2) |
Increase in trade and other receivables | (29.6) | (11.2) |
Decrease in trade and other payables | (6.2) | (39.5) |
(Decrease)/increase in legal provisions | (14.1) | 44.5 |
Corporation tax paid | (4.3) | (2.0) |
Cash from/(used in) operations | 23.2 | (144.2) |
2023 | 2022 | |
£m | £m | |
Remuneration for the audit | 2.1 | 2.3 |
Audit-related assurance services | 0.1 | 0.1 |
Total auditor’s remuneration | 2.2 | 2.4 |
2023 | 2022 | |
£m | £m | |
| Financial assets at amortised cost | ||
Trade and other receivables (excluding prepayments and corporation tax) | 128.7 | 111.6 |
Other treasury deposits | 75.7 | 50.5 |
Cash at bank and short-term deposits (see note 21) | 362.6 | 896.6 |
Total | 567.0 | 1,058.7 |
2023 | 2022 | |
£m | £m | |
| Financial assets at FVTPL | ||
Money market funds (see note 21) | 240.5 | 52.5 |
Shares (see note 18) | 2.9 | 2.9 |
Total | 243.4 | 55.4 |
2023 | 2022 | |
£m | £m | |
| Financial liabilities at amortised cost | ||
Trade and other payables* | (256.7) | (258.3) |
Total | (256.7) | (258.3) |
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
173Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
30 Financial instruments continued
2023 | 2022 | |
£m | £m | |
USD | 1.6 | 14.5 |
EUR | 160.7 | 117.2 |
AUD | 0.1 | 2.1 |
HKD | 14.9 | 5.5 |
SGD | 7.4 | 10.0 |
KWD | 5.4 | 7.1 |
AED | 37.9 | 55.2 |
INR | 0.4 | 1.1 |
QAR | 2.5 | 0.7 |
PLN | 0.4 | 0.8 |
| Cash increase/(decrease) | ||||
10% strengthening | 10% weakening | |||
2023 | 2022 | 2023 | 2022 | |
£m | £m | £m | £m | |
USD | (0.3) | (1.3) | 0 | 1.6 |
EUR | (14.5) | (10.7) | 18.0 | 13.0 |
AUD | 0 | (0.3) | 0 | 0.1 |
HKD | (1.3) | (0.4) | 1.7 | 0.7 |
SGD | (0.7) | (0.9) | 0.8 | 1.1 |
KWD | (0.5) | (0.7) | 0.6 | 0.8 |
AED | (3.4) | (5.0) | 4.2 | 6.2 |
INR | 0 | (0.1) | 0.1 | 0.2 |
QAR | (0.3) | (0.1) | 0.2 | 0.1 |
PLN | (0.1) | (0.1) | 0 | 0 |
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
174 deliveroo plc Annual Report 2023
30 Financial instruments continued
2023 | 2022 | |
£m | £m | |
Trade and other receivables (excluding prepayments and corporation tax) | 128.7 | 111.6 |
Other treasury deposits | 75.7 | 50.5 |
Cash and cash equivalents (see note 21) | 603.1 | 949.1 |
Total financial assets | 807.5 | 1,111.2 |
2023 | 2022 | |
£m | £m | |
Within one year | (256.7) | (258.3) |
Total | (256.7) | (258.3) |
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
175Annual Report 2023 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2023
2023 | 2022 | |
£m | £m | |
Wages and salaries | 10.8 | 12.0 |
Post-retirement benefits | 0.2 | 0.1 |
Termination payments | 0.4 | 3.8 |
Share-based payment charge | 19.2 | 43.2 |
Total remuneration | 30.6 | 59.1 |
33 Events after the reporting period
No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
176 deliveroo plc Annual Report 2023
2023 2022
Note £m £m
Fixed assets
Investments 7 3,225.4 3,225.4
Intercompany loan 3 772.4 1,053.1
3,997.8 4,278.5
Current assets
Debtors 4 194.6 141.0
Cash at bank 5 — 0.2
194.6 141.2
Creditors: amounts falling due within one year 6 (2.7) —
Net current assets 191.9 141.2
Total assets less current liabilities 4,189.7 4,419.7
Capital and reserves
Called up share capital 8 8.1 9.3
Own shares 9 — —
Other reserves 10 1.2 —
Merger reserve 3,218.0 3,218.0
Profit and loss account 962.4 1,192.4
Shareholders’ funds 4,189.7 4,419.7
As permitted by Section 408 of the Companies Act 2006, the Company’s statement of profit or loss has not been included in these
financial statements. The Company recorded a profit/(loss) for the year to 31 December 2023 of £17.7 million (2022: £(671.8) million).
Approved and authorised by the Board on 13 March 2024 and signed on its behalf by:
Scilla Grimble
Director
Parent Company balance sheet
As at 31 December 2023
(Registration number: 13227665)
Share
capital (note 8 )
Share
premium
Own
shares (note 9 )
Other reserves
(note 10 )
Merger
reserve
Profit and loss
account Total
Note £m £m £m £m £m £m £m
At 1 January 2022 9.3 1,013.0 — — 3,915.2 68.7 5,006.2
Loss for the year and comprehensive
income — — — — — (671.8) (671.8)
Share-based payment awards — — — — — 85.3 85.3
Transfer from merger reserve — — — — (697.2) 697.2 —
Reduction of share premium — (1,013.0 ) — — — 1,013.0 —
At 31 December 2022 9.3 — — — 3,218.0 1,192.4 4,419.7
Profit for the year and comprehensive
income — — — — — 17.7 17.7
Shares bought back and cancelled 8 ( 1.2 ) — 50.8 1.2 — (303.8) (253.0)
Own shares acquired during the period 8 — — (50.8) — — — (50.8)
Share-based payment awards — — — — — 56.1 56.1
At 31 December 2023 8.1 — — 1.2 3,218.0 962.4 4,189.7
The notes on pages 178 to 183 form an integral part of these financial statements.
Parent Company statement of changes in equity
For the year ended 31 December 2023
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
177Annual Report 2023 deliveroo plc
Notes to the financial statements
For the year ended 31 December 2023
1 General information
The Company is a public company limited by share capital, incorporated in England and Wales.
The Company’s principal activity is that of a holding company.
The address of its registered office is: The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane, London, EC4R 3TE,
United Kingdom.
2 Accounting policies
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies
have been consistently applied to the periods presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 ‘The Financial Reporting
Standard applicable in the UK and Republic of Ireland’.
Basis of preparation
These financial statements have been prepared using the historical cost convention.
Amounts are presented in GBP and to the nearest million pounds (to one decimal place) unless otherwise noted.
Summary of disclosure exemptions
The Company has taken advantage of the following disclosure exemptions permitted by FRS 102:
• the requirements of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation, paragraph 3.17(d);
• the requirements of Section 11 Financial Instruments, paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b),
and 11.48(c); and
• the requirements of Section 33 Related Party Disclosures, paragraph 33.7.
Going concern
These financial statements have been prepared on the going concern basis, which assumes continuity of normal business
activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.
At the reporting date, the Company’s current assets exceed its current liabilities by £191.9 million (2022: £141.2 million) and
it has net assets of £4,189.7 million (2022: £4,419.7 million).
Tax
Any tax expense or credit recognised in the income statement is based on the results for the period as adjusted for items
which are disallowed or not taxed. It is based on tax rates and laws that have been enacted or substantively enacted by the
end of the reporting period.
Deferred income tax is calculated using the liability method in respect of temporary differences between the carrying
amounts of assets and liabilities and their tax bases. Deferred tax on temporary differences associated with investments
in subsidiaries and joint ventures is not recognised if reversal of these temporary differences can be controlled by the
Company and it is probable that reversal will not occur in the foreseeable future.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their
respective period of realisation, provided they are enacted or substantively enacted by the end of the reporting period.
Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised against future taxable
income, based on the Company’s forecast of future operating results which is adjusted for significant non-taxable income and
expenses and specific limits to the use of any unused tax loss or credit. Deferred tax liabilities are always provided for in full.
Deferred tax assets and liabilities are offset only when the Company has a right and intention to set off current tax assets and
liabilities from the same taxation authority.
Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in profit or loss, except
where they relate to items that are recognised in other comprehensive income or directly in equity, in which case the related
deferred tax is also recognised in other comprehensive income or equity respectively.
Investments
Investments in subsidiaries are stated at cost less cumulative impairment losses.
The carrying values of investments are reviewed at each reporting date to determine whether there is any indication of
impairment. If any such indication exists, an impairment loss is recognised if the carrying amount of an asset exceeds its
estimated recoverable value.
The Company also considers the relationship between its market capitalisation and the carrying value of its investments,
when reviewing for indicators of impairment.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
178 deliveroo plc Annual Report 2023
2 Accounting policies continued
Cash at bank
Cash at bank comprises cash on hand and demand deposits, together with other short-term, highly liquid investments that are
readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
Debtors
Debtors include amounts due from Group companies and other amounts due from third parties. They are recognised as fixed
assets if intended for use on a continuing basis, and as current assets if not intended for such use.
Intercompany loan
Intercompany loans are amounts due from Group companies. They are recognised as fixed assets if intended for use on
a continuing basis, and as current assets if not intended for such use.
At each reporting date financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset
is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows
discounted at the asset’s original effective interest rate. The impairment loss is recognised in the profit and loss statement.
Creditors
Creditors include amounts due to Group companies and other amounts due to third parties. They are recognised as amounts
falling due within one year if payment is due in one year or less. If payment is due in over a year, they are presented as
amounts falling due after more than one year.
Share capital
Share capital represents the nominal value of shares that have been issued. Any transaction costs directly attributable to the
issuing of new shares are deducted from share capital, net of any related income tax benefits.
Other components of equity include the following:
• share premium – comprises the difference between the value of the shares on issue and their nominal value;
• profit and loss – comprises accumulated profit/(loss);
• merger reserve – comprises the difference between the fair value of Roofoods Ltd as at 6 April 2021 and the nominal value
of shares acquired by Deliveroo plc as part of the share-for-share exchange which took place prior to Admission;
• own shares – comprises the shares of Deliveroo plc that are held in treasury. Own shares are recorded at cost and
deducted from equity; and
• other reserves – represents the nominal value of shares bought back and cancelled.
Share-based payments
The Group operates share-based compensation plans for employees. Equity instruments granted are measured at fair value
of the equity instrument at grant date. This is recognised as an expense in the statement of comprehensive income, with a
corresponding credit to equity. The expense is allocated over the vesting period, based on the best available estimate of the
number of equity instruments expected to vest.
Vesting conditions may have market or non-market criteria, and are included in assumptions about the number of equity
instruments that are expected to vest. Estimates are subsequently revised if there is any indication that the number of equity
instruments expected to vest differs from previous estimates, and taking into account the number of equity instruments
which have been cancelled, modified or forfeited in the period.
It recognises the impact of the revision to original estimates, if any, in the statement of comprehensive income with
a corresponding adjustment to equity. Any cumulative adjustment prior to vesting is recognised in the current period.
No adjustment is made to any expense recognised in prior periods, if equity instruments expected to vest differs from
previous estimates. Upon exercise of equity instruments the proceeds received net of any directly attributable transaction
costs are allocated to share capital and share premium.
The Group maintains an Employee Benefit Trust (‘EBT’) which holds shares on behalf of the Company, which can be used to
settle obligations under employee share-based compensation plans.
Key sources of estimation uncertainty
In the application of the Company’s accounting policies, which are described above, management is required to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only
that period, or in the period of the revision and future periods if the revision affects both current and future periods.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
179Annual Report 2023 deliveroo plc
Notes to the financial statements continued
For the year ended 31 December 2023
2 Accounting policies continued
Key sources of estimation uncertainty continued
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that
may have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next
financial year, are discussed below.
Impairment of investments in subsidiary undertakings
The carrying value of the investment in the Company’s wholly owned subsidiaries is reviewed for impairment on an annual basis.
The recoverable amount is determined based on a value-in-use calculation derived from the Group’s Long-Term Plan, approved by
the Board. The assessment of the recoverable amount requires the determination of appropriate assumptions, which comprise key
sources of estimation uncertainty. The principal assumptions relate to the performance of the subsidiary over the forecast period
(including the GTV compound annual growth rate (‘CAGR’)), the long-term growth rate applied beyond the forecast period, and the
discount factor (which is derived from the Group’s weighted average cost of capital (‘WACC’)). Estimation uncertainty arises due to
changing economic and market factors, and fluctuations in forecasted revenue and cost growth. See note 7 for further details on
the assumptions and associated sensitivities.
The Company’s financial risk is managed as part of the Group’s strategy and policies as discussed in note 30 of the Group
financial statements.
Critical accounting judgements
In the course of preparing the financial statements, no judgements have been made in the process of applying the
Company’s accounting policies.
3 Intercompany loan
2023 2022
£m £m
Intercompany loan – Roofoods Ltd 772.4 1,053.1
4 Debtors
2023 2022
£m £m
Current
Amounts owed by Group companies 192.1 140.4
Other debtors 0.4 0.4
Prepayments 2.1 0.2
Total debtors 194.6 141.0
5 Cash at bank
2023 2022
£m £m
Cash and short-term deposits — 0.2
6 Creditors
2023 2022
£m £m
Current
Trade creditors 1.9 —
Accruals 0.8 —
Total creditors 2.7 —
7 Investments
2023 2022
£m £m
Investments 3,225.4 3,225.4
On 6 April 2021, the Company issued Ordinary Shares in a share-for-share exchange with the shareholders of Roofoods Limited.
Consequently, Deliveroo plc directly owns 100% of Roofoods Limited.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
180 deliveroo plc Annual Report 2023
7 Investments continued
Impairment of investments in subsidiary undertakings
The Company evaluates its investments in subsidiary undertakings annually for any indicators of impairment or impairment
reversal. The Company considers the relationship between its market capitalisation and the carrying value of its investments,
among other factors, when reviewing for indicators of impairment. As at 31 December 2023 the market capitalisation
of the Group was below the carrying value of its investment in Roofoods Ltd, indicating a potential impairment. However,
a full impairment review of the Company’s investments in subsidiaries and intercompany receivables was undertaken.
The carrying value of the investment in Roofoods Ltd was the result of decisions taken during the restructuring exercise
alongside the IPO, when the new Parent Company, Deliveroo plc, was incorporated and acquired the Roofoods Group. The
current carrying value is subsequent to a £697.0 million impairment recognised as at 31 December 2022.
The recoverable amount of the investment in and receivables from Roofoods Ltd has been determined based on a value-in-
use calculation, based on the Group’s Long-Term Plan. Principle assumptions comprises; GTV CAGR used for the forecast period
of 14%, terminal growth rate (‘TGR’) of 2.5% (2022: 2.5%), and WACC of 14% (2022: 15%).
Management has concluded that the recoverable amount supports the carrying value of £4,189.9 million, and therefore
no impairment is indicated. Management has performed a sensitivity analysis on the inputs which are reported sources
of estimation uncertainty (see note 2). A reasonably possible change in the discount rate of an increase of 1.0%-points,
and a decrease of 0.5%-points in TGR supports the carrying value and would not result in an impairment. A 2%-point
reduction in GTV CAGR over the period of the Long-Term Plan would result in an impairment charge of £408.0 million.
Details of undertakings
Investments in subsidiaries of the Company consist of the following, all of which are included in the Group consolidated
results for the year:
Undertaking Registered office Holding
Proportion of
Ordinary Shares
directly held
Roofoods Ltd The River Building - Level 1 Cannon Bridge House, 1 Cousin Lane,
London, EC4R 3TE, United Kingdom
Ordinary 100%
Deliveroo Belgium SARL WeWork, 31 Rue du Commerce, 1000 Bruxelles, Belgium Ordinary 99.9%
Deliveroo Consulting and
Trading LLC
Office No. G33, Plazza Lever, QQ05A, Qanat Quartier, Regus Al Jaidah,
Business Centre No. 18, Doha, Qatar
Ordinary 100%
Deliveroo DMCC Unit No 123, DMCC Business Centre, Level No 1, Jewellery & Gemplex 3,
Dubai, United Arab Emirates
Ordinary 100%
Roorestaurant Ltd The River Building - Level 1 Cannon Bridge House, 1 Cousin Lane,
London, EC4R 3TE, United Kingdom
Ordinary 100%
Deliveroo France SAS 36 rue Lafayette, Paris, 75009, France Ordinary 100%
Deliveroo Germany GmbH* c/o Cormoran GmbH, Am Zirkus 2, 10117, Berlin, Germany Ordinary 100%
Deliveroo Hong Kong Limited 3806 Central Plaza, 18 Harbour Road, Wanchai, Hong Kong Ordinary 100%
Deliveroo Editions DMCC Unit C05, Swiss Tower, Plot No. JLT-PH2-Y3A, Jumeirah Lakes Towers,
Dubai, United Arab Emirates
Ordinary 100%
Deliveroo Hop DMCC Unit No: R-04 Gold Crest View, Plot No: JLT-PH2-V2A, Jumeirah Lakes
Towers, Dubai, United Arab Emirates
Ordinary 100%
Deliveroo Hop Ltd The River Building - Level 1, Cannon Bridge House, 1 Cousin Lane,
London, EC4R 3TE, United Kingdom
Ordinary 100%
Delivery Hop Italy SRL Via Carlo, Bo, 11 20143 Milano, Italy Ordinary 100%
Deliveroo International Ltd The River Building - Level 1, Cannon Bridge House, 1 Cousin Lane,
London, EC4R 3TE, United Kingdom
Ordinary 100%
Deliveroo Ireland Limited 2 Dublin Landings, North Dock, Dublin 1, Ireland Ordinary 100%
Deliveroo Italy SRL Via Carlo Bo, 11 20143 Milano, Italy Ordinary 100%
Deliveroo Hop Trading LLC Plot Number 674/289 – Control Tower Retail – R#4 PO Box 24980, Dubai,
United Arab Emirates
Ordinary 100%
Deliveroo Netherlands BV** Raamplein 1, 1016 XK Amsterdam, Netherlands Ordinary 100%
Deliveroo Singapore Pte Ltd #23-01, 30 Raffles Place, 048622, Singapore Ordinary 100%
Deliveroo SP Ltd The River Building - Level 1, Cannon Bridge House, 1 Cousin Lane,
London, EC4R 3TE, United Kingdom
Ordinary 100%
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
181Annual Report 2023 deliveroo plc
Notes to the financial statements continued
For the year ended 31 December 2023
Undertaking Registered office Holding
Proportion of
Ordinary Shares
directly held
Deliveroo LLC Office No. G47, Plazza Level, QQ05A, Qanat Quartier, The Pearl,
Doha, Qatar
Ordinary 100%
Deliveroo sp. z o.o. ul. Aleje Ujazdowskie, nr 41, Warszawa, 00-540, Poland Ordinary 100%
Roofoods Management 1 Ltd The River Building - Level 1 Cannon Bridge House, 1 Cousin Lane,
London, EC4R 3TE, United Kingdom
Ordinary 100%
Roofoods (USA) Inc. 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808,
United States of America
Ordinary 100%
Roofoods Private Limited 2nd Floor, Skyview 10, The Skyview, Sy no 83/1 Raidurgam, Hitech City
Main Rd Hyderabad, Telangana, 500081, India
Ordinary 99%
Roofoods Spain S.L.U*** Calle Velazquez 64, 4th floor, Madrid, 28001 Spain Ordinary 100%
Roofoods Management 2 Ltd 2 Dublin Landings, North Dock, Dublin 1, Ireland Ordinary 100%
Roofoods Editions Kitchen
Center LLC
Shop 07, Majestic Tower, Business Bay, Dubai, United Arab Emirates Ordinary 49%
Roofoods Food Delivery LLC Unit 3201-3204, API Trio Towers, Commercial Tower, Sheikh Zyed Road,
Barsha First, United Arab Emirates
Ordinary 49%
Roofoods Restaurant LLC Unit 3201-3204, API Trio Towers, Commercial Tower, Sheikh Zyed Road,
Barsha First, United Arab Emirates
Ordinary 49%
Deliveroo Editions Food
Preparation Management
Company SPC
West Abu Fatira Al-Herafia, Block 1, Plot 513, Street 25, Zayed Al Otaibi
building, Floor 1, Mubarak Al-Kabeer, Kuwait City, Kuwait
— 0%
Deliveroo Management
Limited
Unit GD-PB-04-05-OF-07, Level 5, Gate District Precinct Building 04,
Dubai International Financial Centre, Dubai, United Arab Emirates
— 0%
Editions SPC Ltd Unit 06, 07 , Level 13, Currency House, Tower 2, Dubai International
Financial Centre, Dubai, 506615, United Arab Emirates
— 0%
New Skies General Trading SPC Qibla, Block 9, Plot 7 , Ahmed Al-Jaber Street, Abdullah Al Yousifi
building, Floor M2, Unit 11, Kuwait City, Kuwait
— 0%
New Skies SPV Limited Suite 510, 11th Floor, Al Sarab Tower, Abu Dhabi Global Market Square,
Al Maryah Island, Abu Dhabi, United Arab Emirates
— 0%
Roofoods Consumer Products
Delivery Gulf SPC
Al Mirqab, Al Soor Street, Burj AlShaya, Floor 10, Unit 20,
Kuwait City, Kuwait
— 0%
* In the process of liquidation.
** Ceased trading in 2022.
*** In the process of liquidation.
8 Share capital
2023 2022 2023 2022
Shares issued, allotted and fully paid shares shares £ £
Ordinary A 1,521,831,251 1,755,425,173 7,609,156 8,777,126
Ordinary B 102,508,168 100,299,642 512,541 501,498
Total shares issued 1,624,339,419 1,855,724,815 8,121,697 9,278,624
All shares have a nominal value of £0.005.
During the year, the Company completed a tender offer to purchase 192.3 million Ordinary Shares at a price of 130p per share,
for a total cost of £253.0 million, including transaction costs of £3.0 million. The shares acquired under the tender offer were
immediately cancelled.
The Company also completed a share buyback programme, buying 44.7 million Ordinary Shares for a total gross purchase
consideration of £50.8 million, including transaction costs of £0.8 million. The shares bought under this share buyback
programme were cancelled during the year.
7 Investments continued
Details of undertakings continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
182 deliveroo plc Annual Report 2023
9 Own shares
2023 2022
£m £m
Balance at 1 January — —
Acquired in the year (50.8) —
Bought back and cancelled 50.8 —
Balance at 31 December — —
The own shares reserve represents the cost of shares in Deliveroo plc issued or purchased in the market. The number of
Ordinary Shares held in treasury at 31 December 2023 was nil (2022: nil).
10 Other reserves
2023 2022
£m £m
Capital redemption reserve 1.2 —
Total other reserves 1.2 —
Capital
redemption
reserve
£m
Balance at 1 January 2023 —
Shares bought back and cancelled 1.2
Balance at 31 December 2023 1.2
The capital redemption reserve represents the nominal value of all shares bought back and cancelled.
11 Taxation
The standard rate of corporation tax applied to the profit in the UK is 23.5%. This is made up of a blended rate for the period:
19% corporation tax rate from January to March 2023, and then 25% April to December 2023.
The current tax charge for the year ended 31 December 2023 is nil (2022: nil).
The Finance (No. 2) Act, which was enacted in July 2023, including clauses for OECD BEPS Pillar 2 implementation in the UK,
has no further material or negative impacts on the Company’s current or deferred tax.
12 Parent and ultimate parent undertaking
These Parent Company financial statements are consolidated in the Group financial statements of Deliveroo plc, which are
available from https://corporate.deliveroo.co.uk.
13 Events after the reporting period
There are no significant events after the reporting period.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
183Annual Report 2023 deliveroo plc
£m unless stated 2019 2020 2021 2022 2023
Orders (m) 118.5 173.7 284.1 299.2 290.2
GTV per order* (£) 21.3 22.9 22.2 22.9 24.3
GTV* 2,521.7 3,978.8 6,304.6 6,848.1 7,062.0
Revenue 771.8 1,163.0 1,735.0 1,974.7 2,030.0
Cost of sales (583.2) (815.3) (1,239.9) (1,331.5) (1,303.6)
Gross profit 188.6 347.7 495.1 643.2 726.4
Marketing and overheads* (415.5) (358.5) (595.1) (688.2) (641.0)
Adjusted EBITDA* (226.9) (10.8) (100.0) (45.0) 85.4
YoY % change - constant currency*
Orders 64% 51% 73% 5% (3)%
GTV per order* (4)% 6% (2)% 2% 6%
GTV* 57% 62% 70% 7% 3%
% of GTV
Revenue* 30.6% 29.2% 27.5% 28.8% 28.7%
Gross profit* 7.5% 8.7% 7.9% 9.4% 10.3%
Marketing and overheads* (16.5)% (9.0)% (9.4)% (10.0)% (9.1)%
Adjusted EBITDA* (9.0)% (0.3)% (1.6)% (0.7)% 1.2%
Selected metrics: consolidated income statement
Adjusted EBITDA* (226.9) (10.8) (100.0) (45.0) 85.4
Depreciation and amortisation (29.3) (34.4) (42.0) (61.4) (73.9)
Share-based payments charge and accrued national insurance
on share options (31.0) (73.2) (109.5) (68.8) (64.3)
Loss for the period attributable to owners of the Company
�
(317.3) (226.4) (330.5) (294.1) (31.8)
Selected metrics: consolidated statement of cash flows
Net cash generated from operating activities
�
(198.6) 7.4 (171.5) (144.2) 23.2
Purchase of property, plant and equipment
�
(5.0) (5.8) (21.4) (30.1) (7.6)
Acquisition of intangible assets
�
(21.4) (20.5) (34.6) (50.3) (36.1)
Net cash*
�
229.8 379.1 1,290.9 999.6 678.8
Free cash flow* (238.2) (29.8) (238.7) (243.1) (38.4)
* Alternative performance measure (‘APM’), refer to glossary on page 187 for further details.
Deliveroo ceased operations in Spain in November 2021 and Australia and the Netherlands in November 2022.
In accordance with IFRS 5, Australia and the Netherlands have been classified as discontinued operations in 2023 and 2022.
Results for 2021 have been restated (results for 2019 and 2020 have not been restated).
Spain has been classified as a discontinued operation in 2023, 2022 and 2021. Results for 2020 have been restated (results for
2019 have not been restated).
In this summary, all figures are for continuing operations in the period, except for those marked with a triangle (�), which are
for continuing and discontinued operations in the period.
Five-year financial summary
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
184 deliveroo plc Annual Report 2023
Glossary
£
Pound (‘GBP’).
€
Euro (‘EUR’).
Adjusted EBITDA
Gross profit less marketing and
overhead expenses for continuing
operations only; it excludes inter
alia depreciation and amortisation,
exceptional costs, exceptional income,
and share-based payments charge.
Admission
The date that Deliveroo plc was
admitted to the London Stock
Exchange (7 April 2021).
Annual General Meeting
(‘AGM’)
Meeting of shareholders of the
Company held each year to consider
ordinary and special business as
provided in the Notice of AGM.
Annual Report or Report
2023 Deliveroo Annual Report.
This document.
Articles
The Articles of Association of
Deliveroo plc.
Average order frequency
(‘AOF’)
The average number of orders placed
by active consumers in a month.
BEIS
The Department for Business, Energy
and Industrial Strategy, the UK
Government department responsible
for business, industrial strategy, and
science and innovation with energy
and climate change policy.
Board
The Board of Directors of Deliveroo plc.
Business segments
The Company operates in two
segments: the UK and Ireland (‘UKI’)
segment and the International
segment, comprising the remainder
of the Company’s markets.
CAGR
Compound annual growth rate.
CEO
Chief Executive Officer and Founder,
Will Shu.
CFO
Chief Financial Officer, Scilla Grimble.
CIBSE
Chartered Institution of Building
Services Engineers.
Class A Ordinary Shares
The Class A Ordinary Shares are listed
on the standard listing segment of the
Financial Conduct Authority’s Official
List and traded on the Main Market for
listed securities of the London Stock
Exchange. The rights and restrictions
are set out in the Company’s Articles.
Class B Ordinary Shares
The Class B Ordinary Shares are not
admitted to listing and trading and are
held by the Company’s CEO, Will Shu.
The rights and restrictions are set out
in the Company’s Articles.
CME
Capital Markets Event.
The Company, the Group,
Deliveroo, we, our or us
We use these terms to refer to either
Deliveroo plc itself or certain of its
subsidiaries, depending on context.
Consolidated financial
statements
Financial statements that include the
results and financial position of the
Company and its subsidiaries together
as if they were a single entity.
Covid-19 or coronavirus
disease
The disease caused by Severe Acute
Respiratory Syndrome Coronavirus 2,
which was responsible for the global
pandemic in 2021/22.
DEFRA
Department for Environment, Food &
and Rural Affairs.
DE&I
Diversity, equity and inclusion.
Deliveroo Hop or Hop
Deliveroo-operated rapid grocery
delivery service offering groceries in
as little as 10 minutes.
Directors or Executive
Directors or Non-Executive
Directors (‘NED’)
The Directors, Executive Directors
and Non-Executive Directors of the
Company. Collectively the Board.
DSP awards
Deferred share plan awards granted
as part of the annual bonus under the
Deliveroo plc Incentive Plan.
Earnings per share (‘EPS’)
Profit for the year attributable to
equity shareholders of the Company
allocated to each Ordinary Share.
Editions
Deliveroo’s delivery-only kitchens,
which offer opportunities for
restaurants to expand to new
areas and increase choice in local
neighbourhoods for consumers.
Employee Benefit Trust (‘EBT’)
The Trust set up by Deliveroo
to hold shares on behalf of its
employees in relation to its
employee share schemes.
Employee engagement
Deliveroo uses the Peakon employee
engagement survey tool, asking for
monthly employee feedback on a wide
range of topics.
Employee resource groups
(‘ERG’)
Employee resource groups which
currently include: Disability,
Neurodiversity and Mental Health,
Family and Carers, Gender Equity,
Women in Tech, Racial Equity, LGBTQ+
(Deloveroo) and Wellbeing.
Employees
Employees of the Group.
ESG
Environmental, Social and Governance.
Executive Management
Deliveroo’s Executive Directors and
the Executive Team as detailed on the
Deliveroo website.
Executive Team
Deliveroo’s Executive Directors and
the Executive Team (as detailed on
the Deliveroo website) is the formal
committee reporting to the Chief
Executive Officer.
FRC
Financial Reporting Council.
Financial year
The year ended 31 December.
FMCG
Fast-moving consumer goods.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
185Annual Report 2023 deliveroo plc
FPPP
Financial Position and Prospects
Procedures.
Gross profit
Gross profit is calculated as revenue less
costs of sales, which primarily comprises
rider costs and credit card fees.
Gross transaction value (‘GTV’)
Comprises the total value of food
baskets (net of any discounts)
and consumer fees, excluding
from our Signature offering, and is
represented including VAT and other
sales-related taxes but excluding any
discretionary tips.
Hyperlocal
The localised nature of
Deliveroo’s business.
IAS
International Accounting Standards
as issued by the IASB.
IASB
International Accounting
Standards Board.
IFRS
International Financial Reporting
Standards as issued by the IASB as
adopted by the EU.
IPO
Initial Public Offering. Deliveroo became
a public listed company following
Admission on 7 April 2021.
KPI
Key performance indicator.
Monthly active consumers
The monthly active consumers (‘MACs’)
is the number of individual consumer
accounts that have placed an order
on our platform in a given month.
OMDNR
Order Marked Delivered, Not Received.
Orders
The total number of orders delivered
from our platform, including from our
Marketplace and Signature offering,
over the period of measurement.
Plus
Deliveroo’s consumer subscription
programme that unlocks access to
unlimited free delivery for a fixed
monthly fee.
PSP awards
Performance Share Plan awards.
Long-term Incentive Plan awards with
performance conditions, issued under
the Deliveroo plc Incentive Plan.
Remuneration Policy
The Directors’ Remuneration Policy
(approved by Shareholders at the
2022 AGM).
Restricted Stock Units (‘RSUs’)
Restricted Stock Unit awards issued
pre-IPO.
Risk appetite
The nature and extent of the principal
risks Deliveroo is willing to take to achieve
its long-term strategic objectives.
RSP awards
Restricted Share Plan awards under the
Deliveroo plc Incentive Plan.
ROAS
Return on advertising spend.
Scope 1 emissions
Scope 1 emissions are direct
greenhouse gas emissions that occur
from sources that are owned or
controlled by the Company.
Scope 2 emissions
Scope 2 emissions are greenhouse
gas emissions from the generation of
purchased electricity consumed by
the Company.
Scope 3 emissions
Scope 3 emissions are indirect
greenhouse gas emissions as a
consequence of the operations of
the Company, but are not owned or
controlled by the Company.
Senior Managers or
Senior Management
Individuals in our organisational
structure who are ‘Level 8’ or above,
excluding the Executive Directors.
Shares
The shares in the capital of the
Company which from Admission shall
consist of the Class A Shares and the
Class B Shares, each having the rights
set out in the Articles.
Shareholders
The holders of shares in the capital of
the Company.
SID
Senior Independent Director.
Signature
Deliveroo’s white label offering,
enabling restaurant partners to create
a direct channel to consumers for
delivery, while leveraging Deliveroo’s
technology platform, logistics network
and consumer care to facilitate
that delivery.
Subsidiary or subsidiaries
A company or other entity(ies) that is/
are controlled by Deliveroo.
TAM
Total Addressable Market.
Task Force on Climate-related
Financial Disclosures (‘TCFD’)
The TCFD is a body established
in 2015, whose role is to develop
recommendations for more informed
investment and enable stakeholders to
better understand the concentrations
of carbon-related assets in the financial
sector and the financial system’s
exposures to climate-related risk.
TCFD recommendations or
recommended disclosures
The 11 recommended disclosures
set out in the June 2017 TCFD report
entitled ‘Recommendations of
the Task Force on Climate-related
Financial Disclosures’.
tCO
2
e
Tonnes (‘t’) of carbon dioxide (‘CO
2
’)
equivalent (‘e’).
The three sides of the
marketplace
(1) consumers, (2) riders and
(3) merchants.
The UK Corporate Governance
Code (the ‘Code’)
Guidance issued by the Financial
Reporting Council in 2018, on how
companies should be governed,
applicable to UK listed companies in
respect of reporting periods starting
on or after 1 January 2019.
TSR
Total shareholder return.
VP
Vice President.
Glossary continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
186 deliveroo plc Annual Report 2023
Glossary – Alternative Performance Measures
The Group assesses performance using alternative performance measures (‘APMs’) which are not defined under IFRS.
Definitions of measures and reconciliations to amounts presented in the financial statements are set out below.
Metric Definition and purpose
Reconciliation to
GAAP measure
Financial measures
Adjusted EBITDA Adjusted EBITDA represents loss for the year before income tax charge/credit, finance
costs, finance income, depreciation and amortisation, exceptional costs, exceptional
income and provisions, and share-based payments charge and accrued national insurance
on share options. Adjusted EBITDA is considered to be a measure of the underlying trading
performance of the Group and is used, among other measures, to evaluate operations from
a profitability perspective, to develop budgets and to measure performance against those
budgets. EBITDA less capital expenditure and capitalised development costs is used as a
further measure of underlying operating profitability of the business. Australia and the
Netherlands discontinued operations are excluded from adjusted EBITDA in 2021–23 but
included for 2018–20. Spain discontinued operations are excluded from adjusted EBITDA
in 2020–23 but included for 2018–19.
See below for
reconciliation
Adjusted EBITDA
margin (as %
of GTV)
Adjusted EBITDA margin is defined as adjusted EBITDA divided by GTV. It is used, among other
metrics, as a measure of operating profitability. Australia and the Netherlands discontinued
operations are excluded from adjusted EBITDA (as % of GTV) in 2021–23 but included for
2018–20. Spain discontinued operations are excluded from adjusted EBITDA (as % of GTV)
in 2020–23 but included for 2018–19.
See definition
for calculation
method
Constant
currency
Constant currency adjusts for period-to-period local currency fluctuations. The Group uses
constant currency information because the Directors believe it allows the Group to assess
consumer behaviour on a like-for-like basis to better understand the underlying trends in
the business.
See definition
for calculation
method
Exceptional
items (income/
costs)
Exceptional income and exceptional costs are items where there is separately identifiable
income and expenditure arising from activities or events outside the normal course of
business and are deemed material to the understanding of the Group’s accounts.
See note 12
for further
information
Free cash flow Free cash flow is defined as net cash used in operating activities less: purchase of property,
plant and equipment; acquisition of intangible assets; payment of lease liabilities; and
interest on lease liabilities. It is used, among other metrics, as a measure of cash inflow or
outflow from the Group’s operating and investing activities.
See below for
reconciliation
Gross profit
margin (as %
of GTV)
Gross profit margin (as % of GTV) is defined as gross profit divided by GTV. It is considered
a good measure of profitability at a transactional level. Australia and the Netherlands
discontinued operations are excluded from gross profit margin (as % of GTV) in 2021–23
but included for 2018–20. Spain discontinued operations are excluded from gross profit
margin (as % of GTV) in 2020–23 but included for 2018–19.
See definition
for calculation
method
Gross
transaction
value (‘GTV’)
GTV comprises the total value of food baskets (net of any discounts) and consumer fees,
excluding those from our Signature offering, and is represented including VAT and other
sales-related taxes but excluding any discretionary tips. As such, GTV represents the total
value paid by consumers, excluding any discretionary tips. It is a widely used measure for
understanding the total value spent by consumers on our marketplace. Australia and the
Netherlands discontinued operations are excluded from GTV in 2021–23 but included for
2018–20. Spain discontinued operations are excluded from GTV in 2020–23 but included
for 2018–19.
See definition
for calculation
method
Gross
transaction
value per order
Gross transaction value per order (or GTV per order) is defined as the total gross
transaction value divided by the total number of orders. GTV per order is used as a measure
for understanding the total value spent by consumers on our marketplace on a unit basis.
Australia and the Netherlands discontinued operations are excluded from GTV per order in
2021–23 but included for 2018–20. Spain discontinued operations are excluded from GTV
per order in 2020–23 but included for 2018–19.
See definition
for calculation
method
Marketing and
overheads
Marketing and overheads represent the difference between gross profit and adjusted
EBITDA. For the purposes of assessing and managing performance, Deliveroo’s fixed cost
base has been split into two major categories: marketing and overheads. Marketing costs
are a combination of both brand-building activities and activities focused on in-period
acquisition. Overheads consist of staff costs, the non-capitalised portion of costs relating
to information technology and other administrative expenses. Australia and the Netherlands
discontinued operations are excluded from marketing and overheads in 2021–23 but
included for 2018–20. Spain discontinued operations are excluded from marketing and
overheads in 2020–23 but included for 2018–19.
See below for
reconciliation
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
187Annual Report 2023 deliveroo plc
Metric Definition and purpose
Reconciliation to
GAAP measure
Financial measures continued
Marketing and
overheads as %
of GTV
Marketing and overheads as % of GTV is defined as marketing and overheads divided by
GTV. It is considered a good measure of the Group’s operating efficiency. Australia and the
Netherlands discontinued operations are excluded from marketing and overheads as %
of GTV in 2021–23 but included for 2018–20. Spain discontinued operations are excluded
from marketing and overheads as % of GTV in 2020–23 but included for 2018–19.
See definition
for calculation
method
Net cash/
net debt
Net cash/net debt is used to total the Group’s cash, cash equivalents and other treasury
deposits less debt (excluding leases). Treasury deposits are not available within three months,
and therefore not considered ‘cash and cash equivalents’ but comprise funds on deposit for
a longer period.
See below for
reconciliation
Revenue
take rate
(as % of GTV)
Revenue take rate is revenue divided by GTV. It is a widely used measure for understanding
the proportion of total value spent by consumers on our marketplace that is captured by
Deliveroo. Australia and the Netherlands discontinued operations are excluded from
revenue take rate in 2021–23 but included for 2018–20. Spain discontinued operations are
excluded from revenue take rate in 2020–23 but included for 2018–19.
See definition
for calculation
method
Segment
adjusted EBITDA
Information reported to the Chief Operating Decision Maker (‘CODM’) for the purposes of
resource allocation and assessment of segment performance focuses on a geographical
split of the Group between ‘UK and Ireland’ and ‘International’ (being overseas jurisdictions
other than UK and Ireland). The CODM primarily uses segment adjusted EBITDA to assess the
performance of the operating segments.
See note 5
for further
information
2023 2022
Reconciliation to Financial Statements £m £m
Operating loss (43.7) (245.6)
Depreciation and amortisation 73.9 61.4
Impairments 5.0 —
EBITDA 35.2 (184.2)
Share-based payments charge and accrued national insurance on share options 64.3 68.8
Exceptional items (14.1) 70.4
Adjusted EBITDA 85.4 (45.0)
Marketing and overheads 641.0 688.2
Gross profit 726.4 643.2
2023 2022
Free cash flow £m £m
Net cash generated/(used) in operating activities 23.2 (144.2)
Purchase of property, plant and equipment (7.6) (30.1)
Acquisition of intangible assets (36.1) (50.3)
Payments of lease liabilities (15.4) (15.7)
Interest on lease liabilities (2.5) (2.8)
Free cash flow (38.4) (243.1)
2023 2022
Net cash/net debt £m £m
Cash and cash equivalents 603.1 949.1
Other treasury deposits 75.7 50.5
Less: debt — —
Net cash/net debt 678.8 999.6
Glossary – Alternative Performance Measures continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
188 deliveroo plc Annual Report 2023
Company and shareholder information
Registered office
The River Building, Level 1 Cannon
Bridge House, 1 Cousin Lane,
London, EC4R 3TE
Managing your shares
and shareholder
communications
The Company’s share register is
maintained by our registrar, Equiniti.
Shareholders with queries relating
to their shareholding should contact
Equiniti directly using one of the
methods listed below:
Equiniti Limited
Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA
Online: shareview.co.uk
Website: www.equiniti.com
Use the QR code to register for FREE at
www.shareview.co.uk
Shareholders can manage their
holdings online or elect to receive
shareholder documentation/
communication in electronic form by
registering at www.shareview.co.uk.
Shareholders who have elected to
receive electronic communication
but require a paper copy of any of the
Company’s shareholder documentation,
or wish to change their instructions,
should contact Equiniti directly using
one of the methods listed above.
Annual General Meeting
(‘AGM’)
The Board currently intends to hold the
AGM in May 2024. The arrangements for
the Company’s 2024 AGM and details
of the resolutions to be proposed,
together with explanatory notes, will
be set out in the Notice of AGM to be
published on the Company’s website.
Independent auditor
Deloitte LLP
1 New Street Square, London, EC4A 3HQ
Corporate website
You can access the corporate website
at https://corporate.deliveroo.co.uk.
The corporate website provides useful
information including Annual Reports,
results announcements and share
price data, as well as background
information about the Company and
current issues. Shareholders are
encouraged to sign up to receive
email notification of results and press
announcements as they are released
by registering at
https://corporate.deliveroo.co.uk.
Share price information
The latest Deliveroo plc share price
can be found on our website at
https://corporate.deliveroo.co.uk.
ShareGift
Shareholders who only have a small
number of shares whose valuation
makes it uneconomic to sell them
may wish to consider donating them
to charity through ShareGift, the
independent charity share donation
scheme (registered charity no.
1052686). Further information may be
obtained from ShareGift on 020 7930
3737 or at sharegift.org.
Shareholder fraud
Fraud is on the increase and many
shareholders are targeted every year.
If you have any reason to believe that
you may have been the target of a
fraud, or attempted fraud, in relation
to your shareholding, please contact
Equiniti immediately.
CBP023988
Deliveroo plc’s commitment to environmental issues is
reflected in this Annual Report, which has been printed on
Symbol Freelife Satin, an FSC
®
certified material.
This document was printed by L&S using its environmental
print technology, which minimises the impact of printing on
the environment, with 99% of dry waste diverted from landfill.
The printer is a CarbonNeutral
®
company.
Both the printer and the paper mill are registered to ISO 14001.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
Deliveroo plc
The River Building
Level 1
Cannon Bridge House
1 Cousin Lane
London EC4R 3TE
corporate.deliveroo.co.uk
deliveroo plc Annual Report 2023