deliveroo plc Annual Report 2022
Our path to profitability
Annual Report 2022
Our purpose
Strategic Report
1 At a glance
2 Operational highlights
4 Founder and Chief Executive
Officer’s letter
12 Chair’s letter
14 Business model
16 Strategy
18 Key performance indicators
23 Stakeholder statement
29 Section 172(1) Statement
31 Sustainability review
44 People
50 Operating and strategic review
54 Financial review
59 Risk management and our
principal risks
68 Task Force on Climate-related
Financial Disclosures statement
75 Viability Statement
76 Non-financial information statement
Governance Report
77 Structure of the
Governance section
78 Chair’s introduction to governance
80 Board of Directors
84 Governance Report
95 Nomination Committee Report
98 Audit and Risk Committee Report
106 Directors’ Remuneration Report
133 Directors’ Report
139 Directors’ Responsibilities
statement
Financial Report
141 Independent Auditor’s Report
149 Consolidated income
statement and statement
of comprehensive loss
150 Consolidated statement
of financial position
151 Consolidated statement
of changes in equity
152 Consolidated statement
of cash flows
153 Notes to the consolidated
financial statements
183 Parent Company balance sheet
183 Parent Company statement
of changes in equity
184 Notes to the financial statements
189 5-year financial summary
190 Glossary
192 Glossary – alternative
performance measures
194 Company and shareholder
information
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 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.
Who we partner with
We work with some of the largest and best known restaurants
and grocers in each of our markets. Our restaurant partners
span four key segments: global quick service restaurants;
national casual dining chains; independent full-service
restaurants; and takeaways. On the grocery side, we partner
with some of the largest grocery retailers in the world, as well
as a large number of small independent grocers. We also work
with a small number of merchants in adjacent categories such
as health and beauty products.
Our business split by geography (% of GTV*)
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’) segment and the International segment, comprising our
business in Continental Europe, Asia and the Middle East.
1 Exited Australia and the Netherlands on 16 November 2022 and 30 November 2022, respectively. Launched in Qatar in October 2022.
* 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 192.
UKI – 57%
UK
Ireland
International
1
– 43%
France
Italy
Belgium
Hong Kong
Singapore
UAE
Kuwait
Qatar
Consumers
Riders Merchants
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
1Annual Report 2022 deliveroo plc
21 meal
occasions
Operational highlights
Delivering on our
path to profitability
Reached adjusted EBITDA*
profitability in H2 2022
Throughout 2022 we made excellent progress
on our path to profitability, reaching adjusted
EBITDA profitability in the second half of 2022.
This represents a significant milestone that was
achieved ahead of our aim to reach adjusted
EBITDA breakeven at some point during H2 2023 to
H1 2024. We expect adjusted EBITDA to continue
to improve in 2023.
0.2%
Adjusted EBITDA margin (as % of GTV)* in H2 2022
Delivered a record
number of orders in 2022
During 2022 we delivered 299
million orders to consumers
globally. Despite the challenging
macroeconomic environment, this
represented the highest annual
total of orders, with demand
remaining robust for our service.
299m
+5% vs 2021
Expanded our restaurant and
on-demand grocery selection
We further increased our restaurant
selection to around 158,000 restaurant
partner sites live on the platform globally
(2021: ~130,000), while our fast-growing
on-demand grocery service now
delivers from around 18,000 grocery
partner sites globally (2021: ~11,000).
To complement this, we have continued
the measured rollout of our Deliveroo
Hop and Hop as a Service proposition.
Grocery now represents 11% of total
Group GTV in H2 2022 (H2 2021: 9%).
~176,000
Merchants
* To supplement performance assessment, Deliveroo uses
alternative performance measures (‘APMs’), which are not
defined under IFRS. The first instance of an APM is indicated
in this document with an asterisk (*); definitions and further
details are provided on page 192.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
2 deliveroo plc Annual Report 2022
Further enhanced our
rider proposition
In the UK, Deliveroo and GMB Union signed
a first-of-its-kind Voluntary Partnership
Agreement giving the GMB collective
bargaining rights on pay and consultation
rights on benefits and other issues, including
riders’ health, safety and wellbeing. The
agreement recognises that Deliveroo riders
are self-employed, following a series of UK
court judgements which have confirmed this
status. We have seen strong satisfaction rates
globally, underlining the popularity of the
work Deliveroo offers.
83%
†
Global rider satisfaction in Q4 2022
85% in Q4 2021
† Figure based on Q4 2022 monthly survey results.
During the reported period, 32,481 riders completed
the survey globally, representing ~22% of riders who
delivered an order across the quarter.
Key financial highlights
1
2022
£6.8bn
Gross transaction
value (‘GTV’)
2
+7%
3
vs 2021
£2.0bn
Revenue
2
+14% vs 2021
£643m
Gross profit (as % of GTV)*
2
9.4%
2021: £495m and 7.9%
£(45)m
Adjusted EBITDA
2
(0.7)% as % of GTV
2021: £(100)m and (1.6)%
£(231)m
Loss before income tax
2
vs £(282)m in 2021
£1.0bn
Net cash*
vs £1.3bn at end of 2021
1 Full discussion of statutory financials on pages 54 to 58.
2 From continuing operations.
3 GTV growth rate shown in constant currency*.
Grew our monthly active consumer base
year-on-year
In 2022 we averaged 7.4 million monthly active consumers
(‘MACs’) across our 10 markets. This was up 6% on the
2021 average of 7.0 million. This is despite a significantly
more difficult macroeconomic environment impacting
consumer behaviour. Encouragingly, average monthly
order frequency has also remained broadly stable at
3.4x throughout 2022 (2021: 3.4x).
7.4m
MACs
+6% vs 2021
Further optimised our portfolio of markets
We entered the food delivery market in Qatar, formally
launching operations in October 2022. This expansion
strengthens Deliveroo’s business in the Middle East
region, where market dynamics are attractive and
where Deliveroo has already established strong
positions in the UAE and Kuwait. Alongside this, and
consistent with our approach to disciplined capital
allocation, we exited Australia and the Netherlands
in November 2022.
Entered Qatar
in October 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
3Annual Report 2022 deliveroo plc
Founder and Chief Executive Ocer’s letter
Opening thoughts
I will start with the obvious: 2022 was a tumultuous, difficult
time for many people and businesses across the world.
The simultaneous impact of high inflation in many markets,
resultant rising interest rates and a continuing war in Europe
caused a seismic shift in both consumer and investor
behaviour. Also, 2022 was truly the first year where COVID-19
restrictions were lifted in most geographies and people began
to resume everyday activities. Deliveroo was not immune to any
of these immense macro shocks, and I am not going to spend
too much time describing these events – they are more than
adequately covered by commentators elsewhere. Instead I will
spend time explaining how these macro events have affected
the three sides of the marketplace and our employees, and
then I also want to spend time outlining our business progress
in 2022 and our focus areas for 2023 and beyond.
Overall, despite a difficult environment, we made very strong
improvements in profitability, continued to grow and take
share in key markets and strengthened the Company and our
team. Perhaps most importantly, we (myself and the team)
are firm believers in the strategy laid out last year, and our
conviction is even stronger after what we experienced over
the last 12 months. I am very optimistic about the prospects
for Deliveroo: we are early in the journey and still have so
many opportunities to do more for consumers, riders and
merchants as we become a bigger part of their lives – this is a
huge prize and we are going after it.
Reminder of our hyperlocal strategy
Deliveroo’s core strategy remains the same: focus first on
neighbourhoods with the greatest profit potential and win
them, neighbourhood by neighbourhood.
Deliveroo is a complex three-sided marketplace, involving
consumers (an e-commerce destination), riders (an on-
demand logistics business) and merchants (a demand
generation platform). Bringing value to all three sides of the
marketplace and balancing their interests – as well as those
of our other stakeholders – is critical to Deliveroo’s success
in the short, medium and long-term. Crucially, this needs to
be done hyperlocally. A consumer in Hammersmith in West
London does not care about the restaurant selection in
Hampstead in North London or Hackney in East London and a
typical restaurant or rider in Milan is not interested in demand
or earning opportunities in Marseille or Manchester, Dublin or
Dubai. And when it comes to profitability, hyperlocal network
effects are paramount to drive higher gross profits. In our
business, profit pool potential is a function of local population
density, affluence, merchant supply and our local market
share. Focusing first on the neighbourhoods with the greatest
profit pool or potential is critical. That is why looking at our
business through a hyperlocal lens remains key to our strategy,
both operationally and financially.
I passionately believe that as a
company we need to live and breathe
our marketplace... to see the world
through the eyes of consumers
and to share their experiences
first hand.
Will Shu
Founder and Chief Executive Officer
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
4 deliveroo plc Annual Report 2022
Consumer* What the customer tells us My response
Mathieu
Paris (FR)
When Paris was in lockdown,
my friends and I ordered
Deliveroo the whole time
because it was really the
only way to safely get food!
Now everything is back to
normal and we can go out
again, I’ve started to use
Deliveroo a bit less because
it feels extravagant to order
all the time. When I do order,
I want to try new places, but
often end up ordering from
my ‘usuals’ just because
I’m not sure what I can
expect otherwise.
I can see how ordering on Deliveroo feels more expensive, because
you have to pay a delivery and service fee on top of the price of
the food.
If you use Deliveroo a few times a month, you may want to try our
Deliveroo Plus subscription programme – for a monthly fee of €5.99,
you won’t need to pay a delivery fee on any of orders over €12.
While restaurants set their own menu prices on Deliveroo, we
can help them make more informed choices based on a better
understanding of the impact different price changes might have on
consumer demand for their food.
We are also actively working on enabling restaurants to offer more
discounts and promotions to their customers. Now, restaurants can
set their own discounts and offer customers free items, % off dishes,
or even % off entire menus.
We need to do a better job of surfacing these deals in our app, which
includes personalising the experience so that you can easily find
deals from restaurants that we know you may like, based on your
past order history.
To help you discover new restaurants in your area, we have launched
Reviews in our app, so if you are looking to try a new restaurant and
want to see what others have said about it, I would encourage you to
read the reviews from other customers before you order. I use this
feature all the time!
Restaurant
partner*
What the customer tells us My response
Jessica
Owner of
independent
restaurant,
Bristol (UK)
The market has been so
tough over the last year – it
felt like my business had
just started to recover post
COVID-19 and now we’re
being hit by rising food and
energy costs.
Food and energy costs are
hurting my margins and
sometimes we are having to
close on quieter days as we
aren’t breaking even.
COVID-19 has had a major impact on every business, especially the
restaurant sector given so many restaurants had to close for a
sustained period of time due to lockdowns.
Now with rising food and energy costs, we know there is even more
financial pressure on restaurants. As your delivery partner, we want
to do everything we can to support you and that includes using
our scale to put in place more and more partnerships through
which you can access discounts on key inputs such as cooking oil,
fresh produce and packaging. During these difficult times, we also
want to help you boost your delivery business. We have built an
advertising platform that allows you to bid for advertising space to
drive customers to your restaurant page, and we have an Account
Management team on hand to help adjust your menu to optimise
conversion.
* The characters in this table are fictional profiles
created based on research from Deliveroo’s
Insights team. Any resemblance to actual
persons is coincidental.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
5Annual Report 2022 deliveroo plc
Founder & Chief Executive Ocer’s letter continued
Grocer* What the customer tells us My response
Jack
Large
established
grocer,
London (UK)
We were really thankful for
Deliveroo during COVID-19;
the delivery business added
another revenue stream for
us at a time when we were
seeing fewer people come
into our stores.
Now we’re seeing lots of
customers cutting back on
ordering groceries given
the pressures of inflation
and the cost of living crisis
in the UK.
We want to be able to give
our delivery customers the
discounts we have for our
in-store customers, but we
can’t quite do that currently.
We’re also really struggling
with stock-outs at the
moment, and we don’t want
this to impact the customer
delivery experience if we
don’t have a product available.
The current cost of living crisis in the UK is having a huge impact on
customers’ spending power, especially when it comes to delivery,
which some see as discretionary.
We know it is more important now than ever to build tools that allow
our merchants to create discounting mechanisms themselves for
their delivery customers. While we have built this tooling for our
restaurant partners, it is true that we are a little behind on our tech
tooling for grocery partners.
However, we are now launching expanded offers tooling to grocers
so you will be able to create multiple item level discounts on your
menu, just as you would have in store. This should give customers
the confidence that they aren’t missing out on deals by ordering on
Deliveroo versus going into your store.
When it comes to stock outs, we know this is becoming an increasing
issue for grocers – that is why we have launched a new feature
called substitutions which allows our merchants to list alternatives
if a product becomes out of stock. This means customers are not
disappointed, because they are offered an alternative that you have
selected.
Rider* What the customer tells us My response
James
Kowloon (HK)
I work as a rider to cover
some of the cost of my
university fees.
I love that I can work
whenever I want and don’t
need to worry about missing
class to work; I can just log
on whenever I want.
But my day-to-day costs
are starting to increase and
I’m really worried that my
earnings from Deliveroo
may decrease.
Ensuring we pay riders fairly is something we obsess about. I log on to
do deliveries every week so I get first-hand rider experience, which
includes seeing what the earnings are based on for each delivery I do.
We ensure rider earnings are maintained. We provide riders with
information on their earning potential at any one time, so they can
make informed decisions about when and where to work, and we
provide benefits for free, such as insurance and skills training.
* The characters in this table are fictional profiles
created based on research from Deliveroo’s
Insights team. Any resemblance to actual
persons is coincidental.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
6 deliveroo plc Annual Report 2022
Through the eyes of our
marketplace participants
I passionately believe that as a company we need to live and
breathe our marketplace. This means engaging in primary
research to see the world through the eyes of the marketplace
participants and to share their experiences first hand, and it
means caring deeply when things go wrong. To help bring to life
the challenges and opportunities of the current environment,
I have shared in the boxes on the previous pages some
examples of typical experiences of consumers, riders and
merchants from different Deliveroo markets during 2022.
While each individual and neighbourhood is different, these
experiences reveal several common themes across our
business. First, COVID-19 lockdown measures drove a step
change in behaviour and brought new participants to all
three sides of the marketplace. Second, in markets suffering
most from cost of living pressures, consumers, riders and
merchants are all seeking help in managing those pressures.
Third, expectations on service are higher than ever –
particularly among those who are experiencing economic
pressures more acutely. I will return to this point shortly.
Business progress in 2022
Profitability gains
In 2022, we had a strong year of operational and financial
performance, despite the challenging environment. I am proud
of the team for what we achieved. For me, the biggest financial
highlight was reaching adjusted EBITDA profitability in the
second half of the year – well ahead of our previous guidance
that we would reach this point in H2 2023 or H1 2024. This result
is a really important milestone in our journey to becoming
sustainably free cash flow* generating and reaching our
ambition of a 4%+ adjusted EBITDA margin by 2026. We expect
to make further progress on this in 2023.
Delivering £6.6 million of adjusted EBITDA in H2 2022 was a
massive step forward compared to the loss of £(84.6) million in
H2 2021. Three factors drove the majority of this progression.
First, we took steps to optimise consumer fees, such as
ensuring delivery fees appropriately reflect delivery distance
and adjusting the balance between delivery fees and service
fees. Second, we continued to drive efficiency in our logistics
network, through initiatives to further reduce the rider wait
time at restaurants, to better balance supply and demand in
the network and to capture efficiencies from order stacking
without degrading the consumer experience. Third, we made
adjustments during the year to optimise our marketing spend,
resulting in lowering our absolute marketing expense from H1
to H2 2022. Importantly, we continued to significantly invest in
our consumer proposition at the same time.
We also saw in 2022 the first real contribution from our
nascent advertising business. Growing this profit stream will
be a multi-year endeavour, but we have made an encouraging
start, with advertising revenue reaching 0.6% of GTV in Q4
2022. Our advertising revenue stream comprises two main
activities. First, we provide different ways for merchants to
advertise, such as paying to appear in high-visibility carousels
or in search results. This creates incremental demand with a
proven high return on advertising spend. Second, fast moving
consumer goods (‘FMCG’) and other companies can now
advertise their products via a new platform we launched in
H1 2022. This platform allows these companies to engage
consumers via post-transaction ad slots (e.g. on the order
tracker page) and through virtual storefronts within our app,
reaching our millions of monthly active consumers (‘MACs’) in a
highly measurable way that improves the efficiency of their ad
spend. If done in the right way, both of our advertising activities
can actually improve the consumer experience by helping
consumers to discover content they want in an engaging way.
We fanatically obsess both about the retention of consumers
and the return on investment for merchants, to ensure we are
doing this in a high-quality way.
In every market, our strategy is to focus on winning local
market share positions, which is critical for overall profitability.
The aggregation of these hyperlocal market positions drives
national market share, but for us national market share is
primarily an output rather than an objective: our focus is on
the neighbourhood. Where we have been able to build these
leading hyperlocal positions, we continue to strengthen them.
Italy is a great example – in Italy we believe that the increased
strength of our hyperlocal positions now also puts us in the
number one position nationally.
Sadly, in some markets we have not been able to reach leading
positions and in 2022 we took difficult decisions to exit the
Netherlands and Australia. As a founder, exiting markets
is particularly emotional, and I want to thank our former
colleagues in these two countries for their commitment. While
very difficult from a human perspective, I know that these
are the right decisions for the business – in both markets we
determined that we could not reach sustainable, profitable
positions without considerable investment, and the expected
returns on such investments were too uncertain.
Growth
Our progress on profitability was especially pleasing given
the challenging topline environment. In 2022, GTV grew 7% in
constant currency, below our original guidance of 15-25%.
In March we had flagged that we saw growth headwinds for
2022, but these turned out to be even more challenging than I
had anticipated. In that context, 7% GTV growth was a decent
outcome, and we gained market share in a number of our
markets including the UK, Italy and France.
* 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 192.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
7Annual Report 2022 deliveroo plc
Founder and Chief Executive Ocer’s letter continued
Business progress in 2022 continued
Growth continued
As the consumer profiles on the previous pages show, during
COVID-19 restrictions millions of new consumers tried our
platform for the first time and many lapsed consumers
returned. Most have stayed with us even as their lives returned
to pre-pandemic normal in 2022, although a weakening in
our consumer retention metrics (particularly in less affluent
demographics) shows that this is not true for all consumers.
Order frequency is another metric where we saw a strong
uplift during the pandemic and have retained most but not
all of the gains. Take the March 2017 cohort in the UKI – that is
everyone who placed their first order in March 2017. For this
cohort, the monthly average order frequency (‘AOF’) was 2.4
in Q4 2017 and this had increased by 29% to 3.1 in Q4 2019; AOF
reached 3.9 by Q4 2021, before dropping back to 3.7 in Q4 2022.
As well as driving growth in existing markets, we expand when we
see opportunity, and in 2022 we entered Qatar. The Middle East
is an attractive region for restaurant and grocery delivery, and
we have a strong presence in the UAE and in Kuwait. Leveraging
our experienced local team and existing relationships with
merchants, our Qatar entry is an exciting opportunity. Since
formally launching in October, we have partnered with over
500 restaurants including global and national chains and local
independent restaurants, we have onboarded over 100 riders,
and consumer feedback has been very positive.
Grocery
During 2022 we made major steps forward in improving our
grocery offering. We were one of the first platforms to launch
on-demand grocery, prior to COVID-19, and we have taken
advantage of our first-mover status. Grocery accounted for
10% of GTV in 2022, up from 8% in 2021, and we now deliver from
around 8,000 grocery partner sites in the UKI and more than
10,000 in International. During 2022, we expanded partnerships
in the UKI with Waitrose, Sainsbury’s and Co-op and we launched
with Asda; in International, we continued to rollout with key
grocery partners such as Carrefour in France, Italy, and Belgium,
Casino in France, Esselunga in Italy and ParknShop in Hong Kong.
With selected merchants we are experimenting with offering a
much wider range of products – up to 10,000 SKUs compared
to 2,000-3,000 SKUs in our regular offering.
Alongside this ‘store pick’ model, we have continued with
the rollout of Hop, our Deliveroo operated, rapid on-demand
grocery service. We have also experimented with new Hop
formats such as Hop as a Service, where we allow merchants
to use the Hop technology in their own locations with their own
staff to pick and pack orders that are fulfilled by the Deliveroo
rider network. The model allows merchants of all sizes to offer
ultra-fast delivery, with rapid pick times and more accurate
inventory monitoring. During 2022, we witnessed the pressures
on the pure-play quick commerce industry with funding drying
up and players merging. For us, we have always believed Hop is a
service that belongs on a platform with a wider network – given
the pre-existence of lower-cost deliveries and consumers. We
have made significant progress on the profitability of our Hop
model and are confident in its role on our marketplace.
As well as growing selection, we are making step changes in
the grocery experience. For consumers, we have rolled out a
new substitutions feature to address issues with availability,
we are piloting more finely-grained menu categories, and we
are highlighting where merchants are matching in-store prices.
For merchants, we are trialling a new picking app that will help
with productivity at a time when labour shortages are a major
headache for grocers.
Focus areas for 2023
Support in challenging times
I wrote in the first part of this letter about seeing the world
through the eyes of our marketplace participants. In 2023, a
big focus for me is using this perspective to help them through
these challenging times.
We know that the current environment is tough for our
merchants, who are dealing with food price inflation, high
energy costs, labour shortages and the impact on rents due
to rising interest rates. In 2023, we are redoubling our efforts
to bring maximum value to merchants through offering high-
quality data, insights and tools to drive topline growth and run
an efficient delivery operation, as well as providing access to
Deliveroo-negotiated deals on key cost drivers, including raw
ingredients and packaging.
For riders on motorised vehicles, fuel prices have fallen
substantially from the highs of summer 2022, but with broader
cost of living pressures persisting, we are very focused
this year on ensuring riders can maintain healthy levels of
earnings. Since May 2022, Deliveroo and GMB Union have
operated a first-of-its-kind Voluntary Partnership Agreement
covering Deliveroo’s ~90,000 self-employed riders in the UK.
This Agreement gives riders certainty over their pay, with a
minimum pay guarantee while riders are working with us, and
we commit to developing our offer to riders on issues such as
health, safety and skills alongside the GMB.
For consumers, we are putting a lot of effort into ensuring
that they can access good value. Deliveroo does not set
prices in the app – that is up to the merchants – but we work
with merchants to encourage compelling value and develop
promotions and offers, and in 2023 we have ensured and
will continue to ensure high visibility within the app of good
value options.
Taking consumer experience to the next level
In last year’s letter, I described in detail the five pillars of our
consumer value proposition (‘CVP’) – availability, selection,
consumer experience, price and brand. In 2022, we continued
to focus on and improve across these pillars. On availability, we
rolled out pickup to 45% more merchants and increased the
number of restaurants available at breakfast time by 52% and
late night by 87%. On selection, we increased the number of
restaurant partners by 22% (from ~130,000 to ~158,000) and
grocery partners by 64% (from ~11,000 to ~18,000). On price,
we expanded our collaboration with Amazon in France, Italy
and the UAE to offer its Prime customers free Deliveroo Plus
subscriptions for one year, meaning they pay no delivery fee on
orders above a minimum value.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
8 deliveroo plc Annual Report 2022
When it comes to consumer experience, we have made some
progress on what I call ‘transactional to emotional’ – taking
Deliveroo beyond functionality and convenience to really
capture the passion and emotion of food. One feature that
we have launched that I’m especially excited about is giving
consumers the ability to leave rich reviews of the places they
have ordered from. I look at reviews whenever I order, and I
truly believe that this first-hand content is critical to encourage
consumers to further engage with the platform.
We have made progress on improving the way in which
consumers use our app, but there is so much more we can
do – not just to continue driving innovation in the digital
experience of our consumers, but also in driving a step
change in the delivery (and eating!) experience itself. The food
delivery industry has not yet cracked the problem of how to
consistently deliver a great end-to-end experience. I want
us to be the company that does this EVERY SINGLE TIME. It is
undoubtedly a difficult problem to solve, given the operational
complexity of consumers, riders and merchants interacting
together. But it is a huge opportunity and one we are going
after in 2023. In practice this means investing to build more and
better data signals and models to create ever more aligned
incentives across all sides of the marketplace, and, of course,
intervening quickly and fairly when things do go wrong.
Lean cost base to support sustainable profitability
and cash generation
As I already noted, we made huge progress on our path to
profitability in 2022, reaching an adjusted EBITDA margin (as %
of GTV) of 0.2% in H2 2022 compared to (2.7)% in H2 2021. That
is an important milestone on our path to ‘true profitability’ and
positive cash generation. As we continue to progress on that
path, the more muted topline growth dynamics we are now
operating under make it necessary to be even more focused
on proactively driving efficiency, including through looking at
headcount costs.
Whilst we implemented a hiring freeze last year, this wasn’t
sufficient and, in February 2023, I shared the difficult news
that we were unfortunately starting a redundancy process
across the Company, which could see around 350 colleagues
(9% of our workforce) leave the Company. In recent years
we grew our headcount very quickly. This was a response
to unprecedented growth rates supported by COVID-19
related tailwinds. During 2022, these turned into serious and
unforeseen economic headwinds. We have also recently
exited markets, meaning we do not require the same size
teams to support our operations. We now need to right-size
our organisation. Whilst this is the right thing for the Company,
it remains extremely difficult, first and foremost for those
impacted, and means the departure of colleagues whom we
will greatly miss.
Regulatory engagement
The regulation of platform work remains a key focus area for us
in 2023. Whilst the status of platform workers remains an area
of interest to policy makers, the following gives me comfort:
• Ultimately, riders value the flexible work platforms like
Deliveroo offer. This is reflected in our high satisfaction
ratings and persistently high application and retention rates
for riders, in particular at a time when there are employment
opportunities elsewhere.
• Governments and regulators acknowledge and
understand the value Deliveroo brings to the economies
and communities in which it operates. I think this is more
acute now given the current economic climate that we are
operating in.
• Deliveroo constructively engages with regulators and policy
makers on a range of issues in all of our markets.
I am proud of the way that we continually demonstrate that we
can adapt to improve our proposition to riders while protecting
the flexibility that riders value. We have had a number of
successes in this regard over the last year, including Deliveroo
being the first (and currently the only) food delivery platform
to enter into a voluntary partnership with GMB in the UK, which
recognises that riders are self-employed. Not only was this
an innovative step in the UK, but it also creates a blueprint to
support positive engagement with unions in other markets. We
have also entered into social dialogue in France and maintained
our collective bargaining agreement in Italy.
The European Union proposals for a reform to platform work
are still being debated and we will continue to argue for
platform work that protects self-employment while ensuring
riders are given increased security. We have always said that
we welcome clarity on the status of platform workers, and we
still believe that the final Platform Work Directive will support
self-employed platform workers.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
9Annual Report 2022 deliveroo plc
Founder and Chief Executive Ocer’s letter continued
Focus areas for 2023 continued
Sustainability
Developing our sustainability strategy is an important focus for
me, the Executive Team and the Board. Our strategy focuses
on supporting our marketplace and taking action to drive
sustainability. We aim to understand and quantify our impact
on people and the planet as well as taking action to ensure our
impact is positive.
Last year we set out the first steps in building a comprehensive
sustainability strategy and I am proud of the achievements we
have made. To name a few examples, we introduced a subsidy
scheme for our merchants to buy sustainable packaging
items, supported charity partners across markets to provide
free meals to those in need, provided support for riders to
use e-vehicles and facilitated hundreds of our employees
volunteering at local charities.
This year we are building the six pillars of our strategy:
• reaching net zero and reducing waste;
• helping merchants to grow and be more sustainable;
• riding and thriving;
• enabling healthier eating;
• tackling food insecurity in our communities; and
• building a diverse and inclusive company and marketplace.
Each area of our strategy matters – both to me and to the
Company. I want to call out one in particular, which is tackling
food insecurity in our communities. People join Deliveroo for
the same reason I started the Company – because they are
passionate about food. As Deliveroo employees, consumers,
riders and merchants we have the opportunity to come
together to make a real impact in our communities through
food. As an example of how we will take this forward in 2023,
we will build on our partnership with the Trussell Trust in the UK
to get more free meals to in-need groups, and will run similar
initiatives in our other markets. We have the passion, the
relationships and the tools to make a meaningful difference
to such an important issue, and I’m hugely excited to see how
much we can achieve.
Deliveroo team
In February 2023, I was delighted to welcome two new
members to our Executive Team. Camilla Kater joined Deliveroo
in early 2016 and has been promoted to the Executive
Team as Advisor to the CEO and SVP of Restaurant, Rider and
Care. Over the course of her seven years here, she has held
senior leadership positions in our Operations, Marketing and
Commercial organisations and brings great strategic and
operational acumen to the team. I am also thrilled that Scilla
Grimble has now taken up her role as Chief Financial Officer.
Scilla brings invaluable industry expertise across consumer
technology and retail, as well as experience leading finance
functions in a range of UK plcs. Scilla replaces Adam Miller,
who stepped down as CFO in September 2022. I would like
to put on record my enormous appreciation for everything
Adam did for Deliveroo, as well as thank David Hancock for his
massive contributions as Interim CFO before Scilla’s arrival. I
look forward to working with Scilla and continuing to work with
Camilla and David.
I have written a lot already about the challenging environment
for consumers, riders and merchants. But it has also been
a difficult time for our colleagues – not only in steering the
business in a very volatile environment but also adapting to the
evolving demands of hybrid working and maintaining focus as
we right-size the organisation for the future. I want to thank all
my colleagues for your commitment and dedication.
I also want to end on a note of optimism despite a tough
macro environment in Europe, which we expect to reverse
in the medium term. We are in a growth industry, where
players, including Deliveroo, are moving in the right direction
towards profitability. We remain steadfast in our hyperlocal
approach, developing the best consumer value proposition
neighbourhood by neighbourhood – driving towards share
gains and outsized profits and sustainable cash flow
generation. At the same time, we will continue to invest and
build new and better consumer experiences as we have
always done.
Yours sincerely,
Will Shu
Founder and Chief Executive Officer
15 March 2023
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
10 deliveroo plc Annual Report 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
11Annual Report 2022 deliveroo plc
Chair’s letter
Hello, I am delighted to be writing to you today, to update you
on our progress as we report on our second year as a publicly
listed company.
In last year’s report we set out our planned path to profitability,
as well as expressing caution about the increased headwinds
that consumers would face in the coming 12 – 18 months.
It is clear that cost of living challenges have led to a difficult
time for many of our consumers, riders and merchants and
we have been very focused on managing the impact on all
the participants in our marketplace, as well as on our wider
stakeholders.
Progress and priorities
Despite the difficult external environment, we have delivered
significant improvements in profitability while still growing and
taking share in our key markets. We ended the year with an
adjusted EBITDA loss of £45.0 million from continuing operations
(compared to a loss of £100.0 million in FY2021). We made good
progress on growing our top line, with revenue up 14% and GTV
growth of 9% (or 7% in constant currency), and we grew our
market share in the UK, France and Italy, according to third-
party data. We are really proud of our teams and appreciative
of the efforts of all our partners in helping us to achieve this.
Claudia Arney
Chair
We have been rigorous in our approach to capital allocation,
to ensure that we invest in the opportunities with the highest
returns and we have taken important steps to drive cost
efficiencies within the business. We expanded into Qatar,
another exciting opportunity for our business in the Middle
East, and we decided to exit the Netherlands and Australia,
as we had not been able to build leading positions in those
markets. In February 2023, we announced the commencement
of a redundancy process across the Company, impacting
around 9% of our workforce. We know that these events have
been difficult for those impacted, particularly our employees,
and the Board has paid close attention to our plans to support
those affected. More detail on stakeholder considerations by
the Board is set out in our Section 172 statement on page 29.
We have made significant progress in strengthening our
consumer value proposition and improving the way our
consumers use our app. We are determined to further improve
our consumers’ overall delivery experience and this will be
a key focus for the Executive Team in the coming year. The
importance of this will be underscored by the inclusion in
the 2023 executive bonus of a service metric targeting an
improvement in the customer service outcomes that have
the biggest impact on customer retention. More information
on this can be found in the Directors’ Remuneration Report on
page 106.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
12 deliveroo plc Annual Report 2022
Governance, Board changes and diversity
At the time of the IPO we committed to strong governance
and to voluntary compliance with certain aspects of the
UK Corporate Governance Code (‘Code’). I am delighted that
during the period we have complied with the majority of the
provisions of the Code. I am also pleased with the continued
progress that has been made by the Board to enhance its
operation and therefore to effectively support the Company.
Although not required this year, we decided to conduct an
independent external review of the Board’s effectiveness.
The report concluded that the Board comprises strong and
experienced Non-Executive Directors who are supporting the
Company’s ongoing focus on growth, the path to profitability
and embedding good governance. We gained some valuable
insights from the review process and the report, which will
enable us to continue to build on the strong foundations
we have laid. A highlight during the year was our strategy
day, which received very positive feedback from the Board,
particularly in relation to the quality of preparation, insight and
engagement from the Executive Team.
During 2022 and up to the publication of this report, we
further strengthened the Board with the appointment of Peter
Jackson as Non-Executive Director (who joined on 1 January
2022), and Scilla Grimble as Chief Financial Officer (who joined
on 20 February 2023). The Board would like to thank Adam Miller,
who stepped down as CFO on 17 September 2022, and David
Hancock for his support as Interim CFO, ahead of Scilla joining
the Board.
We also announced that Lord Simon Wolfson had decided
to step down from the Board from close of business on 9
August 2022, as the time required to continue with his role at
Deliveroo was no longer compatible with his executive role
and other commitments. The Board would like to thank Lord
Simon Wolfson for his important contribution in supporting the
Company in its first year as a public company.
We keep our Board composition 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. Maintaining a diverse culture on our
Board is very important and I am pleased to report that our
Board make-up is in line with the recommendations from the
FTSE Women Leaders Review and Parker Review on gender
and ethnic diversity. We welcome the FCA’s new listing rule
requirements around diversity and inclusion reporting, which
will apply for our Report next year. I’m pleased to report that
we are already in compliance with the FCA’s board diversity
targets and I look forward to reporting on both our Board and
Executive Team diversity fully in our 2023 Annual Report. You
can read more on our governance in the Governance section
on page 77, and how we consider Board composition in the
Nomination Committee Report found on page 95.
Our sustainability strategy
We know how much environmental, social and governance
issues (‘ESG’) matter to each of the communities of our
marketplace, as well as our employees and other stakeholders.
These issues are also very important to me, Will and the
entire Board.
Last year we reported on the early stages of our journey to
build a comprehensive ESG strategy. We chose to focus on six
key areas that we identified as the most important to us and
our stakeholders and where we believed we could have the
most positive impact. I am really pleased that we have made
good progress over the last year both in delivering on our
commitments and in being more ambitious in what we want to
achieve in the future.
As set out in our Sustainability review on page 31, we
continue to believe strongly that, with our expertise and
our unique network of partners, we can make a real and
positive difference. This year’s review establishes additional
commitments – for example a target date to reach net zero
emissions for our own operations – and acknowledges where
more work is needed over the year ahead to build this out
further. Most notably, we have linked commitments to reduce
our direct emissions and to improve gender representation
in our workforce to the 2023 PSP awards in our executive
remuneration package. More detail on this can be found in our
Directors’ Remuneration Report on page 106.
Looking ahead
The coming year will be focused 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 true
profitability and positive cash generation. I am confident we
have the opportunity, and the talented and committed teams
that we need across the business to make this happen.
I would like to thank our employees, business partners,
customers and shareholders for your continued support.
Yours sincerely,
Claudia Arney
Chair
15 March 2023
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
13Annual Report 2022 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 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 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 REPORT
14 deliveroo plc Annual Report 2022
1 Figure based on Q4 2022 monthly survey results. During the reported period,
32,481 riders completed the survey globally, representing 22% of riders who
delivered an order across the quarter.
Merchants
Access to Deliveroo’s logistics,
innovations and more than seven
million consumers provides
merchants with new ways to grow
revenues, increase brand value and
maximise the profit potential from
online delivery.
£6.8bn
GTV
enabled through our platform in 2022
Consumers
We unlock a wealth of choice for
consumers, providing fast, reliable
delivery of restaurant food, groceries
and more. Our Plus subscription
programme further enhances
consumer value with free delivery
(above a minimum order value) and
other benefits.
299m
orders delivered in 2022
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.
83%
global rider satisfaction score
in Q4 2022
1
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.
7.8
out of 10 employee engagement
score in December 2022
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.
>2m
meals delivered to families in need
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.
4%+
adjusted EBITDA margin
(as % of GTV) by 2026
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
15Annual Report 2022 deliveroo plc
Strategy
Growth and profitability
Our mission is to be the definitive online food company
– providing consumers access to the food they love for
each of the 21 weekly meal occasions. We aim to achieve
this by focusing on offering the best value proposition
to all three sides of the marketplace: consumers, riders
and merchants.
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. For delivering our path to profitability,
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.
* Defined terms can be found in the Glossary on page 190.
** Figure based on Q4 2022 monthly survey results. During the reported
period, 32,481 riders completed the survey globally, representing 22%
of riders who delivered an order across the quarter.
*** Overall engagement score in December 2022, compared to the same
period last year. This measures sentiment across four engagement
areas: ‘belief (in product)’, ‘satisfaction (in job)’, ‘loyalty (to Deliveroo)’
and ‘employee NPS’.
Invest in dierentiated
value propositions
Objectives
• Deliver a seamless order experience for all and transition from
transactional to emotional.
• Consumers: enable access to extensive selection and seamless
transactional experience for all food occasions.
• Merchants: provide demand, insights and innovations that drive
sustainable growth.
• Riders: offer attractive earnings with flexibility, security and
opportunities for personal development.
• Employees: create an inclusive environment where our people
have growth opportunities and can leave their mark.
Progress in 2022
• Increased number of restaurant partner sites to ~158,000
(including >1,000 McDonald’s sites in the UK as part of our new
long-term global strategic partnership) and grocery partner sites
to >18,000 globally.
• Evolved sustainability strategy and grew our programme of actions
to support our stakeholders and the communities in which we
operate.
• Launched voluntary partnership with GMB Union in the UK that
recognises riders as self-employed and provides for collective
bargaining on pay and consultation rights on benefits and issues
including health, safety and wellbeing.
• Rider attraction and retention rates remained robust despite high
levels of employment vacancies across key markets.
• Significant investment in the technology organisation to innovate
and build efficiencies.
• Adopted Executive Team targets for gender equality.
Performance measures
• MACs*: 7.4 million in 2022 (+6% YoY).
• Total merchant sites: ~176,000 in December 2022 (+25% YoY).
• Rider satisfaction: 83% in Q4 2022** (Q4 2021: 85%).
• Employee engagement score: 7.8 (out of 10) in December 2022 (8.1
in December 2021).***
1
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
16 deliveroo plc Annual Report 2022
Drive sustainable
growth
Objectives
• Build leading market positions (#1 or strong #2) based on
hyperlocal market share.
• Expand coverage and increase penetration by growing category
awareness and market share.
• Accelerate grocery offering and innovate in formats and
commercial models with non-food partners.
• Support thriving incomes for merchants and riders.
Progress in 2022
• Grew market share across key markets including Italy, France
and UKI.
• Broadened business in the Middle East, launching in Qatar to add to
established strong positions in the UAE and Kuwait.
• Grocery offering strengthened with expanded/new partnerships
in UKI with Waitrose, Sainsbury’s, Co-op, Asda and Spar, and in
International with Auchan (France), Esselunga (Italy) and ParknShop
(Hong Kong).
• Opened Hop sites in the UK, Italy, France, the UAE and Hong Kong and
launched ‘Hop as a Service’.
• Broadened health and beauty offering by expanding UK
partnerships with Boots (from 14 to 125 stores).
• Increased Plus subscribers globally, supported by initiatives with
Amazon Prime (extended in UKI, and expanded to add Italy, France
and the UAE).
Performance measures
• Orders: 299 million in 2022 (5% YoY).
• GTV: £6,848 million in 2022 (+7% YoY in constant currency).
• Revenue: £1,975 million in 2022 (+14% YoY).
Strengthen levers
of profitability
Objectives
• Add new high-margin revenue streams, such as advertising.
• Create the most efficient logistics network built on hyperlocal
network density.
• Generate tech-driven efficiencies in the marketplace and our
own operations.
• Drive operating leverage with scale.
• Aim to reach 4%+ adjusted EBITDA margin (as % of GTV) by 2026.
Progress in 2022
• Launched new advertising platform, alongside the existing
restaurant sponsored positioning product, allowing FMCG and
other brands to advertise to Deliveroo consumers in new formats:
in-app and online.
• Reduced rider experience time through new meal preparation
time models that have further reduced rider wait time at
restaurants, as well as better balancing supply and demand in the
network.
• Optimised the use of pricing levers (delivery fees, service fees and
minimum order values) through experimentation.
• Optimised restaurant ranking models with improvements to
homepage layout and upselling recommended items.
• Made the difficult decision to end operations in Australia and the
Netherlands in order to focus resources on market positions that
support the Group’s path to profitability.
Performance measures
• Gross profit margin (as % of GTV): 9.4% in 2022 (7.9% in 2021).
• Adjusted EBITDA margin (as % of GTV): (0.7)% in 2022 ((1.6)% in 2021).
• Free cash flow: £(243) million in 2022 (£(239) million in 2021).
2 3
Revenue
£1,975m
+14% YoY
Adjusted EBITDA
Profitable
in H2 2022
£(45)m in 2022 vs £(100)m in 2021
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
17Annual Report 2022 deliveroo plc
Key performance indicators
Revenue and revenue take rate*
Financial KPIs
1
Revenue (£m)
£1,975m
+14%
18
476
19
772
1,735
20
1,163
21
22
1,975
Revenue take rate (%)
28.8%
+130 bps
18
29.6
19
30.6
27.5
20
29.2
21 22
28.8
Gross profit and gross profit
margin (as % of GTV)
Description
Revenue is primarily generated from restaurant and
grocer commissions, from consumer fees, and from
restaurant and grocer sign-up fees. A more recent
addition 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 2022
Revenue reached £1,975 million, a year-on-year increase
of 14% in reported currency, mainly driven by the growth
in GTV, as well as a growing contribution from advertising
revenue. The revenue take rate was 28.8% compared
to 27.5% in 2021, with the year-on-year movement
attributable primarily to optimisation of consumer fees
and a nascent contribution from advertising revenue.
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 2022 and results for 2021 have been restated (results for 2018, 2019 and 2020 have not been restated). Spain has
been classified as a discontinued operation in 2022 and 2021. Results for 2020 have been restated (results for 2018 and 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 192.
Gross profit (£m)
£643m
+30%
18
91
19
189
495
20
348
21 22
643
Gross profit margin (%)
9.4%
+150 bps
18
5.7
19
7.5
7.9
20
8.7
21 22
9.4
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 2022
Gross profit reached £643 million compared to
£495 million in 2021, an increase of 30% in reported
currency. Gross profit margin (as % of GTV) was 9.4%
compared to 7.9% in 2021, with the year-on-year
movement attributable primarily to increases in revenue
take rate, as well as efficiencies in the rider network.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
18 deliveroo plc Annual Report 2022
Adjusted EBITDA and adjusted
EBITDA margin (as % of GTV)
Adjusted EBITDA (£m)
£(45)m
+£55m
Adjusted EBITDA margin (%)
(0.7)%
+90 bps
Description
Adjusted EBITDA is calculated as gross profit less
marketing and overhead* expenses. It excludes inter alia
depreciation and amortisation, exceptional costs and
exceptional income*, legal and regulatory settlements
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.
Performance 2022
Adjusted EBITDA was £(45) million, compared to £(100)
million in 2021, due to gross profit improvement and
efficiency of marketing spend. Adjusted EBITDA margin
(as % of GTV) was (0.7)%, with a margin of (1.5)% in H1
2022 and 0.2% in H2 2022.
Net cash and free cash flow
Net cash (£m)
£1,000m
(23)%
Free cash flow (£m)
£(243)m
(2)%
18
185
19
230
1,291
20
379
21 22
1,000
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
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, amongst other metrics, as a measure
of cash inflow or outflow from the Group’s operating and
investing activities.
Performance 2022
Net cash was £1,000 million at 31 December 2022,
compared to £1,291 million at 31 December 2021. The
cash outflow is driven by the adjusted EBITDA loss for the
year of £(45) million, alongside investment in capitalised
expenditure and capitalised development costs and
£66 million of share buybacks. Within the net cash
movement free cash flow was £(243) million in 2022
compared to £(239) million in 2021.
* 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 192.
22
(45)
(100)
2120
(11)
19
(227)
18
(198)
22
(0.7)
(1.6)
2120
(0.3)
19
(9.0)
18
(12.3)
(169)
(74)
H1 22 H2 22
(239)
(243)
21 22
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
19Annual Report 2022 deliveroo plc
Key performance indicators continued
GTV and GTV growth
Operational KPIs
Gross transaction
value (£m)
£6,848m
+9%
18
1,610
19
2,522
6,305
20
3,979
21 22
6,848
GTV growth in constant
currency (%)
7%
18
65
19
57
70
20
62
21 22
7
Description
Gross transaction value (‘GTV’) is the total value paid
by consumers, excluding any discretionary tips. GTV
comprises the total food 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 2022
GTV reached £6,848 million, a year-on-year increase of
9% in reported currency and 7% in constant currency.
The primary drivers of GTV growth in the year were
a year-on-year increase in the number of average
monthly active consumers (‘MACs’) and an increase in
GTV per order. Year-on-year GTV growth slowed in 2022,
reflecting the increasingly challenging macroeconomic
environment, which has impacted consumer behaviour.
* 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 192.
Orders and GTV per order*
Orders (m)
299m
+5%
18
72
19
119
284
20
174
21 22
299
GTV per order (£)
£22.9
+3%
18
22.2
19
21.3
22.2
20
22.9
21 22
22.9
Description
Orders represents the total number of orders delivered
from our platform, including from our Marketplace and
Signature offering, 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 2022
Orders were 299 million in 2022, a year-on-year
increase of 5%. This was primarily driven by a higher
average monthly active consumer base across 2022,
with average monthly order frequency broadly stable
year-on-year. GTV per order grew by 3% in reported
currency or 2% in constant currency to £22.9 for the
year. This equates to an increase of 70p versus 2021
driven by item level price inflation and optimisation of
consumer fees.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
20 deliveroo plc Annual Report 2022
MACs and AOF
Monthly active
consumers (m)
7.4m
+6%
18
2.1
19
3.1
7.0
20
4.6
21 22
7.4
Average order
frequency (x)
3.4x
Flat YoY
18
2.7
19
3.0
3.4
20
3.2
21 22
3.4
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 2022
In 2022, MACs averaged 7.4 million for the year as a whole,
compared to 7.0 million in 2021. The year-on-year growth
in MACs was first half weighted with H1 2022 up 10% and
H2 2022 up 1%, reflecting lower investment throughout
the year in driving consumer acquisition and retention
due to the challenging macroeconomic environment.
AOF remained broadly stable year-on-year at 3.4.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
21Annual Report 2022 deliveroo plc
Key performance indicators continued
Employee engagement
Employee engagement (score out of 10)
7.8
(0.3) YoY
8.1
20
7.5
21 22
7.8
Description
We use the Peakon platform to better understand the
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’)’. The platform also provides us with an external
benchmark so we can gauge our progress relative to
other companies.
Performance 2022
Employee engagement started strongly in 2022
and remained constant at 8.1 against the external
benchmark for the first half of the year. In the second
half of the year, we saw a drop to 7.8, coinciding with
an increase in macroeconomic pressures. The specific
drivers for the drop in engagement varied, but the most
significant were linked to the more difficult external
environment we were operating in, i.e. rise of inflation in
the UK and pressures on the technology sector globally.
The impact of these external factors on Deliveroo’s
business reflected on our employees’ perception of pay,
growth opportunities and overall strategic priorities.
EB*
8.1
* The external benchmark
(‘EB’) is based on other
companies that use Peakon
to measure their employee
engagement, which vary in
size, employee headcount
and geography.
Operational KPIs continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
22 deliveroo plc Annual Report 2022
Stakeholder statement
Engaging with our
stakeholders
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,
supporting the communities in which we operate.
We aim to offer an exciting environment for our employees
to build a career. Our engagement with our consumers
is key to our culture and identity, and our engagement
with our merchants influences the way we deliver a
seamless experience to them. Riders are at the heart of
our business and we strive for the flexibility they value.
We are committed to regular and open dialogue with our
shareholders to help influence our decisions relating to
strategy, performance and delivering long-term value.
This is not only what we believe in but also reflects our
understanding that creating shared value for Deliveroo and
our stakeholders is critical to our business success.
This section sets out how we have engaged with our
key stakeholders to understand what matters to them
and provides valuable input into the Board’s decision-
making. The Board recognises that our business and our
behaviours impact our stakeholders and so, to the extent
relevant, the Board seeks to consider our stakeholders’
interests when reaching decisions. You can read more
about how the Board considers our stakeholder interests
in our Section 172 Statement on page 29.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
23Annual Report 2022 deliveroo plc
Stakeholder statement continued
Our employees
Why they matter to us
• Employees are the lifeblood of our Company. They enable
us to offer the service we do to our stakeholders and have
helped build the Company into what it is today. We pride
ourselves on being a workplace where people can build
their skills and experiences, are challenged and supported,
and have opportunities to leave their mark as we scale our
business, while being part of something bigger through our
impact in the marketplace.
How we engage with employees
• We offer a range of tools to engage employees which are
designed to be a one-stop shop for employees to find the
information and updates that they need.
• Our CEO leads a monthly firmwide meeting to discuss key
initiatives taking place across the Company, including
financial results, strategic and people initiatives, business
updates and cultural activities. As part of our 2022
firmwides, over 100 of our Executive Team and employees
have presented updates.
• Peakon, our monthly employee engagement survey tool,
asks for confidential employee feedback relating to a wide
range of issues including how we are living our values, as well
as at other key stages of the employee journey, including
onboarding and exits.
Primary stakeholders
How we support employees
• During 2022 we launched a number of initiatives in response
to Peakon survey feedback, including: People Manager
training, a global employee recognition award, mental
health first aider training, personal development plans, the
‘Accelerate’ leadership programme for women, and a new
Internal Mobility programme.
• Our award-winning employee resource groups (‘ERGs’) create
communities made up of employees with shared identity and
their supporters. We have five ERGs: Gender Equity, Women in
Tech, Racial Equity, LGBTQ+ (Deloveroo) and Wellbeing.
• Through our ‘We Are Deliveroo’ programme we bring
employees closer to our marketplace. Employees can
volunteer for sessions as a rider, in Deliveroo’s Customer
Care team, in Editions kitchens and in our Hop sites – to
experience consumer and rider research first hand.
During 2022 more than 500 employees participated in this
programme.
• We launched our new onboarding tool earlier this year –
Enboarder – which provides personalised and standardised
communications to all new hires and their managers before
they join.
• We launched our first formal employee recognition
programme, The Golden Wings, to celebrate the vital
contributions that employees make globally.
• We offer benefits such as Headspace and the Employee
Assistance Programme, a global online wellness service, to
all employees for free, and are continuing our global rollout
of Company funded or subsidised life insurance, medical
insurance, and fitness benefits.
• Nearly 96% of our eligible employees globally received an
award under the ‘Company Bonus Plan’ introduced last year,
as we work to ensure that our employees are appropriately
recognised for their contributions.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
24 deliveroo plc Annual Report 2022
Our consumers
Why they matter to us
• We continue to take decisions through the lens of the end
user’s experience. We think about food delivery as a hyperlocal
business and we aim to offer consumers the best service
on a neighbourhood-by-neighbourhood level. We have spent
years working to understand what consumers want and we
understand how much food matters to them. We aim to make
Deliveroo part of their food experience at every food occasion.
How we engage with consumers
• We place great pride in understanding our consumers and
run ongoing tracking studies to understand them, while also
carrying out ad-hoc research to help solve specific business
problems. Last year we received nearly 2 million pieces of
feedback from consumers globally.
How we support consumers
• Our unique subscription service, Plus, which provides
consumers with free delivery and special offers, was rolled
out in the UAE and Kuwait following successful trials in
these markets.
• Having successfully launched our offering with Amazon
Prime, allowing all UK and Ireland Amazon Prime members to
sign up for free Deliveroo Plus membership for a year, with
unlimited free delivery on orders over £25/€25, in 2022 we
launched this in France, Italy and the UAE.
• In the UK, Ireland, Belgium, France and Italy we expanded our
global gift card programme. Physical Deliveroo gift cards will be
stocked in over 2,200 Carrefour stores across France, Belgium
and Italy, while in the UK we launched physical gift cards in
over 4,300 stores across a number of major retailers including
Boots, Co-op, John Lewis, Morrisons, Tesco and Wilko.
• We made a range of product changes to improve the
consumer experience on our platform, including: adding
written reviews on restaurant pages, so consumers can
read written reviews from other consumers; adding video
content so users can see short video clips of their favourite
food and restaurants; adding a ‘favourite’ option so users
can ‘save’ places that they are interested in ordering from in
the future; and improving dietary information tagging.
• We rolled out Deliveroo Hop, our rapid, on-demand grocery
service, across the UK, France, the UAE, Hong Kong and
Italy, with grocery partners including Waitrose, Carrefour,
Esselunga and Auchan.
• In October, we launched the first Hop store in the UK in
New Oxford Street, London, in partnership with Morrisons.
Consumers are also able to walk into the store and shop for
groceries via a kiosk or ‘click and collect’.
Our riders
Why they matter to us
• Riders are at the heart of our business and we want to offer
them the flexible work they tell us they value.
How we engage with riders
• We engage with riders through dedicated engagement
teams in each of our markets, regular surveys, an in-app
feedback tool and focus groups of riders, alongside our live
order support tool, dealing with order-related issues.
How we support riders
• Deliveroo believes that riders should be represented and
have a voice within the Company. That is why in some
European markets we have rider forums, bodies of elected
riders who engage with Deliveroo management. We also
entered into a first-of-its kind Voluntary Partnership
Agreement with the GMB Union in the UK, giving riders greater
protection and representation.
• This year Deliveroo ceased operating in Australia and the
Netherlands. In both instances riders were supported with
compensation packages to reflect their contribution to
the Company.
• We know riders are entrepreneurial. In the UK, Ireland and
France we hosted a rider business competition, ‘The Big
Pitch’, which awarded £125k in funding to several rider-run
businesses.
• In response to the rising cost of living in the UK, we
supported riders with rising fuel costs by partnering with
Shell to give riders a discount on fuel.
• We want to create a sense of community among riders.
To this end, in the UK, we hosted a national rider football
cup in the run-up to the 2022 World Cup; in Hong Kong, we
launched a week-long rider appreciation week, including tip
matching for a weekend to recognise riders’ contribution;
and in the UAE, we hosted a Mother’s Day celebration where
we arranged for riders to contact their mothers in their
home countries.
• Rider safety is a priority for Deliveroo and so we launched
a number of initiatives including: in Singapore, free health
screening and mental health wellbeing sessions; in the UAE,
our ‘Roo Van’ provided free bike repairs; and in Kuwait and
Italy, we worked with charities such as the Red Crescent
Society and the Red Cross to offer first-aid training sessions
to riders.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
25Annual Report 2022 deliveroo plc
Stakeholder statement continued
Primary stakeholders continued
Our merchants
Why they matter to us
• Our merchants provide the food that our consumers love.
Our aim is to help them grow by enabling more consumers
to access their food via delivery. Our proposition to our
merchants – restaurant, grocery and non-food – aims
to provide strong incremental demand generation, an
excellent consumer experience, tools to drive profitability
and grow their business, and innovations for the future of
online delivery.
How we engage with merchants
• Account Management teams offer direct engagement
and support services, while Merchant Insight and User
Experience teams regularly engage with groups of
restaurants to receive feedback and to test our products
and services.
• Should something go wrong, we have dedicated care agents
to ensure merchants have the right support.
How we support merchants
• Last year we committed to invest up to £2.5 million into
sustainable packaging for our merchants. As part of this,
we launched a subsidy programme for environmentally
sustainable packaging in the UK, France, Italy and Belgium.
Our small and medium-sized restaurant partners were
eligible for up to £250 each to spend on environmentally
friendly packaging. This followed the launch of a new range
of sustainable packaging options for restaurant partners in
Hong Kong, which Deliveroo subsidised by up to 50%.
• We used new technologies to enable us to identify new leads
and so, in turn, engage with more prospective merchants,
increasing the number of merchants we work with and who
can benefit from our service.
• Tens of thousands of restaurants have this year made
use of our Marketer Offers, allowing restaurants to create
promotions, and our advertising platform, allowing
restaurants to create paid ads on Deliveroo to promote
themselves. Our advertising platform for restaurant
partners, such as enabling restaurant partners to pay
to appear in high-visibility carousels or in search results,
creates incremental demand with a proven high return on
advertising spend.
• Editions are Deliveroo’s delivery-only kitchens which offer
opportunities for restaurants to expand to new areas and
increase choice in local areas for consumers. During 2022,
Deliveroo added almost 100 new kitchens to bring the total
to over 380.
• At the end of the year Deliveroo worked with approximately
158,000 restaurant partner sites globally, compared to
around 130,000 at the end of 2021. Deliveroo also now has
over 18,000 grocery sites live with major grocery partners
and smaller independent grocery partners globally.
• Deliveroo expanded its non-food offering, including through
its partnership with Boots, which increased the number of
participating stores to 125. Consumers now have access
to an expanded range of over 1,000 health and beauty
products delivered to their door in minutes.
• This year we enabled the functionality for our restaurant
partners to reach out to us using the Restaurant Hub, which
helps restaurant partners to manage their restaurant,
track sales, download invoices and create special offers,
delivering a more seamless experience and allowing for
quicker response times.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
26 deliveroo plc Annual Report 2022
Our shareholders
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 value for our shareholders.
• We are committed to considering shareholder interests and
maintaining an open and regular dialogue to understand
their perspectives and priorities, including about our
business strategy and performance, capital allocation and
environmental, social and governance (‘ESG’) matters.
How we engage with shareholders
• Deliveroo manages its relationships with the financial
community and our wider retail shareholder base through
our Investor Relations (‘IR’) programme and the Company
Secretarial team. We aim to maintain a constructive and
ongoing dialogue with existing and potential shareholders
and other members of the financial community, as well as
commentators on governance and ESG matters. Engagement
activities include the following:
– Stock Exchange announcements and other press
releases, including quarterly trading updates and half
and full-year results with accompanying conference calls
and meetings;
– Detailed Annual Report containing information on the
Group’s strategy, business model, financial results and
activities of the Board; and
– Regular meetings for investors and analysts with Senior
Management and the IR team including at conferences,
industry events and roadshows, as well as on an ad
hoc basis.
– Board engagement through the Annual General Meeting
(‘AGM’) which provides the opportunity for shareholders
to hear from the Board about our performance during the
year and to ask questions.
– Opportunity for specific dialogue with Senior
Management, the Board and Committee Chairs and other
Board members on key matters, e.g. performance, and
executive remuneration and wider governance matters.
– Information on our corporate website,
https://corporate.deliveroo.co.uk.
– Ability to contact the Investor Relations team via
investors@deliveroo.co.uk and the Company Secretary via
company.secretary@deliveroo.co.uk.
How we support shareholders
• Deliveroo aims to provide investors with transparent and
consistent information and appropriate ongoing dialogue
with our Board and Senior Management. Examples include:
– The CEO, CFO and IR team held over 250 meetings with over
600 individual investors and analysts during 2022. Investor
views and feedback from these meetings are reported
back to the Board;
– The Executive Directors, Chair, Senior Independent Director
and other Non-Executive Directors are available to meet
with investors on request and at the AGM; and
– During early 2022, Dame Karen Jones, Senior Independent
Non-Executive Director and our Remuneration Committee
Chair, met with our largest shareholders and with certain
proxy advisers to discuss our Remuneration Policy which
was approved at our 2022 AGM.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
27Annual Report 2022 deliveroo plc
Stakeholder statement continued
Primary stakeholders continued
Local communities
Why they matter to us
• Deliveroo is fundamentally a local company. We want to
be more than a physical presence in the neighbourhoods
in which we operate. We want to actively support local
communities. This matters to our consumers, riders and
merchants – so it matters to us.
How we engage with local communities
• Deliveroo uses our unique marketplace to support local
communities. By partnering with local charities and
community groups, we focus on what we know best –
food – and help those in need to access free meals.
• We provides our employees with a volunteer day – a paid day
off to volunteer at a charity.
How we have supported local communities
• Deliveroo is committed to helping tackle food insecurity in
local communities. Through our consumer donations we
have provided donations to the Trussell Trust equivalent to
2 million meals. In Ireland we launched a partnership with
FoodCloud with the aim of providing up to 500,000 meals to
people in need across Ireland. In Hong Kong we raised HK$2.2
million for Feeding Hong Kong. In Italy we partnered with
UNICEF to provide free food to vulnerable children.
• Across the majority of markets we have introduced an
in-app donation feature, enabling our consumers to give to
charity directly via the platform during their order journey.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
28 deliveroo plc Annual Report 2022
The Board’s duties under Section 172(1)
The Board recognises that our business and our 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 the Stakeholder statement
on page 23.
Section 172(1) Statement
The Board confirms that, for the year ended 31 December
2022, 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 2022 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, CFO and
members of the Executive Team. 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.
• Board consideration of budget and long-term
financial plan.
• Decisions made around country entry and exits,
considering impacts on employees, consumers,
riders, merchants and other stakeholders.
• Approval of the ESG strategy.
• Consideration of financial reporting statements,
particularly outlook and market guidance.
• Consideration of the proposals for redundancies
in 2023.
Chair’s Statement p78
Company Purpose p85
Our Business Model p14
Our Strategy p16
Board Activities p90
Viability Statement p75 and Going Concern
p58 and p154
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 culture, 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 motivation and attrition.
• CEO report on Company values review.
• Updates on culture, DE&I and Gender Pay Gap and
Modern Slavery reports.
• Reports from Dominique Reiniche, the designated
Employee Non-Executive Director.
• Consideration of the proposals for redundancies
in 2023.
Our People p44
Stakeholder Engagement p86
Diversity and Inclusion p46-48 and p96
Employee Engagement p24 and p45
Whistleblowing p87 and p105
Nomination Committee Report p95
Directors’ Remuneration Report p106
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
29Annual Report 2022 deliveroo plc
Stakeholder statement continued
How the Board fulfils its duty Key activities/considerations in 2022 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 the
Executive Team.
• Deep dive presentations on markets including its
consumers and business partners.
• Updates on tech, product and automation.
• Updates on Grocery/Hop/Editions.
• CEO presentation on consumer focus at monthly
firmwide.
• Direct feedback from our Board members as
Deliveroo consumers.
• Hop/Editions site visits.
• Updates on issues of importance to Deliveroo riders.
Sustainability p31
Our Business Model p14
Our Strategy p16
Whistleblowing p87 and pg 105
Anti-Bribery and Corruption p42
(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 the
Executive Team.
• Approval of ESG strategy.
• Review of Annual Report Task Force on Climate-
related Financial Disclosure (‘TCFD’) and Sustainability
Review disclosures.
• Introduction of ESG metrics into the Performance
Share Plan for the Executive Team.
• Review and approval of Modern Slavery Statement.
Sustainability p31
TCFD p68
Stakeholder Engagement p86
(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,
General Counsel and Company Secretary.
• CEO report on Company values review.
• Review and approval of Modern Slavery Statement.
• Consideration of principal risks and risk appetite.
• Regular updates on fraud, whistleblowing and
compliance matters.
• Internal Audit reports.
• Consideration of key policies and procedures.
Sustainability p31
Anti-Bribery and Corruption p42
Risk management and our principal risks p59
Audit and Risk Committee Report p98
Whistleblowing on p87 and p105
(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.
• Broker update on investor feedback.
• Shareholder engagement at the AGM in May 2022.
• Regular investor engagement by CEO, CFO and IR team.
• Remuneration Committee Chair engagement on the
Remuneration Policy ahead of the 2022 AGM.
• Chair engagement with significant investors ahead of
the 2022 AGM.
Notice of 2022 AGM: see Company website
AGM p87
Stakeholder Engagement p86
How the Board fulfils its Section 172(1) duties continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
30 deliveroo plc Annual Report 2022
STRATEGIC REPORT
Sustainability review
Building a
sustainable
future
Our story
At Deliveroo, we are committed to supporting our
marketplace, being a part of the communities we serve
and taking action to drive sustainability.
Alongside this commitment comes responsibility.
We have a responsibility not just to understand and
quantify the impact that our services have on people and
the planet, but also to take action to ensure our impact is
positive.
This means taking steps to reduce the carbon emissions
created by our own operations – which are in our direct
control – as well as helping our merchants reduce the
plastic waste, food waste and carbon emissions from
their own operations.
It also means taking direct steps to give our riders good
and fair work, our consumers access to healthy food
choices and our merchants the best opportunity to grow.
31Annual Report 2022 deliveroo plc
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
Sustainability review continued
1. Intro and first year in review
We started our sustainability journey in 2021 and last year set out
the first steps in building a comprehensive sustainability strategy
by identifying the six pillars that will guide our approach.
The year in review below sets out our achievements over 2022 –
our first steps towards an integrated sustainability strategy that
drives real benefit for our marketplace and that is embedded
across our entire organisation.
UN Sustainable Development Goal
2022 highlights Priorities Direct impact Indirect impact
Pillar 1 – Reaching net zero and reducing waste
Reducing our own
direct emissions while
supporting merchants
and consumers
to reduce their
emissions and food and
packaging waste.
• Committed to a global net zero target of 2035 across our Scope 1 and 2 emissions.
• Launched a recycling programme with Olleco in the UK to turn used cooking oil into energy.
• Partnered with Waste and Resources Action Programme (‘WRAP’), a leading NGO on food waste,
to explore how we can reduce waste, from our own operations and that of our merchants.
• Published our first TCFD Report (see page 68).
• Taking action against our emissions reduction
target in the PSP building on our procurement
of green energy in 2022.
• Reducing waste in our own operations, e.g. at
Hop sites.
• Developing our Scope 3 baseline in more detail.
12. Sustainable
Consumption
13. Climate Action
Over
270,000
Litres of cooking oil recycled in 2022
Pillar 2 – Supporting merchants to grow and be more sustainable
Providing 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.
• Launched packaging subsidy worth up to £2.5 million in the UK, France, Italy and Belgium, to
support restaurant partners in procuring sustainable packaging.
• Partnered with Enterprise Nation in the UK to develop a restaurant training programme on
sustainability and productivity issues.
• Published our ‘Share of Stomach’ Report showing merchants key sustainability trends and
how they can meet consumer demand for more sustainable products through data-driven
insights.
• Developed a ‘Meal Model’ that estimates the emissions from food sold via the Deliveroo platform.
We hope to share this with merchants so they can understand their own environmental
footprints better.
• Continuing to support restaurant partners to
transition to sustainable packaging through
our financial incentive programme.
• Working with merchants to explore
their emissions ‘hot-spots’ with our new
meal model.
• Expanding our packaging store to the UAE,
offering sustainable lines to more merchants.
8. Decent Work and
Economic Growth
10. Inequalities
9. Infrastructure
Onboarded
35,000
merchants
Pillar 3 – Riding and thriving
Giving people the
flexible work they value
alongside the security
they deserve, as well as
attractive earning and
learning opportunities.
• Provided quality, flexible work to around 150,000 riders.
• Signed a first-of-a-kind Voluntary Partnership Agreement with GMB providing riders with
consultation rights on benefits and collective bargaining on a guaranteed minimum pay floor.
• Engaged with regulators in Singapore as part of their platform economy reforms.
• Partnered with City and Guilds to launch a training scheme for riders aiming to provide more
vocational training opportunities in the UK, developed vocational training courses for riders in
Hong Kong, and sponsored over 80 scholarships in Italy.
• Advocated for regulation that protects the flexibility that riders value.
• Completed trials allowing riders to purchase a brand new e-bike with a financial subsidy in the
UK and Italy.
• Continuing to develop our union partnerships
to deliver better outcomes for our riders.
• Using the learnings from our e-bike subsidy
to explore how to incentivise more riders to
transition to e-bikes.
• Continuing engagement with the EU Council
and Parliament as the Platform Work Directive
progresses.
5. Gender Equality
10. Inequalities
83%
Rider satisfaction in Q4 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
32 deliveroo plc Annual Report 2022
UN Sustainable Development Goal
2022 highlights Priorities Direct impact Indirect impact
Pillar 1 – Reaching net zero and reducing waste
Reducing our own
direct emissions while
supporting merchants
and consumers
to reduce their
emissions and food and
packaging waste.
• Committed to a global net zero target of 2035 across our Scope 1 and 2 emissions.
• Launched a recycling programme with Olleco in the UK to turn used cooking oil into energy.
• Partnered with Waste and Resources Action Programme (‘WRAP’), a leading NGO on food waste,
to explore how we can reduce waste, from our own operations and that of our merchants.
• Published our first TCFD Report (see page 68).
• Taking action against our emissions reduction
target in the PSP building on our procurement
of green energy in 2022.
• Reducing waste in our own operations, e.g. at
Hop sites.
• Developing our Scope 3 baseline in more detail.
12. Sustainable
Consumption
13. Climate Action
Over
270,000
Litres of cooking oil recycled in 2022
Pillar 2 – Supporting merchants to grow and be more sustainable
Providing 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.
• Launched packaging subsidy worth up to £2.5 million in the UK, France, Italy and Belgium, to
support restaurant partners in procuring sustainable packaging.
• Partnered with Enterprise Nation in the UK to develop a restaurant training programme on
sustainability and productivity issues.
• Published our ‘Share of Stomach’ Report showing merchants key sustainability trends and
how they can meet consumer demand for more sustainable products through data-driven
insights.
• Developed a ‘Meal Model’ that estimates the emissions from food sold via the Deliveroo platform.
We hope to share this with merchants so they can understand their own environmental
footprints better.
• Continuing to support restaurant partners to
transition to sustainable packaging through
our financial incentive programme.
• Working with merchants to explore
their emissions ‘hot-spots’ with our new
meal model.
• Expanding our packaging store to the UAE,
offering sustainable lines to more merchants.
8. Decent Work and
Economic Growth
10. Inequalities
9. Infrastructure
Onboarded
35,000
merchants
Pillar 3 – Riding and thriving
Giving people the
flexible work they value
alongside the security
they deserve, as well as
attractive earning and
learning opportunities.
• Provided quality, flexible work to around 150,000 riders.
• Signed a first-of-a-kind Voluntary Partnership Agreement with GMB providing riders with
consultation rights on benefits and collective bargaining on a guaranteed minimum pay floor.
• Engaged with regulators in Singapore as part of their platform economy reforms.
• Partnered with City and Guilds to launch a training scheme for riders aiming to provide more
vocational training opportunities in the UK, developed vocational training courses for riders in
Hong Kong, and sponsored over 80 scholarships in Italy.
• Advocated for regulation that protects the flexibility that riders value.
• Completed trials allowing riders to purchase a brand new e-bike with a financial subsidy in the
UK and Italy.
• Continuing to develop our union partnerships
to deliver better outcomes for our riders.
• Using the learnings from our e-bike subsidy
to explore how to incentivise more riders to
transition to e-bikes.
• Continuing engagement with the EU Council
and Parliament as the Platform Work Directive
progresses.
5. Gender Equality
10. Inequalities
83%
Rider satisfaction in Q4 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
33Annual Report 2022 deliveroo plc
Sustainability review continued
UN Sustainable Development Goal
2022 highlights Priorities Direct impact Indirect impact
Pillar 4 – Enabling healthier eating
Giving our consumers
the best selection,
availability and value in
healthier choices, as well
as the tools to help them
make informed decisions
about what to order.
• Completed the BiteBack 2030 Food Accelerator, a programme enabling businesses to connect
with young people to explore what changes we can make to improve young people’s access
to healthier food choices.
• Launched a series of healthy eating trials with KFC in the UK, testing the effect of in-app
changes on consumer behaviour and learning how we can best support consumers to make
healthier choices.
• Launched a vegan tile to make it easier for consumers to find healthy, vegan meals.
• Gave restaurants the ability to add dietary information at item level to help consumers with
lifestyle and dietary preferences find suitable options more easily.
• Using the learnings of our trial with KFC
to understand what works in supporting
consumers to make healthier choices.
• Progressing our work to achieve a simple-to-
use definition of ‘healthy’.
12. Sustainable
Consumption
1,200
Vegan sites
Pillar 5 – Tackling food insecurity in our communities
Establishing the right
partnerships in our
communities to help
tackle food insecurity.
• Through our in-app round up feature, consumers have donated over £2 million to our charity
partners globally.
• Facilitated employee volunteering events at our charity partners, with over 500 employees
taking part.
• Launched a partnership with Too Good To Go at Hop sites in the UK to discount surplus food.
• Engaging more consumers in our food
insecurity mission so that a greater number
donate via our in-app round up feature.
• Exploring new partnerships with food waste
and food redistribution platforms to maximise
our impact.
8. Decent Work and
Economic Growth
Sold over
4,000
magic bags through Too Good To Go
Pillar 6 – Building a diverse and inclusive company and marketplace
Creating a team of
diverse talents where
everyone feels at home
within Deliveroo, while
supporting diversity,
equity and inclusion
across our marketplace.
• Became a flagship sponsor of Black Tech Fest, the largest gathering of Black tech talent
in Europe.
• Developed female-friendly rider kit.
• Grew from four to five employee resource groups.
• Delivering on our gender representation
PSP target.
• Growing in priority areas like disability
inclusion, introducing policies and
interventions to be more responsive to those
living with disabilities.
• Developing our self-ID programme to cover
more markets and broader personal
characteristics like care-giver status.
5. Gender Equality
10. Inequalities
44%
Level 7+ representation of
women target
1. Intro and first year in review continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
34 deliveroo plc Annual Report 2022
UN Sustainable Development Goal
2022 highlights Priorities Direct impact Indirect impact
Pillar 4 – Enabling healthier eating
Giving our consumers
the best selection,
availability and value in
healthier choices, as well
as the tools to help them
make informed decisions
about what to order.
• Completed the BiteBack 2030 Food Accelerator, a programme enabling businesses to connect
with young people to explore what changes we can make to improve young people’s access
to healthier food choices.
• Launched a series of healthy eating trials with KFC in the UK, testing the effect of in-app
changes on consumer behaviour and learning how we can best support consumers to make
healthier choices.
• Launched a vegan tile to make it easier for consumers to find healthy, vegan meals.
• Gave restaurants the ability to add dietary information at item level to help consumers with
lifestyle and dietary preferences find suitable options more easily.
• Using the learnings of our trial with KFC
to understand what works in supporting
consumers to make healthier choices.
• Progressing our work to achieve a simple-to-
use definition of ‘healthy’.
12. Sustainable
Consumption
1,200
Vegan sites
Pillar 5 – Tackling food insecurity in our communities
Establishing the right
partnerships in our
communities to help
tackle food insecurity.
• Through our in-app round up feature, consumers have donated over £2 million to our charity
partners globally.
• Facilitated employee volunteering events at our charity partners, with over 500 employees
taking part.
• Launched a partnership with Too Good To Go at Hop sites in the UK to discount surplus food.
• Engaging more consumers in our food
insecurity mission so that a greater number
donate via our in-app round up feature.
• Exploring new partnerships with food waste
and food redistribution platforms to maximise
our impact.
8. Decent Work and
Economic Growth
Sold over
4,000
magic bags through Too Good To Go
Pillar 6 – Building a diverse and inclusive company and marketplace
Creating a team of
diverse talents where
everyone feels at home
within Deliveroo, while
supporting diversity,
equity and inclusion
across our marketplace.
• Became a flagship sponsor of Black Tech Fest, the largest gathering of Black tech talent
in Europe.
• Developed female-friendly rider kit.
• Grew from four to five employee resource groups.
• Delivering on our gender representation
PSP target.
• Growing in priority areas like disability
inclusion, introducing policies and
interventions to be more responsive to those
living with disabilities.
• Developing our self-ID programme to cover
more markets and broader personal
characteristics like care-giver status.
5. Gender Equality
10. Inequalities
44%
Level 7+ representation of
women target
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
35Annual Report 2022 deliveroo plc
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
Sustainability review continued
1. Intro and first year in review
continued
While we should rightly be proud of our progress, it is also
appropriate to set out where progress has been slower than
we would have liked.
The first area to call out is progress on our Scope 3 modelling,
which isn’t finished yet. This was due to the complexity involved
in assessing the emissions within Deliveroo’s operational
boundary and delays in appointing a permanent individual
responsible for our sustainability strategy. While we have
some good preliminary figures, we did not want to rush out a
disclosure until we were completely happy with it.
The other area where we would like to have achieved more is
in developing definitions of ‘healthy’. There has been limited
Government and industry support to explore alternatives
to the Nutrient Profile Model which is too complex for many
of our restaurant partners to use. Having a simple-to-use
methodology of scoring healthy meals would help us direct
consumers to healthy choices more easily. We will continue to
work in 2023 on a simpler definition.
2. Updating our materiality assessment
As we set out last year, the pillars of our sustainability strategy
were shaped by a materiality assessment of what mattered
most to us as a company, what mattered most to our diverse
range of stakeholders, and where Deliveroo action could have
the most positive impact. We did this to ensure that our focus
areas were the right ones, and that we were prioritising our
resources effectively.
However, we all know we live in a complicated world and that
things can change. That is why we consider our materiality
assessment to be as dynamic as the needs and wants of our
stakeholders.
During the year, we have revisited our materiality assessment
in order to refine our understanding of what our stakeholders
care about and to consider where we can make positive,
measurable differences based on what has gone well, and not
so well, over 2022.
As a result of our updated materiality assessment we have:
• decided to reframe the fifth pillar – ‘Support communities
to help vulnerable groups’ – to make it more focused on
our responsibility to help tackle food insecurity in our
local communities. It will now be called ‘Tackling food
insecurity in our communities’. We did this because of the
importance that the Board, Deliveroo employees and our
consumers place on taking positive action to address
hunger in our communities – especially in light of uncertain
macroeconomic conditions across Deliveroo’s markets this
year; and
• continued our action under the five other pillars. We think
the priorities under these pillars remain, and our work will
continue to deliver a positive difference for all sides of
the marketplace.
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
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
36 deliveroo plc Annual Report 2022
Stakeholder Why do they matter? How do we engage them? Top sustainability priorities
Consumers Our business exists to bring great
food to consumers.
As consumers’ preferences
and attitudes to sustainability
change, so does the way we
operate as a business.
• Consumer insights research,
e.g. interviews with
consumers and in-app trials
of new features.
• Regular in-app feedback
opportunities.
• Engagement with our
care team.
• Food insecurity.
• Reducing food waste.
• A business that can provide
good work to its riders and
merchants.
Riders
Riders are a vital part of our
marketplace.
We need to optimise our value
proposition to attract riders to
work with Deliveroo.
• Rider engagement events.
• Rider surveys, e.g. our global
rider survey and smaller
focus groups.
• A flexible work opportunity
with good earning
opportunities and benefits.
• Professional development.
• A community of riders.
Merchants
Merchants work with Deliveroo to
drive incremental profit and build
an emotional connection with
consumers.
• Merchant insight research.
• Merchant feedback.
• Merchant surveys.
• Reducing food waste.
• Access to sustainable
packaging.
• Electric vehicle transition
to limit the extent of
delivery emissions falling
in a merchants’ Scope 3
boundaries.
Shareholders
We need to provide investors
with the information they need to
support their own ESG objectives.
• Annual General Meeting.
• Bilateral meetings.
• Investor surveys.
• Anything that could materially
affect financial value.
• Reduction in emissions.
National
Governments
We always operate within the
legal framework of our 10
markets. Because we work with
large parts of the hospitality
sector, we often provide
Governments with support and
insight into how the hospitality
sector sees future regulation.
• Consultation responses.
• Working with trade
associations.
• Broad – interest across all our
priorities.
Local
Governments
We work with local Governments
to support their local
communities, the wellbeing of
riders on high streets, and the
development of new sites to
boost the local economy and
to minimise the impact of our
operations on communities.
• Consultations.
• Local engagement events.
• Food insecurity.
• Supporting local businesses
and riders.
• Supporting the electrification
of the delivery fleet to
contribute to clean air goals.
Local
communities
Deliveroo is a hyperlocal business
connecting consumers, riders
and merchants who often live
and work in the same area.
• Supporting local charities. • Food insecurity.
• Connection to local
restaurants.
• A company that provides fair
work to its riders.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
37Annual Report 2022 deliveroo plc
Deep dives
As detailed above in our year in review, we continue to drive
progress across our six sustainability strategy pillars. This year
we wanted to deep dive on the key progress under three of
our pillars: reaching net zero and reducing waste; tackling food
insecurity in our communities; and riding and thriving. These
deep dives are the areas where we have made significant
progress in the past year and which rank as relatively higher in
our materiality assessments.
Deep dive 1
Tackling food insecurity in
our communities
A key issue for the communities we work in is tackling food
insecurity. It is also an area where we can make a difference
as part of our mission to become the definitive online food
company. That is why we have chosen to elevate food
insecurity as the core mission under this pillar and to rename
it as ‘Tackling food insecurity in our communities’. This will
help give focus to our work and allow us to more effectively
galvanise the three sides of the marketplace, and our
employees, around positive action to address hunger.
But why food insecurity specifically?
In the UK, in September 2022, the Food Foundation reported
that 9.7 million adults (18.4% of households) had experienced
food insecurity
1
in the month before. It’s also an important
issue across many of our global markets. In our 2021 Annual
Report we set out that our Full Life campaign had already
delivered 1 million meals. In 2022, thanks to the generosity of
over a million consumers globally, we received over £2 million
in donations from consumers via our in-app round up donation
feature. However, we want to go further and that’s why we plan
to build out our work on food insecurity under two themes:
Donation
Driving up donations and food redistribution from consumers,
our own operations and merchants.
• We will rollout our in-app donation feature to more markets
to support consumer donations to local charities tackling
food insecurity.
• We will continue to redistribute surplus food from our
Hop sites and merchant sites. In 2022 we established a
partnership with Too Good to Go in the UK to sell surplus food,
and we will continue to reduce waste through redistribution
this year. We will also explore how we can reduce waste from
our own Deliveroo Hop operations.
1 On the basis of answers to a survey that is in line with the US Department of
Agriculture definitions of food insecurity.
Sustainability review continued
We are extremely grateful to
Deliveroo for the support that it has
provided over the last year to the
Trussell Trust and our network of
more than 1,300 food bank centres.
Our partnership with Deliveroo has
coincided with one of the busiest
years yet for our food banks as
they have distributed millions of
emergency food parcels to people
who can’t aord essentials like
heating and food, while also battling
against rising operational costs.
The generosity of Deliveroo and its
customers has been invaluable,
helping ensure that food banks in
the Trussell Trust network are able
to support everyone who turns
to them, as well as funding wider
support programmes that help li
people out of poverty and ensure
they can aord the essentials. In
addition to raising money for the
Trussell Trust, Deliveroo sta have
donated many volunteering hours
to assist our food banks, engaged
with training to increase their
understanding of the drivers of food
bank use and helped us to reach
new audiences through their social
media and marketing channels – all
of which is helping us to achieve our
strategic goal of changing minds.
Emma Revie
Chief Executive Officer, the Trussell Trust
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
38 deliveroo plc Annual Report 2022
• We will take the principles of our successful partnership with
the Trussell Trust in the UK, Secours Populaire in France, Red
Cross in Italy and Emirates Red Crescent in the UAE and apply
them to markets where we don’t have a key charity partner
focused on food insecurity.
• We will aim to increase the number of employees
volunteering in their communities to help tackle food
insecurity and support our wider strategy.
Innovation
Investigating how we can innovate to create more permanent
changes to food insecurity issues in our markets, particularly
how we can leverage our tech expertise and real estate to
support communities.
• Developing this activity is likely to take longer to plan
and deliver, but could involve tech solutions to scale
redistribution efforts, use of Hop or Editions sites as food
banks or pop-up kitchens, as well as ideas to engage our
riders in support of reducing food insecurity.
Deep dive 2
Net zero and reducing waste
This year we are proud to set out our commitment to achieving
net zero in our own direct emissions. Since our last Annual
Report, COP27 has highlighted the role businesses can play in
the net zero transition and the importance of taking action
on emissions.
We will reach net zero across our Scope 1 and 2
emissions by 2035.
We wanted to be ambitious and pragmatic when setting
our net zero targets. We have set our Scope 1 and 2 targets
informed by the following:
• we are a business in a sector with high growth potential –
that means we’re likely to be delivering more orders, and
so will mean a greater volume of absolute emissions (e.g.
more gas for cooking being used at Editions kitchens) in
the short-term, even if the intensity of our emissions per
order changes;
• Scope 1 and 2 emissions reduction targets have a
dependency on the availability of green energy sources
across our global estate. We have already started on
our journey to increase green energy in our estate with
procurement of renewable electricity in our UK Editions sites;
• by 2035, the UK, which makes up c. 34% of our total Scope
1 and 2 emissions, should have a decarbonised electricity
network based on agreed government policy – as should
many other markets in which we operate. This means we
can have greater confidence in the availability of green
electricity in our most intensive market, making the 2035
target achievable; and
• a 2035 target also gives the business time to implement the
necessary changes in efficiency of kitchen and grocery sites
where reductions like efficient cooking and refrigeration will
be necessary to reduce absolute consumption.
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. business mileage
We set the target on the basis of an updated understanding of
Deliveroo’s emissions baseline, explored on pages 42 and 43
later in this section. The most emissions-intensive part of our
operation is running Editions kitchens, followed by our offices
and Hop sites. In partnership with external experts we are
developing a more granular understanding of the policy levers
we have to reduce our emissions and their relative impacts.
This work will inform how we can meet our commitments.
Scope 3
We are still in the process of baselining our Scope 3 emissions.
We have worked throughout the year to develop a more
detailed understanding but the calculation process has
proved challenging. We will continue to develop this analysis
and will report our emissions baseline next year. Once we have
established a robust emissions baseline we will be in a better
position to set a net zero target for our wider Scope 3 operations.
To support our merchants in reducing their own emissions, we
have also developed an innovative ‘meal model’ that estimates
the emissions associated with different meals on the Deliveroo
platform. We hope to work with merchants and use the model
to help them understand their own emissions ‘hot spots’.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
39Annual Report 2022 deliveroo plc
Matteo’s Cucina Italiana packaging
Matteo’s Cucina Italiana uses Deliveroo’s eco-friendly
packaging for deliveries, and was a recipient of our
eco-friendly packaging subsidy. “Deliveroo provides
eco-friendly packaging, and we buy it. This makes it
easy for us to do our bit. It’s great to be able to help
while running our business day-to-day.”
The London-based restaurant partnered with Deliveroo
when it opened its first site in February 2022. Since
then, it has expanded and opened a second site.
“I decided to open a dark kitchen to improve what I was
doing already.”
“We are a young business. This year, we’ll be focusing on
learning more about our customers and what they want.”
Deliveroo has been very helpful
to my growing business and has
supported my growth. It has
pushed my restaurant to success.
Matteo’s Cucina Italiana
Sustainability review continued
Deep dives continued
Deep dive 3
Riding and thriving
What riders are telling us
Riders tell us that flexibility – the ability to log in whenever
they want and accept or reject any order they want without
consequence – is the main reason they work with Deliveroo.
We make sure that flexibility goes hand-in-hand with attractive
earning opportunities. Deliveroo was also among the first
platforms to offer all riders globally automatic free accident,
injury and third-party liability insurance to protect them while
out on the road.
Number of riders Deliveroo works with globally
Around
150,000
Number of riders that are either satisfied
or very satisfied working with Deliveroo
83%
In 2022, we developed a first of a kind trade union relationship,
launched new learning and development opportunities and
engaged regulators to protect the flexibility riders value.
Strengthening rider voice
• We signed a first-of-a-kind voluntary partnership with GMB.
This establishes a commitment to a minimum pay floor,
representation rights for riders and consultation with GMB
on wider rider benefits. We are working together with GMB
to understand rider priorities and further the best interests
of riders.
• We responded to rider feedback about operating in the heat
in Dubai; we set up Deliveroo cooling vans where riders can
make a pit stop to grab refreshments and developed new
cooling vests to lower body temperatures.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
40 deliveroo plc Annual Report 2022
Training support
• In the UK, we established a City and Guilds training
partnership recognising that what riders want is an
understanding of possible career paths, more vocational
training and a route into industry.
• In Hong Kong, we have partnered with VTC (Vocational
Training Council) to provide a variety of upskilling
programmes for riders including vehicle mechanics and
automotive repairs, as well as a wide set of business,
communications and marketing skills.
• In Italy, we invested over €100k to support our riders to
complete high school, university or professional courses
with more than 80 scholarships taken up.
• For the third year running, we invited riders to pitch their
business ideas as part of the ‘The Big Pitch’ competition with the
opportunity to secure funding to turn their ideas into reality. In
the UK, three riders secured funding to kickstart their businesses
and will receive ongoing business support and advice.
Engagement to protect the flexibility that riders value
• We engaged with regulators, in particular in the EU, to explain
the importance of flexibility as part of the ongoing legislative
process for the Platform Work Directive.
• We engaged with the Singapore Government on reforms to
protect the self-employed status of riders while at the same
time improving access to wider benefits such as insurance.
GMB is pleased to have entered
into an agreement with Deliveroo
that gives riders a voice and the
ability to constructively raise issues.
Since the signing of the agreement,
we have already taken steps to
achieve long-term improvements for
riders. The agreement with Deliveroo
is already showing its worth and
we look forward to working with
the Company to further enhance
the rider proposition.
Andy Prendergast
National Officer, GMB
Winning The Big Pitch was a huge
milestone for our new business,
Catherine’s Originals, enabling us to
take a huge step towards getting our
own chocolate factory!
Catherine’s Originals
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
41Annual Report 2022 deliveroo plc
Sustainability review continued
Responsible business conduct
At Deliveroo we are committed to conducting business in
accordance with our values and to act with integrity.
We are committed to countering all forms of bribery
and corruption and work hard to prevent and mitigate
corruption risk.
Our Anti-Bribery and Corruption Policy 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.
We have procedures in place to address risks associated
with working with third parties and in FY2022 we continued
to rollout our Business Partner Code of Conduct. The Code is
embedded within the procurement process, so suppliers are
required to acknowledge and factor in its requirements before
engaging with us. Also, through our whistleblowing platform we
receive and investigate suspected wrongdoing or misconduct
either by our employees or third parties.
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 44. We are
committed to the prevention of abuse, and work proactively
to exclude instances of forced labour, human trafficking
and child labour from occurring within our business and our
supply chain. During FY2022 we have worked to consolidate
and strengthen the foundation we put in place to tackle this
issue by embedding our policies, training and due diligence
procedures across our operations. 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.
SECR disclosure
In line with UK Government’s Streamlined Energy and Carbon
Reporting (‘SECR’) legislation, we have calculated total operational
energy and associated greenhouse gas (‘GHG’) emissions
across the Deliveroo plc global portfolio for the year ended
31 December 2022.
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. 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 2022, 48% of our total energy
consumption (from Scope 1 and 2 sources) was UK based with
52% being non-UK based. In 2022, the UK accounted for 34%
of location-based emissions. The increase in our Scope 1 and
2 emissions on an absolute basis is largely due to an increase
in the number of Editions sites that Deliveroo operates. 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
Editions kitchens.
In 2022, Deliveroo plc total global Scope 1 and 2 emissions were
calculated at 13,160 tCO
2
e (2021: 5,684 tCO
2
e) on a location
basis. Data collected by the Group was analysed by our
external consultants CBRE Global Workplace Solutions, based
on 55% verifiable data and 45% 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.
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. The Group
will continue to engage with suppliers and landlords to obtain
increased data for its 2023 reporting.
The table opposite sets out data for the year-end 31 December
2022 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.
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 the combination of the UK Department of Business,
Energy and Industrial Strategy (greenhouse gas reporting:
conversion factors for 2022) and the International Energy
Agency (‘IEA’) for the 2021 year.
• 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. No
other emissions sources were identified as applicable.
• Where data was collected, pro rata calculation methods
were used. Where these were cost only, average country
electricity cost/kWh to back calculate kWh was used.
• 45% of our data set is based on estimated data. Estimates
are calculated from previous consumption and published
CIBSE Guide F (2012) benchmarks as detailed in this report.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
42 deliveroo plc Annual Report 2022
• Scope 2 emissions have been calculated using both a
location-based and a market-based methodology – using
2022 conversion factors by the Department for Environment,
Food and Rural Affairs for the UK and IEA for Rest of the World
factors. These different methodologies reflect the intensity
of the grid overall (location-based) and Deliveroo’s own
energy procurement practices (market-based), hence the
lower market-based figure as Deliveroo has some green
energy contracts in place.
• The primary metrics that Deliveroo plc uses for normalisation
of inter-office and annual comparison are revenue (£m) and
number of orders. These have been applied for the emissions
comparison above. Normalising our emissions allows for
more effective year-on-year comparison. We have chosen
to report against two metrics: total number of orders as well
as £million revenue. Intensity metrics have been chosen that
reflect the growing nature of the Group’s activities and allow
comparison within the food delivery industry, and with other
industries. Revenue is considered the simplest metric to
allow comparison across industries, and orders as the best
way to consider energy usage in relation to growing activity.
The analysis demonstrates which sites across our estate
we need to target to have the most impact on our direct
emissions and we will consider the investment case for
taking action on various energy procurement and efficiency
approaches. In the first instance this is likely to include
renewable energy procurement but we will also consider
better use of existing gas technology in Editions kitchens,
induction cooking at Editions sites, more efficient refrigeration
across the estate and the case for installing green energy
generation in our Editions sites. We have engaged Avison
Young to help us develop a long-list of options for improving
the energy efficiency of our estate. In the medium term, as
detailed on page 74, we have set a target of a 15% reduction
in our market-based Scope 1 and 2 emissions as part of the
executive PSP.
Energy efficiency measures
In 2021 we set out that we would consider what building
improvements and wider energy saving measures could
be included in our wider decarbonisation plans. Over the
year we have:
• started to install separate gas, electricity and water
meters in each of our individual Editions kitchens in the UK
and France. This will allow us to better understand which
kitchens in our Editions sites are the most energy intensive
and work with merchants to reduce those; and
• set a PSP target of 15% reduction in our Scope 1 and 2
emissions. Part of this reduction may include procurement
of renewable energy sources and we will investigate how
best to achieve this target over the next year.
We have also investigated and discounted some energy
efficiency measures throughout the year. For example, we
considered the installation of solar panels in a French Editions
site but unfortunately the length of our lease meant that the
investment was not viable. We will continue to scope and
assess new options.
In 2023, we will participate in the UK Government’s Energy
Savings and Opportunities Scheme where an external auditor
will assess our estate and make recommendations on where
we can improve. We will use the results of that audit report to
help guide our future action.
Streamlined Energy and Carbon Reporting (‘SECR’)
As at December 2022 As at December 2021
GHG Protocol Global UK and offshore area Global UK and offshore area
Scope 1 – tCO
2
e emissions 4,203 2,441 2,193 1,690
Scope 2 – tCO
2
e emissions (location) 8,957 2,035 3,491 1,165
Scope 2 – tCO
2
e emissions (market) 7,815 893
Total Scope 1 and 2 (location) 13,160 4,476 5,684 2,855
Total Scope 1 and 2 (market) 12,018 3,334 5,684 2,855
Scope 1 – natural gas 23,043MWh/4,203tCO
2
e 13,373MWh/2,441tCO
2
e 11,967MWh/2,193tCO
2
e 9,218MWh/1,690tCO
2
e
Scope 2 – electricity (location) 27,113MWh/8,957tCO
2
e 10,521MWh/2,035tCO
2
e 9,775MWh/3,491tCO
2
e 5,477MWh/1,167tCO
2
e
Scope 2 – electricity (market) 27,113MWh/7,815tCO
2
e 10,521MWh/893tCO
2
e 9,775MWh/3,490tCO
2
e 5,477MWh/1,167tCO
2
e
Scope 1 – MWh consumption 23,043MWh 13,373MWh 11,967MWh 9,218MWh
Scope 2 – MWh consumption 27,113MWh 10,521MWh 9,775MWh 5,477MWh
Total MWh consumption 50,156MWh 23,894MWh 21,742MWh 14,695MWh
Intensity ratio (location basis)
– tCO
2
e/100,000 orders
4.25 2.83 1.87 2.03
Intensity ratio (location basis)
– tCO
2
e/£m revenue
6.45 4.00 3.05 3.05
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
43Annual Report 2022 deliveroo plc
People
Making an impact
Deliveroo as an employer
At Deliveroo, we offer an exciting environment in which to
build a career, where individuals can leave their mark on our
business as we scale. Our employees work alongside talented
colleagues in an inclusive environment, which provides
them with the opportunity to be part of something bigger
through the impact we make together in our marketplace
and communities.
Specifically, our employee proposition is as follows:
Grow fast
We offer the same growth opportunity to our people
that we experience daily as a business, namely a fast-
paced, dynamic culture where our people can stretch
themselves and broaden their experiences, while working
with brilliant colleagues in collaborative, supportive
teams. In 2022, we continued to grow our learning and
development offering, including global Manager and
Commercial Development programmes, mentoring and
coaching initiatives, and targeted programmes for future
leaders, with a specific initiative for future women leaders.
Our digital learning platform, ‘RooLearn’, has also been
relaunched with self-serve content for all employees.
Leave your mark
Although we have grown quickly, there are large parts of
our business which are still in the early or build phases.
This means we innovate and solve problems at speed, and
the problems we are looking to solve are distinctive and
challenging. People in all roles and at all levels of Deliveroo
have the opportunity to make a tangible impact on the
business and our success.
Be part of something bigger
We offer employees the opportunity to define an
emerging industry, and also to make a positive impact in
the communities within the three-sided marketplace. We
invite employees to spend time within our marketplace,
for example delivering orders, supporting customer care,
listening to consumer feedback, or visiting a Hop or an
Editions site.
In order to tell our employee value proposition story in a
compelling and consistent manner, we are currently developing
our employer brand. This will include a visual identity and
assets for use across talent attraction touchpoints.
Our proposition is underpinned by our values. They are integral
to our performance review process and are tracked through
our monthly employee engagement survey. In 2022 we
defined our organisational culture framework as a Company
for the first time, considering parameters such as mindset,
decision-making, behaviours and personal style. A diagnostic
exercise was conducted against the framework, comprising
conversations across the business about experiences of our
culture, and a dedicated culture survey, the findings of which
were shared with the Board and used to inform our people
priorities for 2023. The findings also fed into a project to define
a refreshed set of Company values, which were taken out
to employees for employee testing and have been refined
in anticipation of launch in 2023. We will be able to share our
progress in next year’s Annual Report.
Employee volunteering
We partner with a number of charities across our markets –
from working with the Red Cross in Italy to supporting Secours
Populaire in France, Food From The Heart in Singapore, Feeding
HK in Hong Kong, Emirates Red Crescent in the UAE, and The
Felix Project and the Trussell Trust in the UK. Additionally, all
employees receive a paid day annually to volunteer with a
charity of their choice.
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 employees 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 new bricks and mortar restaurant, Pizza Paradiso, in
North London.
People in all roles and at all
levels have the opportunity
to make a tangible impact
at Deliveroo.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
44 deliveroo plc Annual Report 2022
Our approach to
employee engagement
Our people are critical to our continued success, and so
providing employees with the opportunity to give and receive
feedback about their experiences at Deliveroo is an essential
way that we can foster a positive culture and continue to
improve employee experiences here. A key channel that we
use for this is our employee engagement survey platform,
which provides a fully confidential and regular means for
employees to share feedback. Through the survey platform,
Peakon, we seek feedback from employees on a monthly
basis, as well as at other key stages of their employee journey
(such as onboarding and exits). Each month Peakon calculates
an overall engagement score, which measures employee
sentiment across four engagement areas: ‘belief (in product)’,
‘satisfaction (in job)’, ‘loyalty (to Deliveroo)’ and ‘employee net
promoter score (‘eNPS’)’. We track our engagement scores over
time and against a benchmark for comparable companies.
Our score has increased from 7.5 in December 2020 to 7.8 in
December 2022, peaking at 8.1 in December 2021. Analysis
suggests that the driver for the decline since last year relates
to the external environment our employees are currently living
in – more challenging economic times impact engagement and
the level of support employees need.
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 and with the Employee Non-Executive Director (the
‘Employee NED’), and summary results are shared Company-
wide on a quarterly basis, along with insights into any action
taking place as a result of employee feedback.
In 2022 we launched a range of Company-wide initiatives in
response to employee survey feedback. Examples included
the launch of People Manager training (with around 400 People
Managers globally completing the three-day training this
year), mental health first-aider training, personal development
plans, and the ‘Accelerate’ leadership programme for women.
We will continue to take action to support our long-term
focus areas as well as prioritising regular and effective
communication with our employees regarding our Company
strategy and goals, including how our response to the current
economic backdrop.
We also hold regular monthly Company-wide meetings led
by Will, our CEO, or another member of the Executive Team
depending on the nature of the topic covered. It is a great
channel to make important announcements as well as an
excellent forum for questions and thoughts from employees
around the world. We have found that a regular and open
discussion like this helps employees understand the business
better, no matter what function or market they are in.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
45Annual Report 2022 deliveroo plc
People continued
Diversity, equity and inclusion
at Deliveroo
At Deliveroo, we are on a mission to transform the way the
world eats by making food more convenient and accessible.
We believe that food has the power to bring people together
into a community, and that a diverse workforce, inclusive
culture and equitable experience can unleash the human
ingenuity needed to sustain and grow our business.
Having a fundamental understanding of the communities we
serve is integral to Deliveroo’s mission. In 2022 a newly-formed
Diversity, Equity and Inclusion (‘DE&I’) team came together to
continue in the foundations and commitments set in 2021, with
a focus on building an inviting culture that holds people at its
core and impacts journeys across our workforce, workplace
and the marketplace.
Increasing investments and scaling accountability
The DE&I team, in partnership with teams across our business,
realised over a dozen key initiatives across our workforce,
workplace and marketplace. As they launched, we closely
monitored the experience of our employees across measures
like diversity and belonging. Over the course of 2022, these
programmes underscored a Company-wide commitment
to accountability and investment in embedding DE&I into
everything we do, discussed in more detail below.
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, to equip leaders with the tools to clearly connect DE&I
to business goals.
Our Board remains committed to supporting the efforts of the
Executive Team on DE&I matters. Outside of regular updates on
Company progress and recurring engagements between the
Global Director of DE&I, Busi Sizani, and the Board’s Employee
NED, Dominique Reiniche, the Board continues to reflect
transparency and diversity principles in its own succession
planning and decision-making. Further information on this is
set out in the Governance Report on page 77.
Employee resource groups
Our award-winning employee resource groups (‘ERGs’)
continue to play a big role in our journey towards a more
inviting workplace. We grew from four main ERGs to five in
2022: Gender Equity, Women in Tech, Racial Equity, LGBTQ+
(Deloveroo) and Wellbeing. Our affinity groups, or less formal
groups, have also grown and now include Black in Roo, Disability
+ Neurodiversity, and Parents, among others. A record number
of events were organised by these groups in 2022 in relation to
key cultural moments like Pride, Women’s History Month, Black
History Month, Diwali, Hanukkah and Lunar New Year aimed at
increasing visibility and understanding of lived experience.
Beyond empowering new ERGs and affinity groups our
investments included:
• providing opportunities for ERG-led developments such
as conference attendance and access to resources via
Grocery Aid and other partners;
• enabling existing ERGs like Gender Equity and LGBTQ+
(Deloveroo) to play a more active role in shaping Company
policies around employee safety and wellbeing;
• becoming a first-time flagship sponsor of Black Tech Fest,
the largest gathering of Black tech talent in Europe, where we
made hundreds of new connections with phenomenal talent;
Gender diversity (as at 31 December 2022)
Gender split of
Directors (of plc)
Gender split of Senior Managers
(excluding CEO and CFO)
Gender split of all employees
of the Group (excluding
Directors of plc)
Women – 43%
Men – 57%
Directors
(of plc)
7
Women – 39%
Men – 61%
Senior
Managers
126
Women – 40%
Men – 60%
Employees
4,046
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
46 deliveroo plc Annual Report 2022
Increasing our understanding of diversity
Our global voluntary self-ID programme was a great success
in 2022, as we saw a steady increase in the percentage of
employees who voluntarily shared one or more dimensions of
diversity. While the geographic spread of employees across
our markets influenced what demographic data was disclosed,
a global picture of our makeup in brand new dimensions like
race, ethnicity, gender identity and sexual orientation was
revealed. These insights help our team diagnose potential risk
areas, refine our focus and identify new opportunity areas for
inclusion. We will continue to encourage additional voluntary
disclosure as we progress.
Evolving how we approach gender equity
2022 kick-started a multi-year action plan aimed at promoting
gender equity within Deliveroo and addressing our gender
pay gap across recruitment, compensation, benefits and
development. Within a year, we made great gains against
our commitments, particularly in moving closer towards our
Level 7+ representation of women targets for 2025 across
tech and non-tech: 33% and 50% respectively. Further, our
tailored leadership programme for women in mid-level roles
was relaunched in 2022, with 36% of women in mid-level roles
successfully completing the programme.
We are proud of the foundation we have set in bringing
balance to our employee experience for women, and with
our Executive Team engaged and invested in holding us
accountable, we look ahead to adjusting our action plan for
even stronger impact in the next year. We continue to remain
committed to reporting our gender pay gap in all markets
where it is required.
Gender equity work has affirmed that diversity is inherently
multi-dimensional, and exposed opportunities for more equity
and inclusion across multiple identities and experiences. In
2023, our equity intervention work will expand to include race/
ethnicity, sexual orientation, age and disability, propelling us
towards the same mission of a more equitable, connected
community for all.
• hosting prominent speakers such as Sophia Thakur, Yasmine
Benoit and Olivia Higgs who covered topics like empowering
Black talent, navigating coming out as LGBTQ+, and more;
• promoting and celebrating the external impact our ERGs
made, like forming a mentorship programme for Black youth
together with BelEve; sponsoring Pride in Education; and
being awarded the 2022 Diva Award for LGBTQI Network of
the Year; and
• launching our ‘Seat At Our Table’ video series, an intimate
look into the experiences of the different communities at
Deliveroo that debuted with Black in Roo.
Targeted equity and inclusion interventions
The DE&I team worked on improving inclusivity for some of our
marginalised employees within their local communities.
• Together with stakeholders across Deliveroo and our
LGBTQ+ (Deloveroo) ERG, we launched a global LGBTQ+
(Deloveroo) safety and inclusion programme aimed at
affirming Deliveroo as a safe place to work for all employees
regardless of location. Beginning with a focus in the Middle
East, the model will be rolled out across the organisation.
• Partnerships with new organisations like the UK Business
Disability Forum will help us design and scale programmes
and policies focused on disability inclusion in 2023.
• A refreshed, more expansive maternity leave policy, and
the launch of a new mentorship programme that will better
connect and upskill our women employees.
External accountability
We are a technology company at heart, and as such we have
a responsibility to support change in our industry and lead by
example. In 2021 we joined over 600 companies as a signatory
of the Tech Talent Charter, a non-profit organisation leading the
movement to address inequality in the UK tech sector, and in
2022 maintained our momentum by becoming a signatory of
the Action to Catalyze Tech Report, a new initiative to align the
tech industry around collective action for DE&I.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
47Annual Report 2022 deliveroo plc
People continued
Diversity, equity and inclusion
at Deliveroo continued
Gender pay gap stats (2021/22 report)
Mean gender pay gap
16.0%
Mean bonus gap
82.9%
Median gender pay gap
22.1%
Median bonus gap
14.7%
A continual area for improvement is the need to address the
gender pay gap and the balance of representation of women,
particularly in our Technical teams within Deliveroo. The multi-
year gender equity plan we have developed puts the right
mechanisms in place to create a more balanced workplace
for women. We have seen some promising structural changes
already, like the evolution of a mentorship programme for
women in middle management, increased salary guardrails
designed for equity in the hiring process and clear
representation targets for senior leadership. Our plan was
designed with flexibility and intersectionality in mind, so we will
revisit it annually on the road towards true gender equity.
Looking ahead
The path to an inclusive culture is gradual, and more and
more areas of impact will be revealed as we continue. In
2023, our focus will be on sustaining the progress made;
enabling a more intersectional approach to our work; and
evolving our long-term vision for DE&I within the business and
communities in mind.
Additionally, we plan to create what could eventually become a
diversity impact assessment framework, a tool that will enable
the business to design policies and programmes that work for
all, build inclusion as a core behaviour in employees through
intentional learning, evolve our self-ID program to cover more
markets and more intersectional aspects of self like care-giver
status, and outline clear adjustment and accommodation
policies in our journey towards disability inclusion. Actionable,
quantitative and qualitative data will help us achieve this, so
partnering with our People Analytics team in providing cleaner,
more accessible data will also be a priority.
Our journey has just begun, and we know it won’t be linear.
We must, and can, go further. What is important is that we
remain vigilant, responsive to the needs of our employees and
connected to Deliveroo’s passion for strong community.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
48 deliveroo plc Annual Report 2022
Supporting our people
As the world reopened in 2022, our office reopened and
distancing measures were eventually phased out in line
with local Government guidelines. We recognise that the last
couple of years have been very challenging for our colleagues,
not only in overcoming the issues of steering the business
through a very volatile environment, but also in adapting to
the ever-changing requirements and demands of hybrid
working. Having continued to observe the changing work
landscape and being impressed with how well our teams have
performed in these difficult times, we have concluded that
there are clear benefits from both increased flexibility and
in-person engagement at the office. Where practical we offer
the majority of employees the ability to work flexibly, including
working from home, with implementation across different
markets based on local conditions and requirements. The
majority of our employees enjoy being in the office at least
some of the time during regular hours to collaborate, learn and
build team spirit, but we provide them with the flexibility to
work from home to accommodate demands outside of work
as well as where it is more productive for certain tasks.
Health and wellbeing
Given the global events of 2022, we continue to provide
enhanced wellbeing support to our employees. All employees
have free access to the Headspace app, are invited to
participate in a multitude of various events during dedicated
global wellness weeks and can access free structured
counselling sessions via our Employee Assistance Programme.
In recognition of the importance of giving our people time off
to recharge and to support their mental wellbeing, in addition
to our annual leave allowance we have given employees extra
time off during the holiday period in December.
Recognising our diverse employee base and their respective
wellbeing needs, throughout the year we have helped
employees to support their own wellbeing at work. From
exercise classes to dementia prevention workshops and
sound meditations to our first ever Global Movement Challenge
spanning all our offices, we have helped colleagues to prioritise
their mental and physical health in a fun, collaborative and
inclusive way.
Building the organisation and competing for talent
Hiring talent efficiently is critical to the competitiveness of
our business and key to our path to profitability. In 2022 we
experienced unprecedented growth rates and invested
in our internal recruiting function, enabling us to recruit
efficiently and tap into new geographies and talent pools.
We successfully launched a new engineering centre in India,
which will become home to more than 200 of our technology
staff by the end of 2023, and we staffed new teams to launch
Deliveroo in Qatar. As the second half of 2022 came around, the
tailwinds we had experienced at the start of the year turned to
unforeseen economic headwinds, and despite implementing a
hiring freeze, we have recently announced that, unfortunately,
we are starting a global redundancy process that could see
around 9% of our workforce leave the Company.
Into 2023, we will continue our effort to refine our Company
operating model. We will invest in initiatives to position
Deliveroo as an employer of choice for the best talent in all
our markets, with a particular focus on engaging talent from
under-represented backgrounds to support our ambitious
representation goals. We expect the talent market to continue
to be tumultuous in 2023, and we are well positioned to
capture the opportunities (where areas of the market are
cooling) and mitigate the challenges (where top talent
becomes less mobile in an uncertain economy) this presents.
Developing our people
Beyond hiring great talent, we strive to offer development
opportunities that help create well-rounded and high-
performing employees who see Deliveroo as a great place
to build their career over the long-term and grow together
with us. To further the options available to employees within
the Company, in 2022 we launched our internal mobility
programme, which opens up interesting and diverse career
paths for those looking to challenge themselves or make a
lateral career move. As it evolves, the mobility programme will
become an integral part of increasing our structure around
individual career development, and providing clarity and
consistency on internal moves for our employees.
As a business, it’s important to us that we grow both
responsibly and sustainably. To achieve this, we recognise that
we must invest in the career success of future generations
by creating more tailored paths to meet people wherever
they are on their career journey. Our ‘Roo’ve been Served’ legal
mentoring programme in partnership with Aston University
supports young people from a wide range of backgrounds
looking to pursue a career in law, by helping them access
pathways to work at companies like ours. Mentees are paired
with a Deliveroo lawyer and, in addition to regular mentorship
sessions, get the chance to taste life in our Legal team and
experience first-hand the sorts of problems we need to solve,
as well as receive a wide range of general training.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
49Annual Report 2022 deliveroo plc
Operating and strategic review
1
1. Key developments in 2022
Path to profitability
In 2022, Deliveroo had a strong year of operational and financial
performance, even within a challenging environment. A major
achievement was reaching adjusted EBITDA profitability in H2
2022 (with £6.6 million compared to £(84.6) million in H2 2021)
– well ahead of previous guidance that we would reach
this point in H2 2023 or H1 2024. This result is an important
milestone in our journey to becoming sustainably free cash
flow generating and to reach our ambition of a 4%+ adjusted
EBITDA margin by 2026. We expect to make further progress on
profitability and cash flow in 2023.
Three factors drove the majority of this profitability
progression in 2022. First, we took steps to optimise consumer
fees, such as ensuring delivery fees appropriately reflect
delivery distance and adjusting the balance between
delivery fees and service fees. Second, we continued to drive
efficiency in our logistics network, through initiatives to further
reduce rider wait time at restaurants, to better balance supply
and demand in the network and to capture efficiencies from
order stacking without degrading the consumer experience.
Third, we made adjustments during the year to optimise
marketing spend, resulting in lower marketing expense in H2
than H1. Importantly, we continued to invest in our consumer
proposition at the same time.
Growth
Alongside making progress on profitability, we are also focused
on continuing to drive top-line growth. Coming into 2022,
we had flagged that we saw growth headwinds for the year
ahead, and these turned out to be even more challenging
than anticipated. In that context, 7% GTV growth in constant
currency was a decent outcome. Through relentless focus on
the hyperlocal consumer value proposition, we gained market
share in a number of our markets including the UK, France
and Italy; in Italy we believe that the increased strength of
our hyperlocal positions now also puts us in the number one
position nationally.
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). More detailed discussion of statutory results is contained in the Financial Review beginning on page 54.
As well as driving growth in existing markets, we expand when
we see attractive opportunities, and in 2022 we entered
Qatar. The Middle East is an attractive region for restaurant
and grocery delivery, and we have a strong presence in the
UAE and in Kuwait. Leveraging our experienced local team and
existing relationships with merchants, our Qatar entry is an
exciting opportunity. Since formally launching in October, we
have partnered with over 500 restaurants including global and
national chains and local independent restaurants, we have
onboarded over 100 riders, and consumer feedback has been
very positive, with the platform rated 4.4 out of 5 in terms of
customer satisfaction.
On-demand grocery
During 2022 we made major steps forward in improving
our grocery offering. We were one of the first platforms to
launch on-demand grocery prior to COVID-19, and we have
taken advantage of our first-mover status. Grocery offers
powerful synergies with the core platform, representing
incremental demand to the restaurant offering and providing
an effective customer acquisition channel. As a result of the
continued strengthening of our offering, grocery reached
11% of total GTV in H2 2022 (H2 2021: 9%). We now deliver from
around 8,000 partner sites in the UKI and more than 10,000 in
International. During 2022, we expanded partnerships in the
UKI with Waitrose, Sainsbury’s and Co-op and we launched with
Asda; in International, we continued to rollout with key grocery
partners such as Carrefour in France, Italy, and Belgium, Casino
in France, Esselunga in Italy and ParknShop in Hong Kong. With
selected merchants we are experimenting with offering a
much wider range of products – up to 10,000 SKUs compared
to 2,000-3,000 SKUs in our regular offering.
As well as growing selection, we are making step changes in
the grocery experience. For consumers, we have rolled out a
new substitutions feature to address issues with availability,
we are piloting more finely-grained menu categories and we
are highlighting where merchants are matching in-store prices.
For merchants, we are trialling a new picking app that will help
with productivity at a time when labour shortages is a major
headache for grocers.
Delivering on our path to profitability
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
50 deliveroo plc Annual Report 2022
Alongside this ‘store pick’ model, we have continued with the
rollout of Hop, our delivery-only grocery sites. We have also
experimented with new Hop formats such as Hop as a Service,
where we allow grocers to use the Hop technology in their
own locations with their own staff to pick and pack orders
that are fulfilled by the Deliveroo rider network. The model
allows grocers of all sizes to offer ultra-fast delivery, with rapid
pick times and more accurate inventory monitoring. During
2022, we have witnessed the pressures on the pure-play
quick commerce industry with funding drying up and players
merging. For us, we have always believed Hop is a service
that belongs on a platform with a wider network – given the
pre-existence of lower-cost deliveries and consumers. We
have made significant progress on profitability of our Hop
model and are confident in its role on our marketplace.
Advertising
Deliveroo began to build its advertising offering in 2021, and
this year we started to see the first significant contribution
from this nascent business. Growing this revenue and profit
stream will be a multi-year endeavour, but we have made
an encouraging start, with advertising revenue reaching an
annualised run-rate of £40 million or 0.6% of GTV in Q4 2022.
Our advertising revenue stream comprises two main activities.
First, we provide different ways for restaurants and grocers to
advertise, such as paying to appear in high-visibility carousels
or in search results. This creates incremental demand with
a proven high return on advertising spend. Second, FMCG
and other companies can now advertise their products via
a new platform we launched in 2022. This platform allows
these companies to engage consumers via post-transaction
ad slots (e.g. on the order tracker page) and through virtual
storefronts within our app, reaching our millions of monthly
active consumers in a highly measurable way that improves
the efficiency of their ad spend. Done in the right way, both
of our advertising activities can improve the customer
experience by helping consumers to discover content they
want in an engaging way, as well as helping merchants to drive
incremental demand. While still small in the overall context
of the group, we expect advertising to be a more material
profitability lever in 2023 and beyond.
Portfolio optimisation
In every market, our strategy is to focus on winning local
market share positions, which is critical for overall profitability.
The aggregation of these hyperlocal market positions
drives national market share; for us national market share is
primarily an output rather than an objective: our focus is on
the neighbourhood. Where we have been able to build these
leading hyperlocal positions, we continue to strengthen them.
Italy is a great example – during 2022, we reached the national
number one position, built on our strong local positions, with a
particular focus on Lombardy and Northern Italy more broadly.
In some markets we have not been able to reach leading
positions and in H2 2022 we took difficult decisions to exit the
market in Australia and the Netherlands. We determined that
we could not reach a sustainable and profitable scale in these
markets without considerable financial investment, and the
expected return on such investment was not commensurate
with Deliveroo’s risk/reward thresholds. Operations ended in
Australia and the Netherlands on 16 and 30 November 2022
respectively.
Riders – engagement
Throughout 2022, our rider attraction and retention rates
remained robust despite high levels of employment vacancies
across key markets, providing further evidence that riders
value the flexible self-employed work that Deliveroo offers.
Rider satisfaction remained strong, with 83% ‘satisfied’ or ‘very
satisfied’ working with Deliveroo in Q4.
In May 2022, Deliveroo and GMB Union signed a first-of-its-kind
Voluntary Partnership Agreement covering the Company’s
~90,000 self-employed riders in the UK. The Agreement gives
GMB collective bargaining rights on pay and consultation rights
on benefits and other issues, including riders’ health, safety
and wellbeing. GMB will also be able to represent individual
riders who are GMB members in certain disputes, giving them a
stronger voice. The Agreement recognises that Deliveroo riders
are self-employed, following a series of UK court judgements
that have confirmed this status.
Elsewhere, in France, Deliveroo began participating in the
social dialogue process for platforms and unions, working to
improve the working conditions of riders who are recognised
by the Government-led process as being self-employed. In Italy,
Deliveroo continues to operate under a Collective Bargaining
Agreement that recognises riders as self-employed.
Advertising revenue
0.6%
of GTV in Q4
Rider satisfaction
83%
in Q4
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
51Annual Report 2022 deliveroo plc
Operating and strategic review continued
2. The three sides of the marketplace
Since 2013, Deliveroo has pioneered on-demand food delivery
via a hyperlocal three-sided online marketplace, connecting
local consumers, riders and merchants. For consumers,
Deliveroo has unlocked broad choice and fast delivery times,
working with merchants who overwhelmingly have never
offered an online presence and on-demand deliveries before.
For merchants, Deliveroo not only provides logistics, but, more
importantly, an incremental demand generation channel,
including access to millions of new consumers alongside online
tools to grow their business effectively. For riders, Deliveroo
offers highly flexible work which they can rely on for attractive
earnings and security. In 2022, Deliveroo made further
progress in developing all three sides of the marketplace.
Consumers
Deliveroo’s average monthly active consumers (‘MACs’) grew by
6% year-on-year, averaging 7.4 million across 2022 compared
to 7.0 million in 2021. The Q4 2022 average of 7.4 million
represents a decline of 1% year-on-year versus Q4 2021
reflecting the challenging macroeconomic environment in
2022. Average order frequency throughout 2022 remained
stable compared to 2021, at 3.4 times per month.
An important part of Deliveroo’s consumer value proposition
is Deliveroo Plus, the subscription programme that unlocks
unlimited free delivery to consumers for a fixed monthly fee.
Plus removes delivery fees as a barrier to ordering, increasing
order frequency and improving retention. During 2021,
Deliveroo launched a new offering with Amazon Prime, allowing
all UK and Ireland Amazon Prime members to sign up for free
Plus membership for a year, with unlimited free delivery on
orders over £25/€25. Following good traction in this initial
programme, the offering was launched in France, Italy and the
UAE during 2022.
Merchants
Restaurant selection is an important part of Deliveroo’s
consumer value proposition. Growth in restaurant selection
increases availability and choice to consumers on a
neighbourhood-by-neighbourhood basis. Deliveroo’s global
partner restaurant sites increased to approximately 158,000
at the end of 2022 compared to around 130,000 at the end
of 2021. In 2022, Deliveroo continued to develop Editions,
its delivery-only kitchens offering, adding almost 100 new
kitchens to bring the total to over 380. As the challenging
economic climate put significant pressure on restaurant
partners, the pace of rollout slowed, and in 2023 we expect a
further reduction in new kitchen openings. However, Editions
remains a key part of the business and we strongly believe
in the value of the proposition to Deliveroo and its restaurant
partners, as well as consumers and riders.
Deliveroo’s on-demand grocery business continued to grow
as a percentage of total GTV, increasing from 9% in H2 2021,
to 10% in H1 2022 and 11% in H2 2022. Globally, Deliveroo now
has over 18,000 grocery sites live with major partners and
smaller independent partners. Alongside this ‘store pick’
model, we have continued with the rollout of Hop, our delivery-
only grocery stores. Deliveroo-operated Hop stores and Hop
as a Service sites are now live in the UKI and International
segments, with partners including Morrisons, Waitrose, Asda,
Carrefour, Auchan, Esselunga, Choithrams and ParknShop. We
also announced the expansion of our partnership with Boots
which saw the number of stores increase to 125 (previously
14 pilot stores), with consumers now having access to an
expanded range of over 1,000 health and beauty products.
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Group 2021 2021 2021 2021 2022 2022 2022 2022
UK and Ireland (m) 3.6 3.9 3.8 4.1 4.1 4.0 3.9 4.1
International (m) 3.0 3.2 3.0 3.4 3.5 3.4 3.1 3.3
Average MACs (m) 6.6 7.1 6.8 7.5 7.6 7.4 7.0 7.4
Year-on-year growth in MACs — — — — 15% 5% 4% (1)%
Average order frequency (monthly) 3.4 3.4 3.4 3.4 3.4 3.4 3.3 3.4
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
52 deliveroo plc Annual Report 2022
Rider status – material developments
Riders are a vital part of Deliveroo’s three-sided marketplace
and Deliveroo works with around 150,000 riders globally. Riders
value the flexible work Deliveroo offers, 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 2022 (Q4 2021: 85%). Deliveroo continues to see
strong rider application pipelines and rider retention rates.
The independent contractor status of riders remains under
scrutiny in certain markets, with the following material
developments in 2022.
• In the UK, the Deliveroo and GMB Union Voluntary Partnership
Agreement that was signed in May 2022 recognises that
Deliveroo riders are self-employed.
• In France, during H1 2022, the 31st Chamber Criminal Court
of Paris issued a first instance decision finding against
Deliveroo France regarding the independent contractor
status of riders for the period from March 2015 to December
2017. We do not agree with the decision and are appealing.
Riders continue to be recognised as self-employed by the
Government through the social dialogue process. Further,
Deliveroo is participating in constructive dialogue with
social security bodies in relation to an ongoing investigation
concerning engagement with riders.
• In the Netherlands, although Deliveroo has exited the market,
it has certain ongoing litigation regarding rider status and
awaits three decisions of the Supreme Court.
• In Italy, Deliveroo and other food delivery platforms operate
under a Collective Bargaining Agreement with a local trade
union. A challenge against the Agreement at national level
was unsuccessful in January 2023. There have been two
challenges to the Agreement at local, city level, which are
under appeal.
• The European Union published initial proposals for a reform
to platform work in December 2021. Throughout 2022,
these have been debated by the European Parliament and
Council. Deliveroo believes the proposals could provide
welcome clarity on the tests to determine the status of
platform workers and continues to engage with relevant
stakeholders. Original proposals provided important
clarity that national law would determine final employment
status decisions.
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. Deliveroo
recognises 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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
53Annual Report 2022 deliveroo plc
Financial review
To supplement performance assessment, Deliveroo uses alternative performance measures (‘APMs’), which are not defined under
IFRS. The Board reviews gross transaction value and adjusted EBITDA, as well as other APMs shown below, alongside IFRS measures.
£ million unless stated 2022 2021 (restated)
^
Change
Continuing operations
Gross transaction value* 6,848.1 6,304.6 9%
Revenue 1,974.7 1,735.0 14%
Gross profit 643.2 495.1 30%
Gross profit margin (as % of GTV)* 9.4% 7.9% 150 bps
Marketing and overheads* (688.2) (595.1) 16%
Marketing and overheads (as % of GTV)* (10.0)% (9.4)% (60) bps
Adjusted EBITDA* (45.0) (100.0) (55)%
Adjusted EBITDA margin (as % of GTV)* (0.7)% (1.6)% 90 bps
Continuing operations and Australia and the Netherlands
Gross transaction value* 7,082.4 6,631.0 7%
Revenue 2,040.7 1,824.4 12%
Gross profit 650.5 497.3 31%
Gross profit margin (as % of GTV)* 9.2% 7.5% 170 bps
Adjusted EBITDA* (70.5) (131.4) (46)%
Adjusted EBITDA margin (as % of GTV)* (1.0)% (2.0)% 100 bps
Continuing and discontinued
Loss for the year (294.1) (330.5) (11)%
Free cash flow* (243.1) (238.7) 2%
Net cash* 999.6 1,290.9 (23)%
GTV change in constant currency was 7% for continuing operations and 5% for continuing operations and Australia and the Netherlands.
£ million unless stated H1 2022 H2 2022 H1 2021 H2 2021
Continuing operations
Gross transaction value* 3,413.2 3,434.9 3,181.5 3,123.1
Revenue 972.9 1,001.8 866.6 868.4
Gross profit 296.7 346.5 258.2 236.9
Gross profit margin (as % of GTV)* 8.7% 10.1% 8.1% 7.6%
Adjusted EBITDA* (51.6) 6.6 (15.4) (84.6)
Adjusted EBITDA margin (as % of GTV)* (1.5)% 0.2% (0.5)% (2.7)%
Free cash flow* (168.7) (74.4) 93.5 (332.2)
* Alternative performance measure (‘APM’), refer to glossary on page 192 for further details.
^ The comparative information has been restated as a result of a prior period adjustment as discussed in note 4 in the notes to the consolidated financial statements
Scilla Grimble
Chief Financial Officer
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
54 deliveroo plc Annual Report 2022
Revenue
£2.0bn
+14% YoY
Gross profit
£643m
+30%
1. Group operating performance
and income statement
See more on p149
Gross transaction value
Gross transaction value (‘GTV’) grew to £6,848.1 million, an
increase of 9%, or 7% in constant currency, driven by growth in
orders and a higher GTV per order. Orders increased by 5% to
299.2 million in 2022. Year-on-year order growth slowed during
the year from 19% in Q1 to 4% in Q2, 2% in Q3 and (2)% in Q4. This
slowdown mirrored the trend in monthly active consumers,
while average order frequency was broadly stable. GTV per
order rose to £22.9, up 70p versus 2021, an increase of 3%, or
2% in constant currency. In contrast to the slowing trend in
order growth, year-on-year GTV per order growth accelerated
through the year, driven by item level price inflation and
optimisation of consumer fees. As a result we exited Q4 2022
with a GTV per order of £23.9, an increase of 11% year-on-year,
or 8% in constant currency.
Revenue
Revenue grew 14% in the year to £1,974.7 million. This was
ahead of the 9% growth rate in GTV, reflecting an increase in
the revenue take rate (i.e. revenue as % of GTV) to 28.8% from
27.5% in 2021. This increase was the result of optimisation
of consumer fees, and an increased contribution from
advertising as this revenue stream begins to scale.
Gross profit
Gross profit increased by 30% to £643.2 million. Gross profit
margin (as % of GTV) was up 150 bps to 9.4%, increasing through
the year from 8.7% in H1 to 10.1% in H2. The year-on-year and
sequential improvements reflect increases in revenue take
rate, as well as efficiencies in the rider network that have
enabled cost of sales per order to remain broadly stable at
~£4.50 compared to ~£4.40 in 2021.
Administrative expenses
Administrative expenses, continuing
operations
2022
£m
2021
(restated)
^
£m Change
Sales and marketing costs 214.9 267.8 (20)%
Staff costs 298.2 180.7 65%
Capitalised development costs (50.3) (34.6) 45%
Other expenses 220.6 166.6 32%
Depreciation and amortisation 61.4 42.0 46%
Share-based payments charge
and accrued national insurance
on share options 68.8 109.5 (37)%
Exceptional costs* 70.4 39.2 80%
Total administrative expenses 884.0 771.2 15%
* Alternative performance measure (‘APM’), refer to glossary on page 192 for
further details.
^ The comparative information has been restated as a result of a prior
period adjustment as discussed in note 4 in the notes to the consolidated
financial statements.
Administrative expenses were £884.0 million in 2022, up 15%
compared to 2021. Marketing costs reduced year-on-year
reflecting more targeted marketing investments in H2 in
light of the weaker consumer environment. Staff costs and
other expenses increased year-on-year, driven in particular
by growth in headcount in technology during H1. As 2022
progressed and the external economic environment became
more challenging, cost control became an increasing focus.
This has continued into 2023 with the announcement in
February of a redundancy process which could see around
9% of the Company’s workforce leave after employee
consultations are completed during Q2 2023. The objective of
this process is to deliver a permanent shift towards increased
efficiency, reduced friction in organisational structures and
increased speed of decision-making.
Depreciation and amortisation increased to £61.4 million (£42.0
million in 2021), due to an increase in depreciation as a result of
the expansion of the Editions kitchen portfolio and an increase
in amortisation driven by additional capitalised development
costs. Share-based payments charge and accrued national
insurance (‘NI’) on share options reduced to £68.8 million
(£109.5 million in 2021); this reflects the release of NI accrual as
a result of the lower share price at year-end 2022 compared to
year-end 2021, as well as higher awards in 2021 related to the
IPO. Exceptional items increased to £70.4 million (£38.6 million
in 2021) mainly due to the recognition of further provisions for
legal, regulatory and contractual matters, principally in some of
the Group’s overseas territories.
Other operating income and other
operating expenses
Other operating income was £7.8 million in 2022 compared to
£3.1 million in 2021, increasing principally due to income from
a new lease arrangement. Other operating expenses were
£12.6 million in 2022 compared to £17.1 million in 2021, mainly
due to lower rider kit costs as we onboarded fewer new riders
in the year.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
55Annual Report 2022 deliveroo plc
Financial review continued
1. Group operating performance and
income statement continued
Adjusted EBITDA
Reconciliation to financial
statements, continuing operations
2022
£m
2021
(restated)
^
£m Change
Operating loss (245.6) (290.1) (15)%
Depreciation and amortisation 61.4 42.0 46%
EBITDA (184.2) (248.1) (26)%
Share-based payments charge
and accrued national insurance
on share options 68.8 109.5 (37)%
Exceptional items* 70.4 38.6 82%
Adjusted EBITDA* (45.0) (100.0) (55)%
Marketing and overheads* 688.2 595.1 16%
Gross profit 643.2 495.1 30%
* Alternative performance measure (‘APM’), refer to glossary on page 192 for
further details.
^ The comparative information has been restated as a result of a prior
period adjustment as discussed in note 4 in the notes to the consolidated
financial statements.
Adjusted EBITDA loss more than halved to £(45.0) million from
£(100.0) million in 2021. Adjusted EBITDA margin (as a % of
GTV) improved to (0.7)% in 2022, compared to (1.6)% in 2021.
Sequentially, adjusted EBITDA margin improved from (2.7)%
in H2 2021 to (1.5)% in H1 2022 to 0.2% in H2 2022. This total
movement of 290 bps was attributable to a 250 bps increase
in gross profit margin (as % of GTV) and a 40 bps improvement
in marketing and overheads costs (as a % of GTV).
Finance income and finance costs
Finance income increased to £17.8 million (comprising bank
interest received of £11.0 million and foreign exchange gains of
£6.8 million) from £9.4 million in 2021 (comprising bank interest
received of £0.5 million and foreign exchange gains of £8.9
million). Finance costs increased to £2.8 million compared to
£1.1 million in 2021 due to an increase in interest charged on
leases, principally driven by new leases on Editions sites and
headquarter premises.
Income tax charge
Whilst the Group reports a loss, certain overseas markets do
generate profits for tax purposes. The income tax charge was
£11.9 million in 2022 (2021: £7.4 million), with the increase largely
reflecting higher taxable profits in certain overseas markets.
Discontinued operations
Deliveroo ended operations in Australia and the Netherlands
in 2022, and in Spain in 2021; all three have been classified
as discontinued operations. In 2022, loss for the year from
discontinued operations was £51.6 million, compared to a loss
of £41.3 million in 2021.
Loss for the year
Loss for the year (continuing and discontinued operations) was
£294.1 million in 2022 compared to £330.5 million in 2021, as a
result of the movements described above.
2. Segment operating performance
See more on p162
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 2022, UKI represented 57% of total GTV and
International 43%.
UK and Ireland
£ million unless stated 2022 2021
Change
reported
Orders (m) 158.4 147.7 7%
GTV per order* (£) 24.5 24.2 1%
Gross transaction value* 3,888.2 3,570.0 9%
Revenue 1,119.4 980.7 14%
Revenue take rate (as % of GTV)* 28.8% 27.5% 130 bps
Gross profit 405.5 330.3 23%
Gross profit margin
(as % of GTV)* 10.4% 9.3% 110 bps
Marketing and overheads* (247.6) (239.2) 4%
Marketing and overheads
(as % of GTV)* (6.4)% (6.7)% 30 bps
Segment adjusted EBITDA* 157.9 91.1 73%
Segment adjusted EBITDA
margin (as % of GTV)* 4.1% 2.6% 150 bps
* Alternative performance measure (‘APM’), refer to glossary on page 192 for
further details.
Change in constant currency was 9% for GTV and 2% for GTV per order.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
56 deliveroo plc Annual Report 2022
1 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.
In UKI, GTV grew to £3,888.2 million, an increase of 9%. Orders
grew by 7% to 158.4 million, primarily driven by a 7% increase
in monthly active consumers and GTV per order was up 2%
in constant currency to £24.5. Revenue grew 14% to £1,119.4
million, primarily due to the increase in GTV, as well as a higher
contribution from advertising revenue. Adjusted EBITDA was
£157.9 million, compared to £91.1 million in 2021, due to an
increase in gross profit margin, offset by a modest increase
in marketing and overheads. Adjusted EBITDA was £59.9 million
in H1 2022 and £98.0 million in H2 2022, with the sequential
increase reflecting both gross profit expansion and lower
marketing and overheads.
During the period, Deliveroo continued to add differentiated
content for consumers. UKI restaurant selection was further
expanded, and in 2022 the Company added ~10,000 new sites
increasing the base of restaurants by 19%. This included the
rollout of over 1,000 McDonald’s sites, which became available
on the Deliveroo platform in the UK for the first time. We also
continued to rollout our grocery offering: at the end of the
period, Deliveroo had approaching 8,000 grocery sites live in the
UKI across major partners and smaller independent partners,
an increase of around 2,000 compared to the end of 2021. This
included expanded partnerships with Waitrose, Sainsbury’s and
Co-op, and the launch of Asda on the platform.
International
1
£ million unless stated 2022 2021
Change
reported
Orders (m) 140.8 136.4 3%
GTV per order* (£) 21.0 20.0 5%
Gross transaction value* 2,959.9 2,734.6 8%
Revenue 855.3 754.3 13%
Revenue take rate (as % of GTV)* 28.9% 27.6% 130 bps
Gross profit 237.7 164.8 44%
Gross profit margin
(as % of GTV)* 8.0% 6.0% 200 bps
Marketing and overheads* (189.5) (192.8) (2)%
Marketing and overheads
(as % of GTV)* (6.4)% (7.1)% 70 bps
Segment adjusted EBITDA* 48.2 (28.0) (272)%
Segment adjusted EBITDA
margin (as % of GTV)* 1.6% (1.0)% 260 bps
* Alternative performance measure (‘APM’), refer to glossary on page 192 for
further details.
Change in constant currency was 5% for GTV and 1% for GTV per order.
In International, GTV grew to £2,959.9 million in 2022, an increase
of 5% in constant currency. Orders grew by 3% to 140.8 million,
primarily driven by a 4% increase in monthly active consumers
and GTV per order which was up 1% in constant currency to
£21.0. Revenue grew 13% to £855.3 million, primarily due to the
increase in GTV. Adjusted EBITDA was £48.2 million, compared
to £(28.0) million in 2021, due to gross profit improvements
and marketing and overheads remaining broadly flat. Adjusted
EBITDA was £7.7 million in H1 2022 and £40.5 million in H2 2022,
with the sequential movement reflecting both gross profit
expansion and lower marketing and overheads.
Across the International segment, growth in 2022 was
supported by strengthened relationships with restaurant
partners, adding ~18,000 new sites, increasing the base of
restaurants by 24%. During the period, we also expanded our
grocery offering, continuing the rollout with key partners such
as Carrefour in France, Italy and Belgium, Casino in France, and
ParknShop in Hong Kong. At the end of the year, Deliveroo had
over 10,000 grocery sites live with major partners and smaller
independent grocery partners across International markets,
representing a year-on-year increase of ~5,000 sites.
3. Cash flow statement
See more on p152
All discussion of cash flows from operating activities, cash
flows used in investing activities and cash flows from financing
activities are for continuing and discontinued operations,
unless otherwise stated.
Cash flows from operating activities
Net cash outflow from operating activities was £(144.2) million
in 2022 compared to a net cash outflow of £(171.5) million
in 2021. The decrease in net cash outflow from operating
activities was primarily driven by the £55.0 million reduction
in adjusted EBITDA loss from continuing operations in 2022,
partly offset by a working capital outflow in the year. The
working capital outflow is principally caused by the timing of
IPO-related employee tax and social security payments on
share awards, which resulted in a £39.7 million cash inflow in
H2 2021 that reversed in H1 2022.
Cash flows used in investing activities
Net cash flows used in investing activities were £(119.9) million
in 2022 compared to £(58.4) million in 2021, an increase of
£61.5 million. Purchases of property, plant and equipment
(also referred to as ‘capital expenditure’) increased to £30.1
million in 2022 from £21.4 million in 2021 mainly related to the
further expansion in Editions as well as the opening of new
Hop sites. Acquisition of intangible assets (also referred to as
‘capitalised development costs’) increased to £50.3 million
from £34.6 million in 2021. Additional development work in
the year included: improvements to our ‘dispatcher’ service
(which assigns riders to live orders) to improve network
efficiency; building features to improve our rider proposition
such as facial recognition; building out our advertising
platform to support growth in this important revenue and
profit opportunity; supporting our expansion into Qatar; and
optimising our promotional capability. Investments in other
treasury deposits were £50.5 million (2021: £nil) and interest
received increased to £11.0 million (2021: £0.5 million).
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
57Annual Report 2022 deliveroo plc
Financial review continued
3. Cash flow statement continued
Cash flows from financing activities
Net cash outflow from financing activities was £(84.5) million
in 2022 compared to a net cash inflow of £1,139.0 million in
2021. This outflow principally results from the share purchase
programme commenced in 2022, which accounts for £66.0
million, with the remainder attributable to cash outflows arising
from lease obligations. In 2021, the net cash inflow was primarily
driven by £1,011.7 million net proceeds (after costs) from the IPO
in April 2021, as well as £135.3 million net proceeds (after costs)
from the Series H fundraising round in January 2021.
4. Balance sheet
See more on p150
Following the IPO and fundraising activities in 2021, Deliveroo has
been in a strong financial position. Cash and cash equivalents
were £949.1 million at 31 December 2022, compared to £1,290.9
million at 31 December 2021. As at 31 December 2022, Deliveroo
had no debt outstanding. The Company has £75 million and
€87.5 million of available loan finance in the form of a committed
Revolving Credit Facility (‘RCF’), which is available to 7 April 2026
and none of which has been drawn down.
Right-of-use assets have increased by £33.7 million from £39.8
million at 31 December 2021 to £73.5 million at 31 December
2022, as a result of additional leases for Hop and Editions sites
and headquarter premises.
Provisions at 31 December 2022 were £143.2 million, an increase
of £61.5 million compared to £81.7 million at 31 December 2021.
This increase is primarily due to the recognition of further
provisions for legal, regulatory and contractual matters,
principally in some of the Group’s overseas territories. In addition,
a dilapidations provision has been recognised in 2022, primarily
in respect of the Group’s headquarter property footprint.
Total equity was £804.1 million at 31 December 2022, compared
to £1,073.7 million at 31 December 2021. This movement is
primarily driven by the loss for the year, share-based payments
and the share purchase programme initiated in the second
half of the year.
5. Share purchase plan
During H2 2022, Deliveroo commenced a share purchase
programme of up to £75 million to acquire Class A Ordinary
Shares for the purpose of mitigating dilution from share-based
compensation plans. Shares were purchased by Deliveroo’s
Employee Benefit Trust (‘EBT’) and repurchased shares will be
held by the EBT and used to satisfy employee share-based
compensation awards. From launch of the share purchase
programme on 1 September 2022 until 31 December 2022, the
EBT had purchased a total of 73.8 million shares for a total gross
purchase consideration of £66.0 million. Since the year-end,
the EBT has completed the share purchase programme. From
launch of the share purchase programme on 1 September
2022 until completion on 17 January 2023, the EBT purchased
a total of 83.3 million shares for a total gross purchase
consideration of £75 million.
Deliveroo announced a share purchase programme on 16
March 2023 of up to £50 million to acquire Class A Ordinary
Shares. The programme is expected to commence shortly
after 16 March 2023 and be completed during 2023.
6. Dividend and dividend policy
See more on p133
No dividend has been declared or paid in the current or
comparative period. Given the early stage of maturity of the
online food category, Deliveroo remains focused on investing
to maximise long-term free cash flow, believing that this
is the best way to drive long-term shareholder value. The
dividend policy will be reviewed on an ongoing basis, but
we do not expect to declare or pay any dividends for the
foreseeable future.
7. Going concern
The Group’s loss for the financial year amounted to £294.1
million (2021: £(330.5) million). The Group had net assets of
£804.1 million (2021: £1,073.7 million) at year-end, including a
cash balance of £949.1 million (2021: £1,290.9 million). The Group
also has access to a Revolving Credit Facility of £75 million
(2021: £75 million) and €87.5 million (2021: €87.5 million), which
is available to 7 April 2026. This remains undrawn at the date
of signing and is therefore available to draw down in full as
required.
In assessing whether to adopt the going concern basis of
accounting, management has considered whether there
are any material uncertainties surrounding the Group’s and
Company’s ability to continue operating over a period of at
least twelve months from the date of this report. Management
has prepared detailed forecasts which have been approved
by the Board. Appropriate assumptions have been made
in respect of order growth and profitability, based on the
estimated economic outlook for an extended period to
the end of December 2025. Appropriate sensitivities have
been applied in order to stress test the model, considering
situations in which future costs are substantially higher
than forecasted and future trading is less than forecasted.
Management has also considered available undrawn bank
facilities which are not included in our forecasts as we do not
anticipate needing to draw on these over the forecast period.
Based on this assessment the Directors have a reasonable
expectation that the Group will be able to continue in
operation and meet its liabilities and obligations as they fall
due over the forecast period, and accordingly are satisfied
that the adoption of the going concern basis of preparation
is appropriate.
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, which 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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
58 deliveroo plc Annual Report 2022
Board
Risk oversight
• Supported by the Audit and Risk Committee.
• Define desired culture, values and tone.
• Establish effective risk and internal control framework.
• Define risk appetite and review risk assessment.
Executive Team
Risk sponsorship
• Make business strategic 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.
• Delegate risk ownership to the Senior Management Team.
• Monitor and sponsor effective management of top risks.
Risk and Control Owners
Embed risk and internal control management
• Risk and control owners range across Senior Management
Team, Heads of sub-functions and departments and their
teams, as well as second line functions such as Risk, Control
and Compliance, Regulatory Compliance, Finance, Legal,
Information Security and Company Secretariat.
• Make business operational decisions in proportion with
Deliveroo risk appetite.
• Implement mitigation and controls in line with Deliveroo
risk appetite.
• Identify opportunity and improve process efficiencies.
• Periodically report and escalate risks and related responses.
Risk management and our principal risks
How are risks effectively managed 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
the Group’s overall strategy. This includes designing and
implementing controls to reduce the likelihood of the risk
occurring and/or mitigate the impact of risks on the Group’s
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 an 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 risks materialising and to
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 want to accept or pursue as a business,
as we seek to achieve our stated mission of becoming ‘the
definitive online food company’. The Framework enables us
to respond accordingly, making conscious and informed
decisions with an appreciation for the overall risk profile of
the Group.
The Board has delegated the 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 directing and reviewing the work of Senior Management
and the second line functions within the Group. 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 this integration, as
summarised by the diagram below.
Eective risk
management
Board
Executive Team
Risk and control owners
Risk oversight
Risk sponsorship
Embed risk management in
business decision making
Set strategy and objectives
Report and escalate risks/concerns
Execute business plans and activities
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
59Annual Report 2022 deliveroo plc
Risk management and our principal risks continued
How are risks effectively managed at Deliveroo?
The Board defines the Group’s risk appetite as being the
amount of risk the Group is willing to accept in pursuit of the
Group’s strategic objectives. The Group’s risk appetite relating
to our principal risks has been considered and approved by
the Board during the year. This 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 consumer value proposition,
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. Deliveroo has adopted the ‘three lines of defence
model’ to risk, internal control and assurance.
What does the Framework comprise of?
How are risks identified and analysed?
Risks are identified using both a bottom-up and top-
down approach.
The Risk, Control and Compliance team maintains a regular
dialogue with risk owners, 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. To gain a deep understanding of each risk,
these workshops may incorporate process mapping, data
analysis and root cause analysis depending upon the nature
and complexity of each risk.
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 operations of controls to
mitigate the risks, and ensuring any changes in 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 risk management culture,
set out control and compliance roadmaps, and provide
subject matter expert guidance to Line 1 Management, as
well as reporting on the progress of risk response 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, as well as providing recommendations
and support to drive continuous improvement in the
management of risk and internal controls.
1 Identification
Apply a top-down and bottom-up approach
to identifying risk across the business.
2 Analysis
Understand the nature and complexity
of the risk using a ‘data first’ approach,
where available.
3 Measurement
Measure the inherent and residual risk in terms
of likelihood and impact.
4 Response
Determine our strategy for each risk based
on our risk appetite.
5 Prioritisation
Prioritise our response to risks based on those
presenting the greatest level of risk.
6 Review and reporting
Evaluate the effectiveness of our risk response
strategy and report to relevant stakeholders
regarding the development of risk over a
period and proposed actions going forward.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
60 deliveroo plc Annual Report 2022
Risk score
Risk owners are Senior Management responsible for securing
and deploying resources in the functions 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.
Our Policy, Public Affairs, Tax, Information Security and Legal
teams ‘horizon scan’, flagging any potential emerging risks they
become aware of before they impact the business. They work
collaboratively with relevant teams to plan mitigating actions
as appropriate.
How are risks measured?
Risks are measured by multiplying the likelihood of the risk
crystallising with the impact of the risk event, measured on a
scale of 1–5, with 1 being the lowest and 5 being the highest.
Likelihood is stated in terms of probability.
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 Risk, Control and Compliance
team maintains the risk register for the Group, which includes
the residual risk based on controls currently in operation,
but also the forecast residual risk when new or enhanced
responses have been implemented. This enables us to forecast
the impact on each workstream and balance priorities across
the organisation.
The Framework includes five different response types as
outlined below:
Accept
Take no action to change
the severity of the risk, i.e.
within risk appetite.
Avoid
Seek to prevent the risk
crystallising, i.e. there
is a zero tolerance for
associated risks.
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 avoid, reduce or share the risk,
this results in the design, implementation or enhancement
of control activities. Where the response is 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 the risk reviews are shared with the Executive
Team 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 formally reports
to the Audit and Risk Committee at least biannually on the
principal risks, as well as the activities of the team in respect
of continuously enhancing the risk management practices of
the Group.
The types of impact are consolidated into the categories
of reputational, financial, compliance, operational and
strategic impact. 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.
Therefore, to avoid an excessively complex method of
measurement, we use a ‘watermark’ approach, scoring the risk
by the highest impact event, with the greatest likelihood. This
enables us to prioritise risks based on a single risk score, while
using the other impact types for context when designing the
response to the risk.
Likelihood
5: Probable
80% chance
4: Reasonably
possible
60% chance
3: Possible
40% chance
2: Unlikely
20% chance
1: Remote
10% chance
Impact
Reputational
Financial
Compliance
Operational
Strategic
25
1
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
61Annual Report 2022 deliveroo plc
Risk management and our principal risks continued
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. Our principal risks change over time as the likelihood and impact of the
risks 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.
Description Mitigation Change to risk profile in 2022
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
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.
Cyber and data security
We are responsible for protecting all personal data we receive from
consumers, riders, merchants and employees. For the sensitive data
we hold and process, we could face significant reputational and
legal consequences as well as financial loss if we fail to protect this
information from security threats, including ransomware.
Primary impact type
Compliance
Link to strategy
2
Risk appetite
Low – given the sensitive nature and volume of our data we hold as a
Group and the implication of data breach, we have a low risk appetite
for this risk.
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
best practice framework.
The Information Security team
regularly reports to the Audit and
Risk Committee and the Board
on key milestones on maturing
our security controls and any
relevant analysis of internal and
external security threats and
trends.
No change – Cyber threats and the related
regulatory and compliance landscape
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.
Key to strategy
1
Invest in differentiated value propositions
2
Drive sustainable growth
3
Strengthen levers of profitability
See more on p16
Key to risk appetite
No change
Increase
Decrease
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
62 deliveroo plc Annual Report 2022
Description Mitigation Change to risk profile in 2022
Three-sided marketplace
Our business model relies on the three-sided marketplace, and to grow
revenue and achieve profitability, we must continue to acquire and
retain consumers and merchants, and maintain a balance between
supply and demand for riders, as well as growing GTV per order
and/or order frequency to develop our business, which may be difficult
to maintain.
Primary impact type
Strategic
Link to strategy
1
Risk appetite
High – this risk is inherent to our business model and in order to grow
the platform on all three sides of the market sustainably, we will
continue to make strategic investments, which may carry a reasonable
level of risk as we compete with other platforms, therefore, the risk
appetite has been determined to be high.
We continuously focus on the
enhancement of the value
proposition for consumers, riders
and merchants.
No change – This is a core element of
our strategy and business model and
we consider that we have continued to
enhance our value proposition for all sides
of the marketplace.
We have seen strong consumer, rider
and merchant acquisition and retention
throughout 2022 but as we continue
to grow, this will remain a principal risk,
particularly considering macro factors such
as inflation in our existing and potential
markets more generally.
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
1
2
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 and are actively
defending any challenges to our
rider model.
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.
Although the exits from the Netherlands and
Australia were driven by economic factors,
these exits have indirectly reduced the
scope of regulatory scrutiny on platform
work across the portfolio. However, in a
business like Deliveroo, the inherent risk
remains high, due to the continually evolving
nature of the legislation and the emerging
policy in this area.
Key commercial relationships
We rely on partnerships with various national and global brands in
each of the 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. Consequently,
the risk appetite in respect of these relationships is determined to
be medium.
Our Commercial teams in
each of our markets develop
strong working relationships
with our partners to foster
mutual success.
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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
63Annual Report 2022 deliveroo plc
Risk management and our principal risks continued
Description Mitigation Change to risk profile in 2022
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
2
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.
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 – As a marketplace platform this
is an inherent risk, heightened by the fact
that we operate a three-sided marketplace.
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
1
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
can grow fast and leave
their mark.
To improve employee
engagement and support across
the organisation, our Employee
Resource Groups (‘ERGs’) actively
engage employees in the areas
of Gender Equity, Women in
Tech, Racial Equality, LGBTQ+
(Deloveroo), and Wellbeing, in
line with our execution of a
central diversity, equity and
inclusion strategy.
No change – A key component of our growth
strategy is to innovate and invest to create
the most efficient logistics network for
our platform and to generate tech-driven
efficiencies across our marketplace
and in our operations. To achieve this, it
remains critical that we attract and retain
the best, highly skilled engineering and
technology talent.
Our principal risks and uncertainties continued
Key to strategy
1
Invest in differentiated value propositions
2
Drive sustainable growth
3
Strengthen levers of profitability
See more on p16
Key to risk appetite
No change
Increase
Decrease
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
64 deliveroo plc Annual Report 2022
Description Mitigation Change to risk profile in 2022
Competition
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.
Primary impact type
Strategic
Link to strategy
2
Risk appetite
Medium – we carefully monitor our ability to effectively compete in each
of our markets, with extensive due diligence undertaken including the
competitive landscape and the level of investment required. With the
Group’s focus on path to profitability and low risk appetite for financial
condition, our risk appetite in pursuit of competition has been lowered
from high to medium.
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.
No change – Although there is a common
shift to a clear path to profitability among
our competition, the landscape remains
competitive as in previous years.
Managing growth
We are a fast growth company and if we do not manage our growth
and evolution successfully, or we fail to execute on our strategy, our
business will suffer.
Primary impact type
Strategic
Link to strategy
2
Risk appetite
Medium – we carefully evaluate investments intended to drive
sustainable growth to ensure that the return on investment is aligned to
our path to profitability, consequently our risk appetite in pursuit of our
growth strategy has been lowered from high to medium.
We operate an annual formal
strategic planning and quarterly
budgeting process.
Our spend controls ensure that
costs are monitored against
the budget.
We continue to evolve our
regulatory and compliance
infrastructure to support our
growth requirements.
No change – We continue to carefully
manage investments made in the pursuit of
long-term value.
Financial condition
We have in past periods incurred, and may in future periods incur, net
losses, which could affect our need and ability to access additional
capital to grow our business.
Primary impact type
Strategic
Link to strategy
3
Risk appetite
Low – we are confident and focused on achieving our path to
profitability commitment and consequently the risk appetite for
financial conditions has been lowered from medium to low.
Our spend controls ensure that
costs are monitored against
the budget.
The Company has a strong
balance sheet from the IPO in
April 2021.
Reduced – We made significant progress on
profitability and strong GTV growth, further
reducing this risk and continuing on our
path to profitability.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
65Annual Report 2022 deliveroo plc
Risk management and our principal risks continued
Description Mitigation Change to risk profile in 2022
Compliance with other laws and regulations
We are subject to the laws and regulations of numerous national
and local authorities and changes to, or uncertainty regarding, the
applicable laws, regulations or regulatory environment may adversely
affect our business.
Primary impact type
Compliance
Link to strategy
2
Risk appetite
Low – our risk appetite remains low on the basis that we apply a high
standard to compliance with laws and regulations while executing on
our Company objectives.
Our Information Security, Privacy,
Policy, Public Affairs, Tax and Legal
teams ‘horizon scan’ , flagging
any potential emerging risks they
become aware of before they
impact the business, working
collaboratively with relevant
teams to plan mitigating actions
as appropriate.
We proactively engage with
Government bodies to discuss
proposals or consultations.
No Change – No other 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. Adverse economic conditions could impact consumers’
discretionary spending and in turn our growth and profitability.
Primary impact type
Strategic
Link to strategy
2
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.
Increased – Continued economic pressure,
including inflation, could impact consumers’
discretionary spending and in turn our
growth and profitability.
Our principal risks and uncertainties continued
Key to strategy
1
Invest in differentiated value propositions
2
Drive sustainable growth
3
Strengthen levers of profitability
See more on p16
Key to risk appetite
No change
Increase
Decrease
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
66 deliveroo plc Annual Report 2022
Climate risk
As part of the wider principal risk review, the Board
has determined that climate-related risks were not
considered a separate principal risk in FY2022. This is
mainly because Deliveroo operates as a three-sided
marketplace connecting consumers, riders and
merchants. Our core operations are less affected by
climate risk as compared to our marketplace.
In 2022, we have incorporated climate-related risk into
our Risk Management and Internal Controls Framework
for the first time. As detailed in our Task Force on Climate-
related Financial Disclosures (‘TCFD’) statement we have
identified climate risk related to extreme weather events
and emissions taxation. This means that climate risk forms
a part of our ‘Compliance with other laws and regulations’
and three-sided marketplace principal risks. In 2023, 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 for the first
time in this year’s Annual Report. The TCFD framework
requires companies to disclose their governance,
strategy, risk management, and metrics and targets in
relation to the climate. These are set out on pages 68 to 74.
TCFD statement on p68
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
67Annual Report 2022 deliveroo plc
Task Force on Climate-related Financial Disclosures statement
1. 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.
2. 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,
considering different climate-related scenarios,
including a 2°C or lower scenario.
3. 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.
4. 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 p70-73Reporting and compliance p69
Reporting and compliance p74Reporting and compliance p74
We recognise the importance and threat of climate
change and its potential impact on us all. Increasingly, we,
like most UK businesses, are also cognisant of the impact
it will have on the success and enduring nature of our
business, including impacts on our consumers, riders
and merchants.
This is the first year we are reporting 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.
We are committed to reducing the environmental impact
of our business and in addition to our TCFD disclosure
below, more information on how we plan to do this can be
found in the Sustainability review on page 31.
Compliance statement
Deliveroo has completed its 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 fully with 9 of the 11 recommended disclosures, while we are in partial compliance
with the remaining two. We have explained our partial compliance with recommendation 2b because we have not integrated the
financial impact of some climate risks into our financial planning processes at this stage. In our first disclosure, we have estimated
the materiality of a climate risk rather than giving a precise number. We will develop our modelling of the financial impact of climate
risks and opportunities in future years. We have also explained our partial compliance with recommendation 4b because we have
not yet reported our Scope 3 emissions and will look to disclose our Scope 3 emissions next year.
TCFD compliance index
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
68 deliveroo plc Annual Report 2022
Introduction
As noted, this is the first year that the Company has been
required to report against the TCFD recommendations and
disclosures in accordance with the FCA Listing Rules, and so the
Company is on a journey to develop its knowledge and expertise
on climate-related matters. This is also the first time Deliveroo
has set net zero targets as set out in the Strategy section below.
This year the focus has been on establishing our ESG strategy
and climate-related strategy and goals in relation to which we
have set our Scope 1 and 2 emissions reduction targets, as well
as the development of our governance framework and internal
processes to support this, as set out below.
Our activity and progress will continue to be overseen by
our governance structures which are described in more
detail below. This includes strategic oversight from our Board
through regular tabled items on the Board agenda and review
of climate-related risks as part of the wider annual risk review,
as well as taking steps to have more detailed oversight of our
compliance and monitoring of climate-related risks from our
Executive Team, led by the Director of Policy and Sustainability.
As a reminder, Deliveroo operates as a marketplace connecting
consumers with merchants and those merchants with riders
(the model is set out on page 1 of our report). This means that
many of the climate risks and opportunities for our business
will affect the three-sided marketplace in different ways to our
core operations.
1. Governance
The Board takes overall accountability for the management of
risks and opportunities, which includes climate change. More
information on the Board and its Committees can be found on
pages 80 to 84. The CFO has responsibility for oversight of our
climate-related risks and is supported by the Director of Policy
and Sustainability who is responsible for the compliance and
implementation of our net zero and climate risk management
activities and reporting.
The Board oversees the development and adoption of the
ESG strategy and climate-related strategy and goals and
how these align with the Board’s risk appetite. The Board is
also responsible for monitoring the implementation of the
Group’s strategic priorities for enabling sustainable progress
in these areas, including relevant initiatives and actions. For
example, this includes considering the materiality of climate
risk when setting annual budgets, in particular our ESG budget.
ESG matters, including climate, were discussed at the Board,
with two written updates from the Director of Policy and
Sustainability tabled during the year. This is the first year we
have set climate targets so in future years these updates
will include updates on our progress against targets. During
the year the Board agreed the Company’s ESG strategy and
net zero target, including the priority areas of focus for our
sustainability work, actions to achieve this and any required
investment. The overall aim is to target the most emissions-
impacting parts of our operations, as well as stakeholder
impacts through our sustainability pillars. For more information
see our Sustainability Review on page 31.
The Audit and Risk Committee reviews the effectiveness of
the Group’s risk management and internal control framework.
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 Group’s strategy, including those with a specific climate
dimension. 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 risks and opportunities were considered as part
of the Company’s risk framework and the establishment of
protocols to support these particularly, to reflect the TCFD
recommendations and disclosure requirements.
The Remuneration Committee establishes and reviews the
remuneration framework for our Directors and the Executive Team
and determines pay outcomes against performance metrics.
To support our ESG strategy, a climate metric around market-
based Scope 1 and 2 emissions reduction has been introduced
into our PSP to reinforce the importance of executive focus on
the achievement of our goals in this area. More information on
our ESG metrics is found in the Directors’ Remuneration Report
on pages 109 and 127.
Ongoing management oversight is led by the CFO, who has
responsibility for carrying out the ESG strategy within the
Company, including co-ordinating sustainability activities across
the Group, and ensuring that climate risks and opportunities
form part of the risk management framework. This includes
establishing the priority areas of focus and investment and
monitoring progress against targets, and reporting on this to
the Audit and Risk Committee and the Board.
The CFO is supported by the Director of Policy and Sustainability,
who is responsible for the delivery of our sustainability and
climate programmes. The CFO receives ad-hoc regular working
updates from the Director of Policy and Sustainability. During
the year to support robust TCFD protocols and reporting, we
established a TCFD steering group which included the Interim
CFO, the Director of Policy and Sustainability, the VP Finance and
the Company Secretary.
Management’s role in assessing climate risks and opportunities
is described below under the heading Risk management.
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
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
69Annual Report 2022 deliveroo plc
Climate-related risk analysis and financial impact
Future warming impact Marketplace impacts (risks) Marketplace impacts (opportunities) Materiality Management and strategic resilience
Extreme weather
Higher frequency of days
with intense rainfall or
extreme temperatures.
Extreme weather also causes
increased incidence of crop
failures. Shared Socioeconomic
Pathways 1,2,3 project a 1–29%
cereal price increase in 2050 due
to climate change in RCP 6.0.
1
Timeframe
Short, medium and long term.
Scenarios
All – impacts are greater in 2°C
and 3°C scenarios.
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 the 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.
Extreme weather could increase the
rate of crop failures. In turn this will
likely drive up food prices and dampen
consumer demand.
Restaurant & grocery
As a result of crop failure (as above)
there may be limited supply of certain
ingredients. Where possible, patterns
may have to change supply chains or dish
selection to mitigate impacts.
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 merchants
and more consumers using the app.
Immaterial
The impacts would largely be confined to
individual markets and a small number of
days in the year. The overall financial impact
is therefore determined by which day of
the year and in which market an outage
might occur. It would affect all sides of the
marketplace and our core operation.
The impacts of specific day outages may be
mitigated by more consumers using the app
in general.
Matching an increase in demand with rider supply:
• we are able to encourage more riders onto the road by highlighting areas of
high demand;
• we can change delivery radii to a lower distance to cope with temporary
increased network strain; and
• we can rely on higher rates of order stacking when fewer riders are available
to increase our remaining fleet’s efficiency.
We are testing and developing rider kit that can:
• help keep riders cool in hot weather; and
• help keep food at the right temperature in extreme conditions. This should
help mitigate bad order experiences due to weather extremes.
We are able to support our merchants with their supply chain and procurement
practices (e.g. through upcoming training delivered by Enterprise Nation on
supply chain management), which could mitigate some impact if restaurants’
existing supply chains fail.
Task Force on Climate-related Financial Disclosures statement continued
2. 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. This target is
aligned with the jurisdictions we operate in.
As required by TCFD, we have also completed a scenario analysis
to identify relevant climate-related risks and opportunities and
the resilience of the Company’s strategy under three possible
future climate scenarios. We analysed the impact of three
potential scenarios (a 1.5°C, 2°C and 3°C warming) 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 a mix of quantitative and qualitative data including the
Intergovernmental Panel on Climate Change’s Representative
Concentration Pathways, the International Energy Agency’s
Policy Scenarios, and external reporting on future technology
developments. 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 held a workshop with internal stakeholders
across the Group representing each side of the marketplace
to explain each climate scenario and consider the key 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 two transition risks and one physical risk as
the most relevant to our operations. The TCFD steering group
reviewed the analysis. During 2022, we developed this climate
scenario analysis framework and will continue to expand and
refine it in 2023, as best practice in this field evolves.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
70 deliveroo plc Annual Report 2022
1 https://www.ipcc.ch/srccl/chapter/chapter-5/
Climate-related risk analysis and financial impact
Future warming impact Marketplace impacts (risks) Marketplace impacts (opportunities) Materiality Management and strategic resilience
Extreme weather
Higher frequency of days
with intense rainfall or
extreme temperatures.
Extreme weather also causes
increased incidence of crop
failures. Shared Socioeconomic
Pathways 1,2,3 project a 1–29%
cereal price increase in 2050 due
to climate change in RCP 6.0.
1
Timeframe
Short, medium and long term.
Scenarios
All – impacts are greater in 2°C
and 3°C scenarios.
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 the 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.
Extreme weather could increase the
rate of crop failures. In turn this will
likely drive up food prices and dampen
consumer demand.
Restaurant & grocery
As a result of crop failure (as above)
there may be limited supply of certain
ingredients. Where possible, patterns
may have to change supply chains or dish
selection to mitigate impacts.
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 merchants
and more consumers using the app.
Immaterial
The impacts would largely be confined to
individual markets and a small number of
days in the year. The overall financial impact
is therefore determined by which day of
the year and in which market an outage
might occur. It would affect all sides of the
marketplace and our core operation.
The impacts of specific day outages may be
mitigated by more consumers using the app
in general.
Matching an increase in demand with rider supply:
• we are able to encourage more riders onto the road by highlighting areas of
high demand;
• we can change delivery radii to a lower distance to cope with temporary
increased network strain; and
• we can rely on higher rates of order stacking when fewer riders are available
to increase our remaining fleet’s efficiency.
We are testing and developing rider kit that can:
• help keep riders cool in hot weather; and
• help keep food at the right temperature in extreme conditions. This should
help mitigate bad order experiences due to weather extremes.
We are able to support our merchants with their supply chain and procurement
practices (e.g. through upcoming training delivered by Enterprise Nation on
supply chain management), which could mitigate some impact if restaurants’
existing supply chains fail.
In the scenario analysis, we define short-term as <5 years,
medium-term as 5-10 years and long-term as >10 years. In
line with our Company-wide approach to risk management,
risks are quantified on the basis of likelihood and impact. We
deem ‘materiality’ to mean that a risk qualifies as one of the
Company’s principal risks. 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 our scenario
analysis, we have not quantified financial impacts as the large
uncertainties and ranges involved do not make the outcome
useful for financial planning. Instead, we have clarified that
we consider all climate risks immaterial but have given an
explanation of the nature of the risk. We have identified
mitigations to relevant climate risks to help us understand
the resilience of our approach. This is Deliveroo’s first TCFD
disclosure and we are in the early stages of implementing our
sustainability strategy (see page 32 for more information).
Future reports will continue to describe our journey as our
approach to climate change develops. This year, the outputs of
the scenario analysis have helped inform our Product teams
on the approach to certain workstreams: recognising that an
emissions tax may be a future policy in some of our markets,
we are scoping new in-app sustainability features with Product
teams to help us understand how we can display sustainable
food choices/more information on the sustainability of certain
dishes. The full scenario analysis is presented below. As above,
we have identified integrating climate risks and opportunities
into our financial planning as an area where we have explained
why we are only partially compliant and could go further. We
will work to do this during 2023.
The scenarios presented below show potential portfolio
impacts under a given scenario. They are not forecasts or
predictions, nor are we saying they are equally likely.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
71Annual Report 2022 deliveroo plc
Task Force on Climate-related Financial Disclosures statement continued
Future warming impact Marketplace impacts (risks) Marketplace impacts (opportunities) Materiality Management and strategic resilience
Emissions taxation
Government intervention in
the form of taxes or pricing on
emissions including on vehicle and
food production emissions.
Previous/existing carbon taxes/
emissions trading schemes
(often on heavy industries) have
significant price ranges per
ton of GHG.
Timeframe
Medium and long term.
Scenarios
We assume such a tax is more likely
in a 2°C scenario or above where
Government takes significant,
reactive action to mitigate climate
risks. We also assume that carbon
taxes on agriculture and land are
less likely than those on high-
emitting industries (e.g. power
generators/large industry) as there
is general public opposition to
‘meat’ taxes.
Riders
Possible increases to operating costs for
riders using petrol/diesel vehicles.
Consumer
Possible increases to prices for high-
emissions foods could reduce demand for
popular foods (e.g. beef burgers).
Restaurants
Potentially higher prices for running
kitchens and food which in turn would
likely drive an increase in operating costs.
Riders
Emissions taxes are likely to be
accompanied by incentives to move to
e-vehicles which would support riders
to transition over to e-vehicles (there are
either Deliveroo or Government incentives
already in place in many of our markets).
Consumers
There could be an opportunity to cater to
changing consumer needs by expanding
sustainable food selection.
Restaurants
Emissions taxes would likely move
production and demand towards plant-
based dishes or new food items (e.g. meat
alternatives). Restaurants and grocers
can attract new consumers with new
products/dishes.
Immaterial
Potential for sustained, global price
increases which could impact consumer
demand. We have not quantified a financial
impact given previous tax rates have a large
spread and the subsequent impact on
consumer orders is difficult to predict.
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.
We are already partially mitigating the risks of any potential future emissions
tax on food and vehicle emissions through our wider sustainability strategy
(explained in more detail on pages 32-33) which encourages take-up of
sustainable practices. Relevant actions include:
• helping merchants to be more sustainable by piloting food waste reduction
schemes and by incentivising the use of more sustainable packaging; and
• incentivising riders’ take-up of e-vehicles.
Through our partnership with Shell we offer riders a discount on fuel costs,
helping to reduce the effect of any cost increases on fuel.
Further options to mitigate the effects of any future emissions tax could include
being able to respond to demand for new plant-based dishes, e.g. expanding
selection and developing in-app features to help people understand the
emissions impact of food and navigate to lower-taxed options or supporting our
merchants to source sustainable products.
Technology development
We predict that some of the key
climate transition technology
developments that will impact our
operations are:
• better refrigeration;
• better ways of controlling
food waste;
• effective, sustainable
packaging; and
• better, safer e-vehicles coming
on to the market.
Timeframe
Short, medium and long term.
Scenarios
All.
Government
Regulation may force adoption of certain
green technologies before they are cost-
efficient thereby potentially increasing
costs to all sides of the marketplace in the
short term.
Riders
Electric vehicle charging infrastructure
may not keep pace with the widespread
availability of e-cars and bikes, limiting the
efficiency and increasing costs if riders
need two vehicles.
Consumers
Introduction of new deposit return
schemes may prove costly and
confusing to consumers and reduce the
attractiveness of delivery.
Riders
More widespread availability of clean
e-vehicles may improve rider experience
by reducing cost.
Restaurants
Food waste technology can support more
efficient procurement, for example ‘smart
bins’ that advise restaurants when they
are buying too much of an ingredient, or
more effective redistribution of finished
goods. This could both reduce cost and
improve revenue.
The development of effective reusable
packaging could reduce packaging costs
by developing a circular economy.
Reducing fridge leakage and more
efficient building heating solutions
may reduce operating costs
including for Deliveroo Editions sites
(particularly relevant for our UK, UAE and
French markets).
Immaterial
Financial benefits related to identified
opportunities largely accrue to restaurant
and grocery partners (e.g. cheaper energy
and more food waste solutions) and riders
rather than our core business. Costs may
be incurred in the short term while the
marketplace transitions to new technology.
In the UK and Italy, we offered e-bike subsidies to support riders to switch away
from petrol vehicles.
We are working with WRAP, a food waste NGO, and some of our larger restaurant
partners to help understand how we can reduce food waste procurement and
will leverage this external partnership to understand future technology trends.
We are growing our activity to limit waste from leftover food and we have
partnered with Olleco in the UK to trial reducing waste from cooking oils and with
the Trussell Trust and Felix Project to redistribute meals.
We will use the learnings from this year’s subsidy of sustainable packaging to help
us understand our partners demand for sustainable packaging and what works
from an operational perspective.
For more information on our various sustainability initiatives please see the
Sustainability Review on pages 31 to 43.
2. Strategy continued
Climate-related risk analysis and financial impact continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
72 deliveroo plc Annual Report 2022
Future warming impact Marketplace impacts (risks) Marketplace impacts (opportunities) Materiality Management and strategic resilience
Emissions taxation
Government intervention in
the form of taxes or pricing on
emissions including on vehicle and
food production emissions.
Previous/existing carbon taxes/
emissions trading schemes
(often on heavy industries) have
significant price ranges per
ton of GHG.
Timeframe
Medium and long term.
Scenarios
We assume such a tax is more likely
in a 2°C scenario or above where
Government takes significant,
reactive action to mitigate climate
risks. We also assume that carbon
taxes on agriculture and land are
less likely than those on high-
emitting industries (e.g. power
generators/large industry) as there
is general public opposition to
‘meat’ taxes.
Riders
Possible increases to operating costs for
riders using petrol/diesel vehicles.
Consumer
Possible increases to prices for high-
emissions foods could reduce demand for
popular foods (e.g. beef burgers).
Restaurants
Potentially higher prices for running
kitchens and food which in turn would
likely drive an increase in operating costs.
Riders
Emissions taxes are likely to be
accompanied by incentives to move to
e-vehicles which would support riders
to transition over to e-vehicles (there are
either Deliveroo or Government incentives
already in place in many of our markets).
Consumers
There could be an opportunity to cater to
changing consumer needs by expanding
sustainable food selection.
Restaurants
Emissions taxes would likely move
production and demand towards plant-
based dishes or new food items (e.g. meat
alternatives). Restaurants and grocers
can attract new consumers with new
products/dishes.
Immaterial
Potential for sustained, global price
increases which could impact consumer
demand. We have not quantified a financial
impact given previous tax rates have a large
spread and the subsequent impact on
consumer orders is difficult to predict.
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.
We are already partially mitigating the risks of any potential future emissions
tax on food and vehicle emissions through our wider sustainability strategy
(explained in more detail on pages 32-33) which encourages take-up of
sustainable practices. Relevant actions include:
• helping merchants to be more sustainable by piloting food waste reduction
schemes and by incentivising the use of more sustainable packaging; and
• incentivising riders’ take-up of e-vehicles.
Through our partnership with Shell we offer riders a discount on fuel costs,
helping to reduce the effect of any cost increases on fuel.
Further options to mitigate the effects of any future emissions tax could include
being able to respond to demand for new plant-based dishes, e.g. expanding
selection and developing in-app features to help people understand the
emissions impact of food and navigate to lower-taxed options or supporting our
merchants to source sustainable products.
Technology development
We predict that some of the key
climate transition technology
developments that will impact our
operations are:
• better refrigeration;
• better ways of controlling
food waste;
• effective, sustainable
packaging; and
• better, safer e-vehicles coming
on to the market.
Timeframe
Short, medium and long term.
Scenarios
All.
Government
Regulation may force adoption of certain
green technologies before they are cost-
efficient thereby potentially increasing
costs to all sides of the marketplace in the
short term.
Riders
Electric vehicle charging infrastructure
may not keep pace with the widespread
availability of e-cars and bikes, limiting the
efficiency and increasing costs if riders
need two vehicles.
Consumers
Introduction of new deposit return
schemes may prove costly and
confusing to consumers and reduce the
attractiveness of delivery.
Riders
More widespread availability of clean
e-vehicles may improve rider experience
by reducing cost.
Restaurants
Food waste technology can support more
efficient procurement, for example ‘smart
bins’ that advise restaurants when they
are buying too much of an ingredient, or
more effective redistribution of finished
goods. This could both reduce cost and
improve revenue.
The development of effective reusable
packaging could reduce packaging costs
by developing a circular economy.
Reducing fridge leakage and more
efficient building heating solutions
may reduce operating costs
including for Deliveroo Editions sites
(particularly relevant for our UK, UAE and
French markets).
Immaterial
Financial benefits related to identified
opportunities largely accrue to restaurant
and grocery partners (e.g. cheaper energy
and more food waste solutions) and riders
rather than our core business. Costs may
be incurred in the short term while the
marketplace transitions to new technology.
In the UK and Italy, we offered e-bike subsidies to support riders to switch away
from petrol vehicles.
We are working with WRAP, a food waste NGO, and some of our larger restaurant
partners to help understand how we can reduce food waste procurement and
will leverage this external partnership to understand future technology trends.
We are growing our activity to limit waste from leftover food and we have
partnered with Olleco in the UK to trial reducing waste from cooking oils and with
the Trussell Trust and Felix Project to redistribute meals.
We will use the learnings from this year’s subsidy of sustainable packaging to help
us understand our partners demand for sustainable packaging and what works
from an operational perspective.
For more information on our various sustainability initiatives please see the
Sustainability Review on pages 31 to 43.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
73Annual Report 2022 deliveroo plc
3. 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’ 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 59). 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.
Climate-related risk is assessed for impact and likelihood and is
scored on the basis of the risk management framework set out
on page 60. This assessment will be kept under review as part of
the Board’s annual principal risk review.
In 2023, in addition to including climate-related risk on the
Company risk register, we will regularly discuss climate risk as
part of our internal cross-Group risk management process. We
will continue to update our assessment of climate-related risk
and change our response and categorisation accordingly.
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 the business can
have the most impact. We have refreshed that analysis this year.
Having identified and prioritised climate issues on the basis of this
materiality assessment (this 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 taken to help us monitor and respond to climate-
related risks and opportunities (in addition to the general risk
management approach) in FY2022 include:
• expanding the Director of Policy’s remit to include sustainability
to
ensure day-to-day oversight of risks and opportunities;
• establishing an emissions reduction target as part of our PSP;
• conducting quarterly horizon scans of any policy and
climate-related issues that could affect the business; and
• providing more detail on our emissions and outlining how we
as a business can reduce our own emissions in our overall
sustainability strategy which acts as a mitigation response.
4. Metrics and targets
The metrics to assess climate risks are detailed above and in the
general risk management framework – that is, assigning 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 and 2, we have identified parts of
our operations that have relatively higher levels of GHG emissions
and we will develop strategies to target these areas in future.
Our Scope 1 and 2 emissions are disclosed on page 39. We have set
out our 2035 Scope 1 and 2 net zero target on page 32. To deliver on
this overall target we have also set an interim target of a 15%–25%
absolute reduction in market-based Scope 1 and 2 emissions by
the end of 2025 against a baseline year of 2022 as part of our PSP.
This range represents our target and stretch goals for emissions
reduction.
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 risks and opportunities. Given this is the first year
we have set a net zero target, we will start to measure any emissions
reductions and performance from next year.
However, there are several metrics that the business tracks as part
of its usual operation that are relevant to climate. As above, given
we have not defined climate risk as material for the business, these
metrics do not yet have climate targets associated with them nor
are the metrics used in the context of assessing climate risk and
opportunity. Instead they are business metrics which have climate
relevance and where we will consider setting climate-related targets
in future in case they become material to our operations. Despite
being not actively tracked as climate metrics for the purposes of
recommendation 4a, we are referencing these metrics to provide
more detail on what some of future climate metrics might look like.
Other relevant climate metrics include: waste from our Hop sites
(where we measure waste on a cost of goods sold basis); water usage
in our Editions kitchens; rider delivery distances and the percentage
of stacked orders (a stacked order likely reduces delivery distance
and so depending on the rider vehicle may reduce emissions); and, as
we expand our meal ‘tagging’ capability, we may be able to track the
% of vegetarian or vegan meals sold via our marketplace (these meals
will likely have lower emissions from food production than meat-
based meals). We will explore adopting any climate targets for these
metrics in future years.
We have considered the disclosure of our Scope 3 emissions
baseline. As set out on page 36, we have yet to finalise our
emissions baseline and operational boundary. This is because
we do not yet have sufficiently robust data (in part due
to data gathering complexity and in part due to internal
business appointment delays) to provide a thorough baseline
disclosure. We will look to publish this either as part of next
year’s Annual Report or before. We therefore only partially
comply with recommendation 4b (disclosing Scope 1 and 2
emissions but not Scope 3) and have explained the reason for
partial compliance.
Next steps
The TCFD is an evolving reporting structure and remains a ‘best
endeavours’ analysis. We have made progress in our understanding
and quantification of climate risk but we are still at an early stage. This
disclosure is an initial step on our journey and will continue to evolve in
the future. In our sustainability strategy (as set out on pages 31 to 35)
we set out our wider programme of work for mitigating and adapting
to the impacts of climate change. Key actions to improve our TCFD
disclosure next year will include modelling the financial impacts of
climate-related risks in more detail so we can provide estimates of
the impacts of climate risk on the business.
Task Force on Climate-related Financial Disclosures statement continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
74 deliveroo plc Annual Report 2022
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 2022, taking into account its current financial
position and forecasted position, the resilience of the food
delivery industry and its principal risks.
Assessment period
In considering the viability of the Group, the Directors
considered the three-year period from 31 December 2022
to 31 December 2025, the Group’s strategy and its principal
risks (as set out on pages 62 to 67). This period is aligned with
the Group’s planning period and strategic planning period. It is
a longer period than that used to assess going concern, but
it is still assessed on a sufficiently detailed level, taking into
account, as far as possible, the anticipated development of
the food delivery market, and the economies in the countries
in which we operate. Given the relatively early stage in the
corporate lifecycle, along with the rapid pace of change in our
business, the Directors have concluded that a three-year time
horizon is the most appropriate period for the viability review.
Performance
Over the last three years, the Group has grown revenue
from £771.8 million in 2019, to £1,974.7 million this year, which
represents a 36.8% compound annual growth rate (‘CAGR’).
Long-term prospects
Within the three-year time horizon of the viability assessment,
we expect to continue to deliver on our strategic plan and
on an adjusted EBITDA basis, the Group expects to reach
breakeven between H2 2023 and H1 2024, driven by an
improvement in gross profit margin (as % of GTV) and a
reduction in marketing and overheads as % of GTV.
Planning process
The Group’s overall strategy and business model, as set out
on pages 14 to 17, 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 the
country leadership teams, 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’), applying the
various levers, including savings arising from restructuring plans
and key assumptions related to growth rates across the Group.
Progress against the 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
A series of stress test scenarios were then applied to the
model to determine the model’s sensitivity. These scenarios
are derived from the Board approved forecasts, and model
the impact of a downturn in trading, slowed growth and a
prolonged period of recession, as well as an unexpected cash
outflow, on GTV revenue, EBITDA and cash.
Whilst these scenarios can be considered ‘severe but plausible’
we also combined these to create a ‘combined worst case
scenario’ to test the robustness of the Group’s viability.
As described in the CEO ‘s Letter on page 4, the average
European consumer is experiencing cost of living difficulties
largely as a result of higher inflation rates, which, combined
with the broader economic implications of the conflict in
Ukraine, have had an impact on all sides of the marketplace.
As a result we have modelled a scenario where we have
combined all of these individual stress tests, in order to test
the robustness of the Group’s ability to maintain viability over
the forecast period.
In this extreme scenario, the Group still had sufficient cash
for the viability period with no mitigating actions required.
As evidenced at the beginning of the COVID-19 crisis, the
Group’s cost base provides flexibility to enable it to adjust its
expenditure and quickly react to events outside of its control.
Based upon the outcome of the scenarios tested, which
showed that the Group’s forecasted cash position would
remain positive throughout, the Directors confirm that they
have a reasonable expectation that the Group will be able to
continue in operation to meet its liabilities as they fall due over
the three-year assessment period, and going concern and
viability would be maintained.
The Audit and Risk Committee reviewed the process
undertaken and the Board approved the strategic plan and the
forecast results.
Viability
As at 31 December 2022, the Group had net assets of £804.1
million (2021: £1,073.7 million), together with net cash of £999.6
million (2021: £1,290.9 million). The Group has a strong financial
position and sufficient cash reserves to draw down on
as needed.
Based on this assessment, the Directors have a reasonable
expectation that the Group will continue in operation and meet
its liabilities and obligations as they fall due over the period to
31 December 2025.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
75Annual Report 2022 deliveroo plc
Non-financial information statement
This section of the Strategic Report constitutes Deliveroo’s 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 described 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 strategy and six key pillars
• TCFD recommended disclosures
• Sustainability review, pages 31 to 43
People • Our culture and values
• Equal Opportunities Policy
• Diversity Policy
• Our Code of Conduct
• Family Support Policies (including Paternity,
Maternity and Adoption Leave)
• Directors’ Report, pages 133 to 138
• People section, pages 44 to 49
• Sustainability review, pages 31 to 43
• Stakeholder statement, pages 23 to 30
• Gender Pay Gap Report on the
Deliveroo website
Respect for human rights • Health and Safety Policy
• Privacy Policy
• Mental Health and Wellbeing Policies
• Modern Slavery statement and Modern
Slavery Policy
• Anti-Bullying and Harassment Policy
• Sustainability review, pages 31 to 43
• 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 43
• People section, pages 44 to 49
Anti-corruption and
anti-bribery
• Anti-Bribery and Corruption Policy
• Anti-Fraud Policy
• Anti-Money Laundering Policy
• Anti-Facilitation of Tax Evasion Policy
• Spending Deliveroo Money Policy
• Conflicts of Interest Policy
• Speak Up Policy
• Audit and Risk Committee Report,
pages 98 to 105
• Sustainability review, pages 31 to 43
Additional disclosures • Group risk management processes
and procedures
• Business Model, pages 14 to 15
• Key Performance Indicators, pages 18 to 22
• Risk management and our principal risks
section, pages 59 to 67
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
76 deliveroo plc Annual Report 2022
Structure of the Governance section
Board leadership and Company purpose
A An effective Board
See p85
B Purpose, values and culture
See p85
C Governance framework and Board resources
See p85
D Stakeholder engagement
See p86
E Workforce policies and practices
See p87
The Governance section sets out the Board’s corporate governance
structures and work for the financial year to 31 December 2022.
Together with the Directors’ Remuneration Report on pages
106 to 132, it includes details of how the Company has applied
the principles and complied with the provisions of the 2018 UK
Corporate Governance Code. The Governance section has been
organised to follow the structure and principles (A to R) of the Code.
Compliance with the 2018 UK Corporate
Governance Code (the ‘Code’)
The Code requires companies listed on the Premium List of the
London Stock Exchange to describe in the 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 required to comply
with the requirements of the Code, in recognition of the
importance of good governance, as a Board we committed
on IPO that we would voluntarily comply with certain aspects
of the Code that the Board considers appropriate in light of
the nature of our business and our strategy going forward.
We consider ourselves to be fully compliant with the Code
for the 2022 Annual Report, with the exception of Provisions
28 and 41 and have made the following non-compliance
disclosures as detailed below.
• Provision 28 – We do not currently identify our emerging
risks within the Risk management and our principal risks
section. The Board understands that to ensure the long-term
success and resilience of the Group, decisions must be
taken with risks and opportunities in the short and long-
term assessed and, where required, mitigated. As we mature
as a Company and as a Board, we continue to evolve our
process for assessing and managing our principal risks as
well as consider the early identification and management
of emerging risks as part of our deliberations. We expect to
articulate emerging risks and report more fully against this
provision in our 2023 Annual Report.
• Provision 41 – During 2022, we did not share explicitly with the
workforce how executive remuneration aligns with the wider
pay policy. A description of this is included within the Directors’
Remuneration Report on page 113. As we embed Dominique
Reiniche’s role as employee NED in 2023, we will consider the
most effective ways to engage with our employees to explain
how executive remuneration aligns with wider pay.
Division of responsibilities
F Board roles
See p88
G Independence
See p89
H External appointments and
conflicts of interest
See p89
I Key activities of the Board in 2022
See p90
Composition, succession and evaluation
J Appointments to the Board
See p92
K Board skills, experience and knowledge
See p92
L Annual Board and Committee evaluation
See p92
Audit, risk and internal control
M Financial reporting, external auditor and
internal audit
See p101
N Review of the 2022 Report and Accounts
See p100
O Internal financial controls and risk
management
See p104
Remuneration
P Linking remuneration with purpose
and strategy
See p114
Q Remuneration Policy review
See p115
R Performance outcomes in 2022 and
strategic targets
See p107
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
77Annual Report 2022 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 2023.
It has been a busy year for Deliveroo and also therefore for the
Board. Having helped navigate the business through the IPO
process, the Board has continued to focus on establishing the
right processes and governance to ensure that the business
is well positioned both to address short-term challenges in
the external environment and also to capitalise on the many
opportunities ahead.
Underpinning this has been the need to be rigorous in our
approach to capital allocation, ensuring that we invest in the
opportunities with the highest returns. Against this backdrop
we made the difficult decision to exit our businesses in the
Netherlands and Australia. The Board spent significant time
considering these actions, including the potential impacts
on relevant stakeholders, particularly our employees, riders,
customers and business partners in those jurisdictions. We
will continue to consider the impact on all our stakeholders of
the decisions that we make over the coming year and we will
report on how we have done so in next year’s report.
Board composition
During 2022 and up to the publication of this report, there have
been a number of changes to the Board. We welcomed Peter
Jackson who joined as a Non-Executive Director on 1 January
2022 and Scilla Grimble who joined as Chief Financial Officer
(‘CFO’) on 20 February 2023. We are confident that Peter and
Scilla’s highly relevant skills and experience will help us to take
advantage of the significant opportunities before us and will
be invaluable as we continue to build our business.
The Board would like to thank Adam Miller, who stepped down
as CFO on 17 September 2022, for his contribution to Deliveroo,
particularly helping us through COVID-19 and navigating the
IPO, and David Hancock for taking on the role of Interim CFO on
Adam’s departure. Lastly, the Board would also like to thank
Lord Simon Wolfson, who stepped down from the Board on 9
August 2022, for his important contribution in supporting the
Company in its first year as a public company.
The Nomination Committee keeps the balance of skills,
experience and knowledge of our Board 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.
Maintaining a diverse culture on our Board is very important
and I am pleased to report that our Board make-up is in line
with the recommendations from the FTSE Women Leaders
Review and Parker Review on gender and ethnic diversity.
We welcome the FCA’s new listing rule requirements around
diversity and inclusion reporting, which will apply for our
Report next year. I’m pleased to report that we are already in
compliance with the FCA’s board diversity targets and I look
forward to reporting on both our Board and Executive Team
diversity fully in our 2023 Annual Report. You can read more
on how we consider Board composition in the Nomination
Committee Report found on pages 95 to 97.
Claudia Arney
Chair
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
78 deliveroo plc Annual Report 2022
Board performance
Our goal as a Board is to set a clear tone from the top, acting
responsibly in all our decision-making and in the management
of risk to achieve our strategic ambitions, underpinned by
our commitment to the highest standards of corporate
governance. In this way, we aim to ensure the long-term,
sustainable success of the Company. During our second year
as a publicly-listed company, we have continued to improve
our Board routines as a plc and to support management to
do the same. As part of this we conducted an early externally-
facilitated Board and Committee review. The independent
report concluded that the Board comprises strong and
experienced Non-Executive Directors and that both the Board
and the Committees are operating effectively and making
good progress in embedding strong governance across the
business. We gained some valuable insights from the review
process and the report, which will enable us to continue to
build on the strong foundations we have laid. More information
on the process, the outcomes and the proposed actions can
be found on pages 92 to 94.
Supporting our communities and sustainability
We understand how much environmental, social and
governance (‘ESG’) issues matter to each of the communities
of our marketplace, as well as our employees and other
stakeholders. Last year we reported on the early stages
of our journey to build a comprehensive ESG strategy. We
identified the six key areas that we consider the most
important to us and our stakeholders and where we can
have the most positive impact. I am pleased that we have
made good progress over the last year. In the second half of
the year, the Board approved additional ESG commitments
including a target date to reach net zero emissions for our own
operations. We have now linked our commitments to reduce
our direct emissions and to improve gender representation
in our workforce to our executive remuneration in relation to
the 2023 PSP awards. More detail on this can be found in our
Directors’ Remuneration Report on page 127.
Stakeholders
The Board and the Executive Team are united in our focus
on driving long-term sustainable value for the benefit of all
three sides of the marketplace as well as our shareholders
and other stakeholders. We are determined to be a diverse
and inclusive company for our employees, and to support
the communities in which we operate. For more information
on how the Board has considered our stakeholders, see the
Stakeholder statement on page 23 and our statement on how
Directors have had regard to the matters set out in Section 172
of Companies Act 2006 on page 29. For more information on
our people, see the People section on page 44.
The following pages set out details of the composition of our
Board, its corporate governance arrangements, processes and
activities during the year, as well as reports from each of the
Board’s Committees.
Yours sincerely,
Claudia Arney
Chair
15 March 2023
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
79Annual Report 2022 deliveroo plc
Board of Directors
Claudia Arney
N
Chair
Joined: 23 November 2020
Appointed to Deliveroo plc:
19 March 2021
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
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
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. Scilla is
currently a Non-Executive Director at
Taylor Wimpey plc.
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 REPORT
80 deliveroo plc Annual Report 2022
Dame Karen Jones DBE
N R
Senior Independent Non-Executive
Director (‘SID’)
Appointed to Deliveroo plc: 1 June 2021
Appointed as SID: 1 January 2022
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 Committee
• Hawksmoor – Chair
• Mowgli – Non-Executive Director
• Crown Estate – Non-Executive Director
and Senior Independent Director
• Firmenich AG – Board Member
Peter Jackson
A N
Independent Non-Executive Director
Appointed to Deliveroo plc:
1 January 2022
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
A N R
Independent Non-Executive Director
Joined: 1 October 2020
Appointed to Deliveroo plc:
19 March 2021
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 and Chair of the
Audit Committee
• Datatec Ltd – Non-Executive Director
and Member of the Audit, Risk and
Compliance Committee
• Spear 1 Investments BV –
Non-Executive Director
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
81Annual Report 2022 deliveroo plc
Board of Directors continued
Tom Stafford
Non-Executive Director
Appointed to Deliveroo plc:
19 March 2021
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
Board changes throughout
the year and up to
15 March 2023
• Peter Jackson was appointed to
the Board on 1 January 2022.
• Dame Karen Jones DBE was
appointed as Senior Independent
Director and stepped down from
the Audit and Risk Committee
and Nomination Committee on
1 January 2022.
• Adam Miller stepped down as
Chief Financial Officer on 17
September 2022. David Hancock
was appointed as Interim Chief
Financial Officer on the same
date (but was not appointed
as a member of the Board) and
stepped down from that position
on 19 February 2023.
• Lord Wolfson stepped down from
the Board from close of business
on 9 August 2022.
• Scilla Grimble was appointed as
Chief Financial Officer and as a
member of the Board with effect
from 20 February 2023.
Key to Committees
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Dominique Reiniche
A N R
Independent Non-Executive Director,
Designated Employee NED
Appointed to Deliveroo plc: 1 May 2021
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 a Non-Executive Director of
Peugeot-Citroen SA until December 2015,
of AXA SA until April 2017 and of Severn
Trent Plc until July 2021.
Other appointments
• Mondi plc – Non-Executive Director
• Chr. Hansen Holdings A/S – Chair
• PayPal Europe –
Non-Executive Director
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
82 deliveroo plc Annual Report 2022
Board Composition
Board skills
Rider
Restaurant
Customer
Marketing
Digital
Tech
Platforms
Strategy
PLC
High growth
Europe (non-UK)
US (scale)
Grocery
Operations
Founder led
Finance/M&A
IR
1
4
6
5
8
6
4
8
7
6
5
5
4
5
6
8
6
Board gender diversity
Female – 4
Male – 4
Board composition
Chair – 1
Independent Non-Executive
Director – 4
Non-Executive Director – 1
Executive Director – 2
Board tenure
<1 year – 1
1–2 years – 3
2–3 years – 3
>3 years – 1
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
83Annual Report 2022 deliveroo plc
Governance Report
Deliveroo’s governance framework
The Board
The Board is primarily responsible for setting the Group’s strategy for delivering long-term 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 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
Ensures the Board (and its Committees)
have the correct balance of skills,
knowledge and experience and that
adequate succession plans are in place.
See more on p95
Audit and Risk Committee
Oversees the Group’s financial reporting,
maintains an appropriate relationship
with the external auditor and monitors
the Group’s principal and emerging
risks, the effectiveness of the Group’s
risk management systems and internal
financial controls.
See more on p98
Remuneration Committee
Establishes the Group’s Remuneration
Policy and ensures there is a clear
link between performance and
remuneration.
See more on p106
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 statement on p4 Operational Highlights 2022 on p2 Operating and Strategic Review on p50Executive Team on p88
Supporting committees
The executives operate a number of supporting committees that provide oversight on key business activities and risks.
Our shareholders and other key stakeholders play an important role in monitoring and safeguarding the governance of our Group.
Further information on how we engage with our shareholders, employees and other key stakeholders is set out on page 86.
Chair’s statement on p78 Our principal risks on p62
The Section 172(1) statement on p29 Key Board activities during 2022 on p90
Board of Directors on p80
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
84 deliveroo plc Annual Report 2022
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 83). 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. The
Board also sets the clear tone from the top by satisfying itself
that Deliveroo’s purpose, values and culture are aligned with
its strategy.
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 84. The specific activities
undertaken by the Board during the year are set out on page
90. 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 59 and the Viability statement on page 75.
Purpose, values and culture
Our purpose is to be the definitive online food company,
providing consumers with access to the food they love for
each of the 21 weekly meal occasions. Our progress towards
achieving our purpose during 2022 is set out on pages 1 to 3.
Our values articulate the qualities that we wish to embody
in how we treat each other and conduct our business. Our
values are embedded in our operational practices through the
policies approved by the Board and the direct oversight and
involvement of the Executive Directors. 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.
Our culture is key to the strength of our business, and our
aim is that it aligns with our purpose, 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:
• regularly meeting with management and inviting employees
to present at Board and Committee meetings;
• updates on culture and employee retention from the
Chief People Officer;
• assessing cultural indicators such as: management’s
attitude to risk; fraud and whistleblowing reporting;
compliance with the Group’s 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
with employees;
• feedback from our wider stakeholders such as consumers,
riders, merchants, investors incuding ESG commentators
(see the Stakeholder statement on page 86); and
• independent assurance is also sought via the external
auditor, the Internal Audit function and other advisers.
Embedding our culture throughout our organisation is
important. Culture and value ‘fit’ is a key consideration
during our recruitment processes and is reinforced during
our induction programme and monitored by our regular
Peakon employee surveys and performance reviews. It is
also emphasised by the CEO during his monthly ‘firmwides’
which are all-Company meetings provided to everyone in the
organisation, and is echoed by the Executive Team and senior
leadership throughout their communications.
Our Senior Management team undertakes training to ensure it
is supporting its teams and encouraging the behaviours which
align with our culture.
Governance framework and Board resources
Corporate governance is essential to ensuring that our
business is run in the right way for the benefit of all our
stakeholders. The Board has established terms of reference
that set out the reserved matters that it must approve and
also the specific responsibilities that it has delegated to its
principal Committees: the Audit and Risk Committee; the
Remuneration Committee; the Nomination Committee ; and
the Market Disclosure Committee (see Board roles on page 88).
The roles and responsibilities of each Committee are set out in
formal terms of reference, which are determined by the Board,
and reviewed at least annually. These are available for review
on the Company’s website at https://corporate.deliveroo.co.uk.
Reports from our Committees are provided on the
following pages.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
85Annual Report 2022 deliveroo plc
Governance Report continued
Board leadership and Company
purpose continued
Governance framework and Board
resources continued
Board meetings are based on structured agendas to enable
the Board to focus on key business, strategic, financial and
governance topics. Draft board agendas are set by the Chair
or relevant Committee Chair with the support of the Company
Secretary, based on the annual plan established for the Board
and Committees. All Directors are able to request additional
information on any of the items to be discussed.
An agenda and accompanying pack of detailed papers are
circulated to the Board in advance of each Board meeting.
Currently these include reports from the Executive Directors,
other members of Senior Management and external advisers.
Members of Senior Management may be invited to present
relevant matters to the Board. The aim is to ensure that the
information shared with the Board is of sufficient depth
and quality to facilitate understanding and debate, without
becoming unwieldy and unproductive. The Board also receives
monthly financial information on the Company and updates on
litigation, compliance and other key matters which may arise
between meetings.
At each meeting the Directors are made aware of the key
discussions and decisions of the principal Committee by
the respective Committee Chairs. All Board and Committee
meetings are minuted and formally approved at the next
meeting. Board minutes contain details of the Directors’
decision-making processes and any follow-up actions or
concerns raised by the Directors.
The Chair and the Committee Chairs continue to work with
management to improve the approach to agendas and papers,
and to discuss the information which would be most useful
for the Board and Committees to receive, including between
formal meetings.
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. This includes
the outcome of engagement with investors, merchants,
consumers, riders, employees and other stakeholders.
The Board receives regular updates from the CEO, CFO, Chief
Operating Officer, General Counsel, Chief People Officer and
VP Investor Relations on these matters, as well as from other
members of Senior Management within the business with
particular expertise or responsibility for dealing with the
stakeholders involved.
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 23 and the Board’s Section
172 Statement on page 29.
The three-sided marketplace and local communities
The Board receives regular updates on matters relating to
our consumers, riders and merchants, and other significant
commercial arrangements, through the CEO and regular
presentations from members of the Executive Team.
Throughout the year the Board has received deep dive
presentations on some of its key markets as well as some
members undertaking site visits to our Hop and Editions sites.
The Board also receives regular reports on ESG matters from
the CEO and members of the Executive Team. Over the year the
Board has approved additional ESG commitments including
a target net zero date for our own operations, and linked
commitments to reduce our direct emissions and to improve
gender representation in our workforce, to our executive
remuneration in relation to the 2023 PSP awards. More detail
on this can be found in our Directors’ Remuneration Report
on page 127.
Employees
The Board is committed to a constructive two-way 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. As part
of the Board’s work to better understand the views of our
people, 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. A particular initial
focus for Dominique is progress with our diversity, equity and
inclusion (‘DE&I’) initiatives and so she has met with the Director
of DE&I and her team several times during the period. 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 23 and in the People section
on page 44.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
86 deliveroo plc Annual Report 2022
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 purpose
and reflect our values. The Board approves the Remuneration
Policy for the Executive Directors and, via the Remuneration
Committee, has oversight of the wider workforce
remuneration practices (for further information see page 111).
Policies are published on our intranet (the ‘People Portal’)
and employees are required to confirm their understanding
of these policies upon recruitment. To ensure that policies
are embedded in our business practices, we communicate
with staff to highlight the key messages and notify them
of any material changes. We operate a training programme
which aims to reinforce key compliance messages such as
anti-bribery, modern slavery, conflicts of interest, tax evasion
and cyber security.
As a business, we seek to conduct ourselves with honesty
and integrity and believe that it is our duty to take appropriate
measures to identify and remedy any misconduct within
or affecting the Company. Our employees and those we
work with are encouraged to embrace high standards of
conduct and are encouraged to speak out, including through
our whistleblowing ‘Speak Up Policy’, if they witness any
wrongdoing which falls short of those standards.
In 2022, the Speak Up Policy was revised and enhancements
were made to the case management and investigation
process. The Speak Up Policy is made available to all employees
and contractors alongside related guidance on the People
Portal for each market. All in-scope reports are independently
investigated, as overseen by the Regulatory Compliance team,
and appropriate action is taken as necessary. The Audit and
Risk Committee receives regular reports on Speak Up activity
including investigation outcomes and follow-up actions,
with significant findings reported to the Board as necessary.
Further information on this is in the Audit and Risk Committee
Report on page 98.
Investors
The Board is committed to maintaining good communications
with existing and potential shareholders. We hosted webcasts
for all reported results and market updates, with the exception
of Q1 (12 April 2022), due to the proximity to the full year results
on 17 March 2022. During each webcast, Executive Directors
took questions from analysts and investors to ensure an open
dialogue with the market.
Outside of reported results webcasts, throughout the year, the
CEO and CFO have met with investors after each announcement
relating to the Company’s financial performance, as well as on
an ad hoc basis.
In relation to investor relations activity, the CEO, the CFO and the
Investor Relations team collectively held over 250 meetings
with over 600 individual investors and analysts during the year.
The VP Investor Relations provides regular updates to the Board
on investor relations activity including investor feedback and
other market matters.
Prior to the publication of our first Annual Report on 30 March
2022, Dame Karen Jones DBE, SID and our Remuneration
Committee Chair, met with our largest shareholders and
with certain proxy advisers to discuss our approach to
remuneration including our Remuneration Policy. Claudia Arney,
our Chair, has also been available for investor meetings, and
met with a number of our largest shareholders around the
time of our Annual General Meeting (‘AGM’) on 20 May 2022.
Presentations were provided to analysts and investors
covering the Group’s annual and interim results, which
are also included on the investor relations section of our
website at https://corporate.deliveroo.co.uk, along with all
results and other regulatory announcements, as well as
further information for investors. Further information on our
engagement with shareholders is set out in the Stakeholder
statement on page 23 and in the next section – Annual and
General Meetings of shareholders.
Annual and General Meetings of shareholders
All shareholders may ask questions by contacting us and we
encourage participation in our 2023 AGM where they will have
the opportunity to interact with board members and ask
questions.
The Notice convening the 2023 AGM will be made available
to shareholders in advance of the meeting. This will provide
shareholders with the appropriate time, as set out in the
FRC’s Guidance on Board Effectiveness, to consider matters.
Separate resolutions will be proposed on each substantially
separate matter. 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 2022 AGM was held on 20 May 2022, and
shareholders had the opportunity to ask questions in advance
of the meeting or during the meeting. All of the resolutions
put to the meeting were passed, receiving over 96% votes
in favour.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
87Annual Report 2022 deliveroo plc
Governance Report continued
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 lead the Financial Management, Risk
and Internal Control teams and to oversee the Company’s
relationship 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 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.
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 about which the Board may require greater insight. A culture of open
dialogue and debate between the Board as a whole, the Executive Directors and the Executive Team is actively encouraged.
This is supported through regular dialogue with, and reports from, management to ensure that the Board is kept up to date
on developments.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
88 deliveroo plc Annual Report 2022
Independence
At the date of this report our Board comprises eight members:
the Chair, the CEO, the CFO and five Non-Executive Directors, of
whom four are considered independent for the purposes of
the Code.
Over half of our Board (excluding the Chair) comprises
independent Non-Executive Directors and the composition of
all Board Committees complies with the Code. Our Chair, Claudia
Arney, was considered independent on appointment. More
information about our Directors is set out on pages 80 to 83.
The roles of the Chair and CEO are clearly separated in
accordance with the Schedule of Responsibilities approved
by the Board. The Directors are appointed by the Board and
are subject to annual re-election by shareholders at the
Company’s AGM.
External 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’ conflicts of interest
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 any changes to their commitments
to the Board, immediately notify the Company of actual or
potential conflicts or a change in circumstances relating to
an existing authorisation, and complete an annual conflicts
questionnaire. Any conflicts or potential conflicts identified
are considered and, as appropriate, authorised by the Board
in accordance with the Company’s Articles of Association. The
Directors received refresher training on this topic during the
year as part of the Board’s continuing training programme.
As part of our year-end processes all situational conflicts
that have been authorised have been reviewed and it was
concluded that the potential conflicts had been appropriately
authorised, and that each Non-Executive Director is able
to dedicate sufficient time to the Company’s affairs. No
circumstances existed which would necessitate that any prior
authorisation be revoked or amended, and the authorisation
process continued to operate effectively.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
89Annual Report 2022 deliveroo plc
Governance Report continued
Key activities of the Board during 2022
The Board has been extremely busy, having met for seven scheduled board meetings and an additional five unscheduled
meetings. The Non-Executive Directors also met on five occasions without management present. Board and Committee
attendance for regularly scheduled meetings during 2022 is set out on page 91. 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 23
and the Board’s consideration of our stakeholders in its decision-making is in our Section 172 statement on page 29.
Board focus during 2022 and up to the date of this report was on the following key areas/activities:
Company strategy and performance
• Regular reports from the CEO at each meeting detailing
the performance of the business against the strategic
goals and macroeconomic impact on the business.
• Board strategy day to discuss/agree the strategic
objectives of the business and reconfirm the
Company’s purpose.
• Approval of the exits of Australia and the Netherlands
businesses.
• Approval of the 2023 plan and budget.
• Regular reports from the Executive Team on global
operations and key areas of the business and
competitor context.
• Regular reports from the General Counsel on material
litigation, regulatory and other matters impacting
the business.
Governance, people and culture
• Approval of the annual calendar and workplan for the
Board and Committees.
• Oversee maintenance of sound management and
internal control systems and approval of risk appetite.
• Refresher on Directors’ conflicts duties and cyber security.
• Consideration of Board succession matters including
the appointment of the new CFO.
• Consideration of the Board and organisations gender
and wider diversity, including new FCA requirements for
wider diversity reporting in annual reports.
• Updates from the Nomination Committee, Chief People
Officer and Employee NED on people matters including
culture, retention, values, DE&I and gender pay.
• Consideration of the proposals for redundancies in 2023.
• Regular reports from the Chairs of the Audit and Risk,
Remuneration and Nomination Committees on the work
of those Committees, and from the Company Secretary
on governance matters.
• Approval of the share purchase programme by the
Employee Benefit Trust.
• Review and approval of the investor relations plan.
• Consideration and approval of various matters relating
to the Group’s subsidiaries.
• Approval of plans/resolutions for the 2023 AGM.
Financial and investor updates
• Regular reports from the CFO at each meeting detailing
the financial performance and progress against plans
and analyst consensus.
• Consideration and approval of financial statements
and announcements including the Annual Report and
preliminary results announcement.
• Investor relations updates including regular updates
from the VP Investor Relations and broker presentations
on investor engagement and feedback, market reaction
to announcements and analysts’ views.
Wider stakeholders
• Consideration of stakeholder impacts of the exits of
Australia and the Netherlands businesses.
• Consideration of rider earnings, benefits and conditions
and regulatory matters.
• Consideration of impacts on restaurant partners
and customers.
• Consideration of shareholder and proxy adviser views
on strategy, performance and executive remuneration.
• Approval of our ESG strategy, TCFD disclosures and
Modern Slavery statement.
• Engagement at 2022 AGM.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
90 deliveroo plc Annual Report 2022
Board and committee scheduled meeting attendance for the year ended 31 December 2022
Director Board Audit and Risk Nomination Remuneration
Directors as at 31 December 2022
Claudia Arney (Chair, Chair of Nomination Committee) 7/7 N/A 2/2 N/A
Will Shu (CEO) 7/7 N/A N/A N/A
Dominique Reiniche
1
7/7 5/6 2/2 6/6
Dame Karen Jones DBE (SID, Chair of Remuneration Committee) 7/7 N/A 2/2 6/6
Peter Jackson 7/7 6/6 2/2 N/A
Rick Medlock (Chair of Audit and Risk Committee) 7/7 6/6 2/2 6/6
Tom Stafford
1
6/7 N/A N/A N/A
1. Dominique Reiniche missed one meeting of the Audit and Risk Committee, and Tom Stafford missed one meeting of the Board due to prior commitments which could
not be altered.
Composition, succession
and evaluation
Board composition
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, including in relation to gender, social and ethnic
backgrounds, cognitive and personal strengths, tenure, and
relevant experience.
Our Board is a diverse and effective team, focused on
promoting the long-term success of Deliveroo for the benefit
of all stakeholders. The Directors’ biographies are available
on pages 80 to 82. The Board recognises the recommended
diversity targets from the FTSE Women Leaders and Parker
Reviews on gender and ethnic diversity. We are pleased that
we currently meet these targets as set out, and the Board
has agreed its aim to maintain these targets provided this is
consistent with the prevailing skills and diversity requirements
of the Company as and when seeking to appoint a new
Director.
We also welcome the FCA’s new listing rule requirements
around diversity and inclusion reporting and will report on
both our Board and Executive Team diversity fully in our 2023
Annual Report.
Further information about Board diversity, including how
this will be factored into succession planning and Senior
Management development, can be found in the Nomination
Committee Report on page 95. Information about the wider
Company diversity, equity and inclusion strategy can be found
in our People section on page 46.
FTSE Women Leaders/
Parker Review requirements
Deliveroo Board
(as at 15 March 2023)
• At least 40% of the Board
are women
• 50% of the Board
are women
• At least one of the
Chair, CEO, CFO or Senior
Independent Director
is a woman
• The Chair, the CFO and
the Senior Independent
Director are women
• At least one member of the
Board is from a minority
ethnic background
• The CEO is from a
minority ethnic
background
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
91Annual Report 2022 deliveroo plc
Governance Report continued
Composition, succession
and evaluation continued
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 Board approval.
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 2023 AGM.
The service agreements and letters of appointment are
available for inspection at the Company’s registered office
during normal business hours. No other contract with the
Company or any subsidiary undertaking of the Company in
which any Director was materially interested existed during or
at the end of the financial year.
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, and the opportunity to
visit our key business sites. 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 evaluation
The Board reflects annually on the continuing effectiveness
of its activities and the quality of its decisions, and considers
the individual and collective contribution made by each board
member and the leadership of the Chair. Although the Code
requires that an externally facilitated evaluation takes place
at least every three years and so was not required this year,
the Board and Committees have conducted an externally
facilitated review of their performance with Independent
Board Evaluation (‘IBE’), including a review of the Chair’s
performance.
Our aim and the review process
Two years after IPO, our aim was to identify insights to
enable us to:
• continue to progress in building an effective and trust-based
relationship among board members and between the Board
and the Executive Team, including maximising clarity for the
Executive of the role of the Board and where it adds most
value to the Executive;
• improve our ways of working to ensure sound
governance; and
• support the maturation of Deliveroo as a public company
underpinned by a strong culture.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
92 deliveroo plc Annual Report 2022
Process and timeline
Nov 2021 Sept 2022
Nov 2022 Dec 2022 Jan 2023
Initial briefings took
place with the Board
Chair and Company
Secretary to agree
scope and design.
Interviews took place
with board members,
the Executive Team
and other senior
management.
Results were fed
back to the Chair and
CEO ahead of Board
discussion.
A Board discussion
took place at its
December meeting
to discuss the
findings and consider
proposed actions.
The Chair facilitated
a discussion with the
Executive Team on the
outcome of the review.
Results
The overall feedback confirmed that the Board as a whole,
and each of the Committees, have continued to improve
ways of working and are acting cohesively and effectively. The
assesment of individual Director performance including skills,
time commitent, contribution and independence, confirmed
that each Director continues to make a positive contribution to
the Board and relevant Committees.
The Board has focused on the right business issues, and has
identified and made good progress on key areas of strategic
focus . It has also supported the Executive Team in improving
the overall governance of the Company and evolving executive
leadership. Strategy, risk, talent development, succession
planning, and the operating model were identified as key areas
of focus for the year ahead.
Each Board Committee was included as part of the
effectiveness review and received a detailed report.
The Committee Chairs led separate discussions of their
review findings with their respective Committees, to agree
steps for 2023.
The review identified some opportunities for the Board and the
Executive Team including:
• the improvement of communication flows between the
Board and Executive Team to provide greater awareness and
insights, and to better support effective Board discussions
in some areas;
• opportunities for increased NED engagement with the
Executive Team and other Senior Management outside
of meetings;
• ensuring Board focus for 2023 on the agreed key areas
and that agendas provide sufficient balance between the
Board’s key responsibilities and operations;
• the further improvement of the format/content of board
papers; and
• a strengthened Board focus on Company culture.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
93Annual Report 2022 deliveroo plc
Governance Report continued
Composition, succession
and evaluation continued
Chair performance
The performance of the Chair was also assessed by IBE as
part of the external review including receiving feedback from
the Directors on her performance. It was confirmed that she
has built strong relationships with Board members and the
Executive Team, has a positive impact on key areas of the
business, devotes sufficient time to the role and in all respects
meets the requirements of the Code.
Deliveroo confirms neither the principal consultant nor IBE has
any connection with the Company, individual Directors nor the
Company Secretary.
Progress against 2021 actions
The 2021 internal board effectiveness review had identified
a number of focus areas. Progress on these areas was also
assessed as part of IBE’s review, with the feedback set
out below.
Focus Area Feedback on progress
Board focus during 2022
should include strategy, the
review of key areas of the
business, investor engagement
and Company culture.
There was good investor
engagement throughout
the year and an effective
Strategy Day took place in
June which provided deep
dive sessions on key business
areas. Company culture was a
focus for 2023.
To hold more ‘physical’ Board
meetings and opportunities
to engage outside the
boardroom, to continue to
build trust and a team dynamic.
During the year, the Board
had mostly met in person
and more engagement had
taken place outside of the
boardroom setting.
Board papers to be more
focused and the information
flow between Board meetings
to be improved.
Board papers and processes
had improved, and
momentum should continue
during 2023.
More opportunities for NEDs
to learn about the business,
including site visits.
There has been progress in this
area but further opportunities
should be considered,
including more site visits.
Board responsibility for the Annual Report and
Accounts – fair, balanced and understandable
The Annual Report and Accounts is required, as a whole,
to be ‘fair, balanced and understandable’ and to provide
the information necessary for shareholders to assess
the Group’s position and performance, business model
and strategy. The Audit and Risk Committee considered,
on behalf of the Board, whether the ‘fair, balanced and
understandable’ statement could properly be given on behalf
of the Directors. The Committee considered the associated
assurance processes (as set out on page 105) and provided
a recommendation to the Board that the fair, balanced and
understandable statement could be given on behalf of
the Directors. Based on this recommendation, our Board is
satisfied that it has met this obligation.
A summary of the Directors’ responsibilities in relation to the
financial statements is set out on page 139. The report of the
external auditor on page 141 includes a statement concerning
its reporting responsibilities.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
94 deliveroo plc Annual Report 2022
Nomination Committee Report
As Nomination Committee Chair, I am pleased to present the
Committee’s report for the year ended 31 December 2022.
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 makes recommendations to the Board/
Committees with regard to any changes.
We are fully compliant with the Code in relation to the
composition of our Board and Committees. More information
on the Committee’s responsibilities is set out below. The detail
of the composition of our Committees is set out in the relevant
Committee reports.
Membership, meetings focus and attendance
In addition to me as Chair, during FY2022 the Committee
comprised five independent Non-Executive Directors until
Lord Wolfson stepped down from the Board with effect from
close of business on 9 August 2022. The Company Secretary
is secretary to the Committee and the CEO, the Chief People
Officer and other members of the Senior Management team
may be invited to attend for all or part of a Committee meeting
as appropriate.
During the year the Committee led the process to identify
a new Chief Financial Officer for appointment to the Board,
reviewed the Company’s talent and succession plans for the
Executive Team and senior management, and reviewed the
Board and senior leadership diversity, with further detail set
out below. The Committee met formally twice during the year,
with additional regular communications to provide updates on
the CFO search and other matters. Meeting attendance can be
found on page 91.
Committee members
1
Claudia Arney (Chair) Independent
Rick Medlock Independent
Dominique Reiniche Independent
Dame Karen Jones DBE Independent
Peter Jackson Independent
Lord Wolfson (until 9 August 2022) Independent
1 See page 91 for information on Committee attendance.
Roles and responsibilities
The roles and responsibilities of the Committee include:
• the regular review of the structure, size and composition
of the Board to ensure it has the proper balance of
skills, experience, independence and diversity;
• making recommendations to the Board in relation to the
composition of its Committees;
• succession planning for Directors and senior executives,
including oversight of the development of a diverse
pipeline for succession, with a view to addressing the
leadership needs of the Company to ensure that it can
continue to compete effectively in the marketplace;
• identifying and nominating candidates to fill Board
vacancies including managing the search process;
• keeping under review potential conflicts of interests
of Directors disclosed to the Company and developing
appropriate processes for managing such conflicts
where necessary;
• overseeing Board induction training and evaluation; and
• overseeing the Company’s policy, objectives and
strategy on Board, Senior Management and workforce
diversity, equity and inclusion.
Claudia Arney
Chair, Nomination
Committee
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
95Annual Report 2022 deliveroo plc
Board changes
On 20 June 2022 we announced the appointment of Scilla
Grimble as Chief Financial Officer and that Adam Miller would
step down from the Board effective from 17 September 2022.
David Hancock was also appointed as Interim CFO, but did
not join the Board. Scilla took up her role as CFO and joined
the Board on 20 February 2023. The Board is confident that
Scilla’s highly relevant skills and experience will help us to take
advantage of the significant opportunities before us and will
be invaluable as we continue to build our business.
Scilla was appointed as CFO following a formal search process
led by executive search firm Egon Zehnder, who were
appointed on 2 February 2022. A clear brief was set and a skills
mapping exercise undertaken to ensure that prospective
candidates would possess the right skills and experience to
act effectively as a leader of the finance function, contribute
to strategic and business discussions and support the
Company in achieving its ambitions. The brief also ensured that
candidates would be the right fit in terms of our organisational
culture and to reflect our aim to maintain an accessible and
diverse leadership team and Board. A shortlist of suitable
candidates was drawn up and interviews were conducted
by me and members of the Board. 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 addition, we announced that Lord Wolfson had decided to
step down from the Board with effect from 9 August 2022 as
the time required to continue with his role at Deliveroo was no
longer compatible with his executive and other commitments.
Talent and succession planning
The Committee regularly reviews plans for the orderly
succession for appointments to the Board so that the right
balance of appropriate skills and experience is represented,
and diversity characteristics that would enhance Board
membership are considered. During the year, the Committee
considered the balance of skills, experience, diversity and
independence of board members, and Board feedback on this
was obtained as part of the Board’s effectiveness review.
The Committee also recognises that building a broader
talent pipeline for executive succession, particularly for the
Executive Team, is a key priority to achieving the Company’s
strategic plans. During the year, the Committee reviewed the
Group’s Senior Management pipeline and succession plans. The
current focus is to support the Company’s path to profitability
and to execute the hyperlocal framework which requires
strong leadership and an efficient and effective organisation
(see the Founder and CEO’s Letter on page 4).
Diversity, equity and inclusion
The Board believes that its perspective and approach can
be greatly enhanced through diversity of gender, social and
ethnic 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 workforce.
This view underpinned the approach taken to the Chief
Financial Officer search (described under Board Changes
on this page), and going forward the Board is committed to
ensuring that this continues to be the approach taken in
respect of the composition of the Board and the Executive
Team. All recommendations for Board and Executive
Team appointments will be made on merit and to secure
an appropriate balance of skills and experience across
our leadership.
In terms of its current composition, we are pleased that the
Board meets the recommendations of the FTSE Women Leaders
and Parker Reviews on gender and ethnic diversity, as follows:
• 50% of our Board are women (guidance: at least 40%);
• our Chair, CFO and Senior Independent Director are women
(guidance: at least one of the Chair, CEO, SFO or SID is a
woman); and
• our CEO is from a minority ethnic background (guidance:
at least one member of the Board is from a minority
ethnic background).
In terms of our Senior Managers as at 31 December 2022,
61% of our leadership was male versus 39% female. Details
of gender diversity across the wider business can be found
in the People section on page 46. This data shows that there
is still much work to be done in this area, particularly in
increasing opportunities for women to move into senior roles.
The Board remains committed to supporting the efforts of
the Executive Team on DE&I matters. This will be an important
area of ongoing focus for the Company and will be monitored
by the Committee in the coming year, in line with the Board
diversity policy. More information about wider diversity, equity
and inclusion at Deliveroo and the range of initiatives planned
and underway can be found in our People section on page 46.
Our Gender Pay Gap Report can be found on our website on
https://corporate.deliveroo.co.uk.
The Committee considered the new diversity reporting
requirements for annual reports published in the Financial Conduct
Authority Policy Statement (which confirms amendments to the
Listing Rules), and applicable to our FY2023 Annual Report to be
published in 2024. As noted above, we have confirmed our Board
diversity as against the FTSE Women Leaders and Parker Review
targets, and will be considering the other reporting requirements
ahead of the publication of our FY2023 Annual Report.
Nomination Committee Report continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
96 deliveroo plc Annual Report 2022
Election and re-election of Directors and
Committee effectiveness
In line with the provisions of the Code and the Company’s Articles,
each Director 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 are reviewed annually as
part of the Board evaluation. The Committee has satisfied itself
as to the individual skills, relevant experience, contributions
and time commitment of all Non-Executive Directors, taking
into account their external appointments and interests
held. The Board is therefore recommending the election or
re-election of all continuing Directors at this year’s AGM.
The Committee conducted an externally facilitated review
of its performance with Independent Board Evaluation, the
results of which are set out on page 93.
Claudia Arney
Chair, Nomination Committee
15 March 2023
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
97Annual Report 2022 deliveroo plc
Audit and Risk Committee Report
As Chair of the Audit and Risk Committee, I am pleased
to present the Committee’s report for the year ended
31 December 2022.
The Committee has continued to play a vital role in
assisting the Board in its oversight responsibility and
monitoring of the integrity of the financial information for
the benefit of our shareholders. This included monitoring
of the Company’s governance framework and providing
independent challenge and oversight of the accounting,
financial reporting and internal control and risk management
processes. The Committee Terms of Reference can be
found at https://corporate.deliveroo.co.uk. Our key areas of
responsibility are set out on page 99.
The Committee met on six occasions during FY2022. Our focus
has been on supporting management to continue to improve
ways of working and financial/internal control processes,
building on progress made since the IPO, as well as approving
the Committee’s annual work plan to the end of FY2023.
Detailed work has included: the ongoing review of progress
against the recommendations set out in the Financial Position
Prospects and Procedures (‘FPPP’) Report; briefings on our
key risks, the evolution of our risk management framework
and risk appetite; the monitoring of ongoing improvements
to accounting, financial, internal control and other processes
(such as whistleblowing); regular updates on key litigation and
compliance matters, information, platform and cyber security,
and the adequacy of engineering and technology resource;
and oversight of the work undertaken by our external auditor,
Deloitte LLP (‘Deloitte’), its independence and approval of
associated fees. More detail on the Committee’s work during
2022 and up to the date of this report is set out on page 100.
We decided to establish an Internal Audit function and to
appoint a Head of Internal Audit, who joined the Company
in December 2021. During FY2022 the Head of Internal Audit
focused on establishing the internal function and resource,
including the guiding principles and scope of the function
under the Internal Audit Charter (the ’Charter’), which sets out
the nature of services that Internal Audit provides and how
Internal Audit will help the organisation to achieve its objectives.
A risk-based Internal Audit Plan was adopted for the rest of the
year along with the commencement of internal audit review
reports, with the findings and actions considered by the
Committee. Further information on this is set out on page 104.
Committee members
1
Rick Medlock (Chair) Independent
Dominique Reiniche Independent
Peter Jackson (1 January 2022) Independent
1 See page 91 for information on Committee attendance.
Rick Medlock
Chair, Audit and Risk
Committee
Focus for 2023
• Continue to monitor plc governance and further
improvements in ways of working, including those
recommended by the auditor following our first audit as
a public company.
• Support the induction of the new Chief Financial Officer.
• Consider the key risks to the business and monitor
our risk and internal controls processes as these
become further embedded and as we mature as a
listed company.
• Monitor the development and progress of the internal
audit function.
• Review of cyber security, IT issues and resilience
processes including platform security risks and
business continuity plans.
• Monitor TCFD compliance.
• Oversee planned accounting process improvements
and automation.
• Review the final recommendations arising from the BEIS
consultation on ‘Restoring trust in audit and corporate
governance’ and consider and monitor management’s
implementation plans for the new requirements.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
98 deliveroo plc Annual Report 2022
Key responsibilities
The Committee’s responsibilities include the following:
• monitoring the integrity of the Group’s financial
statements and any formal announcements relating
to the Group’s financial performance, including the
review of significant financial reporting judgements
contained in them;
• consideration of the Group’s Viability statement and
going concern assessment;
• providing advice on whether 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;
• establishing the selection and appointment procedures
for an external auditor and the conduct of any
competitive tender process for the provision of external
audit services including making recommendations to the
Board about the appointment, reappointment, resignation
or removal of the external auditor;
• overseeing the relationship with the external auditor,
including: reviewing the findings of the audit and external
Auditor’s Report as well as management’s responsiveness
to the external auditor’s findings; assessing the
effectiveness of the external audit process and quality
(taking into consideration relevant UK professional and
regulatory requirements); monitoring their effectiveness,
independence, qualifications and expertise; and
negotiating and approving the terms of engagement
and remuneration;
• developing and implementing a policy on the engagement
of the external auditor to supply non-audit services and
approving such services while considering the impact this
may have on auditor independence and reporting to the
Board on any improvement or action which may be required;
• reviewing our whistleblowing procedures (known
internally as ‘Speak Up’) which allow employees and other
parties to report concerns of potential misconduct
in confidence with the aim of allowing independent
investigation and appropriate follow-up action;
• monitoring and reviewing the effectiveness of the Group’s
Internal Audit function;
• overseeing risk management and internal control
processes, ensuring that risks are appropriately identified,
managed and mitigated and controls are designed and
implemented;
• advising the Board on the Group’s overall risk appetite,
tolerance and strategy and on the current risk exposures
and future risk strategy. This includes monitoring the
effectiveness of the Group’s risk management and
internal control framework, including the adequacy
and effectiveness of the internal financial controls and
whether risk management is embedded within the Group,
through regular assurance reports from management,
Internal Audit, external audit and others on matters
related to risk and control; and
• reporting to the Board on how the Committee has
discharged its responsibilities.
The Committee meets at least four times a year at
appropriate intervals in the financial reporting and audit
cycle and otherwise as required. The Committee has formal
terms of reference which can be viewed on the Company’s
website at https://corporate.deliveroo.co.uk.
Looking forward, the Committee will continue to review the
financial reporting of the Group and focus on supporting the
continuing evolution of risk management and internal control
processes, particularly in view of the changing regulatory
landscape and challenging external environment. This includes
the BEIS proposals for audit and governance reforms under
the consultation paper ‘Restoring trust in audit and corporate
governance’, which the Committee will consider, ensuring
compliance with any new requirements.
The remainder of this report contains the work of the
Committee and matters addressed by it during the period,
which should be read in conjunction with the Independent
Auditor’s Report from page 141 and the Group’s financial
statements from page 149. This includes the significant
accounting matters and issues relating to the financial
statements that the Committee assessed, which can be found
on page 102.
The Committee conducted an externally facilitated review
of its performance with Independent Board Evaluation, the
results of which are set out on page 93.
Rick Medlock
Chair, Audit and Risk Committee
15 March 2023
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
99Annual Report 2022 deliveroo plc
Audit and Risk Committee Report continued
Committee membership and Code compliance
The Committee comprises three independent Non-Executive
Directors: Rick Medlock, Dominique Reiniche and Peter Jackson.
The Committee is considered to be independent for Code
purposes as it is made up solely of independent Non-Executive
Directors. Member biographies can be found on pages 80 to 82.
The Company Secretary is secretary to the Committee. The
Board Chair, CEO, CFO, VP Finance, General Counsel, Head of Risk,
Control and Compliance, Head of Regulatory Compliance, Head
of Internal Audit, external auditor and other senior members of
the Finance team also routinely attend meetings by invitation.
The Code stipulates the following:
• The Committee, as a whole, shall have competence relevant
to the sector in which the Company operates. 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; and
• At least one Committee member should have recent and
relevant financial experience. Rick Medlock meets this
requirement as he 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 the Committee, as a whole,
has the relevant business sector competence and complies
with the Code. Details of the Committee members’ experience
can be found in their biographies on pages 80 to 82.
Main activities during 2022 and following the year-end
During the financial period until 31 December 2022 and following the year-end the Committee focused on the following key areas.
Financial and
narrative reporting
• Review of FY2021 audit/Annual Report processes and recommendations of the external auditor’s
Management Letter, and agreement of implementation of its recommendations.
• Review of financial reporting matters including the approval of market announcements for the
interim results, trading updates and the preliminary 2022 year-end results, as well as the review
and recommending approval of the 2022 Annual Report.
• Review of plans and process for the preparation of the Annual Report and Accounts for FY2022
including timelines, verification and resource.
• Review of the UK Corporate Governance Code and other requirements relating to year-end
matters including: the review of the Group’s accounting policies; significant accounting
judgements and financial reporting matters; principal risks; going concern and viability including
the underlying assumptions and stress-test analysis in support; the effectiveness of the Group’s
risk management and internal control systems; and ‘fair, balanced and understandable’ reporting
in the 2022 Annual Report.
• Regular updates on general Group accounting processes including the progress of ledger
automation and subsidiary financial statement preparation and audit improvements.
Risk management and
internal control
• Review of the adequacy and effectiveness of the Group’s risk management systems and internal
control processes through evaluating: risk heatmaps; the risk management framework; Internal
Audit reports; and business and financial control updates.
• Review of principal and emerging risks including the risk appetite proposal for recommendation
to the Board.
• Review of information and cyber security, IT issues and resilience processes, platform security
risks, business continuity plans, user access controls, and tax and treasury matters through
regular updates.
• Review of the Group’s insurance programme.
Internal audit • Review of plans to establish the Internal Audit function including the guiding principles, team
composition and scope of the function and approval of the Internal Audit Charter.
• Review and approval of the Internal Audit Plan for FY2022 and review of reports from the Head of
Internal Audit on internal audit findings and actions.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
100 deliveroo plc Annual Report 2022
Relationship with the
external auditor
• Approval of the external audit plan for FY2022.
• Review of the scope of, and findings from, the external audit for FY2022 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 the level of fees paid to Deloitte 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 FY2023 and associated fees.
• Review of the outcome of the FRC’s inspection team, the Audit Quality Review (‘AQR’), review of
Deloitte’s audit of the FY2021 financial statements.
Governance,
compliance,
whistleblowing
and fraud
• Support and advice to the Interim CFO.
• Committee annual calendar and agenda planning.
• The review of the Committee’s terms of reference and Committee effectiveness.
• Corporate governance and regulatory matters including reporting against the TCFD requirements,
as well as other regulatory and governance updates.
• Ongoing review of progress on the actions contained in the FPPP Report (with most actions
completed during the year), including updates on financial integrity assurance, development of a
Business Continuity Management System and formulation of an agreed Internal Audit Plan.
• Review and approval of new and/or amended policies including the Treasury Policy.
• Review of business integrity measures including the Speak Up process, and monitoring
investigations and any appropriate follow-up actions.
• Review of reports on procedures, monitoring and investigations relating to anti-bribery and
corruption, anti-money laundering, sanctions and fraud and loss prevention, as well as other
litigation, legal and compliance matters.
The Committee met six times during FY2022 and separately
with the external auditor and the Head of Internal Audit. In
addition, the Committee Chair holds regular private sessions
with the CFO, the senior finance team, the Head of Risk, Control
and Compliance and the Company Secretary, to ensure that
open and informal lines of communication exist should they
wish to raise any concerns outside formal meetings.
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 estimation. 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 on page 102.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
101Annual Report 2022 deliveroo plc
Audit and Risk Committee Report continued
Significant matters for the year
Significant matters for the year
ended 31 December 2022 How the Committee addressed these matters
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 (2021: £3.9 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. An impairment charge of £697 million (FY21: nil) has been recognised in relation to
the investment in Roofoods Ltd. Refer to note 6 in the Parent Company financial statements for the
related disclosures.
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.
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 and reverse 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. During 2022, management
has adopted and utilised for the year, a new process for the identification and measurement of
recognisable costs. This involves the collection of more granular project-by-project information on
a quarterly feedback cycle, to ensure that there is a regular review of ongoing projects to assess
whether they meet the criteria for capitalisation, and ensure that the measurement of the related
costs can be performed reliably.
Share options issued to non-employees – in 2021 options were issued to a small number of
non-employees in return for services provided in the pre-IPO period (see note 26). As no share-
based payment charge had previously been recorded for these options, a prior year restatement
has been made to correct this omission. The Committee considered the accounting impact (as
described in note 4) and also the implications of the control deficiency that led to this omission,
in particular whether as part of the progress towards a more mature system of internal controls
(discussed further on page 103, ‘Evaluation of Internal Controls”’) there were appropriate controls in
place to identify such matters following the IPO. The Committee is satisfied that this was an isolated
matter and appropriate controls are now in place to prevent the recurrence of such an issue.
External Auditor
The Committee’s responsibilities include; making a
recommendation on the appointment, reappointment
and removal of the external auditor and overseeing its
effectiveness and independence. The Committee 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 all appropriate guidelines) and makes a
recommendation to the Board and its shareholders accordingly.
Deloitte was first appointed as auditor of the Group in FY2018,
and was reappointed at our AGM held on 20 May 2022. The
current external audit engagement partner is Mark Lee-Amies.
The Company is required to have a mandatory audit tender
after 10 years as a listed company, and so the Audit Committee
will continue to monitor auditor tenure.
During the period the Committee approved the terms of
engagement with Deloitte for FY2022, the external audit plan
and the proposed audit fee. The Committee reviewed the audit
process and the quality and experience of the audit partners
engaged in the audit, and also considered the extent and
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
102 deliveroo plc Annual Report 2022
nature of challenge demonstrated by the external 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 as set out below.
The Committee considers that the Company has complied
with the Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender Processes
and Audit Committee Responsibilities) Order 2014 for the
financial year under review.
A review of the FY2021 audit file by the FRC’s inspection
team, the AQR, took place during August 2022. The AQR team
completed its formal governance processes and wrote to the
Chair of the Audit and Risk Committee with its conclusion on
the results of its review. The review had been completed with a
satisfactory outcome.
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 Financial
Reporting Council’s (‘FRC’) 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 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 FY2022 the external auditor was not engaged to provide
permitted non-audit services (FY2021: £1.7 million of non-audit
services fees were in respect of the IPO). Details of fees to the
external auditor during the financial year can be found in note
28 to the financial statements.
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 systems 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 59 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 to reflect
the outcome of the FPPP Report. Management is now focusing
on progressing these further to the next level of maturity,
which will include the new BEIS requirements, once published.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
103Annual Report 2022 deliveroo plc
Audit and Risk Committee Report continued
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:
• Inside Information, Disclosure and Share Dealing;
• Whistleblowing (known internally as the ‘Speak Up Policy’);
• Conflicts of Interest;
• Anti-Bribery and Corruption;
• Anti-Facilitation of Tax Evasion;
• Anti-Fraud;
• Anti-Money Laundering; 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 and are required to confirm that they understand
their obligations.
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
59 and Viability statement on page 75.
During FY2022 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;
Regulatory Compliance; Finance; Information Security; 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
on page 59.
Internal audit
The role of Internal Audit is to provide independent and
objective assurance that the Company’s risk management
and internal control systems are well designed and operate
effectively. The Head of Internal Audit reports functionally
to the Committee and administratively to the Chief Finance
Officer. The purpose, scope 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.
The function uses an Enterprise 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 Head of Internal Audit 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 2022, the focus was on establishing the Internal
Audit team, approval of the Charter and delivery against the
Committee approved Internal Audit Plan. The work completed by
Internal Audit during the year included areas of internal controls
over financial reporting, cyber security, business continuity
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
104 deliveroo plc Annual Report 2022
and disaster recovery, payroll and people. In 2023, reviews are
planned in areas of information security, restaurant lifecycle
management and payments, data management, Long-Term
Incentive Plans and internal controls over financial reporting.
Whistleblowing (known internally as ‘Speak Up’)
It is important to ensure there is an appropriate mechanism
for employees and other parties to report any concerns
regarding suspected misconduct and that the Board should
routinely review this mechanism and the reports arising from
its operation. In 2022, a new whistleblowing platform was
launched, the Speak Up Policy was revised and enhancements
were made to the case management and investigation
process. Communications are issued to the business on
how to report concerns and the importance of speaking up.
The Speak Up Policy is made available to all employees and
contractors on joining the business and is published alongside
related guidance on the People Portal for each market. Case
management is overseen by the Regulatory Compliance team
and reports are independently investigated by subject matter
experts in the Finance, Legal, Risk, Control and Compliance or
Regulatory Compliance teams.
The Committee receives regular reports on investigation
outcomes as well as periodic reporting 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
adequate 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 13 March 2023, 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 2022 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 2022 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 94.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
105Annual Report 2022 deliveroo plc
Directors’ Remuneration Report
The Remuneration Committee (the ‘Committee’) comprised
three independent Non-Executive Directors during the
financial year. The Committee’s full terms of reference
are available on Deliveroo’s corporate website at:
https://corporate.deliveroo.co.uk. Key responsibilities and
focus areas for the year for the Committee are set out
on page 111.
This is my second year as Chair of the Remuneration
Committee and I am pleased to present our Directors’
Remuneration Report covering the financial year to
31 December 2022.
The report is divided into the following sections:
• the Annual Statement which outlines the Committee’s work
during the year and the decisions taken relating to Directors’
remuneration;
• 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; and
• the Annual Report on Remuneration, which sets out
the remuneration outcomes for the financial year to
31 December 2022 (‘FY2022’), and details how the Committee
will seek to implement the Policy for the financial year to
31 December 2023 (‘FY2023’).
This year the Committee’s focus has been on implementing
the Policy in line with the Group’s long-term business strategy,
whilst maintaining our commitment to high standards of
corporate governance.
In this Annual Statement, I have set out information on the
business context and the wider operating environment, details
of executive remuneration outcomes in FY2022, the intended
implementation of the Policy for FY2023 and the key focus
areas for the Committee during FY2022. The latter included a
reassessment of Deliveroo’s employee reward philosophy to
better align with our strategy going forward.
Committee members
1
Dame Karen Jones DBE (Chair) Independent
Dominique Reiniche Independent
Rick Medlock Independent
1. See page 91 for information on Committee attendance.
Key sections of this report
Section
Chair’s Annual Statement
See p106
Remuneration at a glance
See p112
Link between incentives and strategy
See p114
Summary of the Directors’ Remuneration Policy
See p115
Annual Report on Remuneration
See p119
Fairness, diversity and employee considerations
See p128
Other disclosures
See p132
Dame Karen Jones DBE
Chair, Remuneration
Committee
Chair’s Annual Statement
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
106 deliveroo plc Annual Report 2022
Business context
The uncertainties and challenges of the past year are set
to continue into 2023, and we know that it will be a difficult
time for many of our partners and other stakeholders. As set
out in detail in the CEO’s letter on page 4, despite a difficult
environment, Deliveroo has continued to execute on its
strategy, particularly making strong gains in profitability. We
have grown to take share in key markets hyperlocally, and
strengthened the Company and our team. We also had to face
some tough choices during the year. Although we expanded
in the Middle East, we made the difficult decision to exit the
Netherlands and Australia as we had not been able to build
leading positions in those markets. In February 2023, the
Company made the extremely difficult announcement that
it was starting a redundancy process across the Company,
impacting around 9% of our workforce. Post COVID-19 and with
the current unforeseen economic headwinds, we felt it was
important to right-size the organisation for the opportunities
and challenges ahead. Our team members have continued
to show resilience, determination and creativity during these
challenges and the Board is grateful for their commitment
and efforts.
Executive remuneration outcomes in FY2022
Annual bonus outcome for FY2022
The only Executive Director participating in the FY2022 bonus is the former CFO, Adam Miller. The CEO does not participate in the
annual bonus and will not for the duration of the current Policy. The payout for FY2022 is based on the following achievement:
Measure Weighting Threshold Target Maximum Actual
Growth in GTV* (in constant currency*) 45% 25% 33% 41% 7%
Adjusted EBITDA* 45% £(136.0)m £(114.0)m £(91.0)m £(45.0)m
Employee engagement score as
measured by Peakon
10% Score at
external
benchmark
of 8.2
Score of +0.2
from external
benchmark
at 8.4
Score of +0.4
from external
benchmark
at 8.6
Score of -0.4
from external
benchmark
at 7.8
* Alternative performance measure (‘APM’), refer to glossary on page 192 for further details.
Full details of the FY2022 performance targets and actual
performance against the targets are set out on page 119. The
formulaic outcome for the former CFO, Adam Miller, was 45% of
his maximum opportunity of 180% of base salary, pro-rated to
17 September 2022 when he stepped down from the Board.
See further detail on page 119.
The Committee undertook a robust review of the formulaic
outcome for FY2022 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 FY2022, and the input and
effort of the former CFO during the year. It was determined
that no discretion should be exercised to adjust the
formulaic outcome.
PSP awards granted in FY2022
PSP awards were made for the second time under the
Deliveroo Incentive Plan (‘DIP’) to the CFO and the Senior
Management team on 12 April 2022. The CEO, Will Shu, does not
currently participate in PSP awards and this will be the case for
the duration of the Policy period.
The PSP awards granted are subject to stretching
performance targets based on a total shareholder return
(‘TSR’) performance matrix covering both absolute and
relative TSR, ensuring that participants receive payouts only
where long-term value is delivered to shareholders, and
combined with exceptional performance. The Committee
reserves its discretion to adjust vesting outcomes if it is felt
they are not appropriate in light of the overall underlying
Company performance and shareholder experience over
the performance period. Page 121 provides full details of the
performance targets.
A share price of £3.90 was used to calculate the number of
shares granted to the former CFO for the FY2022 PSP award. As
a result, the PSP award was reduced to around 170% of salary
(as measured using a closing share price on the date of grant
of £1.08). This also ensures that the award does not benefit
from windfall gains as a result of the share price at grant vs the
award made in 2021.
No PSP grant was eligible to vest in FY2022 as the first PSP
award was granted in FY2021.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
107Annual Report 2022 deliveroo plc
Directors’ Remuneration Report continued
Chair’s Annual Statement continued
Implementation of the Policy for FY2023
Base salary
There will be no increases to salary in FY2023 for Executive
Directors. Will Shu’s salary as CEO is £600,000. Scilla Grimble was
appointed as CFO on 20 February 2023 on a salary of £500,000
which matches that of her predecessor.
Annual bonus
The maximum bonus opportunity for Scilla Grimble will be 180%
of salary. One-half of any payout is delivered in cash with the
remaining half paid in shares deferred for three years subject
to continued employment.
For FY2023, our annual bonus will continue to incorporate
GTV growth and adjusted EBITDA measures, each with a 45%
weighting, and a stakeholder measure linked to service, with
a 10% weighting to support our focus on this critical area for
the Group. This service measure will replace the ESG measure
related to employee engagement that was part of the 2022
annual bonus. The service measure will target an improvement
in customer service outcomes that have the biggest impact
on customer retention, such as missing items and cancelled
orders. The introduction of a service component into the
annual bonus reflects our strategic priorities for 2023. 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
In order to execute our ambitious growth strategy, it is
necessary that we apply the tools available to us to attract and
retain the best, highly skilled talent we need to be competitive
and to build value for shareholders. The PSP is instrumental
in aligning the interests of our senior executives and our
shareholders. The maximum Policy limit for PSP awards is 600%
of salary.
For FY2023, Scilla Grimble will be granted a PSP award of 500%
of salary. The Committee considers that the level of award for
FY2023 is appropriate.
Performance will be assessed using three independent
measures of relative TSR, absolute TSR and ESG. The relative
and absolute TSR measures will each have a weighting of
45% of the maximum opportunity. The ESG component (10%)
will contain 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, to ensure our commitments
to sustainability are reflected in the overall pay structure.
Challenging performance targets have been set to support
Deliveroo’s ongoing business expectations, details of which are
set out on page 127. Further discussion on implementing our
ESG commitments into variable pay is set out later in this letter.
There is a change in the assessment of performance versus
the current in-flight PSP awards where vesting for TSR is
measured on a matrix or inter-dependent basis of both relative
and absolute TSR. Under the current approach, if threshold
performance is not achieved on one of the measures,
then there will be zero payout regardless of the level of
performance against the other measure.
The Committee has reviewed this approach and is of the view
that a change to using independent TSR measures is in the best
interests of all stakeholders for the following reasons:
• targets should be challenging but realistic and provide
an appropriate retention mechanism (as well as one of
motivation and alignment) for all participants including
incoming executives;
• this will better address the impact of external market
volatility on the measures that are outside the control of
management; and
• the approach is consistent with market practice and
increases the simplicity and transparency of the
long-term incentive.
Further details on implementation of the Policy for FY2023 can
be found on page 126.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
108 deliveroo plc Annual Report 2022
Other key focus areas for the Committee
Shareholder engagement
At the AGM on 20 May 2022, shareholders approved the Policy
with 96.24% votes in favour, thus making it binding for three
years. We also received overwhelming support for the FY2021
Directors’ Remuneration Report with 99.01% votes in favour.
The Committee was pleased with the strong shareholder
support received in relation to our Policy and Directors’
Remuneration Report. The Committee was also appreciative of
the feedback received from proxy advisers in connection with
long-term incentive opportunity levels that could be awarded
under the Policy and, in particular, on recruitment. However,
the Committee wishes to re-emphasise that these tools will
be used judiciously in ensuring that we can compete for the
best talent with the right skills as we seek to execute a very
ambitious and challenging growth strategy.
The Committee has not undertaken any further formal
consultation with shareholders and proxy advisers given this
is not a Policy year and we continue to implement the Policy
in line with commitments that we have made. However, the
Committee desires to maintain an open dialogue with our
shareholders and the main proxy advisers, and we are always
interested to hear feedback on our approach to remuneration.
To complement the detail provided in this report, we are also
reaching out to major shareholders via letter to inform them
of the changes to incentive measures we are intending to
implement in 2023. We welcome any feedback, directly or
throughout the wider governance engagement being led by
the Chair of the Board, Claudia Arney, ahead of the 2023 AGM.
Progress on implementing our ESG commitments
into variable pay
The Committee acknowledges the great significance of
environmental, social and governance (‘ESG’) matters to
each of the three sides of our marketplace, as well as to
our employees and other stakeholders. We have set out
in our Sustainability review on page 31 the key pillars of
our focus and the actions we are taking against these. The
Committee is mindful of the importance of linking executive
pay to our sustainability strategy as a direct lever to promote
positive change.
We are introducing an ESG component containing equally
weighted measures targeting reduction in our Scopes 1 and 2
greenhouse gas emissions, and improving the representation
of women at senior levels, with a combined 10% weighting
for the FY2023 PSP award. By integrating ESG measures into
multi-year executive incentives, we aim to promote long-term
change, and demonstrate our commitment to making tangible
progress in driving social and environmental sustainability for
the business.
Deliveroo employee reward philosophy
Our diverse and talented team members continue to be critical
to the delivery of our strategy and our long-term success. We
are committed to creating an inclusive working environment
and rewarding employees in a fair manner. The Committee is
made aware of pay and employment conditions throughout
the Group and is mindful of this when making decisions on
executive pay. It is also responsible for overseeing wider
all-employee pay and ensuring that incentives support
our Company purpose, culture and values. The Committee
receives regular updates from the Chief People Officer on
recruitment and reward matters and how these align with the
wider organisation.
As Deliveroo has continued to mature as a public company
and given the challenging external environment, during 2022
the Committee reviewed a revised total reward approach.
This is designed to provide better support for our strategy
going forward and to reflect UK market practice, as well as the
shifts observed in the global tech industry. We have reaffirmed
our commitment to providing competitive pay to all of our
employees to ensure we attract and retain talent capable
of delivering our ambitious strategy. The revisions to our
reward philosophy mark a transition to utilising previously all-
encompassing equity awards in a more targeted way. We are
proud of widespread employee equity ownership across the
Group, and equity ownership in the business remains critical
and culturally important for us, but we recognise that it should
be balanced appropriately, taking into account our objectives,
costs and the dilutive impact. This shift in the deployment
of equity has been important in the context of helping us
continue to meet our strategic ambitions in a challenging
external environment as we continue to evolve for the future.
The Committee is committed to reviewing the total reward
approach on an annual basis to assess its continued fitness.
The Board is also committed to a constructive two-way
dialogue with our employees, to enable us to better consider
their interests and to help ensure that the Company is a great
place to work. Information on our total reward approach
can be found on page 128 alongside our progress towards
fostering an inclusive and engaging working environment.
More information on the ways in which we engage with our
employees and other key stakeholders can be found in the
Stakeholder statement on page 23 and in the People section
on page 44.
Gender pay and diversity
Deliveroo is committed to creating an inclusive environment
and a diverse organisation where different perspectives
are listened to and people of all backgrounds are welcome.
The Board reviews matters relating to gender pay and
diversity throughout the year and detailed information can
be found in the People section on page 46. By introducing
a target to improve the representation of women at senior
levels as part of our long-term incentive ESG component,
we aim to demonstrate our firm commitment to improving
representation, particularly in our technical teams within
Deliveroo where the number of women at senior levels has
been historically lower.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
109Annual Report 2022 deliveroo plc
Directors’ Remuneration Report continued
Chair’s Annual Statement continued
Other key focus areas for the Committee continued
Dilution
The Committee is keenly aware of the dilutive effect of share-
based compensation and monitors this closely. As set out
later in this report on page 128, given the market conditions
within which the Company operates, there is a need to
manage the dilution of shareholder capital effectively. As
already mentioned, a revised approach to equity has been
implemented this year. Furthermore, during the year shares
were also bought by Deliveroo’s Employee Benefit Trust (EBT).
In 2022, the Company granted 98.9 million share awards while
14.3 million awards were forfeited, as detailed in note 26.3.
Furthermore, during the year 0.9 million shares were issued to
satisfy options exercised and 74.5 million shares were acquired
by the EBT to be used to satisfy exercises of employee
share-based compensation awards. The net effect of these
movements was that the total diluted share count increased
in the year by 11.0 million shares or 0.56% (measured as a
percentage of the total diluted share count at the end of 2021).
The Committee will continue to keep this under review.
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). Since the 42 days following IPO and
across 2021 and 2022:
• the Company has granted 135.6 million share awards;
• 9.1 million shares have been forfeited that would otherwise
have counted towards the dilution limits; and
• currently 126.5 million shares are outstanding that potentially
count towards the dilution limits.
Riders
As a vital part of the three-sided marketplace, there is a great deal
of interest in the rider community. Given their strategic importance
to our business and their status as non-employees, matters
relating to riders are considered by the Board and are not within
the remit of the Committee. For further information on riders
please see our Business Model section on page 14, Stakeholder
statement on page 23 and Sustainability review on page 31.
CFO change
As announced on 20 June 2022, Adam Miller stepped down as
Chief Financial Officer on 17 September 2022. On behalf of the
Committee, I would like to thank Adam for his contribution and
commitment to Deliveroo over the past four years.
Details of Adam’s remuneration arrangements relating to his
time on the Board were set out in the Section 430(2B) Statement
and can also be found on page 125. A summary relating to key
elements of Adam’s remuneration is also set out below.
• Adam has been granted ‘good leaver’ status in respect of
his entitlement to a bonus for FY2022. Adam’s FY2022 bonus
will be paid fully in cash given Adam is a US tax citizen and is
subject to the provision of Section 409A of the US Internal
Revenue Code. Details of Adam’s FY2022 bonus can be found
on page 119.
• Adam’s deferred share awards from FY2021 will also be paid
fully in cash given he is a US tax citizen and is subject to the
provision of Section 409A of the US Internal Revenue Code.
• Adam has been granted “good leaver” status in respect of his
FY2021 and FY2022 PSP awards. Accordingly, those awards will
vest to Adam on their normal vesting date (on a pro-rata basis).
• Adam will not participate in the FY2023 annual bonus and will
not receive a 2023 PSP award.
• Adam is subject to a two-year post-employment
shareholding requirement and it was agreed that this would
cover all shares acquired through Deliveroo share plan
awards prior to his final date of employment and, therefore,
this would cover his pre-IPO awards. In line with the Policy,
the post-employment shareholding requirement equals
the lower of Adam’s shareholding at the point of him leaving
the Company or 800% of his salary.
Scilla Grimble joined as Chief Financial Officer on 20 February
2023. Scilla has a wealth of experience in senior finance and
leadership roles. We are confident that her highly relevant
skills and experience will help us to take advantage of the
significant opportunities before us and will be invaluable
as we continue to build our business. Details of Scilla’s core
remuneration package were set out earlier under the header
‘Implementation of the Policy for FY2023’ on page 108.
Scilla Grimble has also received Deliveroo awards to
compensate her for the value of any short and long-term
incentive awards she has forfeited on leaving her previous
employer, subject to performance conditions where
appropriate. Details can be found on page 121.
Concluding remarks
The Committee continues to support the Group’s journey as a
public company through operating within the Policy while also
closely monitoring market conditions and making permitted
adjustments where necessary. We are committed to achieving
balanced outcomes by providing Deliveroo with the necessary
tools to attract, retain and motivate executives in the competitive
global marketplace, while also considering the impact for the
Company and our shareholders in the context of a volatile
economy and continued rebalancing of our strategic priorities.
I look forward to your support for this Directors’ Remuneration
Report, which is subject to an advisory shareholder vote at the
Company’s AGM in May 2023.
If you would like to discuss any aspect of this Remuneration
Report, I would be happy to hear from you as part of the
general governance exercise being led by the Chair of the
Board ahead of the AGM, or separately. You can contact me
through the Company Secretary, Catherine Sukmonowski. I will
also be available at the Company’s AGM in May 2023 to answer
any questions you might have.
On behalf of the Committee and the Board.
Dame Karen Jones DBE
Chair, Remuneration Committee
15 March 2023
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
110 deliveroo plc Annual Report 2022
What are the Committee’s responsibilities?
• Determine the Policy for the Company’s Chair, Executive Directors, Company Secretary and other members of the
Executive Team.
• Determine the individual remuneration packages of the Chair, the Executive Directors, the Company Secretary and other
members of 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, ensuring that incentives
for employees support the culture and values of the Company.
What are the key areas of focus for the Committee?
Focus areas for FY2022 Focus areas for FY2023
Shareholder engagement on the Policy ahead of the AGM. Shareholder engagement on Policy implementation.
Determining outturn of the FY2021 annual bonus targets. Determining outturn of the FY2022 annual bonus targets.
Setting FY2022 annual bonus structure including targets. Setting FY2023 annual bonus structure including targets.
Setting FY2022 PSP award targets. Setting FY2023 PSP award structure including targets.
Consideration of appropriate ESG measures for the FY2022
annual bonus.
Consideration of appropriate ESG measures for the FY2023
annual bonus and PSP award.
Refining and resetting the wider reward philosophy as a response
to market changes, and reviewing pay arrangements, including
equity awards.
Overseeing the implementation of changes to the wider
reward philosophy.
Monitoring developments in market practice. Monitoring developments in market practice.
Oversight on employee pay arrangements including engagement
on pay.
Continual oversight on and review of employee pay
arrangements including engagement on pay.
Setting remuneration arrangements for the incoming CFO and
reviewing exit arrangements for the outgoing CFO.
—
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
111Annual Report 2022 deliveroo plc
Directors’ Remuneration Report continued
Remuneration at a glance
Executive Directors’ single figure outcomes for FY2022
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 15.5 10.0 — — — 625.5
Adam Miller (CFO)
1
356.4 20.2 — 287.4 — — 664.0
1. Salary and annual bonus figures for Adam Miller represent a pro-rated salary and annual bonus to 17 September 2022, when he stepped down from the Board. Adam
Miller opted out of pension contributions for FY2022. No PSP awards vest until 2024.
Find out more information on single figure outcomes on page 119.
Annual bonus outcome for FY2022
FY2022 is the second year of the operation of the annual bonus. The former CFO had a maximum annual bonus opportunity of
180% of salary. The CEO does not participate in the annual bonus and will not for the duration of the current Policy. 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 former CFO for his time on the Board until
17 September 2022 is summarised below.
Performance
measures Weighting
Threshold
(25%)
Target
(50%)
Maximum
(100%) Actual
Outcome
as % of
maximum
Formulaic
outcome
£’000
Outcome
pro-rated for
Board service
£’000
Growth in GTV
1*
45% 25% 33% 41% 7% 0% nil nil
Adjusted EBITDA
2*
45% £(136.0)m £(114.0)m £(91.0)m £(45.0)m 45% 405.0 287.4
ESG measure:
employee
engagement
score
3
10% Employee
engagement
score at
external
benchmark
of 8.2
Employee
engagement
score of +0.2
from external
benchmark
at 8.4
Employee
engagement
score of +0.4
from external
benchmark
at 8.6
Employee
engagement
score of -0.4
from external
benchmark
at 7.8
0% nil nil
Outcome for the
former CFO
45% 405.0 287.4
1. YoY growth in constant currency.
2. Measured on a statutory basis.
3. Measured against an average employee engagement score in a sector-appropriate peer group as captured by Peakon.
* Alternative performance measure (‘APM’), refer to page 192 for further details.
Find out more information on the annual bonus outcome on page 119.
PSP awards granted in FY2022
A PSP award was granted to the former CFO in April 2022. The IPO price of £3.90 was used to determine the number of shares under
the PSP award and as a result the award was effectively reduced to c.170% of salary (share price on the date of grant being £1.08).
Performance will be measured against a matrix of absolute and relative TSR at the end of the performance period. The CEO does
not participate in the PSP and will not for the duration of the current Policy.
Find out more information on the FY2022 PSP award to the former CFO on page 120.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
112 deliveroo plc Annual Report 2022
Policy implementation for FY2023
The CEO does not participate in the annual bonus or in the PSP awards and will not for the duration of the current Policy.
Financial year 2023 2024 2025 2026 2027 Implementation for FY2023
Salary CEO: £600,000; new CFO: £500,000
Pension 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 stakeholder targets
PSP awards Performance period Holding period 500% of salary subject to relative
TSR, absolute TSR and an
ESG component
Shareholding
requirement
To be built up over five years and maintained 800% of salary requirement –
CEO exceeds requirement
Find out more information on the Policy’s implementation for FY2023 on page 126.
Core principles of remuneration and the Policy
Deliveroo’s remuneration framework is underpinned by a 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 value proposition and
to build a durable competitive advantage. This is critically dependent on having the right people
to achieve this – particularly in our Engineering, Product and Data Science teams. Although the
market for tech talent has become less intense during the year due to the external environment,
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 persons with the right broader, relevant skills to support our organisation
as it evolves. Given the challenging external environment during 2022, the remuneration
framework has been reviewed to ensure it remains competitive and flexible, supports our
strategy going forward and the overall shareholder experience, and also reflects UK market
practice as well as the observed shifts in the global tech industry.
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 a retention and motivation 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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
113Annual Report 2022 deliveroo plc
Directors’ Remuneration Report continued
Remuneration at a glance continued
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 and
we keep our framework under review to ensure it reflects the changing macroeconomic environment in which we operate. The
changes we made to the implementation of the Policy in 2022 and for 2023, are intended to ensure continued alignment of the
remuneration structure with our strategy and our pathway to profitability. Our strategy is set out in more detail 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 18 including a detailed description of each KPI.
Incentives under Policy Performance measures Why does this measure support our strategy?
2023 annual bonus GTV growth GTV is directly aligned to our growth strategy and focuses our Executive
Team on our objectives regarding building the best market proposition in
our market, building long-term relationships with customers and merchants
and increasing market penetration. It is a widely used measure for
understanding the total value spent by consumers on our marketplace.
Adjusted EBITDA Adjusted EBITDA is an important profitability measure and we adopt it in
our business operations wherever possible amongst other measures and
key performance indicators. It is an indicator of the underlying trading
performance of the Group and is used, amongst other measures, to evaluate
operations from a profitability perspective and our progress along our path
to profitability.
Stakeholder measure The use of a service measure in the FY2023 bonus is a continuation of our
focus on this as a critical area for the success of the Group. We have evolved
our approach to include a measure targeting an improvement in customer
service outcomes that have the biggest impact on customer retention.
This reflects our strategic priorities for 2023 including supporting long-term
sustainable growth. We will continue to consider the selection of the most
appropriate measures for future years.
2023 PSP awards TSR TSR captures the market’s expectations of future company growth and as
a result is aligned to the financial KPIs; this is measured on both an absolute
and relative basis.
The absolute TSR measure ensures that the incentive drives an absolute
increase in shareholder value creation over the performance period,
regardless of the performance of the broader market. The relative TSR
measure ensures that the incentive drives long-term outperformance of the
market and shareholder value creation.
ESG measures 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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
114 deliveroo plc Annual Report 2022
Other features of our incentive framework which support our strategy
Focus on performance-based pay
A high proportion of Executive Team 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 is part of Deliveroo’s culture and enables our talent to act and think as owners.
Executive Directors 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 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 table presents a
summary of the current Policy. 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
FY2022
Fixed pay
To attract, retain and
motivate executives.
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 2022 or 2023.
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.
No changes were implemented to
benefits for the Executive Directors.
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%. 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.
Executive Directors were eligible to
receive up to 4% of salary contributions
until 31 March 2022 and up to 5% of
salary contributions from 1 April 2022 –
this is aligned to the employer pension
contribution available to the majority
of the UK employee population. The CEO
elected to receive monthly contributions
of £833.33 for the full FY2022 and
the former CFO opted out of pension
contributions.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
115Annual Report 2022 deliveroo plc
Directors’ Remuneration Report continued
Elements of remuneration Key operation features under current Policy
How the Policy was implemented in
FY2022
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 former CFO had a maximum
opportunity of 180% of salary. The CEO
does not participate in the annual bonus
for the duration of the current Policy.
2022 bonuses were paid based on
financial objectives (90%) and an ESG
target (10%).
Details of the former CFO’s bonus
outcome are set out in full on page 119.
Long-term variable pay
Three-year performance
assessed on financial
and other relevant
measures, 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 2022 award was granted to the
former CFO using the IPO price of £3.90
to calculate the number of shares
granted and this effectively reduced the
PSP award to c.170% of salary. Further
information on the treatment of the
award can be found in the Payments to
past Directors/payments for loss of office
section of this report on page 125. The
CEO does not participate in the PSP for the
duration of the current Policy.
The 2022 PSP measures are based on a
TSR matrix with stretching absolute and
relative performance targets. Details of
the targets can be found on page 121 of
this report.
Shareholding
requirements
Shareholding
requirements ensure
that executives 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 former CFO is subject to a two-
year post-employment shareholding
requirement. It was agreed that all
shares acquired through Deliveroo share
plan awards prior to his final date of
employment, including pre-IPO awards,
would be covered by the requirement.
This equates to a holding of c. 220%
1
of
salary as at 31 December 2022.
1. Calculated by reference to closing share price as at 31 December 2022 of £0.86.
Summary of the Directors’ Remuneration Policy continued
Summary of the Directors’ remuneration policy continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
116 deliveroo plc Annual Report 2022
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.
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.
Predictability
The range of possible values of rewards
to individual 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 FY2022 bonus incorporates a component
relating to ESG, and from FY2023 performance criteria spanning over a multi-year
performance period will be incorporated into the long-term incentive.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
117Annual Report 2022 deliveroo plc
Directors’ Remuneration Report continued
Summary of the Directors’ Remuneration Policy continued
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 six 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 six 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** 31 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 and the length of service for each NED are shown in the table below (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 1 month 3 months
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
* Represents the date on which the Non-Executive Director joined the Deliveroo plc Board.
** Each NED is expected to serve on the Board until the end of the AGM following the third anniversary of their appointment. This is subject to election and subsequent
annual re-election by shareholders. Subject to mutual agreement, they are each expected to serve a further three years, and up to nine years from appointment in
line with the provisions of the 2018 Code, subject to annual re-election.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
118 deliveroo plc Annual Report 2022
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 FY2022 and FY2021
(from date of incorporation, 25 February 2021 to 31 December 2021), respectively.
Executive Director single total figure of remuneration
Salary
Taxable
benefits
2
Pension
3
Total fixed
Annual
bonus
4
PSP awards
vested
5
Other
Total
variable
Total
single figure
Director Year
1
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Will Shu (CEO)
6,7
2022 600.0 15.5 10.0 625.5 — — — — 625.5
2021 519.2 13.8 9.2 542.2 — — 105,639.3 105,639.3 106,181.5
Adam Miller
(CFO)
6
2022 356.4 20.2 — 376.6 287.4 — — 287.4 664.0
2021 437.5 8.9 — 446.4 720.0 — — 720.0 1,166.4
1. Figures for 2022 represent a full year of remuneration for Will Shu. Adam Miller stepped down from the Board on 17 September 2022. His salary, benefits and pension
disclosed in respect of 2022 represent emoluments for his time on the Board. Figures disclosed in respect of 2021 are pro-rated for the period from the date of
incorporation (25 February 2021) to 31 December 2021. No salary increases were awarded during 2022 to the Executive Directors.
2. 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.
3. Executive Directors are eligible to participate in the Company defined contribution scheme or, as of 1 April 2022, to receive a monthly supplement in lieu of Company
contributions after they have contributed a certain amount into their pension. In FY2022, the CEO and former CFO were eligible to receive up to 4% of salary
contributions until 31 March 2022 and up to 5% of salary contributions from 1 April 2022 in line with the changes made to the pension arrangements available to
the wider organisation. The CEO elected to receive a monthly pension contribution of £833.33 for the full FY2022. The former CFO opted out of receiving a pension
contribution in FY2022. The arrangements for the two Executive Directors were the same for FY2021.
4. Adam Miller’s annual bonus for FY2022 was pro-rated for his time on the Board. The FY2021 figure represents the annual bonus for the full financial year.
5. No PSP awards vested in the period ended 31 December 2022. The 2021 PSP award is expected to vest in spring 2024.
6. The CEO and the former CFO both 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 FY2021. Further details on these incentives are set out on page 120.
7. On 5 March 2021, the Company granted the CEO, Will Shu, 27,087,000 RSUs. As the RSUs were awarded in FY2021, it is a requirement under the Directors’ Remuneration
Reporting Regulations that they are included in the year of award and, therefore, these RSUs are included within the single figure of total remuneration for FY2021
under ‘Other’. The RSUs are included based on the IPO offer price of £3.90.
Annual bonus outcome for FY2022 (audited)
FY2022 is the second year of the operation of the annual bonus plan. The former CFO had a maximum bonus opportunity of 180%
of salary. His award was pro-rated to the date of his stepping down from the Board (being 17 September 2022). 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 FY2022 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 FY2022 and the inputs and efforts of the former 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
% of maximum
Growth in GTV
1*
25% 33% 41% 45% 7% 0%
Adjusted EBITDA
2*
£(136.0)m £(114.0)m £(91.0)m 45% £(45.0)m 45%
ESG measure:
employee
engagement
score
Employee
engagement
score at external
benchmark
of 8.2
Employee
engagement
score of +0.2
from external
benchmark
at 8.4
Employee
engagement
score of +0.4
from external
benchmark
at 8.6
10% Employee
engagement
score of -0.4
from external
benchmark at 7.8
0%
Total outcome as a percentage of maximum for CFO 45%
Total bonus formulaic outcome for CFO (£) 405,000
Total bonus payable to CFO after pro-ration (£) 287,383.56
1. YoY growth in constant currency.
2. Measured on a statutory basis.
* Alternative performance measure (‘APM’), refer to glossary on page 192 for further details.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
119Annual Report 2022 deliveroo plc
Directors’ Remuneration Report continued
Annual Report on Remuneration continued
Annual bonus outcome for FY2022 (audited) continued
The GTV growth outcome of 7% versus a target of 33% reflects a more challenging consumer environment than assumed in the
plan, which negatively impacted new consumer acquisition and retention, and frequency for existing consumers.
However, the adjusted EBITDA outcome of £(45.0) million versus a target of £(114.0) million reflects strong progress on our
profitability levers, in spite of the weaker GTV growth. In particular, gross profit margin exceeded our plan as we successfully
optimised our consumer fees, and we exercised strong cost control through measures such as pausing hiring in many areas and
moderating marketing spend when it was clear that topline progression was below plan.
The negative drivers of the employee engagement score varied; however, the biggest impact was related to the difficult external
environment we were operating in, namely the rise of inflation in the UK, and the pressures on the technology sector globally in the
second half of 2022. These external factors reflected on employee perception of pay, growth opportunities and overall strategic
priorities.
The pro-rated bonus for 2022 will be paid to the former CFO fully in cash without any deferral applied 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. Details of this are set out in the Payments to past Directors/payments for loss of office section later in
this report.
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 and former CFO, 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.
Awards granted in FY2022
PSP award granted in FY2022 (audited)
In FY2022, a PSP conditional share award was granted to the former CFO, Adam Miller. The CEO does not participate in the PSP award
and will not for the duration of the current Policy.
Director
Basis of award
(% of salary)
Percentage
payable at
threshold
(% of maximum)
Vesting
period
Performance
period
Number
of conditional
shares awarded
Face value
of award
Share price
used to
determine
number of
shares granted
1
Adam Miller (CFO)
1
600% 25% 12 April 2022–
11 April 2025
12 April 2022–
11 April 2025
769,230 £3,000,000 £3.90
1. The IPO price of £3.90 was used to determine the number of shares which were granted. On the actual date of grant of the PSP award, the closing share price was
£1.08. Therefore, the face value of the PSP award was c.170% of salary. This is illustrated below.
3,000
3,000
2,500
2,000
1,500
1,000
500
0
£’000
CFO PSP award maximum
face value at 600% salary
CFO PSP award actual face value
based on closing price on date
of grant of £1.08
£2,169 million is the difference
between the maximum face value and
the actual face value at the grant date
Value of award equals c.170% of salary
based on number of shares granted
and price on grant date
2,169
831
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
120 deliveroo plc Annual Report 2022
The performance targets for the PSP award granted to the former CFO on 12 April 2022 are set out below. Performance will be
measured over a three-year period matching the vesting period. Payouts occur on a straight-line basis between each of the
performance points. The Committee has used its discretion to waive the two-year holding period that would normally apply to
the vested award given the former CFO’s level of shareholding and the operation of the post-cessation shareholding requirement
which is considered to provide adequate alignment to the share price post his departure. The targets below were disclosed in an
RNS statement on 14 April 2022.
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 an absolute share price figure (£)
<£2.90 nil nil nil nil
£2.90 (threshold) nil 25% 45% 65%
£3.90 (target) nil 45% 63.75% 82.5%
≥£4.90 (maximum) nil 65% 82.5% 100%
Deferred bonus plan award granted in FY2022
In FY2022, a time-vesting share award was granted in respect of the deferred portion of Adam Miller’s FY2021 bonus, equal to 50%
of the £720,000 bonus earned. To this effect, on 12 April 2022, 92,307 shares were awarded to Adam at a share price of £3.90. Upon
his departure from the Company, Adam’s bonus was settled in cash 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.
Buy-out awards to the new CFO, Scilla Grimble
As set out in the announcement dated 20 June 2022, it was agreed that buy-out awards would be made to Scilla Grimble under
the Deliveroo Incentive Plan (‘DIP’) as compensation for incentives forfeited on leaving her previous employer, Moneysupermarket.
com plc. Once made, awards will vest subject to her continued service with Deliveroo and to the satisfaction of the conditions set
out below.
As at the date of this report, the awards have not yet been granted. Details will be set out in the relevant RNS announcement and
in next year’s Director’s Remuneration Report. The value of each buy-out award has been designed to be no greater than the value
being forfeited under the awards provided by Scilla’s prior employer.
• 2021 LTIP award – this award replaces the forfeited award made to Scilla under Moneysupermarket’s Long-term Incentive
Plan on 31 March 2021. It is intended that an award over 129,932 Deliveroo plc shares be granted to Scilla, converted from
Moneysupermarket.com shares using a 30 dealing day trailing average share price to the date of the announcement of Scilla
leaving her previous employer (being 20 June 2022). Given that around two-thirds of the performance period will have elapsed
when Scilla joins, an estimated outcome of 30.8% of the maximum opportunity will be applied on conversion of the award, which
in the Committee’s view represents a fair assessment of the performance of the Moneysupermarket.com award to date, and as
such no further performance conditions will apply. The award will vest to its original vesting schedule, on 31 March 2024, subject
to the DIP rules. A holding period of two years will apply to the award after vesting in line with the Policy.
• 2022 LTIP award – this award replaces the forfeited award made to Scilla under Moneysupermarket’s Long-term Incentive
Plan on 31 March 2022. It is intended that an award over 797,635 Deliveroo plc shares be granted to Scilla, converted from
Moneysupermarket.com shares using a 30 dealing day trailing average share price from the date Scilla Grimble forfeited the
2022 LTIP award (being 17 February 2023 when she stepped down from the Moneysupermarket.com board). The award will
have the same performance conditions as the PSP awards granted to the Executive Team in 2022, and will vest on the same
date as these awards, after which a two-year holding period will apply in line with the Policy. The performance conditions 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. Targets are as follows:
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%
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
121Annual Report 2022 deliveroo plc
Directors’ Remuneration Report continued
Annual Report on Remuneration continued
Buy-out awards to the new CFO, Scilla Grimble continued
• 2022 annual bonus – this award replaces the 2022 Moneysupermarket annual bonus, which Scilla is forfeiting. In line with the
information disclosed in Moneysupermarket.com’s Directors’ Remuneration Report for FY2022, the value of Scilla’s forfeited
annual bonus has been calculated as 117.2% of her maximum opportunity of 135% (outcome of 86.8%). With reference to
her 2022 base salary of £434,800, the total value of the award forfeited is £509,499. The payment of the cash element (being
two-thirds of the total value, or £339,666) will be made in the first practical payroll run. The equivalent value of the deferred
share element (being one-third of the total value, or £169,833) will be converted to Deliveroo plc shares using the 30 dealing
day average share price immediately preceding the date on which Scilla would have been granted the deferred share award
by Moneysupermarket. The number of shares over which the award is intended to be granted is not yet finalised. The award will
vest after three years in line with the Policy.
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 2022
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 Jun 21 Sep 21 Dec 21 Mar 22 Jun 22 Sep 22 Dec 22
Deliveroo FTSE 100 index
Chief Executive Officer’s historical remuneration
The remuneration for the CEO for the period from incorporation (25 February 2021) to 31 December 2021, and for FY2022 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
CEO Will Shu Will Shu
Total remuneration (£’000) (reported) 106,181.5 625.5
Total remuneration (£’000) (excluding one-off RSU award) 542.2 625.5
Annual bonus (% of maximum)
1
— —
Vesting of PSP awards (% of maximum)
2
— —
1. The CEO did not participate in the annual bonus for FY2021 and FY2022 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 and FY2022 and will not participate for the duration of the current Policy.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
122 deliveroo plc Annual Report 2022
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 FY2021 (from the
date of incorporation, 25 February 2021 to 31 December 2021), respectively.
Non-Executive Directors’ remuneration
Fees
Taxable
benefits
2
Total
remuneration
All figures shown in £’000 Year
1
£’000 £’000 £’000
Claudia Arney 2022 425.0 — 425.0
Pro-rated 2021 389.6 — 389.6
Dominique Reiniche 2022 110.0 — 110.0
Pro-rated 2021 73.3 — 73.3
Dame Karen Jones DBE 2022 160.0 — 160.0
Pro-rated 2021 72.9 — 72.9
Peter Jackson
3
2022 90.0 — 90.0
Pro-rated 2021 N/A N/A N/A
Rick Medlock 2022 125.0 — 125.0
Pro-rated 2021 114.6 — 114.6
Lord Simon Wolfson
4
2022 54.9 — 54.9
Pro-rated 2021 82.5 — 82.5
Tom Stafford
5
2022 — — —
2021 — — —
1. Figures for 2022 represent a full year of fees paid. Figures for 2021 are pro-rated for the period from date of incorporation to the end of the financial year (25
February 2021 to 31 December 2021).
2. There were no taxable benefits paid to Non-Executive Directors during the year.
3. Peter Jackson joined the Board on 1 January 2022.
4. Lord Simon Wolfson stepped down from the Board effective close of business on 9 August 2022.
5. Tom Stafford waived all fees and benefits for FY2021 and FY2022.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
123Annual Report 2022 deliveroo plc
Directors’ Remuneration Report continued
Annual Report on Remuneration continued
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. Since the current CFO, Scilla Grimble, was appointed in 2023, she is not included in the disclosure. 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 2022
£’000
Estimated
change
at +/- 50%
share price
change
£’000
Executive Directors
5
Will Shu (CEO) 800% 100,299,642 24,608,000 N/A 17,903% 107,420.6 53,710.3
Adam Miller (former CFO)
6,8
800% 1,123,817 1,604,907 1,538,460 469% 2,346.7 1,173.4
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 51,282 N/A N/A N/A N/A N/A
Peter Jackson N/A 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
Lord Simon Wolfson
7
2,326,858 N/A N/A N/A N/A N/A
Tom Stafford nil N/A N/A N/A N/A N/A
1. Represents actual shares owned at 31 December 2022. 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. On 31
December 2022, Adam Miller held 1,512,600 unvested RSUs. Between 31 December 2022 and his last date of employment at the Company a total of 166,800 of these
RSUs vested. Any RSU awards unvested as at 17 February 2023 have lapsed. 92,307 shares relating to Adam’s 2022 DSP award were cancelled and settled in cash on his
departure from the Company.
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 (calculated on net of tax basis). It is calculated with reference to the
closing share price of £0.86 at 31 December 2022 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. Adam Miller stepped down from the Board on 17 September 2022.
7. Lord Simon Wolfson stepped down from the Board effective close of business on 9 August 2022. In connection with his appointment at the time of the IPO, he
acquired Ordinary Shares in Roofoods Ltd (‘Roofoods Shares’) and received a matching award of Roofoods Shares. Under the terms of the matching award, Lord
Simon Wolfson subscribed for Roofoods Shares at their nominal value on terms that the shares may be forfeited (in whole or in part) if he ceased to be a Director of
the Company within three years of 4 February 2021. Those Roofoods Shares were exchanged for Deliveroo plc shares in connection with the IPO. Since he ceased to
be a Director effective close of business on 9 August 2022, Lord Simon Wolfson has forfeited a total of 767,142 Deliveroo plc shares.
8. As at 15 March 2023, no further changes have occurred to the interests stated in the above table, with the notable exception of the changes described in footnote 2
to this table in respect of Adam Miller’s shareholding. His post-cessation shareholding as at 16 March 2023 constitutes 1,208,879 shares actually owned. He holds no
shares subject to continued service. His unvested shares subject to performance will be appropriately pro-rated on vesting of his 2021 PSP and 2022 PSP awards,
respectively, to 451,291 and 218,276 shares.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
124 deliveroo plc Annual Report 2022
Payments to past Directors/payments for loss of office (audited)
Lord Wolfson stepped down as a Non-Executive Director effective close of business on 9 August 2022. He received no payments
for loss of office.
Adam Miller stepped down as Chief Financial Officer on 17 September 2022. Thereafter, Adam was placed on garden leave
until 17 February 2023, during which time he remained accessible to the Group. Details of Adam’s remuneration arrangements
relating to his time on the Board were set out in the Section 430(2B) Statement and this section further outlines his remuneration
treatment. Other than the treatment set out below, no further payments for loss of office will be made to Adam. Payments for loss
of office to Adam Miller were consistent with the Policy.
Fixed remuneration
Adam was paid salary and benefits for the duration of his garden leave to a total of £212,334.73. Payment in lieu of basic salary and
benefits for the remainder of Adam’s 12-month notice period will continue to be paid in monthly instalments after the end of his
employment and up to 20 June 2023, to a total of £168,589.74.
Annual bonus
Adam will not participate in the 2023 bonus arrangements.
Adam has been granted ‘good leaver’ status in respect of his entitlement to a bonus for FY2022. Adam’s FY2022 bonus will be paid
fully in cash given that Adam is a US tax citizen and is subject to the provision of Section 409A of the US Internal Revenue Code.
Adam Miller’s FY2022 bonus was pro-rated to the date he stepped down from the Board on 17 September 2022. Details of the
bonus outcome are outlined on page 119. Adam’s bonus will be paid at the same time as for Deliveroo’s executive management
team. Adam’s deferred bonus of £360,000 from FY2021 was settled fully in cash 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.
The Remuneration Committee considers that ‘good leaver’ treatment is appropriate in recognition of Adam’s historic contribution
to the business and his agreement to assist with a smooth transition of his responsibilities.
Long-term Incentive Plan
For the reasons set out above, Adam has been granted ‘good leaver’ status in respect of his FY2021 and FY2022 PSP awards.
Accordingly, those awards will vest to their normal vesting schedules and subject to their original performance conditions, and
will be released on their vesting date on a pro-rata basis to his termination date, being 17 February 2023. The Committee has used
its discretion to waive the two-year holding period that would normally apply to the vested awards given the former CFO’s level
of shareholding and the operation of the post-cessation shareholding requirement which is considered to provide adequate
alignment to the share price post his departure. Adam will not participate in the FY2023 PSP award.
Pre-IPO awards
Pre-IPO awards held by Adam Miller in the form of time-vesting RSUs continued to vest until his termination date, being 17 February
2023. The unvested portion of those awards (1,345,800 shares) lapsed on his termination date.
Outstanding PSP awards and pre-IPO awards
The table below illustrates the shares outstanding as at 31 December 2022 after the treatment described above has been applied:
Outstanding shares Date of grant
Number of
shares granted
Outstanding shares after
pro-ration (if applicable)
Effective
vesting date
2021 PSP
1
15.05.2021 769,230 451,291 15.05.2024
2022 PSP
2
12.04.2022 769,230 218,276 12.04.2025
Total Performance Share Plan 1,538,460 669,567
Pre-IPO Restricted Share Unit (‘RSU’) awards
3
15.02.2019 400,000 16,800 Awards
unexercised
as at
17.02.2023
have lapsed
15.01.2020 600,000 162,600
15.06.2020 1,000,000 374,800
15.11.2020 2,000,000 958,400
Total Restricted Share Units 4,000,000 1,512,600
Total 5,538,460 2,182,167
1. 2021 PSP pro-rated to 58.7% reflecting the number of days of the vesting period that Adam Miller was in employment with the Company.
2. 2022 PSP pro-rated to 28.4% reflecting the number of days of the vesting period that Adam Miller was in employment with the Company.
3. On 31 December 2022, Adam Miller held 1,512,600 unvested RSUs. Between 31 December 2022 and his last date of employment at the Company a total of 166,800 of
these RSUs vested, of which 81,738 shares were sold, solely to satisfy tax liabilities and associated dealing costs, resulting in an award of 85,062 shares. Adam Miller
did not retain any net proceeds as a result of these sales. Any RSU awards unvested as at 17 February 2023 lapsed. As at the date of this report Adam Miller holds no
unvested RSU shares, and 1,208,879 shares actually owned.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
125Annual Report 2022 deliveroo plc
Directors’ Remuneration Report continued
Annual Report on Remuneration continued
Payments to past Directors/payments for loss of office (audited) continued
Post-cessation shareholding requirement
Adam Miller is subject to a two-year post-employment shareholding requirement. It was agreed that all shares acquired through
Deliveroo share plan awards prior to his final date of employment, including pre-IPO awards, would be covered by the requirement.
In line with the Policy, the post-employment shareholder requirement equals the lower of the shares held at cessation of
employment and 800% of Adam’s salary. On cessation Adam had an estimated effective shareholding of c.220% of salary (based
on a closing share price of £0.91 as at 17 February 2023) which will be subject to the post-cessation holding requirement.
Contribution to legal and tax costs and D&O insurance
Deliveroo has covered legal fees incurred by Adam for legal and tax advice in connection with his departure arrangements up to
a maximum of £20,000 (plus VAT), and has continued to contribute up to £15,000 (plus VAT) towards the filing of his UK and US tax
returns for the years in which he was employed by Deliveroo. Adam continued to be covered by the Company’s Directors’ and
Officers’ insurance for the duration of his employment.
Statement of implementation of the Policy for FY2023
Element Summary and implementation for FY2023
Salary No increase to the salaries for Executive Directors has been awarded for FY2023. Salaries are:
• CEO: £600,000
• New CFO: £500,000
Pension The CEO and new CFO are entitled to receive a pension contribution of up to 5% of salary in line with
employees in the UK or 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 will not participate in the annual
bonus in FY2023. 50% of total bonus is paid in cash and the remaining 50% is paid in the form of DSP awards
deferred for three years.
Payout 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%
• Stakeholder measure – service metric measuring 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 FY2023 Directors’ Remuneration Report. Malus and
clawback provisions apply.
* Alternative performance measure (‘APM’), refer to glossary on page 192 for further details.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
126 deliveroo plc Annual Report 2022
Element Summary and implementation for FY2023
PSP award Even though under the Policy the maximum amount that can be awarded to an executive is 600% of base
salary (including an exceptional RSU award of up to 750% of salary for new hires), given the current market
cap of the Company, it is intended that an award of 500% of salary be made to the new CFO. The Committee
considers this is justified and reasonable in order to incentivise the incoming executive.
The CEO does not participate in the annual bonus or 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 45% weighting, an absolute TSR
measure with a 45% 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
between threshold
and maximum
80th percentile
Absolute TSR 25% p.a. growth
from grant
30% p.a. growth
from grant
40% p.a. growth
from grant
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
Representation of
women at senior
levels
44% women
(underpin of 33%
in tech)
48% women
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) as the baseline against which performance will be measured in 2025.
Reduction in Scope 2 emissions will be considered on a market basis for the purpose of this target.
The gender representation target applies to senior levels of the organisation, defined as Level 7 and above.
In formulating our target we used a snapshot of data from January 2023 headcount as the baseline – with
39% of senior roles across the Company held by women (26% in tech roles, and 46% in non-tech roles).
Payout starts when representation reaches 44% across the Company, with an underpin requiring at least
33% representation of women in tech roles (rounding permitted). This will ensure that representation
improves across all parts of the Company before payouts can be generated under the incentive. Stretch
payout is achieved by reaching 48% women across the Company.
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 ESG measures, payout is on a straight line from threshold to maximum. For absolute
TSR, pay out is on a straight line 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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
127Annual Report 2022 deliveroo plc
Directors’ Remuneration Report continued
Element Summary and implementation for FY2023
NED fees 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: £425,000
• Non-Executive Director base fee: £90,000
• Senior Independent Director fee: £35,000
• Committee Chair fee: £35,000
• Employee Engagement Non-Executive Director fee: £20,000
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 therefore committed to ensuring the reward framework is
applied appropriately across the organisation with a particular
focus on Executive Directors and Executive Team 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 2022 the Committee reviewed a revised total reward
approach designed to better support our strategy going
forward, as well as to reflect current market conditions. 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. However,
having reviewed wider UK market practice and Deliveroo’s
current size, it has been decided to transition our broad
approach to equity awards to a more targeted strategy within
our senior population. Equity ownership in the business is still
considered culturally important. However, given the market
conditions within which the Company operates and the need
to manage effectively the dilution of shareholder capital, the
revised approach ensures that available equity is allocated
appropriately and with maximum impact. Further detail on our
wider reward framework is provided below.
The Committee appreciates that employee hiring and retention
is tied to the full Employee Value Proposition and not just
reward in isolation. For more information about our approach
to the holistic employee experience through our Employee
Value Proposition, please see the People section on page 44.
As stated in the Chair’s letter, matters relating to our riders, who
are a vital part of the three-sided marketplace, are considered
by the Board given their strategic importance to our business.
As they are not employees, riders do not fall within the remit of
the Committee. For further information on riders, please see
our Business Model on page 14, Stakeholder statement on page
23 and Sustainability Review on page 31.
Annual Report on Remuneration continued
Statement of implementation of the Policy for FY2023 continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
128 deliveroo plc Annual Report 2022
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 5% of salary for all employees as of 1 April 2022 (increased from 4%).
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.
RSU awards Our previously all-encompassing approach was revised in 2022 so that only employees above a certain
seniority level receive equity awards on appointment. The majority of our senior employees will continue
to receive equity, supporting our intention to align their interests to these of shareholders. Our approach
is to provide RSU awards on appointment and then to provide any additional performance-based
awards as part of the annual performance cycle. Our approach to equity awards across the Company
has so far been aligned to the technology sector, where it is common practice for equity ownership to
be widespread among employees of all levels, and where equity is awarded on hire and as part of the
yearly performance cycle. The revisions implemented have aligned us closer to UK listed company market
practice, whereby equity is a remuneration tool reserved for more senior employees only, where it makes
the most impact.
PSP awards PSP awards are provided to our senior executives 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. The Executive Directors have an 800%
of salary shareholding requirement and a lower guideline applies for the Executive Team.
Wider employee engagement
In our Corporate Governance Report on page 77, we explain
how the Board engages with Deliveroo’s employees, and how
important this engagement is to our culture and performance
as an organisation. Employees have not been directly
consulted on Executive Director remuneration; however, the
Committee takes into account general employee remuneration
and related policies, and the alignment of incentives and
rewards with culture when setting and operating the Policy
for Executive Directors’ remuneration. 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 23 and the People
section on page 44.
Shareholder engagement
We engaged with shareholders extensively at the start of
2022 to gauge their views on the Policy put forward for their
vote at the 2022 AGM and its intended implementation for
FY2022. The majority of the feedback we received from our
shareholder base was overwhelmingly positive, as evidenced
by the high percentage of supporting votes we received for
the resolution. Nonetheless, some shareholders expressed
concern related to the quantum of the long-term awards
available for executives, particularly in light of the share price
being lower than at IPO. We assured them that these awards,
while high in quantum, are inextricably linked to exceptional
Company performance, and, to further ensure we have taken
their feedback on board, granted the former CFO a PSP award
of c.170% of salary in real terms as described earlier in the
report. A letter to our shareholders is underway informing
them of the changes to incentive measures we are intending
to implement in 2023, and our Chair, Claudia Arney, will be
conducting a broader governance engagement exercise with
major shareholders ahead of our 2023 AGM.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
129Annual Report 2022 deliveroo plc
Directors’ Remuneration Report continued
Fairness, diversity and wider employee considerations continued
Diversity and equal opportunities
We are committed to creating an inclusive workplace with
gender equality and fairness at the heart of our practices
and policies. The Committee recognises there is work to do
on Deliveroo’s gender pay gap (‘GPG’), and the balance of
women representation, particularly at senior levels within the
Company. Deliveroo’s 2021/22 GPG is:
• Mean GPG: 16.0%
• Median GPG: 22.1%
• Mean bonus gap: 82.9%
• Median bonus gap: 14.7%
Our aim is to drive sustainable change through a multi-year
action plan led by the Executive Team. For more information
about this see the People section on page 44. As a technology
company we realise that there is a wider systemic issue of the
representation of women in the industry, and we aim to be
part of the solution. As a signatory to the Tech Talent Charter
(‘TTC’), we are committed to driving greater inclusion and
diversity in technology roles.
Having a good understanding of the communities we serve
(being ‘hyperlocal’) is integral to how we operate in our
marketplace. In the last year, the DE&I team realised over a
dozen key initiatives across Deliveroo’s workforce, workplace
and marketplace to help us continue to diagnose risk areas,
refine our focus as needed, and identify new opportunity
areas for inclusion, some of which are as set out below:
• facilitating executive-level strategic workshops which
enabled our leadership to dedicate over 100 hours to
focused learning and DE&I awareness in decision making;
• launching a global LGBTQ+ safety and inclusion programme
aimed at ensuring that Deliveroo is a safe place to work for
all employees regardless of their location worldwide;
• expanding our understanding of diversity through the
collection of voluntarily provided demographic data that will
enable us to understand who we are in terms of ethnicity
and sexual orientation;
• enabling employee resource groups like Gender Equity
and LGBTQ+ to play an active role in shaping Company
policy, and empowering the emergence of new employee
resource groups like Women in Tech, Black in Roo and
Neurodiversity+Allies; and
• becoming a flagship sponsor of Black Tech Fest, the largest
gathering of Black tech talent in Europe.
Change in the Directors’ remuneration compared
with employees’
The table below sets out how the change in reported
remuneration for each Director between FY2021 and FY2022
compares to the change in average pay for employees
of Roofoods Ltd, where the majority of our UK colleagues
are employed.
Salary
1
(% change)
Benefits
2
(% change)
Bonus
3
(% change)
Executive Directors nil 49.6 (60.1)
Will Shu nil 2.6 N/A
Adam Miller
4
nil 122.7 (60.1)
Non-Executive Directors 14.3 nil N/A
Claudia Arney nil nil N/A
Dominique Reiniche
5
nil nil N/A
Dame Karen Jones DBE
6
28.0 nil N/A
Peter Jackson
7
N/A N/A N/A
Rick Medlock nil nil N/A
Lord Simon Wolfson
8
nil nil N/A
Tom Stafford
9
N/A N/A N/A
Average pay for
all employees
10
6.7 17.8 10.5
1. Percentage change 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 is 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 FY2022 versus FY2021. There
were no taxable benefits paid to Non-Executive Directors during the year.
3. The bonus decrease from FY2021 to FY2022 is reflective of bonus outcome in
FY2021 versus FY2022, respectively, and of the pro-ration applied in respect of
Adam’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. Adam Miller stepped down from the Board on 17 September 2022. His salary
and benefits for 2022 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.
5. Dominique Reiniche also reflects her joining the Board on 1 May 2021. Her pay
for 2021 has been taken on an FTE basis for the purpose of this comparison.
6. 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 this comparison. The increase
in her fees is in respect of her Senior Independent Director (‘SID’) role from
1 January 2022.
7. Peter Jackson joined the Board on 1 January 2022.
8. 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 this comparison.
9. Tom Stafford waived all fees and benefits for FY2021 and FY2022.
10. Percentage change by element is calculated based on pay received for the
full FY2021 and FY2022, 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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
130 deliveroo plc Annual Report 2022
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 FY2021 and FY2022 (excluding any restricted share vesting). The
salary increase includes changes made through the annual salary review as well as additional changes made throughout FY2021
and FY2022, i.e. reflecting promotions or role changes. The change to the level of taxable benefits has been driven by higher
average take-up of the benefits offering in FY2022 compared to FY2021. 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, as well as the effect of workforce
growth since the IPO.
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 FY2022 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 FY2021 single figure as well as reported FY2021
single figure excluding the one-off IPO RSU award to the CEO. Furthermore, salary, pension, benefits and equity plan data for
employees were taken on a full-time equivalent basis; however, the annual bonus amounts for employees were taken on an
estimated basis. The following table presents a restated version of the FY2021 pay ratio using actual FY2021 employee bonus
outcomes and 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
FY2022 (reported total single figure) Option A 14:1 7:1 5:1
FY2021 (excluding CEO’s one-off RSU award) Option A 15:1 7:1 4:1
FY2021 (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.
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 FY2022.
FY2022
Salary
Total pay
1
and benefits
Pay data £’000 £’000
CEO (reported) 600.0 625.5
UK employee 25th percentile 35.0 43.1
UK employee 50th percentile 68.0 88.6
UK employee 75th percentile 81.0 135.2
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.
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. The Committee notes that the marked decrease
in the median CEO pay ratio for FY2022 as the CEO does not participate in the annual bonus and PSP awards for the duration of
the current Policy. Therefore, the ratio of 7:1 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 FY2022. 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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
131Annual Report 2022 deliveroo plc
Directors’ Remuneration Report continued
Fairness, diversity and wider employee considerations continued
Relative importance of spend on pay
The table below shows the expenditure of the Company on staff costs against dividends paid to shareholders in 2022 and 2021.
FY2021 FY2022
Relative importance of spend on pay £m £m % change
Employee costs
1
284.7 382.0 34%
Dividends — — nil
Share buyback — 66.0 nil
1. Employee costs as taken from note 26.1 to the financial statements.
Other disclosures
Fees paid to advisers in the year
During the financial year, PwC advised the Committee on all aspects of remuneration after formally being 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 £162,500 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 Caleb Merkl (Chief People Officer) and Catherine Sukmonowski (Group Company Secretary).
Statement of shareholding voting
The Policy was approved by shareholders at the AGM on 20 May 2022. Shareholders were also asked to vote on the 2021 Directors’
Remuneration Report. Each of these resolutions received a significant vote in favour by shareholders and the Committee is
grateful for this support and endorsement by our shareholders. The votes received were:
Resolution Votes FOR
FOR
(% of
shares voted) Votes AGAINST
AGAINST
(% of
shares voted)
Votes
withheld
To approve the Directors’ Remuneration Report 2,760,537,032 99.01 27,534,979 0.99 60,061
To approve the Directors’ Remuneration Policy 2,658,210,587 96.24 103,818,401 3.76 26,103,084
This Directors’ Remuneration Report 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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
132 deliveroo plc Annual Report 2022
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 2022.
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 section (pages 77 to 132),
the Directors’ Report (pages 133 to 138) 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 138.
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 2022,
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 £(242.5) million (2021: £(289.2) million). Loss for the year
attributable to the owners of the Company amounted to
£(294.1) million (2021: £(330.5) million). A review of the Group’s
consolidated results is set out from page 54.
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 FY2022.
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 82. The Directors’ interests in
the Ordinary Shares and options of the Company are disclosed
within the Directors’ Remuneration Report on page 124.
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 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 of Association
(the ‘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 our
long-term aim is that the composition of our workforce should
broadly reflect that of the communities within which we
operate. We fundamentally believe it’s right to give all people,
regardless of their background, 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 46.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
133Annual Report 2022 deliveroo plc
Employees continued
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 all be happy, proud
to work and 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
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 statement on page 29, Stakeholder
Engagement section on page 86 and in the People section
on page 45.
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 106.
Shares
Share capital and rights attaching to shares
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 2022, 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. As at 31
December 2022, the Company’s issued share capital consisted
of 1,755,425,173 Class A Ordinary Shares of £0.005, and
100,299,642 Class B Ordinary Shares of £0.005. The Company
does not hold any Class A or Class B Ordinary Shares in treasury.
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
of Association 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.
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.
Directors’ Report continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
134 deliveroo plc Annual Report 2022
Specific rights attaching to Class B Ordinary Shares
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).
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
135Annual Report 2022 deliveroo plc
Directors’ Report continued
Shares continued
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 2022 15 March 2023
Shareholder % of total voting rights * Shares held % of total voting rights * Shares held
Amazon.com NV Investment Holdings LLC 12.39% 215,286,288 12.39% 215,286,288
DST Global V, L.P. 7.91% 137,360,328 7.91% 137,360,328
FMR LLC 6.04% 106,087,005 6.04% 106,087,005
Morgan Stanley — — 5.37% 94,280,399
Fidelity International Limited 5.40% 94,823,371 5.27% 92,443,794
Delivery Hero SE 5.09% 87,376,470 5.09% 87,376,470
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
4.04% 70,970,905 4.04% 70,970,905
Index Ventures VII (Jersey), L.P. 3.93% 68,936,397 3.93% 68,936,397
Greenoaks Capital Partners LLC — — 2.99% 52,645,465
Accel London Management Limited 2.98% 52,393,018 2.98% 52,393,018
* 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 29 of the consolidated financial statements.
Going concern
The Company’s Going Concern statement for the Group and
the Company is set out on pages 154 and 184 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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
136 deliveroo plc Annual Report 2022
Political donations and expenditure
It is the Company’s policy not to make political donations and
no such political donations were made during the period
since the IPO. In line with 2022 and reflecting the practice
of many other London-listed companies, the Board will be
seeking shareholder approval for political donations at the
forthcoming AGM. This is a precautionary measure, for the
Company and its subsidiaries to be able to make donations
and/or incur expenditure which may be construed as “political”
by the wide definition of that term included in the relevant
legislation. Further details are provided in the Notice of this
year’s AGM.
There were no political donations made or political expenditure
incurred during the 2022 financial year.
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 £50.3 million have been
capitalised (2021: £34.6 million).
Significant contracts and change of control
The following significant agreements, which were in force at
31 December 2022, take effect, alter or terminate on a change
of control of the Company:
• Revolving credit facility On 7 April 2021, Roofoods Ltd (as
borrower and guarantor), Deliveroo France SAS, Deliveroo
Ireland Limited and Deliveroo Italy SRL (as guarantors)
entered into a revolving credit facility (‘RCF’) agreement
with a small group of lenders, providing Sterling and Euro
denominated revolving credit facilities of £75 million and
€87.5 million for general and working capital purposes of
the Group. The key terms of the RCF include: (i) Roofoods
Ltd as initial borrower; (ii) an initial term of 36 months which
can be extended by an additional 24 months; (iii) provision
of information covenants and financial covenants; (iv)
the provision of guarantees by certain Group companies
in respect of certain obligations under the RCF; and (v)
springing security if a minimum liquidity level is breached for
multiple testing periods. 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. For further information on the change
of control provisions in the Company’s share plans refer to the
Directors’ Remuneration Report on page 106.
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 187 and 188 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
executive management. The Chief Financial Officer (‘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 68 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 42 and 43 of the
Strategic Report.
The Strategic Report (from pages 1 to 76) and the Directors’
Report (as described on page 133) have been approved by the
Board on 14 March 2023.
By order of the Board:
Scilla Grimble
Chief Financial Officer
15 March 2023
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 REPORT
137Annual Report 2022 deliveroo plc
Required disclosures under LR 9.8.4
The information to be included in the 2022 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 p127
Directors’ waivers of emoluments
See p123
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 2022 financial year
See p80
Directors’ service contracts and letters
of appointment
See p118
Directors’ share interests
See p124
Events arising after the reporting period
See p182
Future developments of the business of
the Group
See p16
Greenhouse gas emissions, energy
consumption and energy efficiency
See p42
Non-Financial Information statement
See p76
Section 172 statement
See p29
Stakeholder engagement
See p86
TCFD disclosures
See p68
Directors’ Report continued
The Company continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
138 deliveroo plc Annual Report 2022
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
International Accounting Standards (Financial Reporting
Standard 102. The Financial Reporting Standard applicable in
the UK and Republic of Ireland, (‘FRS 102’)) in conformity with
requirements of the Companies Act 2006.
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:
• select suitable accounting policies and then apply
them consistently;
• make judgements and 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 14 March
2023 and signed on its behalf by:
Will Shu
Chief Executive Officer
15 March 2023
Scilla Grimble
Chief Financial Officer
15 March 2023
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
139Annual Report 2022 deliveroo plc
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
140 deliveroo plc Annual Report 2022
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 2022 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 32 to the consolidated financial statements
and notes 1 to 9 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 28
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 matters that we identified in the current year were:
• Rider classification: Uncertain legal and tax positions
• Valuation of investment in subsidiaries
Materiality The materiality that we used for the Group financial statements was £15.8m 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, audit of specified balances was 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
In the prior year we identified the accounting for negative revenue arising from consumer vouchers as a
key audit matter. We concluded in the prior year the accounting treatment to be acceptable, therefore
this is not considered to be a key audit matter in the current year.
We identified a new key audit matter in relation to valuation of investments in subsidiaries in the parent
company balance sheet in the year. The market capitalisation of the Group at year-end was below the
carrying value of the parent company’s investment in subsidiaries and therefore judgement is required
as to whether the investment carrying value should be impaired.
Independent Auditor’s Report
To the members of Deliveroo Plc
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
141Annual Report 2022 deliveroo plc
Independent Auditor’s Report continued
to the members of 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 through enquires with the entity 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;
– performing additional sensitivity scenario analysis linking to the Group’s principal risks disclosed on pages 62 to 66 of
Annual report.
• assessing the appropriateness of the Group’s disclosure 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 that the directors consiered 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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
142 deliveroo plc Annual Report 2022
Report on the audit of the financial statements continued
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”.
Riders for the Group are 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 Director’s 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 position 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.
This is an area of significant judgement which is open to challenge in certain territories, therefore, we
identified the completeness, valuation and allocation of legal and tax provisions in respect of riders
classification as a key audit matter.
The Group recognised legal provisions of £129.3 million (2021: £81.7 million) (see note 23) and disclosed
contingent liabilities of £24.6 million (2021: £37.3 million), with an additional contingent liability in relation
to a regulatory challenge for which the entity has assessed a range from £50.0 million to £200.0 million
representing their best estimate in the event of a potential adverse outcome (see note 31).
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 102 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 entity’s assessment of legal compliance
and determination of provisions and contingent liabilities in respect of these matters;
• made enquiries of members of the entity who have responsibility for understanding and evaluating the
political landscape and risk within each country;
• conducted inquires with the Group’s legal counsel and their external legal advisors to assess the
current position of all existing legal and tax investigations and claims and any potential new matters
which may exist;
• challenged the Director’s 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, to evaluate 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 evaluate any potential changes in position;
• engaged with our risk advisory specialists in assessing completeness by legal issues through media
and social media searches; 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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
143Annual Report 2022 deliveroo plc
Independent Auditor’s Report continued
to the members of Deliveroo plc
Report on the audit of the financial statements continued
5 Key audit matters continued
5.2 Valuation of investment in subsidiaries
Key audit matter
description
The carrying value of the parent company investment in subsidiaries is £3.2bn (2021: £3.9bn) held
on the parent company balance sheet have been assessed for impairment in the year. The market
capitalisation of the Group at year-end was below the carrying value of the parent company’s investment
in subsidiaries. Judgement is therefore required as to whether the investment value should be impaired.
The entity prepares an impairment review for the PLC investment in subsidiaries based on its estimated
value-in-use. The assessment estimates the future cash flows of the Group, based on the five year
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.
An impairment charge of £697m (FY21: nil) has been recognised in relation to the investment in
subsidiaries. Refer to notes 2 and 6 in the parent company financial statements for the assessment
undertaken, the resulting impairment recorded, and sensitivity disclosures.
How the scope
of our audit
responded to the
key audit matter
In responding to the identified key audit matter, we have completed the following audit procedures:
• obtained an understanding of the relevant controls in relation to the entity’s setting of the discount
rate, three-year plan forecasts, long-term growth rate, and review of the overall impairment model;
• assessed the mechanical accuracy of the impairment model and functioning in line with the
requirements of the financial reporting framework;
• engaged our valuation specialists to assess whether the weighted average cost of capital (“WACC”) and
long-term growth rate used in the entity’s impairment model are appropriate;
• assessed the key inputs and assumptions within the entity’s forecasts and impairment model,
considering the wider business environment, taking into account both corroborative and contradictory
evidence and assessing the sufficiency and appropriateness of evidence obtained;
• considered the consistency of the entity’s forecasts with other areas of the audit, including going
concern, and deferred tax asset recoverability;
• assessed the entity’s sensitivity analysis in relation to the key assumptions used in the cash flow forecasts; and
• evaluated the appropriateness of the Group’s disclosures regarding the PLC investment in subsidiaries
and in notes 2 and 6 of the parent company financial statements.
Key observations Based on the audit procedures performed, we are satisfied that the impairment recorded and carrying value
of the parent company investments in subsidiaries and related disclosures are appropriate. The carrying
value of the parent company investment in subsidiaries reflects the present value of the Board-approved
forecasts although remains significantly higher than the current market capitalisation of the Group.
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 £15.8 million (2021: £14.9m) £14.2 million (2021: £14.1m)
Basis for determining materiality We determined materiality based on
0.8% (2021: 0.8%) of revenue from
continuing operations.
Parent company materiality is
determined based on 1.0% (2021:
1.0%) of net assets and capped at 90%
(2021: 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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
144 deliveroo plc Annual Report 2022
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% (2021: 65%) of group materiality 65% (2021: 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
£790,000 (2021: £743,000), 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, audit of specified balances was
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 (2021: 99%), 96% of cost of sales (2021: 97%) and 94%
of the Group’s total assets (2021: 96%).
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 and audit team based in London.
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 and purchase to pay
processes 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 Audit and Risk Committee.
Revenue (from continuing
operations) £1,974.7 million
Group materiality £15.8 million
Component materiality range
£6.3 million to £14.2 million
Audit Committee reporting
threshold £0.79 million
Report on the audit of the financial statements continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
145Annual Report 2022 deliveroo plc
Independent Auditor’s Report continued
to the members of Deliveroo plc
Report on the audit of the financial statements continued
7 An overview of the scope of our audit continued
7.3. Our consideration of climate-related risks
As noted on page 70 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.
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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
146 deliveroo plc Annual Report 2022
Report on the audit of the financial statements continued
11 Extent to which the audit was considered capable
of detecting irregularities, including fraud continued
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 relevant 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 risk of fraud:
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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
147Annual Report 2022 deliveroo plc
Independent Auditor’s Report continued
to the members of Deliveroo plc
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
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 58,
154 and 184;
• 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 94;
• the board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 103;
• the section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 103; and
• the section describing the work of the Audit and Risk
Committee set out on page 99.
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.
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 5 years, covering the years ending 31 December 2018 to
31 December 2022.
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) 4.1.14R, these financial
statements form part of the European Single Electronic Format
(ESEF) prepared Annual Financial Report filed on the National
Storage Mechanism of the UK FCA in accordance with the ESEF
Regulatory Technical Standard (‘ESEF RTS’). This auditor’s report
provides no assurance over whether the annual financial
report has been prepared using the single electronic format
specified in the ESEF RTS.
Mark Lee-Amies FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
15 March 2023
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
148 deliveroo plc Annual Report 2022
Consolidated income statement and statement of comprehensive loss
For the year ended 31 December 2022
2022
2021
(restated) ^
Note £m £m
Continuing operations
Revenue 6 1, 974 .7 1,7 3 5 . 0
Cost of sales (1, 3 3 1. 5 ) (1, 2 3 9 . 9 )
Gross profit 643.2 4 9 5 .1
Administrative expenses (8 84 .0 ) (7 71. 2 )
Other operating income 7. 8 3 .1
Other operating expenses (12 . 6 ) (17.1 )
Operating loss (245 .6 ) (2 9 0 .1 )
Finance income 8 17. 8 9.4
Finance costs 9 (2.8 ) (1.1 )
Loss before income tax (230 .6 ) (2 81. 8 )
Income tax charge 10 (11. 9 ) (7. 4 )
Loss for the year from continuing operations (242 .5 ) (28 9. 2 )
Discontinued operations
Loss for the year from discontinued operations 11 (51. 6 ) (41. 3 )
Loss for the year attributable to the owners of the Company 7 (2 9 4 .1 ) (33 0.5 )
2022
2021
(restated)
Note £ £
Loss per share
From continuing operations
– Basic 13 (0 .13 ) (0 .17 )
– Diluted 13 (0 .13 ) (0 .17 )
From continuing and discontinued operations
– Basic 13 (0. 1 6 ) (0. 1 9 )
– Diluted 13 (0. 1 6 ) (0. 1 9 )
2022 2021
£m £m
Loss for the year 7 (2 9 4 .1 ) (33 0.5 )
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss:
Currency translation 5.2 (8. 5 )
Total comprehensive loss for the year (288 .9 ) (339.0 )
^ Results for the year ended 31 December 2021 have been restated to reflect the reclassification of Deliveroo Netherlands BV and Deliveroo Australia Pty Ltd as
discontinued operations, which are described in more detail in note 11 and to account for a charge in relation to the non–employee options granted in February and
March 2021 as discussed in note 4.
This statement should be read in conjunction with the notes to the consolidated financial statements on pages 153 to 182.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
149Annual Report 2022 deliveroo plc
Consolidated statement of financial position
As at 31 December 2022
(Registration number: 13227665)
2022
2021
(restated) ^
Note £m £m
Non-current assets
Property, plant and equipment 14 49.3 3 3 .7
Right-of-use assets 16 73 .5 39. 8
Intangible assets 15 72. 9 52 .8
Deferred tax asset 18 4 .1 10 . 7
Investments in financial assets 19 2.9 2.9
Trade and other receivables 17 22.6 17. 3
Total non-current assets 225.3 15 7. 2
Current assets
Inventory 21 19 . 4 18 . 2
Trade and other receivables 17 10 9 . 6 10 3 .7
Other treasury deposits 50.5 —
Cash and cash equivalents 20 9 4 9 .1 1, 2 9 0 . 9
Total current assets 1 ,1 2 8 . 6 1 ,4 1 2 .8
Total assets 1, 3 5 3 . 9 1, 5 7 0 . 0
Non-current liabilities
Lease liabilities 16 (61. 5 ) (3 6 .4 )
Provisions 23 (14 3 . 2 ) (8 1.7 )
Total non-current liabilities (2 0 4 .7 ) (118 . 1 )
Current liabilities
Trade and other payables 22 (332 .8 ) (368.0 )
Lease liabilities 16 (12 . 3 ) (10 . 2 )
Total current liabilities (3 4 5 .1 ) (378 . 2 )
Total liabilities (549.8 ) (4 9 6 . 3 )
Net assets 8 0 4 .1 1, 07 3 .7
Equity
Share capital 24 9.3 9.3
Share premium — 1,0 1 3.0
Own shares 25 (66.0 ) —
Merger reserve 1, 2 8 8 . 5 1 ,288. 5
Share option reserve 18 3 . 2 18 3 . 2
Accumulated losses (60 4.5 ) (1, 4 0 8 .7 )
Foreign currency translation reserve (6. 4 ) (11 . 6 )
Total equity 8 0 4 .1 1, 07 3 .7
^ The comparative information has been restated to account for a charge in relation to the non-employee options granted in February and March 2021 as discussed
in note 4.
This statement should be read in conjunction with the notes to the consolidated financial statements on pages 153 to 182.
The financial statements on pages 149 to 152 were approved and authorised for issue on behalf of the Board of Directors on
15 March 2023 and were signed on its behalf by:
Scilla Grimble
Director
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
150 deliveroo plc Annual Report 2022
Note
Share
capital
(note 24)
£m
Share
premium
£m
Own shares
(note 25)
£m
Merger
reserve
£m
Share
option
reserve
£m
Accumulated
losses
£m
Foreign
currency
translation
reserve
£m
Total
£m
At 1 January 2021 7.1 — — 1,15 3 . 5 15 3 . 3 (1 ,13 5 . 7 ) (3 .1 ) 17 5 .1
Loss for the year^ — — — — — (3 30 .5 ) — (330 .5 )
Other comprehensive loss — — — — — — (8.5 ) (8 .5 )
Total comprehensive loss — — — — — (3 30 .5 ) (8 .5 ) (339.0 )
Issue of share capital 2.2 1 ,01 3.0 — 13 5 . 0 — — — 1 ,15 0 . 2
Share-based payment
awards^ — — — — 35.6 5 7. 5 — 9 3 .1
Deferred tax 18 — — — — (5 .7 ) — — (5 .7 )
At 31 December 2021 9.3 1 ,01 3.0 — 1 ,288. 5 18 3 . 2 (1, 4 0 8 .7 ) (11. 6 ) 1, 0 7 3 .7
Loss for the year — — — — — (2 9 4 .1 ) — (2 9 4 .1 )
Other comprehensive income — — — — — — 5.2 5. 2
Total comprehensive
(loss)/income — — — — — (2 9 4 .1 ) 5.2 (288.9 )
Own shares acquired
during the year — — (66.0 ) — — — — (6 6.0 )
Reduction of share premium — (1 ,01 3.0 ) — — — 1 ,01 3.0 — —
Share-based payment awards 26 — — — — — 85.3 — 85.3
Deferred tax 18 — — — — — — —
At 31 December 2022 9.3 — (66 .0 ) 1,2 8 8 . 5 18 3 . 2 (60 4 .5 ) (6. 4 ) 8 0 4 .1
^ The comparative information has been restated to account for a charge in relation to the non-employee options granted in February and March 2021 as discussed in
note 4.
This statement should be read in conjunction with the notes to the consolidated financial statements on pages 153 to 182.
Consolidated statement of changes in equity
For the year ended 31 December 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
151Annual Report 2022 deliveroo plc
2022 2021
Note £m £m
Cash flows from operating activities
Net cash used in operating activities 27 (14 4 . 2 ) (17 1. 5 )
Cash flows from investing activities
Purchase of property, plant and equipment 14 (3 0 .1 ) (2 1. 4 )
Acquisition of intangible assets 15 (50 .3 ) (3 4.6 )
Purchase of financial asset 19 — (2 .9 )
Purchase of other treasury deposits (50.5 ) —
Interest received 8 11. 0 0.5
Net cash used in investing activities (119 . 9 ) (5 8. 4 )
Cash flows from financing activities
Net proceeds from issue of share capital — 1 ,15 0 . 2
Payments of lease liabilities 16 (15 . 7 ) (10 . 0 )
Interest on lease liabilities 16 (2. 8 ) (1. 2 )
Purchase of own shares 25 (66.0 ) —
Net cash (used in)/from financing activities (8 4.5 ) 1 ,13 9 . 0
Net (decrease)/increase in cash and cash equivalents (3 4 8.6 ) 9 0 9 .1
Cash and cash equivalents at the beginning of the year 1, 2 9 0 . 9 3 7 9 .1
Net foreign exchange differences on cash and cash equivalents 6.8 2 .7
Cash and cash equivalents at the end of the year 20 9 4 9 .1 1, 2 9 0 . 9
This statement should be read in conjunction with the notes to the consolidated financial statements on pages 153 to 182.
Consolidated statement of cash flows
For the year ended 31 December 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
152 deliveroo plc Annual Report 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
153Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
154 deliveroo plc Annual Report 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
155Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
156 deliveroo plc Annual Report 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
157Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
158 deliveroo plc Annual Report 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
159Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
160 deliveroo plc Annual Report 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
161Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
162 deliveroo plc Annual Report 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
163Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
5 Segment information continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
164 deliveroo plc Annual Report 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
165Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
166 deliveroo plc Annual Report 2022
13 Loss per share continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
167Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
168 deliveroo plc Annual Report 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
169Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
16 Leases continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
170 deliveroo plc Annual Report 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
171Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
172 deliveroo plc Annual Report 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
173Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
174 deliveroo plc Annual Report 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
175Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
26 Employee benefits continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
176 deliveroo plc Annual Report 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
177Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
26 Employee benefits continued
26.3 Share-based payments continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
178 deliveroo plc Annual Report 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
179Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
29 Financial instruments continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
180 deliveroo plc Annual Report 2022
29 Financial instruments continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
181Annual Report 2022 deliveroo plc
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
182 deliveroo plc Annual Report 2022
2022 2021
Note £m £m
Fixed assets
Investments 6 3,225.4 3,922.4
Intercompany loan 3 1,053.1 1,035.5
4,278.5 4,957.9
Current assets
Debtors 4 141.0 48.1
Cash and cash equivalents 5 0.2 0.2
141.2 48.3
Net assets 4,419.7 5,006.2
Capital and reserves
Called up share capital 7 9.3 9.3
Share premium reserve — 1,013.0
Merger reserve 3,218.0 3,915.2
Profit and loss account 1,192.4 68.7
Shareholders’ funds 4,419.7 5,006.2
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 (loss)/profit for the period to 31 December 2022 of £(671.8) million
(2021: £11.0 million).
Approved and authorised by the Board on 15 March 2023 and signed on its behalf by:
Scilla Grimble
Director
Parent Company balance sheet
As at 31 December 2022
(Registration number: 13227665)
Share
capital (note 7)
Share
premium
Merger
reserve
Profit and
loss account Total
£m £m £m £m £m
Profit for the period and comprehensive income — — — 11.0 11.0
Share-based payment awards — — — 57.7 57.7
Issue of share capital 9.3 1,013.0 3,915.2 — 4,937.5
At 31 December 2021 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
Parent Company statement of changes in equity
For the year ended 31 December 2022
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
183Annual Report 2022 deliveroo plc
Notes to the financial statements
For the year ended 31 December 2022
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.
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.
Name of Parent of Group
These Parent Company only financial statements are consolidated in the Group financial statements of Deliveroo plc.
The consolidated financial statements of Deliveroo plc may be obtained from https://corporate.deliveroo.co.uk/.
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 £141.2 million (2021: £48.3 million) and it has net
assets of £4,419.7 million (2021: £5,006.2 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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
184 deliveroo plc Annual Report 2022
2 Accounting policies continued
Investments
Investments in subsidiaries are stated at cost less cumulative impairment losses.
Cash and cash equivalents
Cash and cash equivalents comprise 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 related parties and other amounts due from third parties. They are recognised as current
assets if collection is due in one year or less. If collection is due in over a year, they are presented as non-current assets.
Intercompany receivables
Intercompany receivables are amounts due from related parties. They are recognised as current assets if collection is due in one
year or less. If collection is due in over a year, they are presented as non-current assets.
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 account – comprises accumulated profit/(loss); and
• 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.
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 the 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.
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:
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
185Annual Report 2022 deliveroo plc
Notes to the financial statements continued
For the year ended 31 December 2022
2 Accounting policies continued
Impairment of investments in subsidiary undertakings
The carrying value of the investment in the Company’s wholly owned subsidiary 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. 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, the discount factor
(which is derived from the Group’s weighted average cost of capital (‘WACC’)) and the long-term growth rate applied beyond the
forecast period. Estimation uncertainty arises due to changing economic and market factors, and fluctuations in forecasted
revenue and cost growth. See note 6 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 29 of the Group financial
statements.
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
2022 2021
£m £m
Intercompany loan – Roofoods Ltd 1,053.1 1,035.5
4 Debtors
2022 2021
£m £m
Current
Amounts owed by related parties 140.4 48.0
Other debtors 0.4 0.1
Prepayments 0.2 —
141.0 48.1
5 Cash and cash equivalents
2022 2021
£m £m
Cash and short-term deposits 0.2 0.2
6 Investments
2022 2021
£m £m
Investments 3,225.4 3,922.4
On 6 April 2021, the Company issued Ordinary Shares in a share-for-share exchange with the shareholders of Roofoods Ltd.
Consequently, Deliveroo plc directly owns 100% of Roofoods Ltd.
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 2022 the market capitalisation of the Group
was below the carrying value of its investment in Roofoods Ltd (‘Roofoods’), indicating a potential impairment.
The recoverable amount of the investment in Roofoods has been determined based on a value-in-use calculation, using the
Long-Term Plan, approved by the Board, with a terminal growth rate applied to year five. The WACC was 15% and the TGR 2.5%. When
comparing the recoverable amount of £3,225.4 million with the investment carrying value of £3,922.4 million, management has
determined that the recoverable amount of the investment is impaired by £697 million. The carrying value of Roofoods 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 impairment principally derives from the increased interest rates as a result of
the broader macroeconomic circumstances.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
186 deliveroo plc Annual Report 2022
6 Investments continued
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 2.0%-points would result in an additional impairment charge
of £567 million; and a decrease of 0.5%-points in TGR would result in an additional impairment charge of £110 million and a 2%-point
reduction in revenue CAGR over the period of the Long-Term Plan would result in an additional impairment charge of £733 million;
should these sensitivities occur together, this would result in an additional impairment charge of £1.2 billion.
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
held
Roofoods Ltd The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane,
London, EC4R 3TE, United Kingdom
Ordinary 100%
Deliveroo Australia Pty Ltd* Level 2, 161 Collins St, Melbourne VIC 3000, Australia Ordinary 100%
Deliveroo Belgium SPRL WeWork Botanic, Botanic Building, Boulevard Saint-Lazare 4, 1210
Saint-Josse-ten-Noode, Brussels, Belgium
Ordinary 99.9%
Deliveroo Consulting 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%
Deliveroo Editions DMCC Unit C05, Swiss Tower, Plot No. JLT-PH2-Y3A, Jumeirah Lakes Towers,
Dubai, United Arab Emirates
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 Ltd Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay
Hong Kong
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 Italy S.R.L Deliveroo c/o Il Parallelo via Carlo Bo, 11 20143 Milano, Italy Ordinary 100%
Deliveroo Hop Ltd The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane,
London, EC4R 3TE, United Kingdom
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 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 S.R.L Deliveroo c/o Il Parallelo via Carlo Bo, 11 20143 Milano, Italy Ordinary 100%
Deliveroo LLC Office No.G33, Plazza Level, QQ05A, Qanat Quartier, Regus AL Jaidah
Business Centre No. 18, Doha, Qatar
Ordinary 100%
Deliveroo Netherlands BV*** Raamplein 1, 1016 XK Amsterdam, Netherlands Ordinary 100%
Deliveroo Singapore Pte Ltd 135 Cecil Street, #10-01, Philippine Airlines Building, 069536, Singapore Ordinary 100%
Deliveroo sp Ltd The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane,
London, EC4R 3TE, United Kingdom
Ordinary 100%
Deliveroo sp. z o.o. ul. Aleje Ujazdowskie, nr 41, Warszawa, 00-540, Warszawa, 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 Management 2 Ltd 2 Dublin Landings, North Dock, Dublin 1, Ireland 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 100%
Roofoods Spain S.L.U**** Calle Velazquez 64, 4th floor, Madrid, 28001, Spain Ordinary 100%
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
187Annual Report 2022 deliveroo plc
Notes to the financial statements continued
For the year ended 31 December 2022
Undertaking Registered office Holding
Proportion of
Ordinary Shares
held
Roorestaurant 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, United States of
America
Ordinary 100%
Roofoods Editions
Kitchen Centre 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
— —
Deliveroo Management
Limited
Dubai International Financial Centre, GD 4, 5th Floor, Dubai,
United Arab Emirates
— —
Editions SPC Ltd Unit 06, 07 , Level 13, Currency House, Tower 2, Dubai International
Financial Centre, Dubai, 506615, United Arab Emirates
— —
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
— —
New Skies SPV Limited 34, Al Maqam Tower, Abu Dhabi Global Market Square, Al Maryah
Island,P.O. Box 35665, Abu Dhabi, United Arab Emirates
— —
Roofoods Consumer
Products Delivery Gulf SPC
Qibla, Block 9, Plot 7 , Ahmed Al-Jaber Street, Abdullah Al Yousifi
building, Floor M2, Unit 11, Kuwait City, Kuwait
— —
* Ceased trading in 2022 and is in administration.
** In the process of liquidation.
*** Ceased trading in 2022.
**** Ceased trading in 2021.
7 Share capital
2022 2021 2022 2021
Shares issued, allotted and fully paid shares shares £ £
Ordinary A 1,755,425,173 1,754,496,973 8,777,126 8,772,485
Ordinary B 100,299,642 100,299,642 501,498 501,498
Total shares issued 1,855,724,815 1,854,796,615 9,278,624 9,273,983
The Company’s share premium account of £1,013.0 million was cancelled and the amount credited to retained earnings, following
High Court approval of the share premium cancellation on 13 September 2022.
All shares have a nominal value of £0.005.
8 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/.
9 Events after the reporting period
Deliveroo announced a share purchase programme on 16 March 2023 of up to £50 million to acquire Class A Ordinary Shares.
The programme is expected to commence shortly after 16 March 2023 and be completed during 2023.
6 Investments continued
Details of undertakings continued
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
188 deliveroo plc Annual Report 2022
£m unless stated 2018 2019 2020 2021 2022
Orders (m) 72.4 118.5 173.7 284.1 299.2
GTV per order* (£) 22.2 21.3 22.9 22.2 22.9
GTV* 1,609.9 2,521.7 3,978.8 6,304.6 6,848.1
Revenue 476.1 771.8 1,163.0 1,735.0 1,974.7
Cost of sales (384.9) (583.2) (815.3) (1,239.9) (1,331.5)
Gross profit 91.2 188.6 347.7 495.1 643.2
Marketing and overheads* (289.0) (415.5) (358.5) (595.1) (688.2)
Adjusted EBITDA* (197.7) (226.9) (10.8) (100.0) (45.0)
YoY % change – constant currency*
Orders 82% 64% 51% 73% 5%
GTV per order* (9)% (4)% 6% (2)% 2%
GTV* 65% 57% 62% 70% 7%
% of GTV
Revenue* 29.6% 30.6% 29.2% 27.5% 28.8%
Gross profit* 5.7% 7.5% 8.7% 7.9% 9.4%
Marketing and overheads* (17.9)% (16.5)% (9.0)% (9.4)% (10.0)%
Adjusted EBITDA* (12.3)% (9.0)% (0.3)% (1.6)% (0.7)%
Selected metrics: consolidated income statement
Adjusted EBITDA* (197.7) (226.9) (10.8) (100.0) (45.0)
Depreciation and amortisation (15.8) (29.3) (34.4) (42.0) (61.4)
Share-based payments charge and accrued National Insurance
on share options (43.6) (31.0) (73.2) (109.5) (68.8)
Loss for the period attributable to owners of the Company
(232.0) (317.3) (226.4) (330.5) (294.1)
Selected metrics: consolidated statement of cash flows
Net cash generated from operating activities
(176.3) (198.6) 7.4 (171.5) (144.2)
Purchase of property, plant and equipment
17.8 5.0 5.8 21.4 30.1
Acquisition of intangible assets
17.0 21.4 20.5 34.6 50.3
Net cash*
184.6 229.8 379.1 1,290.9 999.6
Free cash flow* (165.9) (238.2) (29.8) (238.7) (243.1)
* Alternative performance measure (‘APM’), refer to glossary on page 192 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 2022 and results for
2021 have been restated (results for 2018, 2019 and 2020 have not been restated).
Spain has been classified as a discontinued operation in 2022 and 2021. Results for 2020 have been restated (results for 2018 and
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.
5-year financial summary
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
189Annual Report 2022 deliveroo plc
Glossary
£
Pound (‘GBP’).
€
Euro (‘EUR’).
Adjusted EBITDA
Gross profit less marketing and
overhead expenses; 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
2022 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.
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 engagement
Deliveroo uses the Peakon employee
engagement survey tool, asking for
monthly employee feedback on a wide
range of topics.
Employees
Employees of the Group.
Employee resource groups (‘ERG’)
Employee resource groups which
currently include: Gender Equity, Women
in Tech, Racial Equity, LGBTQ+ (Deloveroo)
& Wellbeing
ESG
Environmental, Social and Governance.
Executive Management
Deliveroo’s Executive Directors and
the Executive Team as detailed on the
Deliveroo website.
FRC
Financial Reporting Council.
Financial year
The year ended 31 December.
Gross merchandise value (‘GMV’)
The total value of food baskets (net
of any discounts), excluding from our
Signature offering, and is represented
excluding any consumer fees, tips, VAT
or other sales-related taxes.
Gross profit
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)
Gross profit divided by GTV.
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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
190 deliveroo plc Annual Report 2022
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.
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).
Remuneration Reporting
Regulations
Large and Medium-sized Companies
and Groups (Accounts and Reports)
Regulations 2008 as amended.
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.
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 ‘Levels 8’ or above, excluding the
Executive Directors.
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.
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.
Subsidiary or subsidiaries
A company or other entity(ies) that is/are
controlled by Deliveroo.
The three sides of the
marketplace
(1) consumers, (2) riders and (3)
merchants.
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’.
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.
tCO
2
e
Tonnes (‘t’) of carbon dioxide (‘CO
2
’)
equivalent (‘e’).
TSR
Total shareholder return.
VP
Vice President.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
191Annual Report 2022 deliveroo plc
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, amongst 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 2021-22 but
included for 2018-20. Spain discontinued operations are excluded from adjusted EBITDA in
2020-22 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 2021-22 but included for
2018-20. Spain discontinued operations are excluded from adjusted EBITDA (as % of GTV) in
2020-22 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 2021-22 but
included for 2018-20. Spain discontinued operations are excluded from gross profit margin
(as % of GTV) in 2020-22 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 2021-22 but included for
2018-20. Spain discontinued operations are excluded from GTV in 2020-22 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
2021-22 but included for 2018-20. Spain discontinued operations are excluded from GTV per
order in 2020-22 but included for 2018-19.
See definition
for calculation
method
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
192 deliveroo plc Annual Report 2022
Metric Definition and purpose
Reconciliation to
GAAP measure
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 2021-22 but
included for 2018-20. Spain discontinued operations are excluded from marketing and
overheads in 2020-22 but included for 2018-19.
See below for
reconciliation
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 2021-22 but included for 2018-20. Spain discontinued operations are excluded from
marketing and overheads as % of GTV in 2020-22 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 treasury deposits
less debt (excluding leases). Treasury deposits are not available within 3 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 2021-22 but included for 2018-20. Spain discontinued operations are
excluded from revenue take rate in 2020-22 but included for 2018-19.
See definition
for calculation
method
Segment
adjusted EBITDA
Information reported to the Group’s Chief Executive Officer (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
2022 2021 (restated)
^
Reconciliation to Financial Statements £m £m
Operating loss (245.6) (290.1)
Depreciation and amortisation 61.4 42.0
EBITDA (184.2) (248.1)
Share-based payments charge and accrued National Insurance on share options 68.8 109.5
Exceptional items 70.4 38.6
Adjusted EBITDA (45.0) (100.0)
Marketing and overheads 688.2 595.1
Gross profit 643.2 495.1
^ The comparative information has been restated as a result of a prior period adjustment as discussed in note 4 in the notes to the consolidated financial statements.
2022 2021
Free cash flow £m £m
Net cash used in operating activities (144.2) (171.5)
Purchase of property, plant and equipment (30.1) (21.4)
Acquisition of intangible assets (50.3) (34.6)
Payments of lease liabilities (15.7) (10.0)
Interest on lease liabilities (2.8) (1.2)
Free cash flow (243.1) (238.7)
2022 2021
Net cash/net debt £m £m
Cash 949.1 1,290.90
Other treasury deposits 50.5 0
Less: debt 0 0
Net cash/net debt 999.6 1,290.90
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
193Annual Report 2022 deliveroo plc
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
Telephone: +44 (0)371 384 2030*
Online: help.shareview.co.uk
Website: www.equiniti.com
* Lines are open Monday to Friday 8.30am to 5.30pm,
excluding public holidays in England and Wales.
Please use the country code when calling from
outside the 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 2023. The arrangements for
the Company’s 2023 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.
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL REPORT
194 deliveroo plc Annual Report 2022
CBP017797
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. Both
the printer and the paper mill are registered to ISO 14001.
Deliveroo plc
The River Building
Level 1
Cannon Bridge House
1 Cousin Lane
London EC4R 3TE
corp orate.deliver oo.co.uk
deliveroo plc Annual Report 2022
deliveroo plc Annual Report 2022