Hilton Food Group plc Annual report and financial statements 2014
The specialist  
international retail 
meat packing business
Annual report  
and financial statements 
2014 Hilton Food Group plc Annual report and financial statements 2014 Hilton Food Group plc, the 
specialist retail meat packing 
business supplying major 
international food retailers in 
thirteen European countries 
and Australia, announces its 
results for the 52 weeks ended 
28 December 2014. 
During 2014 Hilton made sound 
progress in underpinning its future 
growth strategy, including the continued 
development of our Australian joint 
venture and the major UK capacity 
expansion. The high level of investment 
made in our meat packing facilities 
in 2014 was essential to facilitate 
the Group’s planned future growth. 
We will continue to seek out available 
opportunities to progressively and 
profitably expand the scale and scope 
of our operations, employing a business 
model that remains resilient, relevant 
and internationally transferable. Contents
Overview 
Highlights 02
Where we operate 04
Strategic report 
Chairman’s introduction 08
Chief Executive’s summary 10 
Business model 10
Strategy and objectives 12 
Geographical footprint 12 
People 13
Business development 14
Key past and anticipated 
future trends 15
Current trading and 
outlook 15
Performance and financial 
review 16
Financial review 16
Key performance 
indicators 18
Treasury management 20
Going concern and 
cautionary statements 21
Risks and risk management 22
Corporate and social 
responsibility report 25
Approval of Strategic report 29
Governance 
Board of Directors 32
Directors’ report 34
Corporate  
governance statement 36
Report of the  
Audit Committee 39
Report of the  
Nomination Committee 41
Report of the Risk 
Management Committee 42
Directors’  
remuneration report 43
Directors’  
remuneration policy 44
Annual report  
on remuneration 49
Statements of  
Directors’ responsibilities 53
Independent  
auditors’ report 54
Financial statements 
Consolidated  
income statement 60 
Consolidated statement 
of comprehensive income 60
Consolidated balance sheet 61 
Consolidated statement 
of changes in equity 62 
Consolidated  
cash flow statement 63
Notes to the  
financial statements 64
Registered office  
and advisors 86
01
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Highlights
A financial track record 
of growth and profitability.
Closing net (debt)/cash (£m)
£(7.7)m
2011
(18.7)
2012
(5.2)
2013
4.9
2014
(7.7)
2010
(18.0)
Operating profit (£m)
£26.1m
+1.1%
2013
25.8
2012
26.0
2011
25.9
2010
23.3
2014
26.1
Revenue (£m)
£1,099.0m
-2.3%
2013
1,124.8
2012
1,031.0
2011
981.3
2010
864.2
2014
1,099.0
02
Hilton Food Group plc 
Annual report and financial statements 2014 Strategic highlights
 – Our joint venture with Woolworths 
Limited in Australia is performing well. 
The conversion of the Bunbury site 
in Western Australia to substantially 
increase retail packed meat production 
was successfully completed in the first 
half of 2014.
 – Construction of a new dedicated 
retail packed meat facility, near Melbourne 
in Victoria, to be operated by our joint 
venture with Woolworths is on schedule 
to commence production in the third 
quarter of 2015.
 – Investment to modernise and expand the 
capacity of the Group’s Huntingdon site 
in the UK and service increased volumes 
for Tesco is well advanced, with the new 
production facilities fully commissioned.
Operating highlights
 – Volume growth of 3.5%, with growth 
in the UK and Holland partly offset by 
continuing pressure on consumer spending 
in other countries.
 – Revenue reduced by 2.3%, reflecting both 
the impact of unfavourable movements 
in exchange translation of 4.6%, with 
Sterling appreciating materially against 
all the overseas currencies in which the 
Group trades, and of lower raw material 
meat prices flowing through into reduced 
selling prices.
 – Operating profit at £26.1m ahead of last 
year (2013: £25.8m) despite an increased 
level of start-up costs in the UK and the 
impact of unfavourable movements in 
exchange translation.
 – Substantially higher investment in the year 
at £43.3m (2013: £18.4m) covering major 
re-investment programmes in the UK 
and Sweden.
 – A free cash outflow of £2.1m (compared to 
an inflow of £17.0m in 2013) reflecting the 
£24.9m increase in the level of investment 
expenditure, with net debt at £7.7m at the 
year end.
 – A strong balance sheet providing a solid 
platform both for future expansion and 
a progressive dividend policy.
03
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Where we operate
Ireland
Location: 
Drogheda
Customer: 
Tesco Ireland
Commenced production:
2004
Denmark
Location: 
Aarhus
Customer:
Coop Danmark
Commenced production:
2011
Central Europe
Location: 
Tychy, Poland
Customers: 
Ahold Central Europe 
Rimi Baltics 
Tesco Central Europe
Commenced production:
2006
United Kingdom
Location: 
Huntingdon
Customer: 
Tesco UK
Commenced production
1994
Netherlands
Location: 
Zaandam
Customer: 
Albert Heijn
Commenced production:
2000
Sweden
Location: 
Vasteras
Customer: 
ICA
Commenced production:
2004
04
Hilton Food Group plc 
Annual report and financial statements 2014 We are a leading 
specialist meat 
packing business 
supplying major  
international  
food retailers.
Australia
Location: 
Bunbury
Customer: 
Woolworths
Commenced joint 
venture: 
2013
Australia
Location: 
Melbourne  
(under construction)
05
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Strategic 
report
Chairman’s introduction 08
Chief Executive’s summary 10 
Business model 10
Strategy and objectives 12 
Geographical footprint 12 
People 13
Business development 14
Key past and anticipated future trends 15
Current trading and outlook 15
Performance and financial review 16
Financial review 16
Key performance indicators 18
Treasury management 20
Going concern and cautionary statements 21
Risks and risk management 22
Corporate and social responsibility report 25
Approval of Strategic report 29
06
Hilton Food Group plc 
Annual report and financial statements 2014 07
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Chairman’s introduction
The format of our Annual report 
Our Annual report comprises three parts, a Strategic report 
followed by a Governance section and the Financial statements. 
The Strategic report includes a review of our business model, 
outlines our strategy and objectives and covers our geographical 
footprint, our people, the development of our businesses in 
2014 and our summary of some key past and potential future 
trends. This is followed by a financial analysis of our trading 
during 2014 and our position at the end of that year, consideration 
of our risk management strategy and our Corporate and social 
responsibility report.
Strategic progress achieved in 2014
The Group made continued strategic progress during the year. 
The initial task of the joint venture with Woolworths in Australia 
was the conversion of Woolworths’ existing meat processing 
facility at Bunbury in Western Australia, in order to substantially 
increase production of retail packed product lines. This was 
completed as planned in early 2014, with the new product lines 
being well received by the local market.
The construction of a new meat processing facility for Woolworths 
near Melbourne in Victoria, which will be operated by our joint 
venture company, remains on schedule, with production currently 
targeted to commence in the third quarter of 2015. This represents 
a major milestone in the continuing development of our 
joint venture.
Having announced last year a long term supply agreement with 
Tesco for the UK, under which the volumes supplied by Hilton are 
planned to increase substantially, a major investment programme 
was undertaken at the Group’s UK site in Huntingdon during 2014. 
This involved both a material extension of the site’s processing and 
packing capacity, the addition of a further production unit and the 
streamlining and modernization of the complete facility. The level 
of start-up costs involved in executing this complex project around 
a live production environment was higher than initially expected, but 
the project is now well advanced with the new production facilities 
fully commissioned.
Board composition
The Board is responsible for the long term success of the Group 
and to achieve this it contains an appropriate mix of skills and depth 
of practical business experience, which is available to support and 
guide our management teams across a wide range of countries. 
There have been no changes in Board membership during 2014 and 
I would like to take this opportunity to thank my colleagues on the 
Board for their continued support, sound counsel and expertise. 
2014 was a year 
of investment, 
well positioned 
for future growth.
Sir David Naish dl 
Non-Executive Chairman 
08
Hilton Food Group plc 
Annual report and financial statements 2014 Group performance 
and dividend policy
Further volume growth was achieved during 
2014, despite challenging market conditions. 
Notwithstanding the higher than expected 
start-up costs incurred in connection 
with the Huntingdon redevelopment and 
the material impact of adverse exchange 
translation movements, continued profit 
progress was achieved in 2014.
The Group’s net income in 2014 at 
£18.1m was slightly higher than in 2013 
(£17.8m), with basic earnings per share 
at 25.0p in line with last year. Hilton has 
continued to generate significant cash 
flow during 2014 which enabled the Group 
to keep net borrowings at modest levels, 
despite a £24.9m increase in the level of 
investment expenditure. 
During 2014 we made major new 
investments to secure the Group’s future 
growth potential. The principal items of 
expenditure involved the redevelopment 
of the Group’s facilities in Huntingdon to 
enable the planned UK volume increases for 
Tesco and a re-investment programme at 
Vasteras in Sweden to replace production 
lines at the end of their economic life 
with state of the art equipment designed 
to achieve higher line speeds, reduced 
manning requirements and reduced unit 
packing costs.
The Group has maintained a progressive 
dividend policy since flotation and the Board 
considers that this remains appropriate 
given both the continued strategic progress 
achieved in 2014 and Hilton’s continuing 
level of cash generation. The 4.4% increase 
proposed in the final dividend for 2014 will 
increase the total dividends paid in respect 
of 2014 by 4.3%, as compared to last year.
Annual General Meeting
This year’s AGM will be held at the Old 
Bridge Hotel, 1 High Street, Huntingdon, 
Cambridgeshire PE29 3TQ on 12 May 2015 
at noon and my colleagues and I very much 
look forward to seeing many of you there.
Sir David Naish DL
Non-Executive Chairman
24 March 2015
State of the art 
packing 
facilities in  
six European 
countries
09
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Chief Executive’s summary
Business model
Our business model is simple and straightforward. We operate 
large scale, highly mechanised, extensively automated and 
robotised meat processing and packing facilities for major 
international multiple retailers on a dedicated basis. The one 
exception is in Central Europe, where our facility in Poland supplies 
three multiple retailers in order to achieve critical mass, in terms of 
volumes supplied and the consequent ability to achieve competitive 
unit packing costs. 
Raw material meat is sourced, in conjunction with our retail 
partners, from a wide international base of proven suppliers. It is 
then processed, packed and delivered to the retailer’s distribution 
centres. Our plants are highly automated and use advanced 
robotics for the storage of raw materials and finished products. 
This developing technology has been extended in recent years 
both in the production environment and to the sorting of finished 
products by retailer store order, achieving material supply chain 
efficiencies for our customers.
In Europe we have six facilities each run by a local management 
team enhanced by specialist central leadership, advice and support. 
These businesses operate under the terms of five to ten year Long 
Term Supply Agreements with our retail partners, either on a cost 
plus or agreed packing rate basis. This serves to maximise volume 
throughput whilst minimising unit packing costs. In Australia our 
joint venture company receives a volume related management fee 
in respect of the facilities it operates on behalf of Woolworths. 
Under the long term agreements we have in place with our 
customers the parameters of our revenue are clearly defined. 
As well as income derived from the supply of retail packed 
meat products there are also provisions whereby our income 
can be increased or decreased subject to achievement of certain 
pre-agreed and pre-defined performance measures and targets.
To ensure our continued competitiveness, we seek to keep 
ourselves at the forefront of the meat packing industry. 
We constantly seek to drive further efficiencies, with a pipeline 
of clear identifiable cost initiatives and a willingness to continually 
challenge the status quo. We consider our modern, very well 
invested facilities to be a key factor in keeping unit packing costs 
as low as possible. Over the decade to December 2014 we have 
invested continuously across all areas of our business, including 
the sourcing of raw materials, the design of packaging materials, 
increased efficiency in processing and storage solutions and 
updating our IT infrastructure. Capital expenditure over this 
period has totalled nearly £200m. 
The strength  
of our long term 
partnerships  
is a key driver  
of our growth.
Robert Watson obe 
Chief Executive Officer 
10
Hilton Food Group plc 
Annual report and financial statements 2014 We are a committed and loyal partner with a 
continuing record of delivering value through 
quality products with the highest levels of 
food safety, traceability and integrity, whilst 
providing a range of services which enable our 
customers to evolve and improve their meat 
supply chain management. Our customer 
base comprises high quality multiple 
retailers and our in depth understanding of 
our customers’ needs, together with those 
of their consumers, enables us to play an 
active role in managing their meat supply 
chains whilst providing agile responses to 
supply chain challenges as they arise. As our 
customers’ markets change and competition 
increases, we need to keep a constant focus 
on the challenges they face so as to be able 
to put forward flexible solutions, together 
with continuing increases in efficiency and 
cost competitiveness.
The strength of our long term partnerships 
with our retail customers has been a key 
driver of our growth since the Group was 
formed and will continue to underpin the 
Group’s strategy. Hilton’s business model has 
proved successful across a range of European 
countries, appropriately adapted in each case 
by working in close collaboration with its local 
customers to meet their specific requirements. 
Our experience to date continues to indicate 
that our business model can be successfully 
transferred to a number of new countries.
A reduced risk 
business 
model
11
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Chief Executive’s summary continued
Strategy and objectives
Our strategy is designed to support our customers’ brands and their 
development in their local markets, whilst achieving attractive and 
sustainable rates of growth in value for our shareholders. This single 
minded approach has generated growth over an extended period of 
time and, with a strong reputation, well invested modern facilities 
and a robust balance sheet, the Group remains well positioned to 
achieve further progress.
Hilton builds long term customer and shareholder value by 
focusing on:
 – Growing volumes and extending product ranges supplied and 
services provided to existing customers;
 – Optimising the use of our assets and investing in new technology;
 – Maintaining an uncompromising focus on food safety and 
integrity and reducing unit costs while improving product quality 
and service provision; and
 – Entering new territories either with new customers or in 
partnership with our existing customers.
We will continue to pursue measured and well considered 
geographical expansion, whilst at the same time actively 
developing, enriching and expanding the scope of our existing 
business partnerships, playing a full and proactive role in strongly 
supporting our customers and the successful development of 
their businesses.
Geographical footprint
The Group’s rapid past expansion has been based on its established 
track record, together with its growing international reputation and 
experience and the recognised success of the close partnerships 
it has forged and maintained with successful retail partners. 
The seven countries in which the Group currently has production 
facilities, with the dates operations commenced in each country, 
are set out left.
The facility in Tychy supplies Ahold stores in Czech Republic 
and Slovakia, Tesco stores in Hungary, Czech Republic, Poland 
and Slovakia and Rimi stores in Latvia, Lithuania and Estonia. 
The facility at Zaandam also supplies Albert Heijn stores in Belgium.
The joint venture with Woolworths in Australia involves the joint 
venture company managing Woolworths’ meat processing and 
packing facilities at Bunbury in Western Australia and Brisbane in 
Queensland and, from the third quarter of 2015, a greenfield state 
of the art meat packing facility near Melbourne, in Victoria.
In 2014, 66% of the Group’s turnover was earned in countries 
outside the United Kingdom, together with 75% of the volumes of 
meat delivered. These percentages have declined since last year, 
reflecting the increase achieved in sales in the UK during 2014. 
Year Country Location Customers
1994 UK Huntingdon Tesco UK
2000 Holland Zaandam Albert Heijn
2004 Ireland Drogheda Tesco Ireland
2004 Sweden Vasteras ICA
2006 Central Europe Tychy, Poland Ahold (2006)
Tesco (2007)
Rimi (2009)
2011 Denmark Aarhus Coop Danmark
2013 Australia Bunbury, Brisbane  
and Melbourne
Woolworths
66%
of the Group’s turnover 
was earned in countries 
outside the UK
12
Hilton Food Group plc 
Annual report and financial statements 2014 Hilton continues to 
support innovation 
across its markets 
and is well placed to 
capture growth 
opportunities as we 
expand our footprint.
The wide geographical spread increases the Group’s resilience by 
minimising its dependence on the fortunes of any one individual 
economy, but makes its results reported in Sterling sensitive 
to changes in the value of Sterling as compared to the range of 
overseas currencies in which the Group trades. During 2014 Sterling 
strengthened materially against all the other currencies in which 
the Group trades, expressed as an average for the year as follows:
 – Euro +5.3%
 – Danish Krone +5.3%
 – Swedish Krona +10.8%
 – Polish Zloty +5.0%
 – Australian Dollar +12.6%
People
We believe that successful businesses are all about having the right 
people in the right positions at the right time working together as 
‘one team’, with local management teams empowered, encouraged 
and advised in specialist areas to enable them to support their local 
customers. The Group benefits from each of its businesses being 
part of a larger organisation, which enables them to share best 
practice solutions across country boundaries, including equipment 
selection, IT solutions and ways of working along with the 
collaborative sharing of new learnings and techniques.
We are committed to providing an inclusive working environment 
where everyone feels valued, respected and able to fulfil their 
potential. We recognise that people from different backgrounds, 
countries, experiences and abilities can bring benefits to our 
business. We fully recognise the benefits of gender diversity and 
details of the gender composition of our staff are set out in our 
Corporate and social responsibility report on page 28.
The Group currently employs 2,541 employees, in six European 
countries. Our business model is, as previously described, largely 
decentralised, with capable, largely self-sufficient management 
teams running our businesses in each local country. We consider 
this devolved structure to be essential, as it achieves very close 
working relationships with our customers, who benefit from 
dedicated, flexible and rapid local support. 
The Board fully understands and appreciates just how much our 
progress relies on the effort, personal commitment, enthusiasm, 
enterprise and initiative of our employees. I would like to take this 
opportunity, on behalf of the Board, to personally thank all of them 
both for their dedicated efforts during 2014 and their continuing 
commitment to the Group’s on-going growth and development.
13
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Chief Executive’s summary continued
Business development 
Our business comprises three separate operating segments:
Western Europe 
Operating profit of £27.1m (2013: £27.9m) on turnover 
of £1,016.8m (2013: £1,028.7m)
This operating segment covers the Group’s businesses in the 
UK, Ireland, Holland, Sweden and Denmark. Volume growth of 
5.5% was achieved in 2014, reflecting volume growth in the 
UK and Holland, driven respectively by gaining an increased 
share of our customers’ business with expanded meat packing 
capacity and the introduction of new product lines. Volumes in 
Ireland and Denmark were reduced with consumer spending 
remaining under continuing pressure whereas in Sweden 
volumes remained relatively steady. Turnover declined by 
1.2%, reflecting the impact of adverse exchange translation 
movements and lower raw material meat prices resulting in 
reduced selling prices.
The robotic store order picking facility for Coop Danmark which 
handles, in addition to our own production, a range of third 
party Coop products such as poultry, has continued to build 
volumes. Services such as this, which enable us to manage 
the meat supply chain more efficiently from raw material 
procurement to store delivery, represent an important addition 
to our supply chain optimisation offering. A facility of this type 
is being incorporated into the new Melbourne meat packing 
facility for Woolworths due to commence production in the 
third quarter of 2015.
The redevelopment of the Huntingdon site was a complex 
project involving the re-equipment and re-alignment of the 
site and the addition of a further production area whilst 
working around a live production environment with the highest 
customer service levels needing to be maintained throughout 
the process. Similarly the re-equipment of the Vasteras site in 
Sweden has faced the same challenges. Although the level of 
start-up and disturbance costs at Huntingdon has been higher 
than had previously been expected, both projects have been 
executed successfully.
Central Europe
Operating profit of £2.4m (2013: £2.5m) on turnover of £82.2m 
(2013: £96.1m)
In Central Europe the Group’s meat packing business, 
based at Tychy in Poland, supplies three customer groups 
across Central Europe, from Hungary to the Baltics. In 2014 
this multi-customer business supplied Ahold stores in 
Czech Republic and Slovakia, Tesco stores in Hungary, Czech 
Republic, Poland and Slovakia and Rimi stores in Latvia, 
Lithuania and Estonia. In very competitive market conditions 
volumes declined by 6.8% in 2014, and, reflecting the impact 
of lower raw material meat prices and unfavourable exchange 
rate movements, turnover decreased by 14.5%.
The resumption in due course of volume growth combined 
with an unremitting focus on cost control remain the keys to 
achieving the very low levels of unit packing costs required 
for our customers to be able to compete strongly and grow 
in these very competitive developing markets.
Central costs and other
Net operating cost £3.4m (2013: £4.6m)
This segment includes our share of the management fee 
earned by our joint venture with Woolworths of £1.3m 
(2013: £0.5m), start-up costs in connection with the 
joint venture of £0.9m (2013: £1.4m) and central costs 
of £3.8m (2013: £3.7m). 
In Australia the Group is involved in a joint venture with 
Woolworths, under which it earns a fifty per cent share of 
the agreed management fees charged by the joint venture 
company for operating certain Woolworths’ meat processing 
and packing plants, based on the volume of retail packed meat 
delivered to Woolworths’ stores.
The joint venture company is currently responsible for the 
operation of Woolworths’ Western Australian meat processing 
centre in Bunbury the conversion of which has enabled a 
substantial increase in retail packed meat production. This  
was completed in the early months of 2014. The building 
of a purpose built retail packing facility near Melbourne in 
Victoria, which will be operated by the joint venture company, 
is on schedule and expected to commence production in the 
third quarter of 2015.
14
Hilton Food Group plc 
Annual report and financial statements 2014 Key past and anticipated 
future trends
As the larger retail chains have 
progressively gained a greater share of 
the grocery markets in most countries, 
they have increasingly turned to large 
scale, centralised meat packing solutions 
capable of producing private label 
packed meat products more safely and 
cost effectively. In doing so, they have 
rationalised their supply base, achieving 
lower costs with higher food safety, food 
integrity, traceability and quality standards. 
This has allowed supermarket groups to 
focus on their core business and maximise 
their return on available retail space 
whilst addressing consumers’ continuing 
requirement for quality and value.
Grocery retail markets are expected 
to remain extremely competitive, with 
continuing pressure on consumer 
expenditure. The trend towards 
increased use of centralised meat 
packing solutions is still continuing, 
however, albeit at different speeds across 
the world. This gives rise to a wide range 
of potential future geographical expansion 
opportunities for Hilton, but inevitably in 
a range of different timescales. 
Within retail markets patterns are also 
changing fairly rapidly, with increased 
internet based ordering and a growth in 
the number of ‘click and collect’ facilities. 
Following pressures on consumer 
expenditure over a number of years there 
has been increased use by cost conscious 
consumers of local convenience stores 
and discount outlets, to shop more 
frequently for a reduced overall basket 
cost per visit. These developments which 
may be structural rather than cyclical will 
all tend to re-inforce the overall trend 
towards retail packed meat, as this is 
the meat offering in all these growth 
areas. However they do pose logistical 
challenges and opportunities for the 
retailers, given the increasing need to 
be able to deliver smaller drop sizes on 
a cost efficient basis.
Current trading and outlook
With the completion of the capacity 
expansion and site redevelopment 
investment at Huntingdon in the UK and 
the planned start of production with 
our Australian joint venture partner near 
Melbourne in the third quarter of the year, 
Hilton’s medium term growth prospects 
remain encouraging. The shorter term 
economic outlook in our European markets 
continues to be, however, challenging, 
with consumer spending likely to remain 
constrained, despite a slightly better overall 
economic outlook in some countries 
aided in part by recently reduced oil prices.
During 2014 Sterling appreciated against 
all the currencies in which the Group 
trades. It has strengthened further in the 
early months of 2015 and, whilst future 
currency movements are inevitably difficult 
to forecast, they can have a material 
translational impact on the Group’s profit 
performance expressed in Sterling, with 
over two thirds of Hilton’s operating 
profit being earned in currencies other 
than Sterling.
In the early months of 2015 Hilton’s 
operating performance has been in 
line with the Board’s expectations. 
The Group’s business model has proved 
resilient over recent difficult trading 
conditions and the Board expects to 
make continued progress.
Robert Watson OBE
Chief Executive Officer
24 March 2015
15
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Performance and financial review
Hilton’s financial 
performance 
was robust.
Nigel Majewski
Finance Director
Financial review
Hilton’s financial performance was robust in 2014, despite head 
winds from adverse currency movements, higher than expected 
start-up costs and a continued challenging economic environment 
across Europe. Substantial capital investment was made during 
2014 at the Group’s Huntingdon and Vasteras sites to increase 
capacity and cost efficiency. Despite investing £43.3m in the year, 
principally at these two facilities, year-end debt was restricted to a 
modest level. These investments, together with a continuing strong 
cash flow, leave the Group well placed to deliver future growth. 
This performance and financial review covers the main highlights 
of the Group’s financial performance and position in 2014.
Basis of preparation
The Group is presenting its results for the 52 week period ended 
28 December 2014, with comparative information for the 52 week 
period ended 29 December 2013. The financial statements of 
the Group are prepared in accordance with International Financial 
Reporting Standards (IFRS) as adopted by the European Union (EU).
2014 financial performance
Revenue
Volumes grew overall by 3.5% with strong volume increases in the 
UK and Holland offset by volume reductions in Ireland, Denmark 
and Central Europe in difficult trading conditions. Further details 
of volume growth by business segment are set out in the Chief 
Executive’s summary. Revenue fell by 2.3% to £1,099.0m, as 
compared to £1,124.8 m in 2013, reflecting unfavourable exchange 
rate movements and the effect of lower raw material prices on 
selling prices.
Operating profit and margin
Operating profit, at £26.1m was above the previous year’s level 
(2013: £25.8m) after bearing increased start-up costs incurred in 
the UK and the impact of adverse exchange translation movements.  
The operating profit margin in 2014 was 2.4%, as compared with 
2.3% in 2013, reflecting both the higher operating profit level and 
the impact of lower raw material meat prices, which do not under 
all Hilton’s pricing arrangements give rise to a corresponding margin 
decrease. Operating profit per kilogram of packed meat sold was 
11.3p (11.5p in 2013).
Net finance costs
With careful cash management, net finance costs, at £0.9m, 
were in line with the previous year’s level (2013: £0.9m) despite 
the increase in debt levels over the second part of the year. 
Interest rates paid have remained at historically low levels, reflecting 
continuing low LIBOR and other Interbank rates, which determine 
the interest rates on the Group’s principal borrowings. Interest cover 
in 2014 increased marginally to 30 times, as compared with 
29 times in 2013.
16
Hilton Food Group plc 
Annual report and financial statements 2014 Taxation
The taxation charge for the period was 
£5.6m (2013: £5.5m). This represented 
an effective taxation rate of 22.4% 
(2013: 22.2%) reflecting the fact that a 
lower proportion of the Group’s overall 
taxable profits were earned in low 
corporate tax regimes such as those 
of Ireland and Poland.
Profit for the year
Profit for the year, at £19.6m, 
(2013: £19.4m) was slightly higher than 
last year reflecting the increase in operating 
profit partly offset by a slightly higher 
effective rate of taxation.
Earnings per share
Basic earnings per share at 25.0p 
(2013: 25.0p) were in line with last 
year, with a 1.4% increase in the level 
of net income being fully offset by the 
dilutive effect of an increased number of 
shares in issue, following the exercise of 
executive and all employee share options. 
Diluted earnings per share were 24.7p 
(2013: 24.8p).
Free cash flow and net 
borrowing levels
Cash flow remained strong in 2014, with 
the Group incurring a £2.1m free cash out 
flow before dividends and financing, after 
incurring capital expenditure of £43.3m. 
This represented an inflow reduction 
of £19.1m as compared with last year, 
after an increase in capital expenditure 
levels of £24.9m. Group borrowings were 
£43.3m at the end of 2014 and, with net 
cash balances of £35.6m, this resulted in 
a closing net debt position of £7.7m, as 
compared with a net cash level of £4.9m 
at the end of 2013. At the end of 2014 the 
Group had undrawn overdraft and loan 
facilities of £46.5m (2013: £18.3m). 
Despite the major strategic investments 
made in 2014, the Group had modest 
gearing at the end of 2014, with a 
net debt to EBITDA ratio of 18%; this 
strong financial position gives the Group 
considerable flexibility for potential 
future expansion. 
Dividends
The Board aims to maintain a dividend 
policy that provides a dividend level 
that grows broadly in line with the 
underlying earnings of the Group and has 
recommended a final dividend of 9.5p 
per ordinary share in respect of 2014. 
This, together with the interim dividend of 
3.8p per ordinary share paid in November 
2014, represents a 4.3% increase in the 
full year dividend, as compared with last 
year. The final dividend, if approved by 
shareholders, will be paid on 26 June 2015 
to shareholders on the register on 29 May 
2015 and the shares will be ex dividend 
on 28 May 2015.
£19.6m
profit for 
the year
£43.3m
of investment 
expenditure
17
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Performance and financial review continued
Key performance indicators
How we measure our performance  
against our strategic objectives
The Board monitors a range of financial and 
non-financial key performance indicators ‘KPIs’ 
to measure the Group’s performance over time 
in building shareholder value and achieving the 
Group’s strategic objectives. The nine headline 
‘KPIs’ used by the Board for this purpose, 
together with our performance over the 
last two years, is set out below.
Although these KPIs are measured separately, 
the relationship between them is also 
monitored. In addition, a wider range of KPIs 
are continuously tracked at business unit level.
Financial KPIs
( 2.3)%
Revenue growth (%) 
2013: 9.1%
Definition, method of calculation and analysis
Year on year revenue growth expressed as a percentage. The 2014 decrease 
reflected volume growth of 3.5%, which was more than offset by the impact of 
unfavourable exchange translation rate movements (which decreased revenue by 
4.6%) and the lower raw material prices, which reduced selling prices.
2.4% 
Operating profit margin  
(% turnover) 
2013: 2.3%
Definition, method of calculation and analysis
Operating profit expressed as a percentage of turnover.
The increase in 2014 reflected an increased underlying operating profit level 
which more than offset the higher start-up costs incurred in the UK and the 
lower level of raw material meat prices which do not in all Hilton’s 
contractual arrangements feed directly through to correspondingly 
decreased margins.
3.5
%
Non-financial KPIs
Growth in volume of  
packed meat sales (%)
2013: 2.0% 
Definition, method of calculation and analysis
Year on year volume growth, expressed as a percentage. 
18
Hilton Food Group plc 
Annual report and financial statements 2014 Operating profit margin  
(pence per kg)
2013: 11.5p/kg
Definition, method of calculation and analysis
Operating profit per kilogram sold.
kg
11.3p
£41.7m 
Earnings before interest, 
taxation, depreciation and 
amortisation (EBITDA) (£m)
2013: £41.3m
Definition, method of calculation and analysis
Operating profit before depreciation, amortisation and 
government capital grants, with higher depreciation charges being 
offset by the impact of unfavourable exchange rate movements. 
£(2.1)m
Free cash flow before 
minorities (£m)
2013: £17.0m
Definition, method of calculation and analysis
Cash out flow before dividends and financing after bearing 
£43.3m of capital expenditure in 2014,  
compared with £18.4m in 2013.
Definition, method of  
calculation and analysis
Year-end net debt as a percentage of EBITDA. 
Despite major capital expenditure in 2014 the Group’s 
gearing remains modest. The Group was ungeared at 
the end of 2013, with a net cash position.
Gearing ratio (%)
2013: N/A
Definition, method of  
calculation and analysis
   The decrease reflects continuing 
efficiency gains and low levels of 
wage inflation.
Packs of meat delivered as a percentage 
of the orders placed. Little year on year 
change, with high service levels being 
maintained.    
39.3p/kg
Employee and  
labour agency costs  
(pence per kg)
2013: 40.1p/kg
99.0%
 
Customer service  
level (%)
2013: 98.3%
18%
19
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Performance and financial review continued
Treasury management
Hilton does not engage in any speculative trading in financial 
instruments and transacts only in relation to its underlying business 
requirements. The Group’s policy is designed to ensure adequate 
financial resources are made available as required for the continuing 
development and growth of its businesses, whilst taking practical 
steps to reduce exposures to foreign exchange, interest rate 
fluctuation, credit, pricing and liquidity risks, as described below: 
Foreign exchange rate movements 
and country specific risks
Whilst the presentational currency of the Group is Sterling, two 
thirds of its revenues are earned in other currencies, currently 
principally the Euro, Swedish Krona, Danish Krone and Australian 
Dollar. The earnings of the Group’s overseas subsidiaries are 
translated into Sterling at the average exchange rates for the 
year and their assets and liabilities at the year-end closing rates. 
Changes in relevant currency parities are monitored on a continuing 
basis, with the timing of the repatriation of overseas profits by 
dividend payments and the repayment of any intra group loans to 
UK holding companies paying due regard to actual and forecast 
exchange rate movements. 
The Group has to date decided not to hedge its foreign exchange 
rate exposures, but this policy is kept under continuing review 
and may be reappraised over time as the Group’s geographic 
spread continues to widen. The Group’s overseas subsidiaries 
all have natural hedges in place as they, for the most part, buy 
raw materials, employ people, source services, sell products and 
arrange funding in their local currencies. As a result the Group’s 
exposure is in the main limited to its equity investment in each 
overseas subsidiary and joint venture.
The level of country specific risk currently remains material for 
many businesses, in terms of the impact of macroeconomic 
developments, including the impact of austerity programmes with 
some countries still facing difficulties with their levels of national 
debt. The Group sells high quality basic food products, for which 
there will always be continuing demand, to successful blue chip 
multiple retailers in developed countries. Hilton has not to date 
been materially adversely affected by the extended recessionary 
environments seen in some countries, but will keep any future 
identified country specific risks under continuing review.
Interest rate fluctuation risk
This risk stems from the fact that the interest rates on the Group’s 
borrowings are variable, being at set margins over LIBOR and 
other Interbank rates which fluctuate over time. The Board’s policy 
is to have an interest rate cap on a proportion of this borrowing. 
The Board will review hedging costs and options should the 
current low interest rate environment change materially.
A good 
underlying 
performance 
resulting in 
strong cash 
generation.
20
Hilton Food Group plc 
Annual report and financial statements 2014 Customer credit and pricing risks
As Hilton’s customers comprise a small number of very successful 
and credit worthy major multiple retailers, the level of credit risk 
is considered to be insignificant. Historically, the incidence of bad 
debts has been immaterial. Hilton’s pricing is based predominately 
either on cost plus agreements or agreed packing rates with 
its customers.
Liquidity risk
This has for many businesses represented a significant area of 
concern over recent years, given the continuing difficult and 
uncertain economic environment and liquidity constraints across 
banking systems in Europe. The Hilton Food Group remains  
strongly cash generative, has a robust balance sheet and has 
committed banking facilities for the medium term, sufficient to 
support its existing business. All bank positions are monitored 
on a daily basis and capital expenditure above set levels, together 
with decisions on intra group dividends, are all approved at Board 
meetings. All long term debt is arranged centrally and is subject 
to Board approval. 
Going concern and cautionary statements
Going concern basis
The Group’s bank borrowings are detailed in the financial 
statements and the principal banking facilities, which support the 
Group’s existing and contracted new business, are committed, 
with no renewal required for four years. The Group is in full 
compliance with all its banking covenants. Future geographical 
expansion which is not yet contracted, and which is not built 
into internal budgets and forecasts, may require additional 
or extended banking facilities and such future geographical 
expansion will depend on our ability to negotiate appropriate 
additional or extended facilities, as and when required.
The Group’s internal budgets and forward forecasts, which 
incorporate all reasonably foreseeable changes in trading 
performance, are regularly reviewed in detail by the Board and 
show that it will be able to operate within its current banking 
facilities, taking into account available cash balances, for the 
foreseeable future. The going concern basis is, accordingly, 
adopted by the Board in preparing the financial statements. 
Forward looking statements
This Strategic report contains forward looking statements that are 
inevitably subject to risk factors associated with, amongst other 
things, economic, political and business developments which may 
occur from time to time across the countries in which the Group 
operates. It is believed that the expectations reflected in these 
statements are reasonable based on current knowledge, but all 
forward looking statements and forecasts are inherently predictive, 
speculative and involve risk and uncertainty, simply because they 
relate to events and depend on circumstances that will occur in 
the future.
Nigel Majewski
Finance Director
24 March 2015
21
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Risks and risk management
As a leading food processor in a fast moving 
environment it is critical that the Group identifies, 
assesses and prioritises its risks. This, together 
with the adoption of appropriate risk mitigation 
strategies, enables us to monitor, minimise and 
control both the probability and potential impact 
of these risks.
How we manage risk
As with all businesses, the Group is exposed 
to a range of risks and uncertainties which 
could have a significant impact on its business, 
reputation, operating results and financial position. 
Responsibility for risk management across the 
Group resides with the Board which believes 
that a successful risk management framework 
carefully balances risk and reward, and applies 
reasoned judgement and consideration of potential 
likelihood and impact in determining its principal 
risks. The Group has a well-developed structure 
and range of processes for identifying, assessing, 
prioritising and mitigating these key risks, as the 
delivery of our strategy depends on our ability to 
make sound risk-informed decisions. 
The most significant 
risks the Group faces
The six most significant identified business risks 
the Group faces, are, as might be expected with 
a relatively straightforward business model, 
unchanged from previous years. These risks, which 
will continue to affect the Group’s businesses, 
together with the measures we have adopted to 
mitigate these risks, are outlined below. This is not 
intended to constitute an exhaustive analysis of 
all risks faced by the Group, but rather to highlight 
those which are the most significant, as viewed 
from the standpoint of the Group as a whole.
22
Hilton Food Group plc 
Annual report and financial statements 2014
Description of risk
The Group is dependent on a small number of customers 
who can exercise significant buying power and influence.
Its potential impact
The Group has a relatively narrow, but expanding, customer base, 
with sales to subsidiary or associated companies of the Tesco and 
Ahold groups still comprising the larger part of Hilton’s revenue in 
2014. The larger retail chains have over many years continued to 
increase their market share of meat products in many countries, 
as customers continue to move away from high street butchers 
towards one stop convenience shopping in supermarkets. 
This has increased the buying power of the Group’s customers 
which in turn increases their negotiating power with the Group, 
which could enable them to seek better terms over time.
Risk mitigation measures and strategies adopted
The Group is progressively widening its customer base and its 
maintained high level of investment in state of the art facilities, 
which together with management’s continuous focus on reducing 
costs, allow it to operate very efficiently at very high throughputs 
and price its products competitively. Hilton operates a decentralised, 
entrepreneurial business structure, which enables it to work very 
closely, nimbly and flexibly with its retail partners in each country, 
in order to achieve high service levels in terms of orders delivered, 
delivery times, compliance with product specifications and accuracy 
of documentation, all backed by an uncompromising focus on food 
safety, product integrity and traceability assurance. Hilton has long 
term supply agreements in place with its major customers, with 
pricing either on a cost plus or agreed packing rate basis.
Description of risk
The Group’s growth potential is dependent on the success 
of its customers and the growth of their packed meat sales.
Its potential impact
The Group’s products carry the brand labels of the customer to 
whom packed meat is supplied and it is accordingly dependent 
on its customers’ success in maintaining or improving consumer 
perception of their own brand names and packed meat offerings.
Risk mitigation measures and strategies adopted
The Group plays a very proactive role in enhancing its customers’ 
brand values, through providing high quality, competitively priced 
products, high service levels and continuing product and packaging 
innovation. It recognises that quality and traceability assurance 
are integral to its customers’ brands and works closely with 
its customers to ensure rigorous quality assurance standards 
are met. It is continuously measured by its customers across a 
very wide range of parameters, including delivery time, product 
specification, product traceability and accuracy of documentation 
and targets demanding service levels across all these parameters. 
The Group works closely with its customers to identify continuing 
improvement opportunities across the supply chain, including 
enhancing product presentation, extending shelf life and reducing 
wastage at every stage in the supply chain. 23
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements
Description of risk
The progress of the Group’s business is dependent on 
the macroeconomic environment and levels of consumer 
spending in the countries in which it operates.
Its potential impact
No business is immune to difficult economic climates and the 
consequent pressure on levels of consumer spending, such 
as those seen over recent years across Europe.
Risk mitigation measures and strategies adopted
With a sound business model, strong retail partners and a single 
minded focus on minimising unit packing costs, whilst maintaining 
high levels of product quality and integrity, the Group has made 
continued progress over the recent difficult economic period. 
It expects to be able to continue to make progress, even if the 
current pressures on consumer spending, as expected, persist 
in some developed countries. 
Description of risk
The Group’s business is reliant on a small number 
of key personnel and its ability to manage growth 
and change successfully.
Its potential impact
The Group is critically dependent on the skills and experience 
of a small number of senior managers and specialists and as the 
business develops and expands, the Group’s success will inevitably 
depend on its ability to attract and retain the necessary calibre of 
personnel for key positions, both for managing and growing its 
existing businesses and setting up new ones.
Risk mitigation measures and strategies adopted
To continue to manage growth successfully, the Group will carefully 
manage its skill resources and continue to invest in on-the-job 
training and career development, together with the cost effective 
management of quality information and control systems, whilst 
recruiting high quality new employees, as required, to facilitate 
the Group’s ongoing growth. The continuing growth of Hilton’s 
business, together with its growing reputation, is facilitating the 
recruitment of more top class specialists with the key skill sets 
required both to support our existing individual country business 
units and manage the Group’s future geographical expansion.
Description of risk
The Group’s business is dependent on maintaining  
a wide and flexible global meat supply base operating  
at standards that can continuously achieve the 
specifications set by Hilton and its customers.
Its potential impact
The Group is reliant on its suppliers to provide sufficient volume of 
products, to the agreed specifications, in the very short lead times 
required by its customers. The Group sources certain of its meat 
requirements globally. Tariffs, quotas or trade barriers imposed 
by countries where the Group procures meat, or which they may 
impose in the future, together with the progress of World Trade 
Organisation talks and other global trade developments, could 
materially affect the Group’s international procurement ability 
but has not done so in recent years.
Risk mitigation measures and strategies adopted
The Group maintains a flexible global meat supply base, which is 
progressively widening as it expands and is continuously audited 
to ensure standards are maintained, so as to have in place a wide 
range of options should any such eventualities occur.
Description of risk
Outbreaks of disease and feed contamination affecting 
livestock and media concerns relating to these and 
instances of product adulteration can impact the  
Group’s sales.
Its potential impact
Reports in the public domain concerning the risks of consuming 
meat can cause consumer demand for meat to drop significantly 
in the short to medium term. A food scare similar to the Bovine 
Spongiform Encephalopathy (‘BSE’) scare that took place in 1996 
or the much more recent concerns with regard to horse meat 
substitution can affect public confidence in red meats.
Risk mitigation measures and strategies adopted
The Group sources its meat from a trusted raw material supply 
base, all components of which meet stringent national, international 
and customer standards. The Group is subject to demanding 
standards which are independently monitored in every country and 
reliable product traceability and high welfare standards from the 
farm to the consumer are integral to the Group’s business model. 
The Group ensures full traceability from source to packed product 
across all suppliers. Risks and risk management continued
The Board has overall responsibility for the Group’s risk 
management processes and also for the appropriate identification 
of risks and the effective application of actions designed to 
mitigate those risks.
All types of risk applicable to the business are regularly reviewed 
and a formal risk assessment is carried out to highlight key risks 
to the business and to determine actions that can reasonably 
and cost effectively be taken to mitigate them. The Group’s Risk 
Register is compiled through a combination of business unit risk 
registers and Board input. The Board believes that in carrying 
out the Group’s businesses it is vital to strike the right balance 
between an appropriate and comprehensive control environment 
and encouraging the level of entrepreneurial freedom of action 
required to seek out and develop new business opportunities, 
but, however skillfully this balance between risk and reward is 
struck, the business will always be subject to a number of risks 
and uncertainties, as illustrated above.
Not all the risks listed are within the Group’s control and others 
may be unknown or currently considered immaterial, but could 
turn out to be material in the future. The risks set out above, 
together with our risk mitigation strategies, should be considered 
in the context of the Group’s risk management and internal 
control framework, details of which are set out in the Corporate 
governance statement. It must be realised that systems of internal 
control are designed to manage rather than completely eliminate 
any identified risks.
24
Hilton Food Group plc 
Annual report and financial statements 2014 Corporate and social responsibility report
A short and transparent supply chain  
with full traceability
Hilton is committed to ensuring that the supply chain in which we 
play a significant part is as short as possible and we work closely 
with suppliers and the farming community to this end. Farm reared 
animals are slaughtered at abattoirs from whom Hilton sources 
its meats and our food products are delivered directly to our retail 
customers for sale in their stores. Our quality systems provide full 
traceability of all the meat that we use.
Flexible local and global meat sourcing
As specialist retail meat packers, Hilton can source its primal meat 
requirements from the most advanced abattoir plants to exacting 
specifications, ensuring quality and cost effectiveness. Most of our 
meat is sourced locally within the EU and also from other regions 
such as New Zealand and South America. 
Science and technology play a large part in the consistent 
achievement of meat quality and influence Hilton’s procurement 
of meat from large and small suppliers. Together with our retail 
partners we ensure that consumers have the best choice and can 
select on the basis of provenance, quality and price. For example, 
Hilton is able to focus its meat sourcing strategy on high quality 
pasture fed beef from Ireland and good welfare produced pork 
from the Netherlands, UK, Germany and Denmark where efficient 
production methods enable competitive pricing.
Farm standards 
Good quality meat can only be produced from animals reared and 
handled to the best animal welfare standards. Freedom from stress 
is a fundamental requirement not only for ethical and sustainable 
reasons, but also to achieve consistent meat quality for consumers. 
Farmers design animal nutrition plans to achieve efficient weight 
gain and meet consumer preferences on flavour and fat content. 
We strive to improve the cleanliness of animals presented for 
slaughter which has a direct impact on the reduction of pathogen 
risks associated with fresh meat.
Abattoir standards
It is well established in science that abattoir standards contribute 
significantly to the achievement of consistent meat quality. 
Hilton works closely with our retail partners to set best in class 
specifications ensuring humane and effective stunning and control 
of microbial contamination. Also pH and temperature drop is 
controlled according to best scientific practice. Meat is matured and 
boned according to clear and enforced primal specifications that are 
agreed between Hilton, its retail customers and abattoir suppliers. 
Hilton develops long term trading partnerships with our suppliers by 
facilitating achievement of our retail customer requirements through 
auditing by third party experts and development of sustainable 
corrective action plans where any non-conformances are identified. 
We support our suppliers in applying abattoir standards covering 
factory structure, animal welfare standards, control of contamination 
Hilton Food Group recognises its social, ethical and environmental 
responsibilities arising from its operations and to the welfare of 
employees, customers, suppliers and the communities in which 
we operate. The Group is committed to working in an ethical, open 
and honest manner to produce products of the highest quality 
responsibly and sustainably. The philosophies which underpin 
our policies for the environment, regulatory compliance, health 
and safety, product quality and integrity and ethical conduct are 
summarised below.
Complete food assurance  
from farm to fork
It is essential that consumers have complete confidence in the 
meat products they purchase. Hilton has a pivotal role in managing 
a supply chain which starts on the farm. Our oversight of farm and 
abattoir standards ensures that the meat products we produce 
are of the highest quality. We recognise that correct product 
label information is key to gaining consumer trust and that the 
label correctly describes the provenance of the meat including its 
species and country of origin.
Hilton strives, in partnership with our retail customers, to 
successfully deliver safe, consistently high quality, convenient 
and ready to use retail packs of beef, lamb, pork and added value 
meat products to ensure the highest level of consumer satisfaction. 
Our products are governed by EU legislation and food safety 
standards throughout the meat supply chain. Additionally our retail 
partners, who support the Global Food Safety Initiative, demand the 
best animal welfare standards, food factory standards and quality 
systems to enhance their levels of brand integrity.
During 2014 the Elliott Review into the Integrity and Assurance 
of Food Supply Networks was published concluding that the 
food industry must above all else demonstrate that having a safe, 
high integrity food system for the UK is their main responsibility 
and priority. This report proposed eight pillars of food integrity 
as the basis for a national food crime prevention framework. 
Hilton strongly supports the findings in this report and we agree 
with Professor Elliott’s comments that “an industry focus on 
developing shorter supply chains and on sourcing locally produced 
foods in long term partnerships is of enormous importance in terms 
of having a more resilient, higher integrity UK food system which 
will strengthen our nation’s food security”. 
25
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Corporate and social responsibility report continued
through cleaning and disinfection, temperature controls, carcass 
dressing, boning and packing standards and traceability. Auditing as 
a means of challenging standards is now expected by consumers 
together with well established procedures throughout the 
food chain.
Hilton continually develops and refines testing methods, data 
collection and reporting particularly in the key area of meat raw 
material. Samples collected from each delivery are assessed for 
compliance to microbiological standards and compliance to agreed 
quality specifications including increasing use of DNA testing. 
Results are used to assess the performance of suppliers and 
achieve continuous improvement.
Retail packing at Hilton
We recognise that the key factors in ensuring that our retail 
partners receive products that consistently achieve agreed shelf 
lives and meet customer expectations are top quality meat from our 
suppliers, temperature control and high class standards of hygiene. 
We are proud of our modern specialised meat processing and 
packing facilities which use state of the art production equipment, 
including a high degree of automation and use of robotic equipment 
which minimises handling. 
Our well trained production operatives are responsible for the 
quality of Hilton’s retail partners’ products and they are supported 
by highly qualified and experienced quality assurance and technical 
teams at each site. Hilton maintains annual third party accreditation 
through FSSC (Food Safety System Certification) using ISO 22000 
and ISO/TS 22002-1 or the latest BRC (British Retail Consortium) 
Global Standard for Food Safety and we constantly challenge 
ourselves through cross auditing of hygiene and quality system 
standards by technical and quality managers from other Hilton 
sites. In addition we welcome the constant attention of our retail 
customers who make frequent visits to our sites, some of which 
are unannounced. This level of attention is a valuable part of 
our partnership with our retail customers and gives consumers 
confidence that Hilton can consistently meet their expectations.
Temperature control throughout our storage and production 
departments is fundamental to the quality of our products and this 
is centrally controlled with alarm alerts if there is any deviation from 
specified temperature requirements.
Specialised highly trained hygiene teams deep clean our factories 
every day using the latest technology and these clearly specified 
procedures are verified using not only trained auditors but also the 
latest monitoring equipment. All staff and visitors can only enter 
Hilton production facilities wearing specified personal protective 
clothing and by passing through barrier protected hand washing and 
sanitising facilities. The effectiveness of these entrance procedures 
are routinely verified using hand swabbing checks.
New product development is carried out in partnership with 
our retail customers and we pride ourselves on the kitchen 
facilities that Hilton has to facilitate this process of innovation and 
development. It is a fundamental strength of the Hilton team that 
a culture of sharing best practice is encouraged and developed. 
Technical managers from all our sites meet regularly to share 
experiences, agree innovation initiatives and develop processes 
and systems to ensure that Hilton remains at the forefront of 
our industry.
Graduate recruitment is fundamental to Hilton’s future. Our training 
programme includes completion of a Masters Degree in Food 
Science following which our trained graduates are placed into 
key management roles. We maintain strong links with academia 
and technological advances including Campden BRI and through 
attendance at the annual International Conference of Meat Science 
and Technology.
Awards and innovation
Hilton takes great pride in its products and we are delighted 
when the quality and innovation of these products is recognised. 
During 2014 we received a number of national food and taste 
awards. New products launched included gourmet burger kits 
and brontosaurus steaks as well as supporting our customers’ 
expansion of local and organic products.
Environment
The Group takes all practicable steps to manage carefully its 
impact on the natural environment. We believe improvements to 
our environmental performance can make a difference to society 
and are committed to assessing the impacts of our operations on 
land, water, air and biodiversity, and to managing our waste, in all 
its forms, by reusing or recycling it, where practicable.
In the context of the total carbon footprint of retail packed meat, 
the proportion which can be influenced by Group’s packing activity 
is very small indeed, as the Group is not involved in the breeding, 
growing and slaughtering of animals and the packaging formats 
used for its products are selected by our customers. The Group is 
nevertheless committed, working closely with its customers, to 
minimising its environmental impact.
Regulatory compliance
The Group is in full compliance with all environmental regulations, 
permits and consent limits which apply to each of its packing 
plants in each country of operation and views such compliance 
as a high priority, looking to make continuing improvements 
with respect to the environment in all its operations whilst 
ensuring that we manage our environmental performance in 
accordance with evolving legal and regulatory requirements and 
international standards.
Carbon footprint and greenhouse gases
The Group has complied with all the mandatory reporting 
requirements under the Companies Act 2006 (Strategic Report 
and Directors’ Reports) Regulations 2013. The Group’s scope 
1 and scope 2 carbon footprint has been calculated using data 
gathered through standardised reporting channels and Defra 
conversion factors. An appropriate ratio to express the Group’s 
annual emissions in relation to its activities by way of product 
volumes produced is given below. 
26
Hilton Food Group plc 
Annual report and financial statements 2014 Tonnes of CO2e
2014 2013 
Scope 1 7,977  8,162 
Scope 2 21,187  21,466 
Total 29,164  29,628 
Tonnes of CO2e per 
 tonne of product
2014 0.13
2013 0.13 
2012 0.13 
Energy usage
Our processing and packing operations consume electricity, gas, 
water and industrial gases at all our sites and our management teams 
work to identify areas for further efficiency gains in terms of energy 
usage. The Group invests heavily in maintaining state of the art high 
speed packing facilities which progressively reduce energy costs 
per unit packed. Over time the development of packing technology 
means that any given volume of meat can be packed with fewer high 
speed lines. Performance on water usage is shown below:
Cm
3
 of water use  
per tonne of product
2014 1.46
2013 2.04 
2012 2.09 
Waste and packaging
It is estimated that 15 million tonnes of food is wasted each year 
in the UK of which 9 million tonnes is avoidable and we agree 
this is economically, socially and environmentally unacceptable. 
Although Hilton’s meat products are perishable having limited shelf 
life we do our bit by working hard with our retail partners to ensure 
that waste is minimised and products are available for purchase and 
consumption for as long as possible before the end of that shelf life.
A degree of wastage is unavoidable in our businesses, as we have 
to ensure that our products continually meet stringent standards 
for quality and presentation. We work actively to reduce our usage 
of materials and the reduction of product and packaging waste has 
a very high priority across the Group. The yield losses incurred in 
processing and packing meat and packaging wastage are monitored 
throughout each day across the entire product range, at every Hilton 
site. Performance on meat yields, being the percentage by which 
the weight of meat purchased as raw material compares with that 
incorporated in finished packed meat products, is minimised by, 
where possible, using off-cuts in mince, burgers and other part 
processed meat products and by ensuring that meat purchased 
meets tight specifications.
Through the necessary use of packaging our products benefit from 
an extended shelf life thereby reducing food waste. This benefit 
offsets the environmental impact of the packaging materials and 
energy used in its manufacture. Hilton is committed with its retail 
partners to adopt best practices in reducing packaging through use 
of lightweight and recyclable materials from sustainable sources.
Workplace
Health and safety
One of Hilton’s top priorities is to achieve continual improvements 
in health and safety. The Group requires all its subsidiaries to 
achieve high health and safety standards within their individual 
operations. All subsidiaries conduct regular formal health and safety 
reviews. Managers and employees review policies, processes and 
procedures in order to ensure that risks are properly assessed, 
with appropriate actions taken in order to protect the safety of 
employees. Two members of the Board, Philip Heffer and Theo 
Bergman, have been assigned responsibility for health and safety 
and environmental matters across the Group’s operational sites. 
We monitor and review all incidents and accidents in the 
workplace so that we can take appropriate action to improve 
working conditions whilst remaining focused on reducing both the 
absolute number of accidents and the number of serious accidents. 
Formal reporting procedures are in place at every site so that the 
Group can monitor safety performance at a local level. There is a 
full time safety officer at each site who monitors the key measures 
for safety performance which include the number of serious and 
non-serious accidents and the number of working days lost through 
injury, together with short and long term sickness levels, key 
statistics in relation to which for 2014 are shown as follows:
Average 
number of 
employees
Serious 
accidents
Recorded 
accidents per 
100,000 hours 
worked
Sickness rate 
(%)
2014 2,447 33 5.2 4.5%
2013 2,243 32 6.4 4.9%
2012 2,213 26 5.5 5.3%
27
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Corporate and social responsibility report continued
Our people
We recognise that driving our future growth and development 
will continue to depend on our ability to attract, grow, train and 
retain the very best managers and staff and to build progressively 
stronger teams at each location. We believe that a key to our future 
success lies in the promotion of properly trained, knowledgeable 
and capable management from within our organisation together 
with the ongoing motivation of our teams in each country.
The Group provides equal opportunity for employment, training and 
career development and promotion regardless of age, sex, colour, 
race, religion, ethnic origin or other minority groupings. The Group 
encourages the employment of disabled people when suitable 
vacancies are available and wherever possible retrains employees 
who become disabled to enable them to do work consistent with 
their aptitudes and abilities. Where practicable, a flexible approach 
is adopted to assist employees to manage a successful work 
life balance.
Hilton operates to high standards of employment practice with 
policies to ensure that training, career development and promotion 
opportunities are be available to all employees. The Group’s 
recruitment practices involve, where possible, internal promotions. 
Where there is not a suitable internal candidate, selection of 
suitable individuals for vacant positions is made using a combination 
of industry knowledge and contacts and the use of external 
recruitment agencies. All new senior employees including Directors 
are given tailored induction programmes. The Group’s succession 
planning is designed to highlight any forthcoming vacancies well in 
advance. Employees are able to participate directly in the success 
of the business by contributing to the Group’s Sharesave scheme.
The Group has ethnically diverse workforces who at each location 
receive the same terms and conditions for comparable jobs. 
Given the geographical spread of the Group’s operations it is 
both inappropriate and impractical to apply standard employee 
consultation and communication procedures across the Group. 
Each subsidiary is accordingly responsible for achieving and 
maintaining appropriate consultation and communication with its 
employees which include at all production sites joint management 
and employee committee meetings on health and safety and 
meetings with employees and union representatives to discuss 
issues affecting them.
The Group, in common with most commercial undertakings, 
employs external consultants, but, as their services could be 
contracted for with other similar parties, there are, in the opinion 
of the Board, no persons with contractual or other arrangements 
with the Group which are essential to its businesses.
Trading relationships with partners and suppliers
Strong and fair long term relationships with partners and suppliers 
are very important for Hilton. The Group’s approach to corporate 
social responsibility is reflected in the way we behave with our 
suppliers which is open, consistent and honest. In the UK the 
Group follows the Better Payment Practice Code which requires 
a company to agree the terms of payment with its suppliers, to 
ensure its suppliers are aware of those terms and to abide by them. 
The Group policy is also to apply the requirements of the Code in 
each of its subsidiaries.
Ethical standards
Hilton is committed to integrity. Ethical standards are very important 
in relation to the way we conduct our businesses and all the 
Group’s employees are expected to behave ethically in their work 
and adhere to the Group’s ethical standards. As an international 
group of companies we are fully aware of the broad spread of 
our responsibilities in all the countries in which we operate from 
protecting the environment to safeguarding the health and safety 
of our employees, respecting human rights, ensuring honesty, 
integrity and fairness in all our business dealings and operating our 
businesses in a safe and responsible manner.
A whistle-blowing policy is in place in accordance with which staff 
can in confidence raise any concerns about any actual or potential 
improprieties in relation to matters of financial reporting or any other 
aspect of the Group’s businesses. The Group has also implemented 
an anti-bribery and anti-corruption policy to comply with the Bribery 
Act 2010.
Community
Supporting our local communities
Hilton’s policy is to recruit locally based employees wherever 
possible in order to benefit the communities within which our plants 
are located. Hilton aims to play a positive role in all the communities 
in which it operates and we encourage employees to become 
involved with and support the local communities around our sites. 
We recognise the social impacts of our business and believe in 
consultation with local communities about our activities and about 
the safety and environmental impact of our operations. 
During 2014, Hilton made charitable donations amounting to 
£30,000 (2013: £29,000) comprising small but regular donations 
made to local institutions and sponsorship of personal charitable 
initiatives and cultural events.
The Group seeks to be a good neighbour in all its locations. We are 
committed to social responsibility and believe that the success of 
our businesses will reflect the quality of the relationships we build 
with our communities and legitimate public interest groups.
Directors
Senior managers
Employees
7
14
835
49
1,706
Male Female
Total  
7
Total  
63
Total 
2,541
28
Hilton Food Group plc 
Annual report and financial statements 2014 Approval of Strategic report
Pages 6 to 28 of this Annual report comprises a Strategic report 
which has been drawn up and presented in accordance with 
applicable English company law, in particular Chapter 4A of the 
Companies Act 2006, and the liabilities of Directors in connection 
with this report shall be subject to the limitations and restrictions 
provided by such law.
It should be noted that the Strategic report has been prepared for 
the Group as a whole, and therefore gives greater emphasis to the 
Company and its subsidiaries when viewed as a composite whole.
Approved by order of the Board of Directors
Neil George
Company Secretary
24 March 2015
29
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Governance
Board of Directors 32
Directors’ report 34
Corporate governance statement 36
Report of the Audit Committee 39
Report of the Nomination Committee 41
Report of the Risk Management Committee 42
Directors’ remuneration report 43
 Directors’ remuneration policy 44
 Annual report on remuneration 49
Statements of Directors’ responsibilities 53
Independent auditors’ report 54
30
Hilton Food Group plc 
Annual report and financial statements 2014 31
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Board of Directors
Executive Directors
Robert Watson obe Chief Executive
Nigel Majewski
Finance Director
Robert joined Hilton as Chief Executive in 2002 and 
has overseen the successful growth of the Group 
to date. Prior to this, he worked for the Foyle Food 
Group, based in Northern Ireland of which he was 
a founder in 1977. Robert was previously a board 
member of the Livestock Meat Commission and 
Food For Britain.
Nigel was appointed as Finance Director of Hilton 
in 2006 following 11 years in senior finance roles 
with PepsiCo. Prior to that Nigel gained extensive 
meat industry experience in senior finance roles 
with Bernard Matthews plc and has also worked for 
Royal Dutch Shell and Whitbread. He is a qualified 
Chartered Accountant and has a first class honours 
degree in accountancy. Nigel is Chairman of the Risk 
Management Committee.
Philip Heffer
Chief Operating 
O ffi ce r
UK and Ireland
Theo Bergman
Chief Operating 
O ffi ce r
Continental Europe
Philip joined the Hilton Food Group at its inception 
in 1994, as Managing Director of the Group’s UK 
subsidiary Hilton Foods UK Limited. In his current role 
he is responsible for Hilton’s business with its major 
customer in the UK and Ireland. Prior to this, Philip 
held senior positions within the RWM Food Group. 
He attended Smithfield College and became an 
associate member of the Institute of Meat in 1984.
Theo joined Hilton in 2000 as Managing Director of 
the Group’s Dutch facility, Hilton Meats Zaandam 
and in 2003, he was appointed to the Group’s 
Executive Board as European operations director 
responsible for the start up of operations in Europe 
and the relationship with Ahold. Prior to joining Hilton, 
Theo held senior logistics and general management 
positions with Ahold between 1987 and 2000. 
32
Hilton Food Group plc 
Annual report and financial statements 2014 Sir David Naish dl Non-Executive 
Chairman
Chris Marsh
Non-Executive 
Director
Sir David joined the Hilton Food Group in 2007 as 
a Non-Executive Director after retiring from the 
Chairmanship of Arla Foods UK plc and was elected 
Chairman in 2010. He is a past President of the 
National Farmers Union and is currently Chairman of 
his family farming business as well as a Director of 
Wilson Insurance Broking Group Limited and Caunton 
Engineering Limited and is also a Non-Executive 
Director of Produce Investments plc. Sir David is 
Chairman of the Nomination Committee.
Chris joined the Hilton Food Group in 2007 as a 
Non-Executive Director. Chris is a corporate broker by 
background, he joined Phillips and Drew in 1968 and 
headed the Small Cap Corporate broking team at UBS 
from 1993 until his retirement in 1998. From 1999 to 
2004 he was a member of a small corporate finance 
advisory team at the Benfield Group. Chris is currently 
Non-Executive Chairman of Webb Capital plc and 
formerly of Downing Income VCT plc. Chris is the 
Senior Independent Director and Chairman of the 
Remuneration Committee.
Colin Smith obe Non-Executive 
Director
Colin joined the Hilton Food Group in 2010 as a 
Non-Executive Director and has extensive experience 
in the food and distribution industry. A Chartered 
Accountant, he was at Safeway plc for 20 years as 
Finance Director and for the last six years as Chief 
Executive. Colin has previously held Chairmanships 
at food and agriculture businesses Assured Food 
Standards, Masstock Group and Blueheath Holdings 
plc. Until recently he was a Non-Executive Director of 
Poundland Holdings Limited having stepped down as 
Chairman after 10 years in the role. He was previously 
a Non-Executive Director of McBride plc. Colin is 
Chairman of the Audit Committee.
David Naish, Chris Marsh and Colin Smith are 
all members of the Remuneration, Audit and 
Nomination Committees. 
Chris Marsh and Colin Smith are considered 
to be independent.
Non-Executive Directors
33
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Directors’ report
Directors and their interests
The Directors of the Company in office throughout 2014, together 
with their biographical details, are as set out on pages 32 and 33. 
All the Directors served for the whole of the year under review 
unless stated. Details of Directors’ interests in shares are provided 
in the Directors’ remuneration report on page 50.
Directors are subject to reappointment at the Company’s AGM 
following the year in which they are appointed. In accordance with 
the Company’s Articles of Association one-third of the Board is 
subject to re-election at each AGM. Accordingly, Sir David Naish 
and Philip Heffer retire and, being eligible, offer themselves for  
re-election.
Substantial shareholdings
As at the date of this report, the Company is aware or has been 
notified of the following interests of 3% or more of the voting 
rights of the Company:
Number of 
ordinary 
shares
Percentage 
of issued 
share capital
Nature of 
holding
Aberforth Partners 8,354,498 11.51% Indirect
Fidelity Mgt & Research 7,040,603 9.70% Indirect
AXA Investment Mgrs 5,175,050 7.13% Indirect
G. Heffer 4,174,500 5.75% Direct
R. Heffer 4,174,500 5.75% Direct
Standard Life Investments 3,217,846 4.43% Indirect
Additionally Directors’ interests in shares total 10.56% and details 
are given on page 50.
Political donations
No donations for political purposes were made during 
the year (2013: £nil).
The Directors present their report together with the audited 
financial statements for the 52 weeks ended 28 December 2014. 
Reference to other relevant information incorporated into this report 
is below.
Strategic report
The Strategic report on pages 6 to 28 sets out the development 
and performance of the Group’s business during the financial year, 
the position of the Group at the end of the year and a description of 
the principal risks and uncertainties facing the Group. The Group’s 
financial instruments risk management objectives and policy are 
discussed in the treasury risk management policies section of the 
Performance and financial review on page 20.
This Strategic report also includes the Corporate and social 
responsibility report on pages 25 to 28 which contains details of the 
Group’s employment practices and greenhouse gas emissions.
Corporate governance
The Corporate governance statement, Board Committee reports 
and Directors’ remuneration report on pages 36 to 52 includes 
information required by DTR 7.2.
Principal activities
The Group’s activities comprise specialist retail meat packing 
for international food retailers. 
Results and dividends 
The profit before income tax is £25.2m (2013: £24.9m). 
An interim dividend of 3.8p per ordinary share was paid in 
November 2014. The Directors recommend the payment of a final 
dividend for the period, which is not reflected in these accounts, 
of 9.5p per ordinary share totalling £6.9m, which, together with 
the interim dividend, represents 13.3p per ordinary share for the 
year. Subject to approval at the Annual General Meeting, the final 
dividend will be paid on 26 June 2015 to members on the register 
at the close of business on 29 May 2015. Shares will be ex dividend 
on 28 May 2015.
34
Hilton Food Group plc 
Annual report and financial statements 2014 Share capital and control
The following information is given pursuant to Section 992 
of the Companies Act 2006:
 – the Company has one class of share being ordinary shares of 
10p each which have no special rights. The holders of ordinary 
shares rank equally and are entitled to receive dividends and 
return of capital as declared and to vote at general meetings. 
With minor exceptions, there are no restrictions on transfers 
of ordinary shares.
 – there are no restrictions on voting rights of ordinary shares.
 – rights over ordinary shares issued under employee share 
schemes are exercisable directly by the employees. 
The Company is not aware of any agreements between 
shareholders that may result in restrictions on the transfer of its 
shares or on voting rights.
 – the Company may appoint or remove a Director by an ordinary 
resolution of the shareholders. Additionally the Board may appoint 
a Director who must retire from office at the following Annual 
General Meeting and if eligible then stand for re-election.
 – the Company’s Articles may be amended by a special resolution 
of the shareholders.
 – the Directors have general powers to manage the business 
and affairs of the Company. Additionally the following specific 
authorities were passed as resolutions at the Company’s Annual 
General Meeting held on 14 May 2014:
 – Directors have authority to purchase up to 10% of its own 
shares subject to certain conditions.
 – Directors have authority, within limits, to exercise the powers 
of the Company to allot shares and limited authority to disapply 
shareholder pre-emption rights.
Both these authorities expire on the earlier of the date of the 
next Annual General Meeting or 14 August 2015.
 – the Company has significant long term supply agreements with 
customers which the customer may terminate in the event that 
ownership of the Company, following a takeover, passes to a 
third party which is not reasonably acceptable to that customer. 
There are no agreements between the Company and its Directors 
or employees providing for compensation for loss of office or 
employment that occurs because of a takeover bid.
Directors’ statement as to disclosure 
of information to auditors
The Directors who were members of the Board at the time of 
approving the Directors’ report are listed on pages 32 and 33. 
Having made enquiries of fellow Directors and the Company’s 
auditors, each of these Directors confirm that:
 – to the best of each Director’s knowledge and belief, there is no 
information relevant to the audit of which the Company’s auditors 
are unaware; and
 – each Director has taken all the steps a Director might reasonably 
be expected to have taken to be aware of any relevant audit 
information and to establish that the Company’s auditors are 
aware of that information.
Independent auditors
PricewaterhouseCoopers LLP have expressed their willingness to 
continue in office and a resolution proposing their reappointment 
will be submitted at the Annual General Meeting.
Annual General Meeting
The Notice convening the Annual General Meeting can be found in 
the separate Notice of Annual General Meeting accompanying this 
Annual report and financial statements, and can also be found on the 
Company’s website at www.hiltonfoodgroupplc.com/investors/agm.
By order of the Board
Neil George
Company Secretary
24 March 2015
35
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Corporate governance statement
The UK Corporate Governance Code
The Board has prepared this report with reference to the UK 
Corporate Governance Code issued in September 2012 which 
applies to accounting periods beginning on or after 1 October 2012. 
This statement including the Board Committee reports and the 
Directors’ remuneration report on pages 39 to 52 detail how the 
Board applies the principles of good governance and best practice 
as set out in this UK Corporate Governance Code.
The Directors consider that the Company has during 2014 complied 
with the ten requirements of this Code, taking into account the 
provisions for smaller companies. 
The Financial Reporting Council issued a revised UK Corporate 
Governance Code in September 2014 which applies to accounting 
periods beginning on or after 1 October 2014. The provisions of 
these Codes can be obtained from www.frc.org.uk/corporate/
ukcgcode.cfm.
The Board
Membership
At the date of this report the Board consists of four Executive 
Directors and three Non-Executive Directors whose names, 
responsibilities, brief biographies and membership of Board 
Committees are set out on pages 32 and 33. The Directors bring 
strong judgement and expertise to the Board’s deliberations 
and the Board is of sufficient size and diversity to achieve the 
balance of skills and experience appropriate for the requirements 
of the business. 
Non-Executive Directors
The Non-Executive Directors include the Non-Executive Chairman 
and the Senior Independent Director. With the exception of the 
Non-Executive Chairman, who is presumed under the Code not 
to be independent following his appointment, the Board considers 
the Non-Executive Directors to be independent. The Non-
Executive Directors do not participate in any of the Group’s 
pension arrangements or in any of the Group’s bonus or share 
option schemes. There is a clear written division of responsibilities 
between the Non-Executive Chairman and the Chief Executive 
which has been agreed by the Board.
The Non-Executive Directors met once during the year to scrutinise 
the performance of the Executive management. A further meeting 
was held without the Non-Executive Chairman present to assess 
his performance.
Senior Independent Director
Chris Marsh, the Senior Independent Director, is available to 
shareholders as an alternative to the Non-Executive Chairman, 
Chief Executive and Finance Director. He ensures that he is 
available to meet shareholders, as required, and reports any 
relevant findings to the Board.
Rotation of Directors
The Company’s Articles of Association provide that one-third of 
the Directors retire by rotation at each Annual General Meeting and 
that all new Directors are subject to reappointment by shareholders 
at the first opportunity following their appointment. Sir David 
Naish and Philip Heffer retire in accordance with the Articles of 
Association at the forthcoming Annual General Meeting and, 
being eligible, each offers himself for re-election.
Directors’ conflicts of interest
Under the Companies Act 2006, the Group’s Directors have 
an obligation to avoid any situation where they have a conflict 
of interests. The Group has in place procedures that require all 
Directors to notify the Group of any conflicts of interest and, for 
any such conflicts of interest to be authorised by non-interested 
Directors, provided the Company’s Articles allow for this. 
During the current financial year the Group were not advised 
of nor did the Group identify any such conflicts of interest.
Information and support provided to Board members
Members of the Board and its Committees are given appropriate 
documentation in advance of each Board and Committee meeting. 
For regular Board meetings these include a detailed period report 
on current and forecast trading, with comparisons against both 
budget and prior years. For all meetings appropriate explanatory 
papers are circulated well in advance on matters which the Board 
or Committee will be required to approve or provide responses.
The Board operates both formally through Board and Committee 
meetings and informally through regular contact between Directors. 
To assist them in carrying out their responsibilities the Directors 
have, in addition to full and timely access to all relevant information 
from management in advance of Board meetings, the right to obtain 
independent professional advice at the Company’s expense and 
the advice and services of the Company Secretary to enable them 
to perform their duties as Directors. The Company Secretary is 
responsible to the Board, through the Chairman, for all governance 
matters. The appointment and removal of the Company Secretary 
is determined by the Board as a whole.
Board responsibilities
The Board is collectively responsible for promoting the success of 
the Group, within a framework of prudent and effective controls 
that enable risk to be assessed and appropriately managed. It is 
responsible for setting and approving the strategy and key policies 
of the Group and monitoring the progress towards achieving 
these objectives. The Board aims to enhance shareholder value 
by providing entrepreneurial leadership for the Group, whilst 
simultaneously ensuring the appropriate framework of checks 
and balances are maintained in place.
36
Hilton Food Group plc 
Annual report and financial statements 2014 Attendance at Board meetings
The following table sets out the Board meeting attendance by 
Board members, including the maximum number of meetings 
which could have been attended. Attendance at Board Committee 
meetings is set out in each Committee report.
Number of 
meetings
Number 
attended
Robert Watson 11 11 
Philip Heffer 11 10 
Theo Bergman 11 9 
Nigel Majewski 11 11 
Sir David Naish 11 11 
Chris Marsh 11 10 
Colin Smith 11 11 
Performance evaluation
The Non-Executive Chairman leads a formal annual performance 
evaluation of the Board and its standing Committees and meets 
with the Non-Executive Directors at least once a year to convey his 
conclusions. During 2014 an internal evaluation process involved 
each Director completing a detailed written questionnaire including 
the opportunity to comment on any issue not directly covered by 
the questionnaire. The responses were analysed and considered by 
the Board who have concluded that the Directors, the Board and its 
standing Committees continue to perform effectively. The Non-
Executive Directors met once during the year without the Non-
Executive Chairman present in order to evaluate his performance. 
An external evaluation process was last conducted in 2011/12.
Shareholder communications
The Board promotes open communication with shareholders. 
The Chief Executive and Finance Director meet regularly and have 
dialogue with institutional shareholders both to discuss the Group’s 
performance and prospects and to develop an understanding 
of their views which are relayed back to the Board. The Board’s 
current assessment of the Group’s position and prospects are set 
out in the Strategic report on pages 6 to 28. Twice a year general 
presentations are given to analysts covering the annual and half 
year results and other reports and forecasts, together with relevant 
articles in the financial press, are circulated to the Board.
The other Executive Directors are available to meet the Company’s 
major shareholders if required and the Senior Independent Director 
is available to listen to the views of shareholders, should they 
have concerns which have not been previously resolved or which 
it was inappropriate to voice at prior meetings. All shareholders 
have the opportunity to ask questions at the Company’s Annual 
General Meeting, which all Directors and the Chairmen of 
every Board Committee attend. In addition the Group’s website 
containing published information and press releases can be found 
at www.hiltonfoodgroupplc.com.
The Board has specific powers reserved to it contained in 
a schedule of matters reserved for decision by the Board 
which include:
 – acquisitions and disposals;
 – major trading agreements;
 – major capital expenditure projects;
 – dividends;
 – treasury and risk management policies;
 – approval of budgets, half yearly and annual accounts and interim 
management statements; and
 – the giving of any guarantees or letters of comfort.
The Board meets not less than eight times a year to direct and 
control the strategy and operating performance of the Group. 
The Board also has responsibility for setting policy and monitoring 
from time to time such matters as financial and risk control, 
health and safety policy, environmental issues and management 
succession and planning. The Board has delegated to the Chief 
Executive and the Executive Directors responsibility for the 
execution of the agreed strategy and budget and the day-to-day 
management of the Group’s operations. Day-to-day decisions in 
relation to procurement and supply chain management, factory 
operations and customer liaison are delegated to the senior 
management teams at each operational site. 
Board Committees
The Board has delegated certain responsibilities to the following 
Board Committees:
 – Nomination Committee;
 – Audit Committee;
 – Remuneration Committee; and
 – Risk Management Committee.
Each Board Committee operates under clearly defined terms 
of reference and report regularly to the Board. These terms of 
reference are reviewed on a regular basis with any revisions 
proposed to the Board for its approval. The Board ensures 
that each Committee has sufficient resources to undertake 
their duties including access to the Company Secretary and 
external advisors as appropriate.
Reports for each Board Committee are included on pages 39 to 52.
37
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Corporate governance statement continued
The Group’s planning and financial reporting procedures include 
detailed budgets and a three year strategic plan which are approved 
by the Board. Periodic management accounts report performance 
compared to the budget and additionally forecasts are updated 
through the year. These management accounts together with 
half-yearly and annual accounts produced by the Group’s subsidiary 
companies are reviewed together with the methodology used 
for consolidating these into the periodical, half-yearly and annual 
accounts. All financial information published by the Group is 
approved by the Board and Audit Committee.
The Finance Director and Group Financial Controller are responsible 
for overseeing the Group’s internal controls. The management 
of the Group’s businesses have identified the key business risks 
within their operations, considered their financial implications 
and assessed the effectiveness of the control processes in place 
to mitigate these risks. The Board has reviewed a summary of 
these findings and this, together with its direct involvement in the 
strategies of the business, investment appraisal and budgeting 
processes, has enabled the Board to report on the effectiveness 
of the Group’s internal control systems.
By order of the Board
Neil George 
Company Secretary
24 March 2015
Risk management and internal control
The Board of Directors has overall responsibility for the Group’s 
systems of internal control including financial, operational and 
compliance controls and risk management which operate to 
safeguard the shareholders’ investments and the Group’s 
assets and for reviewing their continuing effectiveness. Such an 
internal control system can only provide reasonable and not 
absolute assurance against material misstatement or loss as it is 
designed to manage rather than eliminate risk and failure to meet 
business objectives.
The Group operates within a clearly defined organisational structure 
with established responsibilities, authorities and reporting lines to 
the Board. The organisational structure is designed to plan, execute, 
monitor and control the Group’s objectives effectively and ensure 
internal control becomes integral to all the Group’s operations. 
The Board confirms that the Group’s internal risk based control 
systems have been fully operative up to the date of the Annual 
report being approved, key ongoing processes and features of 
which are set out below:
 – appropriate mechanisms to identify and evaluate business risk;
 – a Group internal audit function which is involved in the review and 
testing of the internal control systems and of key risks across the 
Group in accordance with an annual programme agreed with the 
Audit Committee;
 – a strong control environment;
 – an information and communication process; and
 – a monitoring system and regular Board reviews for effectiveness.
38
Hilton Food Group plc 
Annual report and financial statements 2014 Report of the Audit Committee
 – to develop and implement policy on the engagement of the 
external auditors to supply non-audit services, taking into account 
relevant ethical guidance regarding the provision of non-audit 
services by the external audit firm; and to report to the Board, 
identifying any matters in respect of which it considers that action 
or improvement is needed and making recommendations as to 
the steps to be taken; and
 – to report to the Board on how it has discharged 
its responsibilities.
Attendance at meetings of the Audit Committee
Number of 
meetings
Number 
attended
Colin Smith 4 4 
Sir David Naish 4 4 
Chris Marsh 4 4 
Nigel Majewski 4 4 
How the Committee has discharged its responsibilities
During 2014 the Committee met four times at appropriate intervals 
in the financial reporting and audit cycles. The work of the 
Committee during the year focused on the key areas set out below.
Monitoring the integrity of the financial statements 
including significant judgements
The Group’s accounting policies were reviewed and it was 
considered that there were no critical accounting estimates 
or judgements involved in their application.
The external auditors identified potential customer rebates as 
an area of audit focus and additionally in December 2014 the 
Financial Reporting Council called for clarity in the reporting of 
complex supplier arrangements by retailers and other businesses. 
The Committee fully considered these issues. Accordingly an 
overview of Hilton’s business relationships with its retailer partners 
is contained in the ‘Business model’ section of the Chief 
Executive’s summary on page 10 and information on the accounting 
policies adopted relating to revenue recognition are set out in 
note 2 on page 66. As Hilton’s contracts with its customers include 
pre-agreed and pre-defined revenue parameters, performance 
measures and targets there were no significant estimates or 
judgements involved in the application of these accounting policies.
The Committee reviewed half and full year financial reports 
including the application of accounting policies, estimates and 
judgements in their preparation, the clarity and completeness of 
the disclosures and also held discussions with management and 
the external auditors. The Annual report and financial statements 
were, taken as a whole, considered to be fair, balanced and 
understandable and provide the information necessary for 
shareholders to assess the Group and Company’s performance, 
business model and strategy. The Committee considered and 
concluded that the Group should be considered as a going 
concern. Thereafter the Committee recommended that the Board 
approve these financial reports for publication and that the letter of 
representation to the external auditors be signed.
Chairman’s introduction
I am pleased to report on the activities of the Audit Committee 
for the 52 weeks ended 28 December 2014.
Role of the Committee
The Audit Committee is established by the Board of Directors. 
Terms of reference formalise the roles, tasks and responsibilities of 
the Committee to comply with the UK Corporate Governance Code 
and to achieve best practice. The Committee terms of reference 
are available and can be found on the Company’s website at 
www.hiltonfoodgroupplc.com.
The Committee meets at least three times per year.
Membership of the Committee
Members of the Committee are appointed by the Board on the 
recommendation of the Nomination Committee and comprise the 
Chairman of the Committee and at least two members who are 
the Chairman of the Board and the Independent Non-Executive 
Directors. At least one member has recent and relevant financial 
experience and between them have a wide experience of industry 
and commerce.
Other individuals such as the Chief Executive, Finance Director, 
Internal Auditor and the external auditors may be invited to attend 
meetings. The external auditors and the Internal Auditor have 
the opportunity for direct access to the Committee without the 
Executive Directors being present.
Responsibilities of the Committee
The main responsibilities of the Audit Committee which are 
contained in the UK Corporate Governance Code and also in the 
Committee’s terms of reference are:
 – to monitor the integrity of the financial statements of the 
Company and any formal announcements relating to the 
Company’s financial performance, reviewing significant financial 
reporting judgements contained in them;
 – to review the Company’s internal financial controls and to review 
the Company’s internal control and risk management systems;
 – to monitor and review the effectiveness of the Company’s 
internal audit function;
 – to make recommendations to the Board, for it to put to the 
shareholders for their approval in general meeting, in relation 
to the appointment, reappointment and removal of the 
external auditor and to approve the remuneration and terms of 
engagement of the external auditor;
 – to review and monitor the external auditors’ independence 
and objectivity and the effectiveness of the audit process, 
taking into consideration relevant UK professional and 
regulatory requirements;
39
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Non-audit services and fees
Hilton has implemented a policy on the use of external auditors 
for non-audit services designed to preserve the independence of 
the external auditors. This policy categorises non-audit services 
into (i) continuing services which the Committee permits external 
auditors to undertake subject to a price cap, (ii) irregular or 
significant services requiring Committee approval on a case by 
case basis and (iii) non-permitted services.
The level of non-audit fees was reviewed which in 2014 at £68,000 
represents 25% of audit fees which is significantly below a cap 
of 70% proposed by the EU. Further details of these costs can be 
found in note 6 on page 73. The Committee considers that this 
low level of non-audit fees does not affect the independence of 
the external auditors.
Other
The Committee considered the impact of potential future changes 
to external audit reporting, audit tendering and rotation and non-
audit services.
Conclusion
The Committee considers that the work performed as detailed 
above demonstrates that the Committee continues to operate 
effectively and discharges its responsibilities.
I will be available to shareholders at the forthcoming Annual 
General Meeting to respond to any questions relating to the work 
of the Committee.
On behalf of the Audit Committee
Colin Smith OBE 
Chairman
24 March 2015
Risk management and internal controls
During the year the Internal Auditor reported to the Committee on 
the internal audit work performed and on key focus areas for future 
work. The Group’s Risk Register was also updated. The Committee 
concluded that the internal audit function remains effective.
A review of whistle-blowing showed that no employees had raised 
any concerns about possible wrongdoing in financial reporting or 
other matters.
External audit
The Committee oversees the relationship with, and the 
performance of, the external auditors. Meetings were held before 
the audit to agree their audit plan and after their audit work to 
discuss their key audit findings.
The current external auditors, PricewaterhouseCoopers LLP, were 
appointed in 2007. Their lead partner was rotated during the year 
having completed a five year term ensuring continued objectivity 
and independence. Hilton is not subject to the provision in the UK 
Corporate Governance Code that the external audit contract should 
be put out to tender at least every 10 years. The EU has published 
a new Audit Regulation covering mandatory audit firm rotation and 
tendering which, although still to be enshrined into UK legislation is 
expected to become effective during 2016.
PricewaterhouseCoopers LLP annually confirm their compliance 
with UK regulatory and professional requirements including ethical 
standards and that their objectivity is not compromised. Their audit 
work is subject to independent partner and quality control reviews. 
Potential independence threats through the provision of non-audit 
services are mitigated through various safeguards.
The Committee continues to be satisfied with the performance of 
PricewaterhouseCoopers LLP and have therefore recommended to 
the Board that they should continue as the Group’s auditors at the 
forthcoming Annual General Meeting.
Report of the Audit Committee continued
40
Hilton Food Group plc 
Annual report and financial statements 2014 Report of the Nomination Committee
Chairman’s introduction
I am pleased to report on the activities of the Nomination 
Committee for the 52 weeks ended 28 December 2014.
Role of the Committee
The Nomination Committee is established by the Board of 
Directors. Terms of reference formalise the roles, tasks and 
responsibilities of the Committee to comply with the UK Corporate 
Governance Code and to achieve best practice. The Committee 
terms of reference are available and can be found on the Company’s 
website at www.hiltonfoodgroupplc.com. The Nomination 
Committee leads the process for Board appointments.
The Committee meets on an as required basis.
Membership of the Committee
Members of the Committee comprise all the Non-
Executive Directors.
Responsibilities of the Committee
The main responsibilities of the Nomination Committee which are 
contained in the UK Corporate Governance Code and also in the 
Committee’s terms of reference are:
 – to review the structure, size and composition of the Board 
including skills, knowledge, experience and diversity (including 
gender) and make recommendations to the Board with regard to 
any changes;
 – to give consideration to succession planning for Directors and 
other senior executives and identify appropriate candidates for 
the approval of the Board; 
 – to oversee new appointments to the Board;
 – to review the results of the Board performance evaluation relating 
to the composition of the Board; and
 – to review the time requirements of Non-Executive Directors.
Attendance at meetings of the Nomination Committee
Number of 
meetings
Number 
attended
Sir David Naish 1 1 
Chris Marsh 1 1 
Colin Smith 1 1 
How the Committee has discharged its responsibilities
During 2014 the Committee met once in a continuing 
stable environment. 
Although there was no need to consider any new appointments in 
the year plans are being put into place to facilitate the appointment 
of further Non-Executive Directors as and when required. Hilton is 
also developing management structures to promote its talent 
pipeline as part of a succession planning process covering the 
Directors and senior management positions. Hilton prefers where 
possible to recruit these positions from internal candidates. 
Accordingly processes are being developed to assess the current 
management population against criteria for larger management 
roles they could potentially fill in the future and put in place 
individual development plans.
The Chairman has discussions with each Director to review and 
agree their training and development needs.
Conclusion
The Committee considers that the work performed as detailed 
above demonstrates that the Committee continues to operate 
effectively and discharges its responsibilities.
I will be available to shareholders at the forthcoming Annual 
General Meeting to respond to any questions relating to the 
work of the Committee.
On behalf of the Nomination Committee
Sir David Naish DL 
Chairman
24 March 2015
41
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Report of the Risk Management Committee
Chairman’s introduction
I am pleased to report on the activities of the Risk Management 
Committee for the 52 weeks ended 28 December 2014.
Role of the Committee
The Risk Management Committee is established by the Board 
of Directors. Terms of reference formalise the roles, tasks and 
responsibilities of the Committee to comply with the UK Corporate 
Governance Code and to achieve best practice. It seeks to focus 
and co-ordinate risk management activities throughout the Group in 
order to facilitate the identification, evaluation and management of 
key business risks.
The Committee meets at least six times per year.
Membership of the Committee
Members of the Committee are appointed by the Board and 
comprise the Finance Director, subsidiary company operations 
managers, the Group Internal Auditor, the Group IT manager and 
other personnel throughout the Group as required.
Responsibilities of the Committee
The main responsibilities of the Risk Management Committee are:
 – to raise the level of management awareness of and accountability 
for risks faced by the business;
 – to embed risk management into the Group culture;
 – to provide a mechanism for risk management issues to be 
discussed and disseminated; and
 – to provide advice on the co-ordination of risk management 
strategies across the Group ensuring they receive the 
appropriate level of sponsorship and support.
Attendance at meetings of the Risk Management 
Committee and how the Committee has discharged  
its responsibilities
During 2014 the Committee met ten times (of which Nigel 
Majewski attended eight meetings) and focused on the key 
areas set out below:
 – monitoring, identification and evaluation of potential risks to 
all the Hilton businesses;
 – developing business continuity management systems. 
Disaster exercises are conducted at various sites each year with 
feedback describing such exercises as realistic, challenging and 
worthwhile; and 
 – the further evolution of the sister site support network across 
the Group in the event of any business interruption to a particular 
operating unit. Mechanisms are in place to identify spare 
capacity calculated on the basis of each unit’s overall equipment 
effectiveness with the data being updated regularly and then 
aggregated. Additionally central labelling equipment is being 
established in locations across the Group. These advances mean 
that the Group has been able to significantly shorten reaction 
times making possible rapid support across the Group.
Conclusion
The Committee considers that the work performed as detailed 
above demonstrates that the Committee continues to operate 
effectively and discharges its responsibilities.
I will be available to shareholders at the forthcoming Annual 
General Meeting to respond to any questions relating to the 
work of the Committee.
On behalf of the Risk Management Committee
Nigel Majewski
Chairman
24 March 2015
42
Hilton Food Group plc 
Annual report and financial statements 2014 Directors’ remuneration report
Chairman’s introduction
I am pleased, as Chairman of the Remuneration Committee, to 
present the Directors’ remuneration report for the 52 weeks ended 
28 December 2014.
Role of the Committee
Remuneration policy is delegated by the Board to the Remuneration 
Committee established by the Board of Directors. Terms of 
reference formalise the roles, tasks and responsibilities of the 
Committee to comply with the UK Corporate Governance Code 
and to achieve best practice. The Committee’s terms of reference 
are available and can be found on the Company’s website at 
www.hiltonfoodgroupplc.com.
The Committee meets at least twice per year.
Membership of the Committee
Members of the Committee are appointed by the Board on 
the recommendation of the Nomination Committee and in 
consultation with the Chairman of the Remuneration Committee. 
The Committee comprises the Non-Executive Directors (Chris 
Marsh and Colin Smith) and the Non-Executive Chairman of the 
Board (Sir David Naish) who was considered to be independent 
on appointment.
Other individuals such as the Chief Executive and external advisors 
may be invited by the Committee to attend meetings as and 
when required.
Responsibilities of the Committee
The main responsibilities of the Remuneration Committee which 
are contained in the UK Corporate Governance Code and also in 
the Committee’s terms of reference are:
 – setting the remuneration policy for all Executive Directors and the 
Company’s Non-Executive Chairman;
 – approving the design of, and determining the targets for, any 
performance-related pay schemes operated by the Company 
and to approve the aggregate annual payments made under 
such schemes;
 – reviewing the design of all share incentive plans for approval 
by the Board and shareholders; and
 – recommending and monitoring the level and structure of 
remuneration for senior management.
Attendance at meetings of the Remuneration Committee
Number of 
meetings
Number 
attended
Chris Marsh 5 4 
Sir David Naish 5 5 
Colin Smith 5 5 
Directors' remuneration major decisions and 
substantial changes
The Committee made the following major decisions during the year:
Basic salaries
Following a review of Company and individual performance, 
changes in responsibility and levels of increase for the broader UK 
employee population the Committee agreed an Executive Director 
basic salary increase of 3% effective from 1 January 2015.
Annual bonus for Executive Directors
A 2014 non-financial metric award of 15.8% of salary was 
granted out of a maximum of 20% of salary reflecting the 
significant strategic progress achieved by the Company during 
2014. Under the financial metric 24.2% of salary is payable out 
of a maximum of 105% of salary reflecting the increase in actual 
net income in 2014 over 2013 net income. The 2015 Executive 
Director bonus scheme financial element will have a threshold 
award of 20% for achieving the 2014 actual net income level 
rising to 105% for performance of at least 118% of 2015 budgeted 
net income. A further non-financial element of up to 20% of salary 
will remain available based on individual achievement against 
personal and strategic targets aggregating to a 125% of salary 
maximum bonus opportunity for the Executive Directors.
Long term incentive schemes
During 2014 a grant of nil cost options under the Long Term 
Incentive Plan was approved with vesting subject to an EPS 
performance condition. Threshold performance is EPS growth of 
8% per annum where 25% of the options will vest rising to EPS 
growth of at least 13% per annum where 100% of the options 
will vest. There was a further invitation under Hilton’s Sharesave 
Scheme during the year.
External advisors
The Committee has appointed New Bridge Street (part of Aon plc) 
to provide advice on remuneration matters and are satisfied that 
such advice is objective and independent. The amount paid for 
these services during the year amounted to £10,199 and no other 
services to the Company are provided. New Bridge Street is a 
member of the Remuneration Consultants Group and is a signatory 
to its code of conduct.
43
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Share scheme dilution limits
The Company applies established good governance restrictions 
over the issue of new shares under all its share schemes of 10% 
in 10 years and 5% in 10 years for discretionary schemes. As at 
28 December 2014 the headroom available under these limits was 
3.4% and 0% respectively.
Statement of voting at annual general meeting
This Directors’ remuneration report (other than the Directors’ 
remuneration policy) is subject to a non-binding resolution at each 
AGM. The Directors’ remuneration policy is subject to a binding 
resolution every three years or sooner where any changes are 
made. The resolutions to approve the 2013 Directors’ remuneration 
report were unanimously passed on a show of hands at the AGM 
held in the year. The proxy vote was as follows:
Approve 
Directors’ 
remuneration 
report
Approve 
Directors’ 
remuneration 
policy
Resolution type Advisory Binding
Votes for 55,334,268 56,527,670 
% 91.7% 93.7%
Votes against 5,017,158 3,823,756 
% 8.3% 6.3%
Votes withheld 3,800 3,800 
No changes are proposed to the Directors remuneration policy. 
An advisory resolution on the Directors’ remuneration report (other 
than the Directors’ remuneration policy) will be proposed at Hilton’s 
2015 AGM accordingly.
Directors’ remuneration policy
The Committee considers that the Group’s remuneration policies should encourage a strong performance culture and emphasise long 
term shareholder value creation in order to be aligned with its shareholders’ interests. 
The policy set out below was passed by a binding shareholder vote at the Company’s 2014 Annual General Meeting. The policy will be 
subject to further binding votes every three years or sooner where any changes are made. No changes are proposed and the policy is 
reproduced below for completeness and transparency.
The following table summarises all elements of pay which make up the total remuneration opportunity for Directors, and details how each 
element is operated and links to the Company’s strategy.
Element 
Purpose and link  
to strategy Operation Maximum opportunity 
Basic salary To recruit and reward 
executives of a suitable calibre 
for the role and duties required 
Normally reviewed annually by the 
Committee with effect from 1 January, 
taking account of Company performance, 
individual performance, changes in 
responsibility and levels of increase for 
the broader UK employee population 
(or their local market where relevant). 
Reference is also made to median 
levels within relevant FTSE and industry 
comparators.
The Committee considers the impact 
of any basic salary increase on the total 
remuneration package.
There is no prescribed maximum annual 
increase. The Committee is guided by 
the general increase for the broader 
UK employee population (or their 
local market where relevant) but on 
occasions may need to recognise, for 
example, development in roles assigned, 
changes in responsibility, and/or specific 
retention issues.
Benefits To provide market competitive 
benefits to ensure the retention 
of employees
The Company typically provides:
 – Company car and fuel;
 – Private healthcare; and
 – Other ancillary benefits, including 
relocation expenses (as required).
Value of benefits is based on the cost to 
the Company and is not pre-determined.
Directors’ remuneration report continued
44
Hilton Food Group plc 
Annual report and financial statements 2014 Element 
Purpose and link  
to strategy Operation Maximum opportunity 
Pension To provide adequate retirement 
benefits
Employer contributions are made to money 
purchase pension schemes at the rates 
set out in Executive Directors’ service 
contracts.
In certain circumstances a salary 
supplement may be paid in lieu of such 
pension contributions.
Up to 15% of basic salary for Robert 
Watson, Philip Heffer and Nigel Majewski 
and for Theo Bergman up to 24% of basic 
salary, holiday allowance and bonus (in 
compliance with a legacy arrangement).
Annual bonus To encourage and reward 
delivery of the Company’s 
operational objectives 
The annual bonus scheme for Executive 
Directors is based on performance against 
the following metrics: 
 – Financial element based on achieving 
financial targets including the Group net 
income level adjusted for exceptional 
items; and
 – Non-financial element based 
on individual Executive Director 
achievement against personal and 
strategic targets.
There are no deferred elements. 
Any bonus paid is subject to claw-
back in circumstances of exceptional 
misstatement or misconduct.
Up to 125% of basic salary.
Long term 
incentives
To encourage and reward 
delivery of the Company’s 
strategic objectives and 
provide alignment with 
its shareholders’ interests 
through the use of share 
option schemes
Under its Long Term Incentive Plan 
(LTIP) Hilton makes an annual award of 
conditional shares or nil cost options. 
Awards are granted subject to continued 
employment and satisfaction of 
challenging performance conditions 
measured over three years to be satisfied 
by the issue of new shares or transfer 
of existing shares. An Employee Benefit 
Trust has been set up in connection with 
this plan.
Awards granted under the current policy 
are subject to the achievement of EPS 
performance targets determined at 
the date of grant with 25% vesting at 
threshold performance.
Awards are subject to claw-back for three 
years following vesting in circumstances 
of material misstatement, error 
or misconduct.
There are no plans to grant further options 
under Hilton’s Executive Share Option 
Scheme (ESOS) in the foreseeable future 
although the ability to do so is retained as 
an alternative to LTIP awards. Any grants 
would be subject to performance 
conditions determined prior to grant.
100% of salary for all Executive Directors, 
but in exceptional circumstances such as 
recruitment or retention, the limit may be 
increased to 200% of salary.
The same ESOS maximum opportunity 
as  for LTIP above.
45
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Element 
Purpose and link  
to strategy Operation Maximum opportunity 
All employee  
share schemes
To encourage employee 
share ownership and thereby 
increase their alignment 
with shareholders
All employees are eligible to join Hilton’s 
Sharesave Scheme (HMRC approved 
for the UK and Ireland) and make regular 
savings for a three year period following 
which they have six months to exercise 
the options granted.
No performance conditions attach to 
options granted under the Scheme.
Maximum savings up to the UK 
statutory limit.
Non-Executive 
Director fees
To attract and retain a 
high-calibre Non-Executive 
Chairman and Non-Executive 
Directors by offering a market 
competitive fee level
The Non-Executive Directors receive 
the fees set out in their letters of 
appointment. A base fee is augmented for 
Committee Chairmanship or membership 
to take into account the additional 
time commitment and responsibilities 
associated with those committees.
Non-Executive Director remuneration 
is determined by the Non-Executive 
Chairman and the Executive Directors. 
The Non-Executive Chairman’s 
remuneration is determined by the 
Remuneration Committee.
As for the Executive Directors, there is 
no prescribed maximum annual increase. 
The Committee is guided by the general 
increase for the broader UK employee 
population but on occasions may need 
to recognise, for example, change in 
responsibility, and/or time commitments.
Notes
1.  The remuneration policy for the Executive Directors is designed with regard to the policy for employees across the Group as a whole. For example, the Committee takes into account the 
general base salary increase for the broader UK employee population when determining the annual salary review for the Executive Directors. There are some differences in the structure of 
the remuneration policy for the Executive Directors and other senior employees, which the Remuneration Committee believes are necessary to reflect the different levels of responsibility of 
employees across the Company. The key differences in remuneration policy between the Executive Directors and employees across the Group are the increased emphasis on performance 
related pay and the inclusion of a share based long term incentive plan for Executive Directors. There is a lower aggregate incentive quantum at below executive level with levels driven by 
market comparatives and the impact of the role. Long term incentives are not provided outside of the most senior executives as they are reserved for those viewed as having the greatest 
potential to influence Group levels of performance.
2.  The choice of the annual bonus financial element based on net income metric aligns the bonus for a given year to the overall financial performance for that year. Threshold performance is at 
the previous year net income thereafter on a sliding scale with the maximum bonus paid at a stretching margin above current year budgeted net income. 
3.  The long term incentive EPS metric was chosen as it aligns the incentive with long term returns to shareholders.
4.  Long term incentive and sharesave schemes are operated in accordance with their respective Scheme and other rules under which the Committee has some discretion relating to their 
administration which is consistent with market practice. Under the LTIP such discretion covers:
 – treatment of awards in the event of good leavers (including determination of good leaver status), death and intervening events (including variations in capital and change of control) which 
address vesting date, exercise period and reduction in number of vesting options;
 – in exceptional circumstances such as recruitment or retention the grant limit may be is increased to 200% of salary;
 – minor alterations to benefit the plan administration, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment; and
 – where an event has occurred such that it would be appropriate to amend the performance condition so long as the altered performance condition is not materially less difficult to satisfy.
Directors’ remuneration report continued
46
Hilton Food Group plc 
Annual report and financial statements 2014 Other policy information
Element Description
Non-UK based 
Directors and foreign 
currency translation
Directors may be employed who are based outside of the UK and therefore subject to the employment laws and 
accepted practice for that country which may be different to those in the UK. The Committee will ensure that any 
future overseas based Directors are remunerated on an equivalent basis as in the UK albeit that it may be necessary 
to satisfy local statutory requirements.
Remuneration to Theo Bergman is paid in Euro which, for disclosure purposes, is translated into Sterling at the 
average exchange rate for the relevant year.
Share ownership The Directors’ current shareholdings total 10.56% of the Company’s shares. The Committee considers these 
shareholdings to be significant and sufficient to align their interests to the longer term performance of the Company 
such that no additional guideline is necessary.
Approach to 
recruitment
The remuneration package for a new Executive Director would be set in accordance with the terms of the Company’s 
approved remuneration policy in force at the time of appointment. For the appointment of a new Chairman or Non-
Executive Director, the fee arrangement would be set in accordance with the approved remuneration policy in force 
at that time. 
The salary for a new Executive Director may be set below the normal market rate, with phased increases over the 
first few years as the Executive Director gains experience in their new role.
The Committee may offer additional cash and/or share-based elements when it considers these to be in the best 
interests of the Company and its shareholders. Such payments would reflect and be limited to remuneration 
relinquished when leaving the former employer and would reflect (as far as possible) the nature and time horizons 
attaching to that remuneration and the impact of any performance conditions. Shareholders will be informed of any 
such payments at the time of appointment.
For an internal Executive Director appointment, any variable pay element awarded in respect of the prior role will be 
allowed to pay out according to its terms. In addition, any other ongoing remuneration obligations existing prior to 
appointment may continue.
For external and internal Executive Director appointments, the Committee may agree that the Company will meet 
certain relocation expenses where appropriate.
Payment for loss 
of office 
Payments for loss of office are made in accordance with the terms of the Directors’ service contracts as below. 
In accordance with its terms of reference the Committee ensures that contractual terms on termination, and any 
payments made, are fair to the individual, and the Company, that failure is not rewarded and that the duty to mitigate 
loss is fully recognised.
Consideration of 
shareholder views
The Committee is always interested in shareholder views and is committed to an open dialogue. All feedback is 
considered when making policy decisions. The Committee will seek to engage with major shareholders on any 
proposed significant changes to its remuneration policies.
Consideration 
of employment 
conditions elsewhere 
in the Group
The Committee takes into account the general employment reward packages of employees across the Group 
when setting policy for Executive Director remuneration. Employees have not previously been actively consulted 
on Director remuneration policies but this may be considered in future where appropriate.
47
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Director service contract and other relevant information
Provision Executive Directors Non-Executive Directors
Term All appointed on 24 April 2007 with no fixed term Sir David Naish and Chris Marsh 3 years from 27 March 
2013
Colin Smith 3 years from 1 October 2013
Re-election at AGM Every 3 years Every 3 years
Notice period 12 months for both the Company and the Director 6 months for both the Company and the Director
Termination payment/
payments in lieu of 
notice
Up to 12 months’ salary in lieu of notice.
If a claim is made against the Company in relation to a 
termination (e.g. for unfair dismissal), the Committee 
retains the right to make an appropriate payment in 
settlement of such claims as considered in the best 
interests of the Company. Additional payments in 
connection with any statutory entitlements (e.g. in 
relation to redundancy) may be made as required.
None
Remuneration 
entitlements
On termination no bonus is payable and outstanding 
share awards will lapse unless the Committee 
determines good leaver circumstances apply.
In good leaver circumstances and subject to 
performance conditions a pro-rata bonus may be 
payable at the Company’s discretion. Outstanding share 
awards may vest subject to time pro-rating and the 
performance conditions being satisfied.
None
Change of control There are no enhanced terms in relation to a change 
of control
There are no enhanced terms in relation to a change 
of control
Legacy arrangements
For the avoidance of doubt, in approving this policy report, authority is given to the Company to honour any commitments entered into 
with current or former Directors (such as the payment of a pension or the unwinding of legacy share schemes) that have been disclosed 
to shareholders in previous remuneration reports. Details of any payments to former Directors will be set out in the annual remuneration 
report as they arise.
Remuneration paid to Theo Bergman is subject to Dutch laws and accepted practices. The Dutch Minimum Wages and the Minimum 
Holiday Allowance Act provides that an employer is obliged to pay a holiday allowance equal to a certain percentage, currently 8%, of the 
employee’s basic salary. In the UK such holiday allowance is generally included within the employee basic salary. Additionally the terms 
of the Dutch industry specific pension scheme, to which Mr Bergman has belonged since before the acquisition by Hilton of the Dutch 
business, currently stipulate that the pension percentage contribution is applied to basic salary, holiday allowance and bonus although 
this may be subject to change in the future.
Directors’ remuneration report continued
48
Hilton Food Group plc 
Annual report and financial statements 2014 Annual report on remuneration
This section is subject to audit.
Single total figure table of remuneration 
The remuneration of individual Directors is set out below.
52 weeks to 28 December 2014
Salary  
and fees  
£’000
Benefits  
£’000
Annual bonus  
£’000
Long term 
incentive 
£’000
Pension  
£’000
Total  
£’000
Executive Directors      
Robert Watson 376 43 150 – 57 626 
Philip Heffer 301 40 120 – 45 506 
Theo Bergman 343 21 127 – 110 601 
Nigel Majewski 301 29 120 – 40 490 
Non-Executive Directors     
Sir David Naish 90 – – – – 90 
Chris Marsh 50 – – – – 50 
Colin Smith 50 – – – – 50 
Total 1,511 133 517 – 252 2,413 
52 weeks to 29 December 2013
Salary  
and fees  
£’000
Benefits  
£’000
Annual  
bonus  
£’000
Long term 
incentive 
£’000
Pension  
£’000
Total  
£’000
Executive Directors      
Robert Watson 363 41 151 – 55 610 
Philip Heffer 290 35 121 – 44 490 
Theo Bergman 344 21 133 – 108 606 
Nigel Majewski 290 27 121 – 25 463 
Non-Executive Directors     
Sir David Naish 90 – – – – 90 
Chris Marsh 50 – – – – 50 
Colin Smith 50 – – – – 50 
Total 1,477 124 526 – 232 2,359 
Notes
1. Salary and fees
2014 salaries reflect a 3.5% increase on 2013. The salary disclosed in respect of Theo Bergman includes an 8% holiday allowance.
2. Annual bonus
Under the 2014 annual bonus financial element formula, threshold performance was 2013 net income £17.8m, achievement of which earned a 20% of salary bonus. Thereafter the bonus was 
calculated on a sliding scale including a 45% of salary bonus for achieving the 2014 budgeted net income level of £19.6m up to a maximum 105% of salary bonus for achieving the stretch 
target of 115% of 2014 budgeted net income being £22.5m. A non-financial element bonus of up to 20% was available aggregating to a 125% maximum bonus opportunity.
Actual 2014 net income was £18.1m exceeding that achieved in 2013 being 92.0% of 2014 budgeted net income resulting in a financial element bonus of 24.2% of salary. The Committee 
considered that significant strategic progress had been made in difficult trading conditions and accordingly awarded a 15.8% of salary non-financial metric bonus out of a potential 20% of 
salary. Therefore a total bonus of 40.0% of salary (excluding Theo Bergman’s holiday allowance) is payable for the year to each Executive Director.
In 2013 net income exceeded the threshold achieving 94.7% of 2013 budgeted net income which resulted in a financial element bonus of 26.6% of salary. A15% of salary bonus was paid to 
each Executive Director in respect of the non-financial metric in view of excellent strategic progress. Accordingly a total bonus of 41.6% of salary was paid during the year.
3. Long term incentive
Long term incentives comprise the number of share options under the Company’s share plans where the achievement of performance targets ended in the year multiplied by the difference 
between the share price on the date of vesting and the exercise price. 
For 2014 there are incentive awards options under the Long Term Incentive Plan due to vest during 2015 subject to performance conditions covering the three years 2012-2014. The earnings 
per share performance metric for that period fell short of the threshold 6% compound annual growth and accordingly it is expected that there will be 0% vesting.
There were no long term incentive awards that were due to vest dependent on a performance period ending in 2013.
4. Pension
Payments were made during 2014 and 2013 to money purchase pension schemes or in lieu as a salary supplement at rates of up to 15% of basic salary for Robert Watson, Philip Heffer and 
Nigel Majewski and up to 24% of basic salary, holiday allowance and bonus for Theo Bergman (in compliance with a legacy arrangement).
5. Payments to past directors
No payments were made to former directors in 2014 or 2013.
6. Payments for loss of office
No payments for loss of office were made in 2014 or 2013.
49
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Director shareholding and share interests
Details of Director shareholdings and changes in outstanding share awards were as follows:
Director Type
At 29 
December 
2013
Granted 
(note 5) Exercised
At 28 
December 
2014
Exercise 
price  
(pence)
Earliest 
exercise  
date
Latest 
exercise  
date Notes
Robert Watson Shares 3,016,380   3,016,380    1 
 Share options 180,258 – (180,258) – 174.75 01.05.12 01.05.19 2 
 Share options 130,610 – – 130,610 246.00 10.05.13 10.05.20 2 
 Share options – 1,955 – 1,955 460.25 01.04.17 01.10.17 4 
 Total share options 310,868 1,955 (180,258) 132,565     
 Nil cost options 141,585 – – 141,585 nil 26.06.15 26.06.22 3(a)
 Nil cost options 102,228 – – 102,228 nil 08.05.16 08.05.23 3(b)
 Nil cost options – 71,046 – 71,046 nil 28.04.17 28.04.24 3(c)
 Total nil cost options 243,813 71,046 – 314,859     
Philip Heffer Shares 4,181,030   4,181,030    1 
 Share options 120,301 – – 120,301 199.50 12.05.11 12.05.18 2 
 Share options 144,206 – – 144,206 174.75 01.05.12 01.05.19 2 
 Share options 104,488 – – 104,488 246.00 10.05.13 10.05.20 2 
 Share options – 1,955 – 1,955 460.25 01.04.17 01.10.17 4 
 Total share options 368,995 1,955 – 370,950     
 Nil cost options 113,268 – – 113,268 nil 26.06.15 26.06.22 3(a)
 Nil cost options 81,830 – – 81,830 nil 08.05.16 08.05.23 3(b)
 Nil cost options – 56,836 – 56,836 nil 28.04.17 28.04.24 3(c)
 Total nil cost options 195,098 56,836 – 251,934     
Theo Bergman Shares 328,333   328,333    1 
 Share options 113,610 – – 113,610 246.00 10.05.13 10.05.20 2 
 Total share options 113,610 – – 113,610     
 Nil cost options 119,437 – – 119,437 nil 26.06.15 26.06.22 3(a)
 Nil cost options 88,374 – – 88,374 nil 08.05.16 08.05.23 3(b)
 Nil cost options – 60,828 – 60,828 nil 28.04.17 28.04.24 3(c)
 Total nil cost options 207,811 60,828 – 268,639     
Nigel Majewski Shares 57,599   91,760    1 
 Share options 120,301 – (120,301) – 199.50 12.05.11 12.05.18 2 
 Share options 104,488 – – 104,488 246.00 10.05.13 10.05.20 2 
 Share options – 1,955 – 1,955 460.25 01.04.17 01.10.17 4 
 Total share options 224,789 1,955 (120,301) 106,443     
 Nil cost options 113,268 – – 113,268 nil 26.06.15 26.06.22 3(a)
 Nil cost options 81,830 – – 81,830 nil 08.05.16 08.05.23 3(b)
 Nil cost options – 56,836 – 56,836 nil 28.04.17 28.04.24 3(c)
 Total nil cost options 195,098 56,836 – 251,934     
Sir David Naish Shares 55,000   60,000    1 
Chris Marsh Shares 30,000   30,000    1 
Colin Smith Shares 50,000   50,000    1 
Notes
1.  There is no requirement for Directors to hold shares in the Company. All shares are beneficially owned with the exception of 1,280,917 shares held by various family trusts of which 
Robert Watson is a trustee. Additionally 750,000 shares held by Robert Watson have been pledged as security on a personal loan. Since the year end Robert Watson sold 90,000 shares. 
There have been no other changes in the interests of Directors between 28 December 2014 and the date of this report.
2.  Executive Share Option Scheme awards which have vested.
3.  Nil cost options granted under the Long Term Incentive Plan which are subject to a performance condition of compound growth in the Group’s earnings per share over three financial years 
commencing with the year in which the awards were granted.
 a) Awards vest on a sliding scale between 25% for 6% EPS compound annual growth and 100% for at least 14.5% EPS compound annual growth.
 b) Awards vest on a sliding scale between 25% for 5% EPS compound annual growth and 100% for at least 10% EPS compound annual growth.
 c) Awards vest on a sliding scale between 25% for 8% EPS compound annual growth and 100% for at least 13% EPS compound annual growth.
4.  Share options granted under Hilton’s all employee Sharesave Scheme.
5.  Face value of the nil cost option awards granted in the year were Robert Watson £375,831, Philip Heffer £300,665, Theo Bergman £321,779 and Nigel Majewski £300,665 based on the actual 
share price at date of grant of 529 pence on 28 April 2014.
Directors’ remuneration report continued
50
Hilton Food Group plc 
Annual report and financial statements 2014 Further information
Statement of implementation of remuneration policy in the 2015 financial year
Base salaries
For 2015 salaries for Executive Directors have increased by 3% and are disclosed below.
2014 
£’000
2015 
£’000
Robert Watson 376 387 
Philip Heffer 301 310 
Theo Bergman 343 353 
Nigel Majewski 301 310 
Note
The base salary for Theo Bergman for both years include holiday allowance and are translated at the 2014 average exchange rate.
Annual bonus
The maximum annual bonus in 2015 will be 125% of salary for all Executive Directors (for Theo Bergman excluding holiday allowance). 
This bonus will be payable subject to stretching targets around net income (up to 105% of salary) and personal and strategic targets 
(up to 20% of salary). As financial targets are set with reference to the budget, they are therefore considered commercially sensitive. 
The Committee will disclose targets on a retrospective basis.
2015 long term incentive awards
The Committee will make a decision on any 2015 grant of nil cost awards and their related performance conditions following the Annual 
report approval date. Details of new grant and performance conditions will be published via a Regulatory Information Service.
TSR performance graph
The graph below shows the Total Shareholder Return performance (TSR) (share price movements plus reinvested dividends) of the 
Company compared against the FTSE Small Cap Index covering the six years 2009 to 2014. The FTSE Small Cap Index is, in the opinion 
of the Directors, the most appropriate index against which the TSR of the Company should be measured.
100
200
300
400
2009 2010 2011 2012 2013 2014
Total Shareholder Return
Hilton Food Group – Total Return Index
FTSE All Small – Total Return Index
51
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Chief Executive Officer remuneration six year trend
2009 2010 2011 2012 2013 2014 
Total remuneration (£'000) 584 644 730 593 610 626 
Annual bonus (as a percentage of the maximum) 85% 63% 53% 10% 42% 32%
Long term incentive vesting (as a percentage of the maximum) n/a 100% 100% 100% n/a 0%
Note
There were no long term incentive awards that were due to vest dependent on a performance period ending in 2009 or 2013.
Chief Executive Officer remuneration percentage change
2014 percentage increase over 2013 CEO
Company 
average
Salary 3.5% 3%
Benefits 4.9% n/a
Annual bonus -0.7% n/a
Note
The majority of employees do not receive benefits or annual bonus and so there is no meaningful data. An alternative comparator group is 
senior management for whom the percentage changes for salary, benefits and annual bonus were 3%, 0% and 0% respectively.
Relative importance of spend on pay
The following table sets out for the comparison total spend on pay with dividends.
2014 
£’000
2013 
£’000
%  
change
Staff costs (note 8 to the financial statements) 74,570 72,141 3%
Dividends payable 9,649 9,201 5%
Note
Dividends payable comprises any interim dividends paid in respect of the year plus the final dividend proposed for the year but not 
yet paid.
On behalf of the Board
Chris Marsh
Chairman of the Remuneration Committee
24 March 2015
Directors’ remuneration report continued
52
Hilton Food Group plc 
Annual report and financial statements 2014 Statements of Directors’ responsibilities
Directors’ responsibilities for the 
preparation of the Annual report 
and financial statements
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 parent company financial statements in accordance 
with International Financial Reporting Standards (IFRS) as adopted 
by the European Union. 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 Company and 
the Group and the profit or loss of the Group for that period.
In preparing these financial statements the Directors are required to:
 – select suitable accounting policies and then apply 
them consistently;
 – make judgements and accounting estimates that are reasonable 
and prudent;
 – state whether applicable IFRS as adopted by the European Union 
have been followed, subject to any material departures disclosed 
and explained in the financial statements; and
 – prepare the financial statements on the going concern basis, 
unless it is inappropriate to presume that the Group will continue 
in business.
The Directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the Company’s 
transactions and which disclose with reasonable accuracy at any 
time the financial position of the Company and the Group and 
to enable them to ensure that the financial statements and the 
Directors’ remuneration report comply with the Companies Act 
2006 and, as regards the Group financial statements, Article 4 of 
the IAS Regulation. They are also responsible for safeguarding 
the assets of the Company and the Group and hence for taking 
reasonable steps for the prevention and detection of fraud and 
other irregularities.
The Directors’ are responsible for the maintenance and integrity 
of the Company’s website. Legislation in the United Kingdom 
governing the preparation and dissemination of financial statements 
may differ from legislation in other jurisdictions.
The Directors consider that the Annual report and financial 
statements, taken as a whole, are fair, balanced and understandable 
and provide the information necessary for shareholders to assess 
the Group’s performance, business model and strategy.
Responsibility statement of the Directors 
in respect of the Annual report and 
financial statements
Each of the Directors whose names and functions are set out 
on pages 32 and 33, confirm that to the best of their knowledge 
and belief:
 – the Group and parent company financial statements, prepared 
in accordance with applicable UK law and in conformity with 
IFRS, as adopted by the EU, give a true and fair view of the 
assets, liabilities, financial position and profit of the Group and the 
Company; and
 – the management reports, which comprise the Strategic report 
and the Directors’ report, include a fair review of the development 
and performance of the business and the position of the Group 
and the Company, together with a description of the principal 
risks and uncertainties they face. 
This responsibility statement was approved by the Board of 
Directors on 24 March 2015 and is signed on its behalf by:
Robert Watson OBE
Chief Executive
Nigel Majewski
Finance Director
53
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Independent auditors’ report
to the members of Hilton Food Group plc
Report on the financial statements
Our opinion
In our opinion:
 – Hilton Food Group Plc’s Group financial statements and Company 
financial statements (the “financial statements”) give a true 
and fair view of the state of the Group’s and of the Company’s 
affairs as at 28 December 2014 and of the Group’s profit and the 
Group’s and Company’s cash flows for the 52 week period (the 
“period”) then ended;
 – the Group financial statements have been properly prepared 
in accordance with International Financial Reporting Standards 
(“IFRSs”) as adopted by the European Union;
 – the Company financial statements have been properly prepared in  
accordance with IFRSs as adopted by the European Union and as 
applied in accordance with the provisions of the Companies Act 
2006; and
 – the financial statements have been prepared in accordance with 
the requirements of the Companies Act 2006 and, as regards the 
Group financial statements, Article 4 of the IAS Regulation.
What we have audited
Hilton Food Group Plc’s financial statements comprise:
 – the Group and Company balance sheet as at 28 December 2014;
 – the Group income statement and the Group statement of 
comprehensive income for the period then ended;
 – the Group and Company cash flow statement for the period 
then ended;
 – the Group and Company statement of changes in equity for the 
period then ended; and
 – the notes to the financial statements, which include a 
summary of significant accounting policies and other 
explanatory information.
The financial reporting framework that has been applied in the 
preparation of the financial statements is applicable law and IFRSs 
as adopted by the European Union and, as regards the Company 
financial statements, as applied in accordance with the provisions 
of the Companies Act 2006.
Our audit approach
Overview
 –  Overall Group materiality: £1,259,000 which represents  
5% of profit before tax.
 –  We determined that all companies within the Group required  
an audit of their complete financial information. 
 – Customer supply arrangements.
The scope of our audit and our areas of focus
We conducted our audit in accordance with International Standards 
on Auditing (UK and Ireland) (“ISAs (UK & Ireland)”).
We designed our audit by determining materiality and assessing 
the risks of material misstatement in the financial statements. 
In particular, we looked at where the Directors made subjective 
judgements, for example in respect of significant accounting 
estimates that involved making assumptions and considering future 
events that are inherently uncertain. As in all of our audits, we also 
addressed the risk of management override of internal controls, 
including evaluating whether there was evidence of bias by the 
Directors that represented a risk of material misstatement due to fraud. 
The risks of material misstatement that had the greatest effect on our 
audit, including the allocation of our resources and effort, are identified 
as “areas of focus” in the table below. We have also set out how we 
tailored our audit to address these specific areas in order to provide 
an opinion on the financial statements as a whole, and any comments 
we make on the results of our procedures should be read in this 
context. This is not a complete list of all risks identified by our audit. 
Materiality
Audit scope
Areas 
of focus
54
Hilton Food Group plc 
Annual report and financial statements 2014 Area of focus
Customer supply arrangements
The Group has entered into a number of rebate and incentive 
arrangements with its customers. 
Rebates and incentives are calculated based on agreed contracted rates 
and volumes of sales to customers over the term of the contracts. 
As the arrangements are based on contracted rates and known 
sales volumes there is little judgement or estimation required around 
the recognition of these amounts accurately and in the appropriate 
accounting period. 
However, owing to the number of agreements in place and the range 
of contractual terms included within those agreements there is an 
increased risk that the application of those terms might be calculated 
inaccurately, omitted from the calculation or included in the incorrect 
accounting period.
Additional audit effort was therefore required to obtain sufficient 
evidence that there was no material misstatement in this regard.
Furthermore, the Group occasionally agrees variations to these 
arrangements with its customers during the term of the contract. This 
can result in a change in agreed rates applied in the calculation of the 
rebate and incentive amounts. 
We therefore focused our work on the appropriate reflection of these 
variations in the Directors’ calculations, including assessing whether all 
variations with a material impact had been included in the calculation.
How our audit addressed the area of focus
We obtained and read copies of open customer supply agreements 
in order to understand the impact of these arrangements on the 
financial statements. 
We held discussions with management and inspected minutes of 
Board discussions and determined, based on that evidence, that the 
list of contracts management had provided was complete.
We selected a sample of rebate and incentive accruals and agreed 
them to the contracts. Based on these procedures the amounts had 
been recognised in the correct period and calculated appropriately 
based on the correct contracted rates in the agreement and sales 
amounts in the accounting ledgers (which we had audited). 
We tested that variations in contracts and/or rates had been 
reflected in the accrual calculations and determined, based on these 
procedures, that they had been correctly reflected.
We also selected rebate and incentive payments made after the 
period end and checked that, where appropriate, they were accrued 
in the financial statements and found that they were.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed 
enough work to be able to give an opinion on the financial 
statements as a whole, taking into account the geographic structure 
of the Group, the accounting processes and controls, and the 
industry in which the Group operates. 
The Group is structured as a parent company with ten 
subsidiary undertakings:
–  six trading subsidiaries located in the United Kingdom, the 
Republic of Ireland, the Netherlands, Poland, Denmark and 
Sweden, all of these entities are required to have statutory audits 
under local legislation; and
–  four intermediary holding companies, all located in the United 
Kingdom and all requiring statutory audits.
All of these entities are audited by PwC network firms with the 
exception of the subsidiary located in the Netherlands, which is 
audited by BDO Hoorn.
In addition to these 11 entities the Group has a 50% interest in a 
joint venture company located in Australia. We did not consider this 
company to be financially significant to the Group.
The key procedures we adopted in respect of working with 
component auditors were:
–  Issuing formal Group reporting instructions, which set out our 
requirements for the component auditors, together with our 
assessment of audit risks in the Group;
–  Planning discussions were held with all component auditors in 
order to agree those requirements, discuss the Group audit risks 
and to identify any component specific risks;
–  High level analysis of the financial information of the component 
by the Group engagement team;
–  Attending, with Group management, the component clearance 
meeting held between the component auditors and local 
management; and 
–  Obtaining signed audit opinions, under ISA (UK and Ireland), that 
the component financial information was properly prepared in 
accordance with IFRSs as adopted by the European Union.
55
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Materiality
The scope of our audit was influenced by our application of 
materiality. We set certain quantitative thresholds for materiality. 
These, together with qualitative considerations, helped us to 
determine the scope of our audit and the nature, timing and extent 
of our audit procedures and to evaluate the effect of misstatements, 
both individually and on the financial statements as a whole. 
Based on our professional judgement, we determined materiality 
for the financial statements as a whole as follows:
Overall Group materiality
£1,259,000 (2013: £1,246,000).
How we determined it
5% of profit before tax.
Rationale for benchmark applied
We have applied this benchmark, a generally accepted auditing 
practice, in the absence of indicators that an alternative benchmark 
would be appropriate.
We agreed with the Audit Committee that we would report to 
them misstatements identified during our audit above £100,000 
(2013: £100,000) as well as misstatements below that amount that, 
in our view, warranted reporting for qualitative reasons.
Going concern
Under the Listing Rules we are required to review the Directors’ 
statement, set out on page 21, in relation to going concern. 
We have nothing to report having performed our review.
As noted in the Directors’ statement, the Directors have concluded 
that it is appropriate to prepare the financial statements using 
the going concern basis of accounting. The going concern basis 
presumes that the Group and Company have adequate resources 
to remain in operation, and that the Directors intend them to do so, 
for at least one year from the date the financial statements were 
signed. As part of our audit we have concluded that the Directors’ 
use of the going concern basis is appropriate.
However, because not all future events or conditions can be 
predicted, these statements are not a guarantee as to the Group’s 
and Company’s ability to continue as a going concern.
Other required reporting
Consistency of other information
Companies Act 2006 opinions
In our opinion:
–  the information given in the Strategic Report and the Directors’ 
Report for the financial period for which the financial statements 
are prepared is consistent with the financial statements; and
–  the information given in the Corporate Governance Statement 
set out on pages 36 to 38 with respect to internal control and 
risk management systems and about share capital structures is 
consistent with the financial statements.
ISAs (UK & Ireland) reporting
Under ISAs (UK & Ireland) we are required to report to you if, in 
our opinion:
–  Information in the Annual Report is:
–  materially inconsistent with the information in the audited 
financial statements; or
–  apparently materially incorrect based on, or materially 
inconsistent with, our knowledge of the Group and Company 
acquired in the course of performing our audit; or
–  otherwise misleading.
We have no exceptions to report arising from this responsibility.
–  the explanation given by the Directors on page 53, in accordance 
with provision C.1.1 of the UK Corporate Governance Code 
(“the Code”), as to why the Annual Report does not include 
a statement that they consider the Annual Report taken as a 
whole to be fair, balanced and understandable and provides 
the information necessary for members to assess the Group’s 
and Company’s performance, business model and strategy is 
materially inconsistent with our knowledge of the Group and 
Company acquired in the course of performing our audit.
We have no exceptions to report arising from this responsibility.
–  the explanation given by the Directors on page 40, as required 
by provision C.3.8 of the Code, as to why the Annual Report 
does not include a section that appropriately addresses matters 
communicated by us to the Audit Committee is materially 
inconsistent with our knowledge of the Group and Company 
acquired in the course of performing our audit.
We have no exceptions to report arising from this responsibility.
Adequacy of accounting records and information and 
explanations received
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 Company, 
or returns adequate for our audit have not been received from 
branches not visited by us; or
–  the Company financial statements and the part of the Directors’ 
Remuneration Report to be audited are not in agreement with the 
accounting records and returns.
We have no exceptions to report arising from this responsibility.
Independent auditors’ report continued
to the members of Hilton Food Group plc
56
Hilton Food Group plc 
Annual report and financial statements 2014 Directors’ remuneration
Directors’ remuneration report – Companies Act 2006 opinion
In our opinion, the part of the Directors’ Remuneration Report to 
be audited has been properly prepared in accordance with the 
Companies Act 2006.
Other Companies Act 2006 reporting
Under the Companies Act 2006 we are required to report to you 
if, in our opinion, certain disclosures of Directors’ remuneration 
specified by law are not made, and under the Listing Rules we are 
required to review certain elements of the report to shareholders 
by the Board on Directors’ remuneration. We have no exceptions to 
report arising from these responsibilities. 
Corporate governance statement
Under the Companies Act 2006 we are required to report to you 
if, in our opinion, a corporate governance statement has not been 
prepared by the Company. We have no exceptions to report arising 
from this responsibility. 
Under the Listing Rules we are required to review the part of 
the Corporate Governance Statement relating to the Company’s 
compliance with ten provisions of the UK Corporate Governance 
Code. We have nothing to report having performed our review. 
Responsibilities for the financial 
statements and the audit
Our responsibilities and those of the Directors
As explained more fully in the Statements of Directors’ 
Responsibilities set out on page 53, the Directors are responsible 
for the preparation of the financial statements and for being 
satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the financial 
statements in accordance with applicable law and ISAs (UK & 
Ireland). Those standards require us to comply with the Auditing 
Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only 
for the Company’s members as a body in accordance with Chapter 
3 of Part 16 of the Companies Act 2006 and for no other purpose. 
We do not, in giving these opinions, accept or assume responsibility 
for any other purpose or to any other person to whom this report 
is shown or into whose hands it may come save where expressly 
agreed by our prior consent in writing.
What an audit of financial statements involves
An audit involves obtaining evidence about the amounts and 
disclosures in the financial statements sufficient to give reasonable 
assurance that the financial statements are free from material 
misstatement, whether caused by fraud or error. This includes an 
assessment of: 
–  whether the accounting policies are appropriate to the Group’s 
and the parent company’s circumstances and have been 
consistently applied and adequately disclosed; 
–  the reasonableness of significant accounting estimates made by 
the Directors; and
–  the overall presentation of the financial statements. 
We primarily focus our work in these areas by assessing the 
Directors’ judgements against available evidence, forming 
our own judgements, and evaluating the disclosures in the 
financial statements.
We test and examine information, using sampling and other 
auditing techniques, to the extent we consider necessary to 
provide a reasonable basis for us to draw conclusions. We obtain 
audit evidence through testing the effectiveness of controls, 
substantive procedures or a combination of both. 
In addition, we read all the financial and non-financial information 
in the Annual report and financial statements 2014 (the “Annual 
Report”) to identify material inconsistencies with the audited 
financial statements and to identify any information that is 
apparently materially incorrect based on, or materially inconsistent 
with, the knowledge acquired by us in the course of performing the 
audit. If we become aware of any apparent material misstatements 
or inconsistencies we consider the implications for our report.
Kevin MacAllister
(Senior Statutory Auditor) 
for and on behalf of PricewaterhouseCoopers LLP 
Chartered Accountants and Statutory Auditors 
Belfast
24 March 2015
The maintenance and integrity of the Hilton Food Group plc website is the 
responsibility of the Directors; the work carried out by the auditors does not 
involve consideration of these matters and, accordingly, the auditors accept no 
responsibility for any changes that may have occurred to the financial statements 
since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination 
of financial statements may differ from legislation in other jurisdictions.
57
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Financial 
statements
Consolidated income statement 60
Consolidated statement of comprehensive income 60
Consolidated balance sheet 61
Consolidated statement of changes in equity 62
Consolidated cash flow statement 63
Notes to the financial statements 64
Registered office and advisors 86
58
Hilton Food Group plc 
Annual report and financial statements 2014 59
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Consolidated income statement
 Notes 
2014 
52 weeks 
£’000 
2013 
52 weeks 
£’000 
Continuing operations   
Revenue 5 1,098,990 1,124,780 
Cost of sales (966,809) (993,257)
Gross profit 132,181 131,523 
Distribution costs (10,541) (10,498)
Administrative expenses (96,462) (95,715)
Share of profit in joint venture 884 464 
Operating profit 26,062 25,774 
Finance income 9 102 118 
Finance costs 9 (976) (1,020)
Finance costs – net 9 (874) (902)
Profit before income tax 25,188 24,872 
Income tax expense 10 (5,638) (5,512)
Profit for the year 19,550 19,360 
    
Attributable to:   
Owners of the parent 18,071 17,828 
Non-controlling interests 1,479 1,532 
  19,550 19,360 
Earnings per share attributable to owners of the parent during the year   
Basic (pence) 11 25.0 25.0 
Diluted (pence) 11 24.7 24.8 
Consolidated statement  
of comprehensive income
 
2014  
52 weeks 
£’000
2013  
52 weeks 
£’000
Profit for the year 19,550 19,360 
Other comprehensive income  
Currency translation differences (4,761) 390 
Other comprehensive income for the year net of tax (4,761) 390 
Total comprehensive income for the year 14,789 19,750 
   
Total comprehensive income attributable to:  
Owners of the parent 13,625 18,151 
Non-controlling interests 1,164 1,599 
 14,789 19,750 
The notes on pages 64 to 85 are an integral part of these consolidated financial statements.
60
Hilton Food Group plc 
Annual report and financial statements 2014 Consolidated balance sheet
 
Notes
Group Company
2014  
£’000
2013  
£’000
2014  
£’000
2013  
£’000
Assets     
Non-current assets     
Property, plant and equipment 13 72,642 58,876 – – 
Intangible assets 14 12,547 2,660 – – 
Investments 15 1,234 405 102,985 102,985 
Deferred income tax assets 21 771 1,313 – – 
  87,194 63,254 102,985 102,985 
Current assets     
Inventories 16 22,029 23,837 – – 
Trade and other receivables 17 115,609 124,356 53 88 
Current income tax assets 1,532 745 30 53 
Cash and cash equivalents 18 35,586 34,642 333 189 
  174,756 183,580 416 330 
Total assets 261,950 246,834 103,401 103,315 
      
Equity     
Equity attributable to owners of the parent    
Ordinary shares 22 7,259 7,216 7,259 7,216 
Share premium 7,235 5,885 7,235 5,885 
Employee share schemes reserve 441 857 – – 
Foreign currency translation reserve (2,024) 2,422 – – 
Retained earnings 72,717 63,989 13,470 11,922 
  85,628 80,369 27,964 25,023 
Reverse acquisition reserve (31,700) (31,700) – – 
Merger reserve 919 919 71,019 71,019 
  54,847 49,588 98,983 96,042 
Non-controlling interests 4,786 4,670 – – 
Total equity 59,633 54,258 98,983 96,042 
      
Liabilities     
Non-current liabilities     
Borrowings 19 32,573 18,616 – – 
Deferred income tax liabilities 21 1,875 1,459 – – 
  34,448 20,075 – – 
Current liabilities     
Borrowings 19 10,687 11,104 – – 
Trade and other payables 20 157,182 161,397 4,418 7,273 
  167,869 172,501 4,418 7,273 
Total liabilities 202,317 192,576 4,418 7,273 
Total equity and liabilities 261,950 246,834 103,401 103,315 
The notes on pages 64 to 85 are an integral part of these consolidated financial statements.
The financial statements on pages 58 to 85 were approved by the Board on 24 March 2015 and were signed on its behalf by:
R. Watson obe N. Majewski
Director Director
Hilton Food Group plc – Registered number: 06165540
61
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Consolidated statement of changes in equity
Group
Attributable to owners of the parent
Non-
controlling 
interests 
£’000
Total 
equity 
£’000 Notes
Share 
capital 
£’000
Share 
premium 
£’000
Employee 
share 
schemes 
reserve 
£’000
Foreign 
currency 
translation 
reserve 
£’000
Retained 
earnings 
£’000
Reverse 
acquisition 
reserve 
£’000
Merger 
reserve 
£’000
Total 
£’000
Balance at 31 December 2012 7,087 2,562 1,238 2,099 54,932 (31,700) 919 37,137 3,835 40,972 
Profit for the year – – – – 17,828 – – 17,828 1,532 19,360 
Other comprehensive income           
Currency translation differences – – – 323 – – – 323 67 390 
Total comprehensive income  
for the year – – – 323 17,828 – – 18,151 1,599 19,750 
Issue of new shares 129 2,498 – – – – – 2,627 – 2,627 
Adjustment in respect of  
employee share schemes – 682 (599) – – – – 83 – 83 
Tax on employee share schemes – 143 218 – – – – 361 – 361 
Dividends paid 12 – – – – (8,771) – – (8,771) (764) (9,535)
Total transactions with owners 129 3,323 (381) – (8,771) – – (5,700) (764) (6,464)
Balance at 29 December 2013 7,216 5,885 857 2,422 63,989 (31,700) 919 49,588 4,670 54,258 
            
Profit for the year – – – – 18,071 – – 18,071 1,479 19,550 
Other comprehensive income           
Currency translation differences – – – (4,446) – – – (4,446) (315) (4,761)
Total comprehensive income  
for the year – – – (4,446) 18,071 – – 13,625 1,164 14,789 
Issue of new shares 43 794 – – – – – 837 – 837 
Adjustment in respect of  
employee share schemes – 406 (151) – – – – 255 – 255 
Tax on employee share schemes – 150 (265) – – – – (115) – (115)
Dividends paid 12 – – – – (9,343) – – (9,343) (1,048) (10,391)
Total transactions with owners 43 1,350 (416) – (9,343) – – (8,366) (1,048) (9,414)
Balance at 28 December 2014 7,259 7,235 441 (2,024) 72,717 (31,700) 919 54,847 4,786 59,633 
            
Company           
Balance at 31 December 2012 7,087 2,562 – – 11,148 – 71,019 91,816   
Profit for the year – – – – 9,545 – – 9,545   
Total comprehensive income  
for the year – – – – 9,545 – – 9,545   
Issue of new shares 129 2,498 – – – – – 2,627   
Adjustment in respect of  
employee share schemes – 682 – – – – – 682   
Tax on employee share schemes – 143 – – – – – 143  
Dividends paid 12 – – – – (8,771) – – (8,771)  
Total transactions with owners 129 3,323 – – (8,771) – – (5,319)  
Balance at 29 December 2013 7,216 5,885 – – 11,922 – 71,019 96,042   
            
Profit for the year – – – – 10,891 – – 10,891   
Total comprehensive income  
for the year – – – – 10,891 – – 10,891   
Issue of new shares 43 794 – – – – – 837   
Adjustment in respect of 
employee share schemes – 406 – – – – – 406   
Tax on employee share schemes – 150 – – – – – 150  
Dividends paid 12 – – – – (9,343) – – (9,343)  
Total transactions with owners 43 1,350 – – (9,343) – – (7,950) 
Balance at 28 December 2014 7,259 7,235 – – 13,470 – 71,019 98,983   
The notes on pages 64 to 85 are an integral part of these consolidated financial statements.
62
Hilton Food Group plc 
Annual report and financial statements 2014 Consolidated cash flow statement
Notes
Group Company
2014  
52 weeks 
£’000
2013  
52 weeks 
£’000
2014  
52 weeks 
£’000
2013  
52 weeks 
£’000
Cash flows from operating activities     
Cash generated from operations 24 47,626 41,788 – – 
Interest paid (976) (1,020) (171) (213)
Income tax (paid)/received (5,530) (5,515) 87 115 
Net cash generated from/(used in) operating activities 41,120 35,253 (84) (98)
      
Cash flows from investing activities     
Purchases of property, plant and equipment (31,830) (17,228) – – 
Proceeds from sale of property, plant and equipment 129 147 – – 
Purchases of intangible assets (11,599) (1,272) – – 
Interest received 102 118 – – 
Dividends received – – 11,000 9,750 
Net cash (used in)/generated from investing activities (43,198) (18,235) 11,000 9,750 
      
Cash flows from financing activities     
Proceeds from borrowings 36,193 3,845 – – 
Repayments of borrowings (21,923) (11,114) – – 
Repayment of inter-company loan – – (2,266) (3,349)
Issue of ordinary shares 837 2,627 837 2,627 
Dividends paid to owners of the parent (9,343) (8,771) (9,343) (8,771)
Dividends paid to non-controlling interests (1,048) (764) – – 
Net cash generated from/(used in) financing activities 4,716 (14,177) (10,772) (9,493)
      
Net increase in cash and cash equivalents 2,638 2,841 144 159 
Cash and cash equivalents at beginning of the year 34,642 31,428 189 30 
Exchange (losses)/gains on cash and cash equivalents  (1,694) 373 – – 
Cash and cash equivalents at end of the year 18 35,586 34,642 333 189 
The notes on pages 64 to 85 are an integral part of these consolidated financial statements.
63
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Notes to the financial statements
1 General information
Hilton Food Group plc (“the Company”) and its subsidiaries (together “the Group”) is a specialist retail meat packing business supplying 
major international food retailers in thirteen European countries and Australia. The Company’s subsidiaries are listed in note 15.
The Company is a public limited company incorporated and domiciled in the UK. The address of the registered office is 2–8 The 
Interchange, Latham Road, Huntingdon, Cambridgeshire PE29 6YE. The registered number of the Company is 06165540.
The Company maintains a Premium Listing on the London Stock Exchange.
The financial year represents the 52 weeks to 28 December 2014 (prior financial year 52 weeks to 29 December 2013).
These consolidated financial statements were approved for issue on 24 March 2015.
The Company has taken advantage of the exemption in Section 408 Companies Act 2006 not to publish its individual income statement, 
statement of comprehensive income and related notes. Profit for the year dealt with in the income statement of Hilton Food Group plc 
amounted to £10,891,000 (2013: £9,545,000).
2 Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies 
have been consistently applied to all of the years presented, unless otherwise stated.
Basis of preparation
The consolidated financial statements of Hilton Food Group plc have been prepared in accordance with International Financial Reporting 
Standards as adopted by the European Union (“IFRS”), IFRIC interpretations and the Companies Act 2006 applicable to companies 
reporting under IFRS. The consolidated financial statements have been prepared on the going concern basis under the historical 
cost convention. 
The financial statements are presented in sterling and all values are rounded to the nearest thousand (£’000) except when 
otherwise indicated.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires 
management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of 
judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed 
in note 4.
Basis of consolidation
These consolidated financial statements comprise the financial statements of Hilton Food Group plc (“the Company”), its subsidiaries and 
its share of profit in joint ventures, together, (“the Group”) drawn up to 28 December 2014. Accounting policies of subsidiaries have been 
changed where necessary to ensure consistency with the policies adopted by the Group.
A subsidiary is an entity controlled, either directly or indirectly, by the Company, where control is the power to govern the financial and 
operating policies of the entity.
All inter-company balances and transactions, including unrealised profits arising from inter-group transactions, are eliminated 
on consolidation.
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is 
measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. 
Acquisition costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business 
combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the 
Group’s share of the identifiable net assets acquired is recorded as goodwill.
Joint ventures are all entities which the Group exercises joint control and has an interest in the net assets of that entity. Investments in 
joint ventures are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at 
cost, and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date 
of acquisition. 
The Group’s share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements 
in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of 
the investment. 
64
Hilton Food Group plc 
Annual report and financial statements 2014 International Financial Reporting Standards 
(a) New standards, amendments and interpretations effective in 2014
IAS 27 (revised 2011) ‘Separate financial statements’ (effective 1 January 2014). This revised standard requires the effects of all 
transactions with non-controlling interests to be recorded in equity if there is no change in control. The standard also specifies the 
accounting when control is lost. 
IAS 28 (revised 2011) ‘Associates and joint ventures’ (effective 1 January 2014). This standard includes the requirements for joint ventures, 
as well as associates, to be equity accounted following the issue of IFRS 11. 
Amendment to IAS 32 ‘Financial instruments: Presentation on offsetting financial assets and financial liabilities’ (effective 1 January 2014).  
This along with the IFRS 7 amendment clarifies some of the requirements for offsetting financial assets and financial liabilities on the 
balance sheet. 
Amendment to IAS 36 ‘Impairment of assets’ (effective 1 January 2014). The amendment addresses the disclosure of information about 
the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal. 
IFRS 10, ‘Consolidated financial statements’ (effective 1 January 2014). This standard identifies the concept of control as the determining 
factor in whether an entity should be included within the consolidated financial statements. 
Amendments to IFRS 10, 11 and 12 ‘Transition guidance’ (effective 1 January 2014). The amendments clarify the Board’s intention when 
first issuing the transition guidance in IFRS 10. 
IFRS 11, ‘Joint arrangements’ (effective 1 January 2014). This standard focuses on the rights and obligations of the arrangement rather 
than its legal form. 
IFRS 12, ‘Disclosures of interests in other entities’ (effective 1 January 2014). This standard includes the disclosure requirements for all 
forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. 
Amendments to IFRS 10, 12 and IAS 27 ‘Consolidation for investment entities’ (effective 1 January 2014). The amendments define an 
investment entity and introduce an exception to consolidating particular subsidiaries for investment entities. 
None of these IFRSs, IFRIC interpretations or amendments had a material impact on the Group or the Company. 
There are no other IFRS or IFRIC interpretations that are effective for the first time for the financial year beginning on or after 
1 January 2013 that would be expected to have a material impact on the Group or Company. 
(b) New standards, amendments and interpretations issued but not yet effective, are subject to EU endorsement and not  
early adopted
Amendment to IAS 1 ‘Presentation of financial statements’ (effective 1 January 2016). This amendment is part of the IASB initiative to 
improve presentation and disclosure in financial reports. 
Amendment to IAS 19 ‘Employee benefits’ (effective 1 July 2014). The objective of the amendment is to simplify the accounting for 
contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated 
according to a fixed percentage of salary. 
Amendment to IAS 27 ‘Separate financial statements’ (effective 1 January 2016). These amendments allow entities to use the equity 
method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. 
Amendment to IAS 38 ‘Intangible assets’ (effective 1 January 2016). This amendment has clarified that the use of revenue-based 
methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an 
asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. 
Amendment to IFRS 11 ‘Joint arrangements’ (effective 1 January 2016). This amendment adds new guidance on how to account for the 
acquisition of an interest in a joint operation that constitutes a business. 
IFRS 9 ‘Financial instruments’ (effective 1 January 2016). This is the complete version of IFRS 9, ‘Financial instruments’, replacing the 
guidance in IAS 39 and includes requirements on the classification and measurement of financial assets and liabilities. It also includes an 
expected credit losses model that replaces the previous incurred loss impairment model and the hedging amendment.
IFRS 15 ‘Revenue from contracts with customers’ (effective 1 January 2016). This converged standard will improve the financial reporting 
of revenue and improve comparability of the top line in financial statements globally. 
None of these IFRSs, IFRIC interpretations or amendments are expected to have a material impact on the Group or the Company.
65
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements 2 Summary of significant accounting policies (continued)
There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group 
or Company.
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Group’s 
activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the Group. 
Revenue may be increased and/or decreased by reference to a range of pre-agreed and pre-defined performance measures. 
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will 
flow to the Group and the criteria set out in the following paragraph have been met.
The Group sells meat in the wholesale market. Sales of goods are recognised when a Group entity has delivered products to the 
customer and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery does not occur 
until the products have been shipped to the location specified by the customer, the risks of obsolescence and loss have been transferred 
to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions 
have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. 
The chief operating decision maker, who is responsible for allocating resources and assessing performance of operating segments, 
has been identified as the Group’s Executive Directors.
Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic 
environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Sterling, 
which is the Company’s functional and the Group’s presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the 
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at 
year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
(c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a 
functional currency different from the presentation currency are translated into the presentation currency as follows:
 – assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
 – income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable 
approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are 
translated at the rate on the dates of the transactions); and
 – all resulting currency translation differences are recognised in other comprehensive income and disclosed as a separate component of 
equity in a foreign currency translation reserve.
When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognised in the income 
statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated 
as assets and liabilities of the foreign entity and translated at the closing rate.
Notes to the financial statements continued
66
Hilton Food Group plc 
Annual report and financial statements 2014 Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and any impairment in value. Historical cost 
includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying 
amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the 
item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. 
All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Depreciation is calculated using the straight line method to allocate the cost of property, plant and equipment to their residual values over 
their estimated useful economic lives, as follows:
 Annual rate
Leasehold buildings and improvements 4%–14%
Plant and machinery 14%–33%
Fixtures and fittings 14%–33%
Motor vehicles 25%
Land is not depreciated. Assets in the course of construction are not depreciated until commissioned.
The residual value and useful economic lives of property, plant and equipment are reviewed, and adjusted if appropriate, at each balance 
sheet date. An asset’s carrying value is written down to its recoverable amount if the asset’s carrying amount is greater than its estimated 
recoverable amount. These impairment losses are recognised in the income statement. Following the recognition of an impairment loss, 
the depreciation charge applicable to the asset is adjusted prospectively in order to systematically allocate the revised carrying amount, 
net of any residual value, over the remaining useful economic life.
Intangible assets 
(a) Goodwill
Goodwill on acquisitions of subsidiaries and purchase of non-controlling interests is included in ‘intangible assets’, tested annually for 
impairment and carried at cost less accumulated impairment losses. Goodwill represents the excess of the cost of the acquisition or 
purchase over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary or non-controlling interest at 
the date of acquisition. 
(b) Computer software
Acquired software licences are stated at cost less accumulated amortisation and are capitalised on the basis of the costs incurred to 
acquire and bring to use the specific software. These costs are amortised on a straight line basis over their useful economic lives of 
three to seven years. 
Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. 
(c) Product licences
The costs of acquiring product licences are capitalised and amortised on a straight line basis over their expected useful economic lives 
of five to ten years.
Investments
Investments in subsidiary undertakings and joint ventures are carried at cost less provision for impairment.
Impairment of non-financial assets
Assets that have an indefinite useful economic life, for example goodwill, are not subject to amortisation and are tested annually 
for impairment.
Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the 
carrying value may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds 
its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell, and value in use. For the purposes 
of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows (cash generating 
units). Non-financial assets other than goodwill that have suffered impairment are reviewed for possible reversal of the impairment at 
each reporting date.
67
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements 2 Summary of significant accounting policies (continued)
Financial assets
(a) Classification
The Group classifies all of its financial assets as loans and receivables. Loans and receivables are non-derivative financial assets with fixed 
or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 
12 months after the end of the reporting period. These are classified as non-current assets. The Group’s loans and receivables comprise 
‘trade and other receivables’ and ‘cash and cash equivalents’ in the balance sheet. 
(b) Recognition and measurement 
Loans and receivables are recognised initially at fair value and subsequently carried at amortised cost using the effective interest method. 
(c) Impairment of financial assets
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial 
assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective 
evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that 
loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be 
reliably estimated. For loans and receivables category, the amount of the loss is measured as the difference between the asset’s carrying 
amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the 
financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the 
consolidated income statement.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is either determined on the first in first out basis or by the ‘retail 
method’ depending on the subsidiary. The ‘retail method’ computes cost on the basis of selling price less the appropriate trading margin. 
Cost comprises material costs, direct wages and other direct production costs together with a proportion of production overheads relevant 
to the stage of completion of work in progress and finished goods and excludes borrowing costs. Net realisable value represents the 
estimated selling price less costs to completion and appropriate selling and distribution costs. Provision is made, where necessary, for 
slow moving, obsolete and defective inventories.
Trade and other receivables 
Trade receivables represent amounts due from customers for goods sold or services performed in the ordinary course of business. 
If collection is expected in one year or less they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method 
less provision for impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and short term deposits with an original maturity of three months or less. 
Bank overdrafts are shown on the balance sheet within borrowings in current liabilities.
Share capital and reserves
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
The share premium and employee share schemes reserve represents the premium on new shares issued in connection with and the fair 
value of share options outstanding under the Group’s share schemes respectively.
The foreign currency translation reserve represents the cumulative currency differences arising on the translation of the Group’s 
overseas subsidiaries.
The merger and reverse acquisition reserves arose during 2007 following the restructuring of the Group.
Trade and other payables
Trade payables represent obligations to pay for goods or services that have been acquired in the ordinary course of business from 
suppliers. Accounts payable are classified as current liabilities if payment is due within one year. If not, they are presented as  
non-current liabilities.
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective 
interest method.
Notes to the financial statements continued
68
Hilton Food Group plc 
Annual report and financial statements 2014 Borrowings
All borrowings are recognised initially at fair value net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; 
any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the 
period of the borrowings using the effective interest method. 
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some 
or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that 
it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised 
over the period of the facility to which it relates.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 
12 months after the balance sheet date.
Borrowing costs directly attributable to an acquisition, construction or production of a qualifying asset are capitalised as part of the cost of 
that asset. All other borrowing costs are recognised in the income statement in the period in which they are incurred.
Leases
Assets acquired under a lease which transfers substantially all of the risks and rewards of ownership to the Group, are capitalised as 
property, plant and equipment at the lower of their fair value and the present value of the minimum lease payments and are depreciated 
over the shorter of their useful economic lives and their lease term with any impairment being recognised in accumulated depreciation. 
Amounts payable under such leases (finance leases), net of transaction costs, are classified as current and non-current liabilities based 
on the lease payment dates. Lease payments are treated as consisting of capital and interest elements and the interest is charged to the 
income statement in proportion to the reducing capital element outstanding.
Leases where the lessor retains substantially all of the risks and rewards of ownership are classified as operating leases. The annual 
rentals under operating leases are charged to the income statement as incurred on a straight line basis over the period of the lease.
Current and deferred income tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent 
that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also recognised in other 
comprehensive income or directly in equity, respectively.
The current income tax charge represents the expected tax payable or recoverable on the taxable profit for the year using tax laws enacted 
or substantively enacted at the balance sheet date.
Deferred income tax is recognised, using the liability method, on all temporary differences arising between the tax bases of assets and 
liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it 
arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction 
affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted 
or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the 
deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the 
temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the 
reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the 
foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current 
tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either 
the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Pensions and other post-employment benefits 
The Group operates defined contribution schemes for certain employees in the UK, Ireland, the Netherlands and Denmark and contributes 
to a state administered money purchase scheme in Poland. The Group pays contributions to publicly or privately administered pension 
insurance plans and has no further payment obligations once the contributions have been made. The contributions are recognised as an 
employee benefit expense when they are due. 
In the Netherlands and Sweden the Group contributes to industry-wide pension schemes for its employees. Although having some 
defined benefit features, the Group’s liability to these schemes is limited to the fixed contributions which are recognised as an expense 
when they are due. Accordingly the Group has accounted for these schemes as defined contribution schemes.
69
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements 2 Summary of significant accounting policies (continued)
Share-based payments
The Group operates a number of equity settled share-based compensation plans. The fair value of the employee services received 
in exchange for the grant of options is recognised as an expense with a corresponding adjustment to equity. The total amount to be 
expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any  
non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are 
expected to vest. At each balance sheet date, the entity revises its estimates of the number of options that are expected to vest based 
on non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a 
corresponding adjustment to equity. All adjustments to equity are recognised as a separate component of equity in an employee share 
scheme reserve. When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable 
transaction costs are credited to share capital (nominal value) and share premium.
Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the consolidated financial statements in the period in 
which the dividends are approved by the Company’s shareholders.
3 Financial risk management
Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk including price risk, foreign exchange risk and cash flow interest 
rate risk, credit risk and liquidity risk. The Group has in place a risk management programme that seeks to limit the adverse effects on the 
financial performance of the Group by monitoring the foregoing risks. 
(a) Market risk
(i) Price risk 
The Group is not exposed to equity securities price risk as it holds no listed or other equity investments. The Group is exposed to 
commodity price risk which is significantly mitigated through its customer agreements which are on a cost plus or agreed packing 
rate basis.
(ii) Foreign exchange risk 
The Group is exposed to foreign exchange risk in the normal course of business in its overseas operations, principally on transactions in 
Euros, Swedish Krona, Danish Krone and Polish Zloty, although such risk is mitigated as natural hedges exist in each operation through 
matching local currency cash flows. The Group regularly monitors foreign exchange exposure and to date has deemed it not appropriate 
to hedge its foreign exchange position.
(iii) Cash flow interest rate risk 
The Group’s interest rate risk arises from long term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest 
rate risk. The Group seeks to manage exposure to interest rate risk through interest rate caps over the majority of its long term borrowings.
(iv) Sensitivity analysis
Group
Income 
statement 
£’000
2014  
Equity 
£’000
Income 
statement 
£’000
2013  
Equity 
£’000
Annual effect of a change in Group-wide interest rates by 0.5% 92 92 101 101 
 -92 -92 -101 -101 
Annual effect of a change in exchange rates to the GBP £ by 10% 2,056 6,202 2,233 6,092 
 -1,682 -5,074 -1,827 -4,984 
Notes to the financial statements continued
70
Hilton Food Group plc 
Annual report and financial statements 2014 (b) Credit risk
The Group is exposed to credit risk in respect of credit exposures to its retail customer partners and banking arrangements. The Group, 
whose only customers comprise blue chip international supermarket retailers, has implemented policies that require appropriate credit 
checks on potential customers before sales are made and in relation to its banking partners. The Group’s maximum exposure to credit risk 
is £105.1m (2013: £110.9m) as stated in note 17.
(c) Liquidity risk
The Group monitors regular cash forecasts to ensure that it has sufficient cash to meet operational needs whilst maintaining sufficient 
headroom on its undrawn committed borrowing facilities and without breaching its banking covenants. The Group held significant cash 
and cash equivalents of £35.6m (2013: £34.6m) and maintains a mix of long term and short term debt finance.
The Group’s financial liabilities measured as the contractual undiscounted cash flows mature as follows:
   2014   2013 
 
Borrowings 
£’000
Finance 
leases 
£’000
Trade and 
other 
payables 
£’000
Borrowings 
£’000
Finance  
leases 
£’000
Trade and  
other  
payables 
£’000
Less than one year 10,530 329 152,702 11,180 342 156,246 
Between one and two years 6,656 337 – 12,685 351 –
Between two and five years 23,649 1,062 – 4,061 1,106 –
Over five years – 1,732 – – 2,244 –
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide 
returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital 
to shareholders, issue new shares or sell assets to reduce debt.
The Group monitors capital on the basis of a gearing ratio. This ratio is calculated as net debt divided by EBITDA. Net debt is calculated 
as total borrowings (including ‘current and non-current borrowings’ as shown on the consolidated balance sheet) less cash and cash 
equivalents. EBITDA is calculated as operating profit before significant interest, tax, depreciation and amortisation. There was gearing 
of 18% as at the year end (2013: nil). 
Fair value estimation 
The carrying value of trade receivables (less impairment provisions) and trade payables are assumed to approximate their fair values. 
The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current 
market interest rate that is available to the Group for similar financial instruments. The Directors consider that there is a single level of 
fair value measurement hierarchy for disclosure purposes.
4 Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations 
of future events that are believed to be reasonable under the circumstances. 
During 2014 and 2013 there were no critical accounting estimates or judgements in relation to the application of the Group’s 
accounting policies.
71
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements  5 Segment information 
Management have determined the operating segments based on the reports reviewed by the Executive Directors that are used to make 
strategic decisions. 
The Executive Directors have considered the business from both a geographic and product perspective. 
From a geographic perspective, the Executive Directors consider that the Group has seven operating segments: i) United Kingdom;  
ii) Netherlands; iii) Republic of Ireland; iv) Sweden; v) Denmark; vi) Central Europe including Poland, Czech Republic, Hungary, Slovakia, 
Latvia, Lithuania and Estonia and vii) Central costs and other including the share of profit from the joint venture in Australia. The United 
Kingdom, Netherlands, Republic of Ireland, Sweden and Denmark have been aggregated into one reportable segment ‘Western Europe’ 
as they have similar economic characteristics as identified in IFRS 8. Central Europe and Central costs and other comprise the other 
reportable segments.
From a product perspective the Executive Directors consider that the Group has only one identifiable product, wholesaling of meat. 
The Executive Directors consider that no further segmentation is appropriate, as all of the Group’s operations are subject to similar risks 
and returns and exhibit similar long term financial performance.
The segment information provided to the Executive Directors for the reportable segments is as follows:
 
Western 
Europe 
£’000
Central 
Europe 
£’000
Central costs 
and other 
£’000
2014  
Total 
£’000
Western 
Europe 
£’000
Central 
Europe 
£’000
Central costs 
and other 
£’000
2013  
Total 
£’000
Total segment revenue 1,018,368 82,156 – 1,100,524 1,029,131 96,265 – 1,125,396 
Inter-segment revenue (1,534) – – (1,534) (414) (202) – (616)
Revenue from external customers 1,016,834 82,156 – 1,098,990 1,028,717 96,063 – 1,124,780 
Operating profit/segment result 27,115 2,426 (3,479) 26,062 27,860 2,481 (4,567) 25,774 
Finance income 20 81 1 102 56 57 5 118 
Finance costs (667) – (309) (976) (556) (29) (435) (1,020)
Income tax expense (5,902) (502) 766 (5,638) (6,133) (497) 1,118 (5,512)
Profit for the year 20,566 2,005 (3,021) 19,550 21,227 2,012 (3,879) 19,360 
         
Depreciation and amortisation 14,354 1,186 96 15,636 14,205 1,287 78 15,570 
Additions to non-current assets 42,492 824 113 43,429 17,898 456 146 18,500 
         
Segment assets 240,231 15,949 3,467 259,647 223,027 18,495 3,254 244,776 
Current income tax assets   1,532    745 
Deferred income tax assets   771    1,313 
Total assets   261,950    246,834 
         
Segment liabilities 190,316 7,521 1,163 199,000 166,394 9,556 1,114 177,064 
Borrowings   1,442    14,053 
Deferred income tax liabilities   1,875    1,459 
Total liabilities   202,317    192,576 
Sales between segments are carried out at arm’s length. Revenue from external customers reported to the Executive Directors is 
measured in a manner consistent with that in the income statement.
The Executive Directors assess the performance of each operating segment based on its operating profit. Operating profit is measured 
in a manner consistent with that in the income statement.
The amounts provided to the Executive Directors with respect to total assets and liabilities are measured in a manner consistent with that 
of the financial statements. The assets are allocated based on the operations of the segment and their physical location. The liabilities 
are allocated based on the operations of the segment. The Group interest bearing reorganisation loan is not considered to be a 
segment liability.
The Group has four principal customers (comprising groups of entities known to be under common control), Tesco, Ahold, Coop Danmark 
and ICA Gruppen. These customers are located in the United Kingdom, Netherlands, Republic of Ireland, Sweden, Denmark and Central 
Europe including Poland, Czech Republic, Hungary, Slovakia, Latvia, Lithuania and Estonia.
Notes to the financial statements continued
72
Hilton Food Group plc 
Annual report and financial statements 2014 Analysis of revenues from external customers and non-current assets are as follows:
 Revenues from external customers
Non-current assets 
excluding deferred tax assets
 
2014  
£’000
2013  
£’000
2014  
£’000
2013  
£’000
Analysis by geographical area    
United Kingdom – country of domicile 391,139 314,465 40,200 15,802 
Netherlands 266,049 294,596 10,645 12,532 
Sweden 197,603 222,802 13,828 5,302 
Republic of Ireland 60,289 76,010 4,351 5,299 
Denmark 101,754 120,843 13,821 18,560 
Central Europe 82,156 96,064 3,578 4,446 
 1,098,990 1,124,780 86,423 61,941 
Analysis by principal customer    
Customer 1 472,883 418,085   
Customer 2 299,779 338,522   
Customer 3 212,698 239,331   
Customer 4 99,996 120,748   
Other 13,634 8,094   
 1,098,990 1,124,780   
6 Auditors’ remuneration 
Services provided by the Company’s auditor and its associates
During the year the Group (including its overseas subsidiaries) obtained the following services from the Company’s auditors and 
its associates:
Group
2014  
£’000
2013  
£’000
Fees payable to the Company’s auditors for the audit of the parent company and consolidated  
financial statements 129 128 
Fees payable to the Company’s auditors and its associates for other services:  
– The audit of the Company’s subsidiaries pursuant to legislation 138 136 
– Other services pursuant to legislation 43 43 
– Services relating to taxation 59 66 
– All other services 9 5 
Total fees payable to the Company’s auditors and its associates 378 378 
Fees payable to other auditors in respect of services provided to subsidiary undertakings 53 60 
7 Expenses by nature
Group
2014  
£’000
2013  
£’000
Changes in inventories of finished goods and goods for resale 407 (501)
Raw materials and consumables used 903,841 928,789 
Employee benefit expense (note 8) 74,570 72,141 
Depreciation and amortisation – owned assets 15,470 15,395 
Depreciation and amortisation – leased assets 166 175 
Repairs and maintenance expenditure on property, plant and equipment 10,894 11,445 
Trade receivables – impairment 35 6 
Hire of plant and machinery 801 717 
Transportation expenses 10,476 10,332 
Operating lease payments 7,070 8,226 
Foreign exchange losses 59 21 
Other expenses 50,023 52,724 
Total cost of sales, distribution costs and administrative expenses 1,073,812 1,099,470 
73
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements 8 Employee benefit expense
Group
2014  
£'000
2013  
£'000
Staff costs during the year  
Wages and salaries 62,450 60,824 
Social security costs 8,830 8,306 
Share options granted to Directors and employees 255 83 
Other pension costs 3,035 2,928 
74,570 72,141
Group
2014  
Number
2013  
Number
Average number of persons employed (including Executive Directors) during the year by activity  
Production 1,866 1,653 
Administration 581 590 
 2,447 2,243 
Group
2014  
£'000
2013  
£'000
Key management compensation (including Directors)  
Salaries and short term employee benefits, including termination benefits 3,403 3,282 
Post-employment benefits 328 308 
Share-based payments 179 58 
 3,910 3,648 
Group
2014  
£'000
2013  
£'000
Directors’ emoluments  
Aggregate emoluments 2,161 2,127 
Company contribution to money purchase pension scheme 252 232 
 2,413 2,359 
Further details of Directors’ emoluments and share interests are given in the Directors' remuneration report.
There are no other employees of the Company other than the Directors. Employee expense of the Company amounted to £nil (2013: £nil).
Notes to the financial statements continued
74
Hilton Food Group plc 
Annual report and financial statements 2014 9 Finance income and costs
Group
2014  
£’000
2013  
£’000
Finance income  
Interest income on short term bank deposits 97 115 
Interest on income taxes 5 3 
Finance income 102 118 
Finance costs  
Bank borrowings (765) (671)
Finance leases (189) (208)
Exchange gains/(losses) on foreign currency borrowings 22 (63)
Other interest expense (44) (78)
Finance costs (976) (1,020)
Finance costs – net (874) (902)
10 Income tax expense
Group
2014  
£’000
2013  
£’000
Current income tax  
Current tax on profits for the year 4,795 5,764 
Adjustments to tax in respect of previous years 47 (130)
Total current tax 4,842 5,634 
Deferred income tax  
Origination and reversal of temporary differences 704 (198)
Adjustments to tax in respect of previous years 92 76 
Total deferred tax 796 (122)
Income tax expense 5,638 5,512
Deferred tax debited directly to equity during the year in respect of employee share schemes amounted to £265,000 
(2013: £218,000 credit).
The tax on the Group’s profit before income tax differs from the theoretical amount that would arise using the standard rate of UK 
Corporation Tax of 21.5% (2013: 23.25%) applied to profits of the consolidated entities as follows:
2014  
£’000
2013  
£’000
Profit before income tax 25,188 24,872 
Tax calculated at the standard rate of UK Corporation Tax 21.5% (2013: 23.25%) 5,415 5,783 
(Income not taxable)/expenses not deductible for tax purposes (37) 88 
Adjustments to tax in respect of previous years 139 (54)
Profits taxed at rates other than 21.5% (2013: 23.25%) 133 (207)
Other (12) (98)
Income tax expense 5,638 5,512 
There is no tax impact relating to components of other comprehensive income.
75
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements 11 Earnings per share
Basic earnings per share are calculated by dividing the profit attributable to owners of the parent by the weighted average number of 
ordinary shares in issue during the year.
Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion 
of all dilutive potential ordinary shares. The Company has share options for which a calculation is done to determine the number of shares 
that could have been acquired at fair value (determined as the average annual market share price of the Company’s shares) based on the 
monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared 
with the number of shares that would have been issued assuming the exercise of the share options.
Group
2014 2013
Basic Diluted Basic Diluted
Profit attributable to owners of the parent (£’000) 18,071 18,071 17,828 17,828 
Weighted average number of ordinary shares in issue (thousands) 72,379 72,379 71,321 71,321 
Adjustment for share options (thousands) – 714 – 654 
Adjusted weighted average number of ordinary shares (thousands) 72,379 73,093 71,321 71,975 
Basic and diluted earnings per share (pence) 25.0 24.7 25.0 24.8 
12 Dividends
Group
2014  
£’000
2013  
£’000
Final dividend in respect of 2013 paid 9.1p per ordinary share (2013: 8.6p) 6,590 6,139 
Interim dividend in respect of 2014 paid 3.8p per ordinary share (2013: 3.65p) 2,753 2,632 
Total dividends paid 9,343 8,771 
The Directors propose a final dividend of 9.5p per share payable on 26 June 2015 to shareholders who are on the register at 29 May 2015. 
This dividend totalling £6.9m has not been recognised as a liability in these consolidated financial statements.
Notes to the financial statements continued
76
Hilton Food Group plc 
Annual report and financial statements 2014 13 Property, plant and equipment
Group
Land and 
buildings 
(including 
leasehold 
improvements) 
£’000
Plant and 
machinery 
£’000
Fixtures and 
fittings 
£’000
Motor  
vehicles 
£’000
Total 
£’000
Cost     
At 31 December 2012 24,905 137,807 10,659 278 173,649 
Exchange adjustments 256 979 24 – 1,259 
Additions 1,003 15,017 1,066 142 17,228 
Disposals (2) (718) (598) (109) (1,427)
At 29 December 2013 26,162 153,085 11,151 311 190,709 
Accumulated depreciation     
At 31 December 2012 14,265 94,682 8,410 130 117,487 
Exchange adjustments 107 412 6 – 525 
Charge for the year 1,957 12,093 986 65 15,101 
Disposals (1) (620) (597) (62) (1,280)
At 29 December 2013 16,328 106,567 8,805 133 131,833 
Net book amount     
At 31 December 2012 10,640 43,125 2,249 148 56,162 
At 29 December 2013 9,834 46,518 2,346 178 58,876 
Cost     
At 30 December 2013 26,162 153,085 11,151 311 190,709 
Exchange adjustments (909) (9,319) (636) (3) (10,867)
Additions 13,176 17,473 1,165 16 31,830 
Reclassification (754) 3,344 (2,672) 82 – 
Disposals – (4,368) (454) (109) (4,931)
At 28 December 2014 37,675 160,215 8,554 297 206,741 
Accumulated depreciation     
At 30 December 2013 16,328 106,567 8,805 133 131,833 
Exchange adjustments (535) (6,364) (476) (1) (7,376)
Charge for the year 1,966 11,391 1,006 74 14,437 
Reclassification (492) 2,582 (2,090) – – 
Disposals – (4,265) (443) (87) (4,795)
At 28 December 2014 17,267 109,911 6,802 119 134,099 
Net book amount     
At 28 December 2014 20,408 50,304 1,752 178 72,642 
Land and buildings are held under short leaseholds. Details of bank borrowings secured on assets of the Group are given in note 19. 
Depreciation charges are included within administrative expenses in the income statement.
The cost and net book amount of property, plant and equipment in the course of its construction included above comprise plant and 
machinery £1,209,000 (2013: £5,027,000).
Property, plant and equipment include the following amounts where the Group is a lessee under a finance lease:
2014  
£’000
2013  
£’000
Cost – capitalised finance leases 3,195 3,412 
Accumulated depreciation (1,742) (1,688)
Net book amount 1,453 1,724 
Included in assets held under finance leases are land and buildings with a net book amount of £1,453,000 (2013: £1,724,000).
77
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements 14 Intangible assets
Group
Product  
licences 
£’000
Computer 
software 
£’000
Goodwill 
£’000
Total 
£’000
Cost    
At 31 December 2012 7,549 4,327 836 12,712 
Exchange adjustments 138 (12) – 126 
Additions 1,146 126 – 1,272 
At 29 December 2013 8,833 4,441 836 14,110 
Accumulated amortisation    
At 31 December 2012 7,488 3,367 – 10,855 
Exchange adjustments 156 (30) – 126 
Charge for the year 145 324 – 469 
At 29 December 2013 7,789 3,661 – 11,450 
Net book amount    
At 31 December 2012 61 960 836 1,857 
At 29 December 2013 1,044 780 836 2,660 
     
Cost    
At 30 December 2013 8,833 4,441 836 14,110 
Exchange adjustments (977) (475) – (1,452)
Additions 11,449 150 – 11,599 
At 28 December 2014 19,305 4,116 836 24,257 
Accumulated amortisation    
At 30 December 2013 7,789 3,661 – 11,450 
Exchange adjustments (525) (414) – (939)
Charge for the year 892 307 – 1,199 
At 28 December 2014 8,156 3,554 – 11,710 
Net book amount    
At 28 December 2014 11,149 562 836 12,547 
Amortisation charges are included within administrative expenses in the income statement.
Notes to the financial statements continued
78
Hilton Food Group plc 
Annual report and financial statements 2014 15 Group entities
Investments in subsidiaries
Investments in subsidiary undertakings are recorded at cost, which is the fair value of consideration paid.
Company
2014  
£’000
2013  
£’000
At 30 December 2013 and 28 December 2014 102,985 102,985 
The subsidiary undertakings of the Group are:
Subsidiary undertakings
Country of incorporation  
or registration
 
Nature of business
(%) Proportion of  
ordinary shares held by
Parent Group
Hilton Foods UK Limited Northern Ireland Specialist meat packing – 100 
Hilton Meats Zaandam BV Netherlands Specialist meat packing – 80 
Hilton Foods (Ireland) Limited Republic of Ireland Specialist meat packing – 100 
HFG Sverige AB Sweden Specialist meat packing – 100 
Hilton Foods Danmark A/S Denmark Specialist meat packing – 100 
Hilton Foods Ltd Sp zoo Poland Specialist meat packing – 100 
Hilton Foods Limited Northern Ireland Holding company 100 – 
Hilton Meats Holland Limited Northern Ireland Holding company – 80 
Hilton Food Group (Europe) Limited Northern Ireland Holding company – 100 
Hilton Foods Asia Pacific Limited Northern Ireland Holding company – 100 
Hilton Food.com Limited Northern Ireland Dormant – 100 
All subsidiary undertakings are included in the consolidation. The Company’s voting rights in its subsidiary undertakings are the same as 
its effective interest in its subsidiary undertakings.
Investments in joint ventures
The Group uses the equity method of accounting for its interest in joint ventures. The aggregate movement in the Group’s investments in 
joint ventures is as follows:
Group
2014  
£’000
2013  
£’000
At 30 December 2013 405 – 
Profit for the period 884 464 
Effect of movements in foreign exchange (55) (59)
At 28 December 2014 1,234 405 
Where relevant, management accounts for the joint venture have been used to include the results up to 28 December 2014. The Group’s 
share of the net assets, income and expenses of the joint venture are detailed below:
 
2014  
£’000
2013  
£’000
Net assets 1,234 405 
   
Income 1,744 664 
Expenses (481) (2)
Taxation (379) (198)
Profit after tax 884 464 
The joint venture of the Group is:
Joint venture
Country of incorporation 
or registration Nature of business
(%) Proportion of  
ordinary shares held by
Parent Group
Woolworths Meat Co. Pty Ltd Australia Specialist meat packing – 50 
79
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements 16 Inventories
Group
2014 
£’000
2013 
£’000
Raw materials and consumables 17,846  19,247 
Finished goods and goods for resale 4,183  4,590 
 22,029  23,837 
The cost of inventories recognised as an expense and included in cost of sales amounted to £904,248,000 (2013: £928,288,000). 
The Group charged £201,000 in respect of inventory write-downs (2013: £563,000). The amount charged has been included in cost of 
sales in the income statement.
17 Trade and other receivables
 Group Company
 
2014  
£’000
2013 
£’000
2014  
£’000
2013  
£’000
Trade receivables 105,345  110,944  –  – 
Less: provision for impairment of trade receivables (213) (48) –  – 
Trade receivables – net 105,132  110,896  –  – 
Amounts owed by Group undertakings –  –  53  88 
Amounts owed by related parties (see note 26) 33  387  –  – 
Other receivables 6,028  8,064  –  – 
Prepayments 4,416  5,009  –  – 
 115,609  124,356  53  88 
The carrying amounts of trade and other receivables are denominated in the following currencies:
 Group Company
Currency 
2014  
£’000
2013 
£’000
2014  
£’000
2013  
£’000
UK Pound 32,683  23,511  53  88 
Euro 48,299  57,056  –  – 
Swedish Krona 20,636  22,572  –  – 
Danish Krone 11,092  15,978  –  – 
Polish Zloty 2,866  4,852  – –
Australian Dollar 33  387  –  – 
 115,609  124,356  53  88 
The fair values of trade and other receivables are the same as their carrying value. The maximum exposure to credit risk is the fair value of 
each class of receivable mentioned above.
Trade receivables impaired and the amount of the impairment provision was £213,000 (2013: £48,000). The individually impaired 
receivables mainly relate to invoices which are in dispute. It was assessed that a portion of the receivables is expected to be recovered. 
The trade receivables that were impaired were all overdue by more than six months. There were no other trade receivables which were 
overdue. The other classes within trade and other receivables do not contain impaired assets. The trade receivables which are not 
impaired or overdue are all less than 30 days old.
Movements on the provision for impairment of trade receivables are as follows:
Group
2014 
£’000
2013 
£’000
At 30 December 2013 48  51 
Provision for receivables impairment 375  132 
Receivables written-off during the year as uncollectable (207) (136)
Exchange differences (3) 1 
At 28 December 2014 213  48 
Notes to the financial statements continued
80
Hilton Food Group plc 
Annual report and financial statements 2014 18 Cash and cash equivalents
  Group Company
 
2014  
£’000
2013  
£’000
2014  
£’000
2013  
£’000
Cash at bank and on hand 35,586  34,642  333  189 
19 Borrowings
Group
2014  
£’000
2013  
£’000
Current  
Bank borrowings 10,531  10,942 
Finance lease liabilities 156  162 
 10,687  11,104 
Non-current  
Bank borrowings 30,304  16,031 
Finance lease liabilities 2,269  2,585 
 32,573  18,616 
Total borrowings 43,260  29,720 
Due to the frequent re-pricing dates of the Group’s loans, the fair value of current and non-current borrowings is approximate to their 
carrying amount.
The carrying amounts of the Group’s borrowings are denominated in the following currencies:
Currency
2014  
£’000
2013  
£’000
UK Pound 30,737  17,375 
Euro 2,425  12,345 
Swedish Krona 10,098  – 
 43,260  29,720 
Borrowings are repayable in quarterly instalments by 2019. Interest on borrowings in Sterling is charged at LIBOR plus 1.6% subject 
to interest rate caps over £12m of borrowings where LIBOR is capped at 4.5%. Interest on borrowings in Swedish Krona is charged at 
STIBOR plus 1.6% subject to interest rate caps over SEK 75m of borrowings where STIBOR is capped at 3%.
Bank borrowings totalling £40,835,000 (2013: £26,973,000) are secured by fixed and floating charges over the assets of the individual 
Group borrowers and through joint and several guarantees from each active Group undertaking.
The Group has undrawn overdraft and loan borrowing facilities of £46.5m (2013: £18.3m) which expire after one year.
The undiscounted contractual maturity profile of the Group’s borrowings is described in note 3.
The minimum lease payments and present value of finance lease liabilities is as follows:
Group
Minimum lease payments Present value
2014  
£’000
2013  
£’000
2014  
£’000
2013  
£’000
No later than one year 329  358  156  162 
Later than one year and no later than five years 1,398  1,457  2,269  2,585 
Later than five years 1,732  2,237  – –
 3,459  4,052  2,425  2,747 
Future finance charges on finance leases (1,034) (1,305) – –
Present value of finance lease liabilities 2,425  2,747  2,425  2,747 
Lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in the event of default. The fair value of the 
Group’s finance lease liabilities is £3,315,000 (2013: £3,840,000). The fair values are based on cash flows discounted using the European 
Central Bank benchmark main refinancing operations fixed interest rate of 0.05% (2013: 0.25%).
81
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements 20 Trade and other payables
 
Group Company
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
Trade payables 133,284  138,527  –  – 
Amounts owed to Group undertakings –  –  4,403  7,225 
Social security and other taxes 4,480  5,151  –  – 
Accruals and deferred income 19,418  17,719  15  48 
 157,182  161,397  4,418  7,273 
The fair value of trade and other payables are the same as their carrying value.
21 Deferred income tax
Group 
Accelerated 
capital 
allowances 
£’000
Other timing 
differences 
£’000
Total 
£’000
At 31 December 2012 (788) 320 (468)
Exchange differences (18) – (18)
Income statement credit 120 2 122 
Adjustment in respect of employee share schemes – 218 218 
At 29 December 2013 (686) 540 (146)
Exchange differences 103 – 103 
Income statement (charge)/credit (808) 12 (796)
Adjustment in respect of employee share schemes – (265) (265)
At 28 December 2014 (1,391) 287 (1,104)
The following is the reconciliation of the deferred tax balances in the balance sheet:
Group  
2014  
£'000
2013 
£'000
Deferred tax liabilities  (1,875) (1,459)
Deferred tax assets  771 1,313 
   (1,104) (146)
Other timing differences principally relate to share-based payments. The deferred income tax liability above includes £150,000 
(2013: £200,000) which is estimated to reverse within 12 months. The deferred income tax asset above is not expected to reverse within 
12 months.
22 Ordinary shares
 
Number of 
shares 
(thousands)
 Group Company
2014  
£’000
2013  
£’000
2014  
£’000
2013  
£’000
Issued and fully paid ordinary shares of 10p each     
At 30 December 2013 72,157  7,216  7,087  7,216  7,087 
Issue of new shares relating to employee incentive schemes 431  43  129  43  129 
At 28 December 2014 72,588  7,259  7,216  7,259  7,216 
All ordinary shares of 10p each have equal rights in respect of voting, receipt of dividends and repayment of capital.
Notes to the financial statements continued
82
Hilton Food Group plc 
Annual report and financial statements 2014 23 Share-based payment 
Executive share option scheme
Under the Group’s executive share option scheme, share options are granted to Executive Directors and to selected senior employees. 
The exercise price of the granted options is equal to the market price of the shares on the date of the grant. The options are exercisable 
starting three years from the grant date subject to the Group achieving its target growth in earnings per share over the period plus 3%. 
The options have a contractual option term of ten years. The Group has no legal or constructive obligation to repurchase or settle the 
options in cash.
All employee sharesave scheme
These schemes are open to all eligible employees of the Group (including the Executive Directors) who make regular savings over a three 
year period. The exercise price of the granted options is equal to the market price of the shares on the date of the grant. The options are 
exercisable starting three years from the grant date and must be exercised within six months thereafter. No performance conditions are 
attached to the options granted under the scheme.
Long Term Incentive Plan (LTIP)
Under the Group’s Long Term Incentive Plan, nil cost share options are granted to Executive Directors and to selected senior employees. 
The options are exercisable starting three years from the grant date subject to the Group achieving a minimum earnings per share 
compound growth target. Awards will vest on a sliding scale with 25% of the maximum award applied at the minimum EPS growth target 
of 5%-8% per year with the full award vesting where EPS growth is at least 10%-14.5% per year. The options have a contractual option 
term of ten years. The Group has no legal or constructive obligation to repurchase or settle the options in cash.
Movements in the number of share options outstanding and their related exercise prices are as follows:
 
Executive share option Sharesave Long Term Incentive
Options 
(’000)
Exercise price 
(pence)
Options 
(’000)
Exercise price 
(pence)
Options 
(’000)
Exercise price 
(pence)
At 31 December 2012 2,774  205.70  178  246.00  1,147  – 
Granted –  –  –  –  759  – 
Exercised (1,169) 198.95  (122) 246.00  –  – 
Forfeited (4) 246.00  (56) 246.00  –  – 
At 29 December 2013 1,601  210.54  –  –  1,906  – 
Granted –  –  472  463.66  507  – 
Exercised (431) 194.18  –  –  –  – 
Forfeited –  –  (41) 464.94  (24) – 
At 30 December 2014 1,170  216.56  431  463.54  2,389  – 
Share options outstanding at the end of the year have the following expiry date and exercise prices:
 Number options 
Expiry date Type of scheme Status
Exercise price  
(pence)
2014  
(‘000)
2013  
(‘000)
July 2017 Sharesave Not exercisable 460.25  359  – 
August 2017 Sharesave Not exercisable 480.00  72  – 
May 2018 Executive share option Exercisable 199.50  249  385 
May 2019 Executive share option Exercisable 174.75  321  546 
May 2020 Executive share option Exercisable 246.00  600  670 
June 2022 Long Term Incentive Plan Not exercisable nil cost 1,147  1,147 
May 2023 Long Term Incentive Plan Not exercisable nil cost 759  759 
April 2024 Long Term Incentive Plan Not exercisable nil cost 483  – 
The fair value of options granted during 2014 determined using the Black-Scholes valuation model ranged from 78p to 469p per option. 
The significant inputs into the model were the exercise price shown above, volatility of 27% based on a comparison of similar listed 
companies, dividend yield of 3%, an expected option life of four years, and an annual risk-free interest rate ranging from 1.48% to 1.59%. 
See note 8 for the total expense recognised in the income statement for share options granted to Directors and employees.
83
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements 24 Cash generated from operations
Group
2014  
£’000
2013  
£’000
Profit before income tax 25,188  24,872 
Finance costs – net 874  902 
Operating profit 26,062  25,774 
Adjustments for non-cash items:  
Share of post tax profits of joint venture (884) (464)
Depreciation of property, plant and equipment 14,437  15,101 
Amortisation of intangible assets 1,199  469 
Loss on disposal of non-current assets 7  –
Adjustment in respect of employee share schemes 255  83 
Changes in working capital:  
Inventories 424  (1,835)
Trade and other receivables (112) (15,983)
Pre-paid expenses 592  191 
Trade and other payables 3,947  17,025 
Accrued expenses 1,699  1,427 
Cash generated from operations 47,626  41,788 
The parent company has no operating cash flows.
25 Commitments
(a) Capital commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
 
 Group Company
2014  
£’000
2013  
£’000
2014  
£’000
2013  
£’000
Property, plant and equipment 2,547  19,766  –  – 
(b) Operating lease commitments
The Group leases various properties under non-cancellable operating lease arrangements.
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
 Land and buildings Plant and equipment
Group
2014  
£’000
2013  
£’000
2014  
£’000
2013  
£’000
No later than one year 6,019  6,358  802  687 
Later than one year and no later than five years 15,043  17,855  2,025  1,359 
Later than five years expiring 2020 to 2025 19,229  21,616  36  17 
 40,291  45,829  2,863  2,063 
Notes to the financial statements continued
84
Hilton Food Group plc 
Annual report and financial statements 2014 26 Related party transactions and ultimate controlling party
The Directors do not consider there to be one ultimate controlling party. The companies noted below are all deemed to be related parties 
by way of common Directors. 
Sales made on an arm’s length basis on normal credit terms to related parties during the year were as follows:
Group
2014  
£’000
2013  
£’000
Woolworths Limited and subsidiaries – recharge of joint venture costs 1,245  1,794 
Amounts owing from related parties at the year end were as follows:
 Owed from related parties
Group
2014  
£’000
2013  
£’000
Woolworths Limited and subsidiaries 33  387 
The Company’s related party transactions with other Group companies during the year were as follows:
Company
2014  
£’000
2013  
£’000
Hilton Foods Limited – dividend received 11,000  9,750 
Hilton Foods Limited – interest expense 140  229 
Hilton Foods UK Limited – payment for Group relief 53  88 
At the year-end £4,403,000 (2013: £7,225,000) was owed to Hilton Foods Limited and £53,000 (2013: £88,000) was owed by Hilton 
Foods UK Limited.
Details of key management compensation are given in note 8.
27 Financial instruments by category
The accounting policies for financial instruments have been applied to the line items below:
 Loans and receivables
Group
2014  
£’000
2013  
£’000
Assets as per balance sheet  
Trade and other receivables 111,193  119,347 
Cash and cash equivalents 35,586  34,642 
 146,779  153,989 
 
Other financial liabilities at 
amortised cost
Group
2014  
£’000
2013  
£’000
Liabilities as per balance sheet  
Trade and other payables 152,702 156,246
Borrowings 43,260 29,720 
 195,962 185,966 
In addition to the above, amounts owed to the Company by Group undertakings of £53,000 (2013: £88,000) are classified as ‘loans and 
receivables’ and amounts owed by the Company to Group undertakings of £4,403,000 (2013: £7,225,000) are classified as ‘other financial 
liabilities at amortised cost’.
85
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements Registered office and advisors
Registered office
2-8 The Interchange 
Latham Road 
Huntingdon 
Cambridgeshire 
PE29 6YE
Advisors
Corporate brokers
Panmure Gordon (UK) Limited
One New Change 
London 
EC4M 9AF
Numis Securities Limited
The London Stock Exchange Building 
10 Paternoster Square 
London 
EC4M 7LT
Legal advisor
Taylor Wessing LLP
5 New Street Square 
London 
EC4A 3TW
Independent auditors
PricewaterhouseCoopers LLP
Statutory Auditors and Chartered Accountants 
Waterfront Plaza 
8 Laganbank Road 
Belfast 
BT1 3LR
Registrar
Equiniti Limited
Aspect House 
Spencer Road 
Lancing 
West Sussex 
BN99 6DA
Financial Public Relations
Citigate Dewe Rogerson Limited
3 London Wall Buildings 
London 
EC2M 5SY
Bankers 
Ulster Bank Limited
Donegall Square East 
Belfast 
BT1 5UB
86
Hilton Food Group plc 
Annual report and financial statements 2014 87
Hilton Food Group plc 
Annual report and financial statements 2014
Overview Strategic report Governance Financial statements 88
Hilton Food Group plc 
Annual report and financial statements 2014  Hilton Food Group plc Annual report and financial statements 2014
Hilton Food Group plc
2-8 The Interchange 
Latham Road 
Huntingdon 
Cambridgeshire 
PE29 6YE
www.hiltonfoodgroupplc.com