plc
Annual report  
and financial statements  
2015
The specialist  
international  
retail meat  
packing  
business
Hilton Food Group plc Annual report and financial statements 2015 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 53 weeks 
ended 3 January 2016.
During 2015 Hilton made strong progress 
in pursuing its growth strategy, including 
the expansion of the Australian joint 
venture and the completion of the 
major UK capacity expansion project. 
We will continue to look for available 
opportunities to progressively and 
profitably expand the scale and scope 
of our operations as they arise using 
a business model that has over time 
proved to be successful, resilient, relevant 
and internationally transferable. Overview Strategic report Governance Financial statements
01
Hilton Food Group plc 
Annual report and financial statements 2015
Contents
Overview 
Highlights 02
Where we operate 04
Strategic report 
Chairman’s introduction 08
Chief Executive’s summary 10
Strategic objectives 11
Business model  11
Geographical spread 12 
Currency translation 13
Culture and people 13
Performance overview 14
Past and future trends 15
Outlook and current 
trading 15
Performance and 
financial review 16
2015 Financial 
performance 17
Key performance 
indicators 18
Treasury management 20
Going concern 
statement 21
Viability statement 21
Forward looking 
statements 21
Risk management and 
principal risks 22
Corporate and social 
responsibility report 24
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 84 02
Hilton Food Group plc 
Annual report and financial statements 2015
Highlights
Strong progress Overview Strategic report Governance Financial statements
03
Hilton Food Group plc 
Annual report and financial statements 2015
Strategic highlights
The investment made to modernise 
and expand the capacity of our 
Huntingdon site in the UK, to service 
increased volumes for Tesco, was 
completed during 2015. The new 
production facilities are now fully 
bedded in, working well and delivering 
the planned operational efficiencies.
The progress of the joint venture with 
Woolworths in Australia continues to 
be encouraging. A new dedicated retail 
packed meat facility, near Melbourne, 
operated by the joint venture company, 
commenced production on schedule 
in September 2015, with the store 
roll out plan covering Victoria and 
South Australia now completed.
Operating highlights
Volume growth of 5.5%, with growth 
in the UK, Ireland and Holland for 
Tesco and Albert Heijn with particularly 
strong Christmas trading, partly offset 
by continuing pressure on consumer 
spending in Denmark.
Revenue reduced by 0.4% despite 
the volume gains, reflecting the 
strengthening of Sterling, which 
decreased revenue by 7.4%.
Operating profit at £29.0m 11.3% ahead 
of last year (2014: £26.1m) and 20.9% 
higher on a constant currency basis.
Investment expenditure returning 
to maintenance levels at £13.7m 
(2014: £43.3m), following completion of 
the major re-investment programmes 
undertaken in the UK and Sweden.
A free cash inflow of £31.7m (compared 
to an outflow of £2.1m in 2014) 
generating net cash balances of £12.7m 
at the year end, as compared with net 
debt of £7.7m at end of 2014.
A strong ungeared balance sheet 
providing a firm platform for 
future expansion.
 £1,094.8m
 -0.4%
£1,099.0m
£1,124.8m
£1,031.0m
£981.3m
2011 2012 2013 2014 2015
£1,094.8m
 Revenue (£m)
 £29.0m
 +11.3%
£26.1m £25.8m £26.0m £25.9m
2011 2012 2013 2014 2015
£29.0m
 Operating proﬁt (£m)
 £12.7m
£(7.7)m
£4.9m
£(5.2)m
£(18.7)m
2011 2012 2013 2014 2015
£12.7m
 Closing net cash/(debt) (£m)
2013 04
Hilton Food Group plc 
Annual report and financial statements 2015
Where we operate
Ireland
Location:
Drogheda
Customer:
Tesco Ireland
Commenced production:
2004
United Kingdom
Location:
Huntingdon
Customer:
Tesco UK
Commenced production
1994
Denmark
Location:
Aarhus
Customer:
Coop Danmark
Commenced production:
2011
Netherlands
Location:
Zaandam
Customer:
Albert Heijn
Commenced production:
2000
Central Europe
Location:
Tychy, Poland
Customers:
Ahold Central Europe 
Rimi Baltics 
Tesco Central Europe
Commenced production:
2006
Sweden
Location:
Vasteras
Customer:
ICA
Commenced production:
2004 Overview Strategic report Governance Financial statements
05
Hilton Food Group plc 
Annual report and financial statements 2015
Australia
Location:
Bunbury
Customer:
Woolworths
Commenced joint venture:
2013
Australia
Location:
Melbourne
Customer:
Woolworths
Commenced production:
2015
We are a leading specialist 
meat packing business 
supplying major international 
food retailers  07
Hilton Food Group plc 
Annual report and financial statements 2015
Chairman’s introduction 08
Chief Executive’s summary 10
Strategic objectives 11
Business model 11 
Geographical spread 12 
Currency translation 13
Culture and people 13
Performance overview 14
Past and future trends 15
Outlook and current trading 15
Performance and financial review 16
2015 Financial performance 17
Key performance indicators 18
Treasury management 20
Going concern statement 21
Viability statement 21
Forward looking statements 21
Risk management and principal risks 22
Corporate and social responsibility report 24
Approval of Strategic report 29
Strategic 
report Hilton Food Group plc 
Annual report and financial statements 2015 08
Chairman’s introduction
We have achieved further 
volume growth despite 
relatively challenging market 
conditions in some countries, 
with strong underlying 
profit progress.
Sir David Naish dl 
Non-Executive Chairman Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 09
Strategic delivery
I am pleased to report that continued 
strong strategic progress was achieved 
during 2015. A new meat processing 
facility for Woolworths near Melbourne 
in Victoria, operated by the joint venture 
company, commenced production on time 
in September 2015, with the store roll out 
plan across Victoria and South Australia 
now completed.
The major investment program undertaken 
at the Group’s UK facilities in Huntingdon, 
involving a significant extension of the 
site’s processing and packing capacity, the 
addition of a further production unit and 
the streamlining and modernisation of the 
complete facility has been successfully 
completed, with the new facilities now 
bedded in and generating improved 
operational performances more rapidly 
than previously expected.
Group performance and 
shareholder returns
Further volume growth was achieved 
during 2015, notwithstanding relatively 
challenging market conditions in some 
countries. Strong underlying profit 
progress was achieved despite a material 
impact on our profitability reported 
in Sterling from adverse exchange 
translation movements.
The Group’s net income in 2015 at £20.0m 
was 10.8% ahead of 2014 (£18.1m) and 
20.7% higher in constant currency terms. 
Basic earnings per share at 27.5p were 
10% ahead of last year. Hilton continued to 
generate significant free cash flow during 
2015, which enabled the Group to move 
into a positive £12.7m net cash position by 
the year end (as compared with net debt of 
£7.7m at the end of 2014).
Over the last two years we have 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. Both projects 
were successfully completed in early 
2015, providing additional capacity and 
delivering considerable improvements in 
operational efficiency.
The Board considers that the Group’s 
progressive dividend policy maintained 
since flotation remains appropriate, 
given both the further strategic progress 
achieved in 2015 and Hilton’s continuing 
strong level of cash generation. With 
the proposed final dividend of 1.3p per 
ordinary share for 2015, total dividends 
paid in respect of 2015 will have increased 
by 9.8%, as compared to last year.
Our Board
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 and a range of practical business 
experience, which is available to support 
and guide our management teams across 
a wide range of countries.
After nine years valuable service 
Chris Marsh has stepped down as 
a Non-Executive Director and I will 
be stepping down as Non-Executive 
Chairman following the forthcoming 
Annual General Meeting, with Colin Smith 
assuming this role. We are delighted to 
welcome Christine Cross and John Worby 
as new Non-Executive Directors, both 
of whom will bring a wide range of skills 
and expertise to our business.
I have been privileged to serve on the 
Board since just before our Company’s 
flotation in 2007, for the last six years as 
Non-Executive Chairman. I am pleased 
to confirm that there is well planned 
succession in the Group. I will continue 
to assist the Group on agricultural matters 
and would like to take this opportunity to 
thank my colleagues on the Board for their 
support, counsel and expertise over the six 
years of my chairmanship. I am confident 
that under the leadership of Colin Smith 
and Robert Watson the Group will continue 
to make excellent progress.
Annual General Meeting
This year’s AGM will be held at the Old 
Bridge Hotel, 1 High Street, Huntingdon, 
Cambridgeshire PE29 3TQ on 25 May 
2016 at noon and my colleagues and I very 
much look forward to seeing those of you 
who are able to attend.
Sir David Naish DL
Non-Executive Chairman
30 March 2016 Hilton Food Group plc 
Annual report and financial statements 2015 10
Chief Executive’s summary
Hilton’s medium term growth 
outlook remains encouraging 
and we expect to make 
continued progress.
Robert Watson obe 
Chief Executive Officer Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 11
Strategic objectives
Our strategy is focused on supporting our 
customers’ brands and their development 
in their local markets, whilst achieving 
attractive and sustainable rates of 
growth in value for our shareholders. 
This straightforward 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 continuing progress.
Hilton seeks to build long term customer 
and shareholder value by focusing on:
 – Growing volumes and extending product 
ranges supplied and services provided 
to its existing customers;
 – Optimising the use of its assets and 
investing in new technology and 
capacity expansion as required;
 – Maintaining a vigilant 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 disciplined 
geographical expansion, whilst at the 
same time actively developing, enriching, 
deepening 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 brands.
Business model
Our business model is the means by which 
we deliver on our strategic objectives. 
The Hilton business model is proven and 
sustainable, whilst being relatively simple 
and straightforward. We operate large 
scale, 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 more 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 close 
co-operation with our retail partners, from 
local sources and a wide international base 
of proven suppliers. It is then processed, 
packed and delivered to the retailers’ 
distribution centres or stores. Our plants 
are highly automated and use advanced 
robotics for the storage of raw materials 
and finished products. Developing robotics 
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.
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, always maintaining a pipeline 
of clear identifiable cost reduction 
initiatives and an open minded approach 
designed 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 past twelve years 
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 over £210m. Hilton Food Group plc 
Annual report and financial statements 2015 12
Chief Executive’s summary continued
In Europe we have facilities in six 
countries each run by a local management 
team enhanced by specialist central 
leadership, expertise, 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. These contractual arrangements, 
combined with our customer dedication, 
serve to maximise achievable 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 key performance 
measures and targets.
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 
solutions 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, 
appropriately adapted, can be successfully 
transferred to a number of new countries.
Geographical spread
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. We are 
an international business and the seven 
countries in which the Group currently 
has production facilities, with the dates 
operations commenced in each country, 
are set out below:
Year Country Location Customers
1994 United Kingdom Huntingdon Tesco UK
2000 Netherlands 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 and 
Brisbane (2013), 
Melbourne (2015)
Woolworths Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 13
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 our joint venture 
company managing Woolworths’ meat 
processing and packing facilities at 
Bunbury in Western Australia, Brisbane in 
Queensland and, from September 2015, 
a new state of the art meat packing facility 
near Melbourne, in Victoria.
Currency translation
In 2015 62% of the Group’s turnover was 
earned in countries outside the United 
Kingdom, together with 73% of the 
volumes of meat delivered. Although these 
percentages remain significant they have 
declined since last year reflecting the 
increase achieved in sales and volumes in 
the UK during 2015 and the decline in the 
Sterling value of overseas sales.
This wide geographical spread increases 
the Group’s resilience by minimising 
its reliance 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 2015 the average exchange rates 
for the various overseas currencies 
in which the Group trades have all 
depreciated significantly against Sterling, 
compared with the corresponding period in 
2014, the Euro by 10.0%, the Danish Krone 
by 10.0%, the Polish Zloty by 10.0%, 
the Swedish Krona by 12.4% and the 
Australian Dollar by 10.2%.
Culture and people
To our mind successful businesses are 
principally 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, 
including equipment selection, IT solutions 
and ways of working along with the 
collaborative sharing of new learnings, 
ideas 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 
and experiences 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.
The Group currently employs 2,833 
employees in six European countries. 
Our business model is largely 
decentralised, with capable, largely 
self-sufficient management teams running 
our businesses in each local country. 
We consider this devolved structure to 
be a critical success factor, as it achieves 
very close working relationships with our 
customers, who benefit from personal, 
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 2015 and their 
continuing commitment to the Group’s 
on-going growth and development. Hilton Food Group plc 
Annual report and financial statements 2015 14
Chief Executive’s summary continued
Performance overview
Our business comprises three 
separate operating segments:
Western Europe
Operating profit of £32.1m (2014: £27.1m)  
on turnover of £1,020.7m (2014: £1,016.8m)
This operating segment covers the Group’s 
businesses in the UK, Ireland, Holland, 
Sweden and Denmark. Volume growth 
of 5.1% was achieved in 2015, principally 
reflecting volume growth in the UK, Ireland 
and Holland, driven mainly by gaining 
an increased share of our customers’ 
business in the UK, with the recently 
expanded meat processing capacity, 
and the introduction of new product lines 
in each country. Volumes in Denmark 
were reduced with consumer spending 
remaining under continuing pressure and 
in Sweden volumes remained relatively 
steady. Turnover grew by only 0.4%, 
but by 7.7% in constant currency terms. 
The redevelopment of the Huntingdon 
site was completed in 2015. This was a 
complex project involving the re-equipping 
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. The re-equipping 
of the Vasteras site in Sweden faced 
similar challenges. Both projects were 
executed successfully, with improved 
operational efficiencies being realised 
in addition to the capacity expansion. 
In the UK the operational efficiencies were 
realised somewhat earlier than predicted 
and with a lower level of start-up costs.
Central Europe
Operating profit of £2.3m (2014: £2.4m) 
on turnover of £74.1m (2014: £82.2m)
In Central Europe the Group’s meat 
packing business, based at Tychy in 
Poland, supplies customers across Central 
Europe, from Hungary to the Baltics. 
This multi-customer business 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. 
Volumes increased by 7.8%, but in very 
competitive market conditions with 
consumer down-trading, unfavourable 
exchange rate movements of 10.0% 
and lower raw material prices, turnover 
decreased by 9.7%.
Central costs and other
Net operating cost £5.4m (2014: £3.4m)
This segment includes our share of the 
management fee earned by our joint 
venture with Woolworths of £1.2m 
(2014: £1.3m), start-up and support costs 
in connection with the joint venture of 
£1.2m (2014: £0.9m) and central costs of 
£5.4m (2014: £3.8m).
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 to Woolworths 
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, its Queensland meat processing 
centre in Brisbane and the new purpose 
built retail packing facility near Melbourne 
in Victoria which started production in 
September 2015. Start-up costs inevitably 
peak in the period immediately before 
a new production facility such as that 
in Melbourne comes on stream and 
then subsequently fall away. Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 15
Past and future trends
Over recent decades as major 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 as 
markets develop and change over time.
Within retail markets patterns are 
continuing to change 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 
and at a wider range of retail outlets. 
These developments which appear to be 
structural rather than cyclical will all tend 
to reinforce the overall trend towards retail 
packed meat, as this is the meat offering in 
all these growth areas.
Outlook and current trading
Hilton’s medium term growth outlook 
remains encouraging following the 
successful completion of the UK capacity 
expansion and site redevelopment project 
in Huntingdon and the start of production 
with our Australian joint venture partner 
at Melbourne.
Notwithstanding competitive market 
conditions, overseas currency fluctuations 
and pressure on consumer expenditure 
Hilton is therefore confident of growing 
its business with continued focus on new 
product development and range extension.
In the early months of 2016 Hilton’s 
operating performance has been in 
line with the Board’s expectations. 
The Group will continue to explore further 
opportunities for geographical expansion 
in both domestic and overseas markets 
and is well placed to capture those 
opportunities as they arise.
Robert Watson obe Chief Executive
30 March 2016 Hilton Food Group plc 
Annual report and financial statements 2015 16
Performance and financial review
A robust financial 
performance and a strong 
ungeared balance sheet for 
potential future expansion.
Nigel Majewski 
Chief Financial Officer Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 17
Group performance
Hilton’s financial performance was robust 
in 2015, despite material headwinds 
from adverse currency movements, with 
underlying operating profit 20.9% ahead 
of last year in constant currency terms. 
With investment expenditure returning to 
lower levels, continued strong cash flow 
generation resulted in a net cash position 
at the end of the year, compared with a 
net debt position at the end of 2014.This 
performance and financial review covers 
the main highlights of the Group’s financial 
performance and position in 2015.
Basis of preparation
The Group is presenting its results for the 
53 week period ended 3 January 2016, 
with comparative information for the 52 
week period ended 28 December 2014. 
The financial statements of the Group are 
prepared in accordance with International 
Financial Reporting Standards (IFRS) as 
adopted by the European Union (EU).
2015 Financial performance
Revenue
Volumes grew overall by 5.5% (4.0% on 
a 52 week basis) with volume increases 
in the UK, Ireland, Holland and Central 
Europe, but lower volumes in Denmark. 
Further details of volume growth by 
business segment are set out in the Chief 
Executive’s summary. Revenue fell by 
0.4% (1.9% fall on a 52 week basis) to 
£1,094.8m, as compared to £1,099.0m 
in 2014, with unfavourable exchange rate 
movements more than offsetting the 
volume gains.
Operating profit and margin
Operating profit, at £29.0m was 11.3% 
(9.0% on a 52 week basis) above the 
previous year’s level (2014: £26.1m) and 
20.9% higher on a constant currency 
basis. The operating profit margin in 2015 
was 2.6%, as compared with 2.4% in 
2014, reflecting the higher operating profit 
level and the operating profit per kilogram 
of packed meat sold was 11.9p (11.3p 
in 2014).
Net finance costs
Net finance costs, at £1.1m, were 
slightly above the previous year’s level 
(2014: £0.9m) with higher borrowings. 
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 2015 remained high, 
but decreased marginally to 28 times, 
as compared with 30 times in 2014.
Taxation
The taxation charge for the period was 
£6.5m (2014: £5.6m). This represented 
an effective taxation rate of 23.2% 
compared with 22.4% last year, with a 
reduced proportion of profits being earned 
in the lower taxed regimes in which the 
Group operates.
Net income
Net income, representing profit for the 
year attributable to owners of the parent, 
at £20.0m (2014: £18.1m) was 10.8% 
(8.4% on a 52 week basis) higher than last 
year reflecting the increase in operating 
profit and 20.7% higher in constant 
currency terms.
Earnings per share
Basic earnings per share at 27.5p 
(2014: 25.0p) were 10.0% higher than 
last year (7.7% on a 52 week basis). 
Diluted earnings per share were 27.2p 
(2014: 24.7p).
Earnings before interest, taxation, 
depreciation and amortisation
EBITDA increased by 16.2% to £48.4m 
(2014: £41.7m) reflecting the increase 
in operating profit together with higher 
depreciation and amortisation charges.
Free cash flow
Cash flow remained strong in 2015, with 
the Group generating a £31.7m free cash 
inflow before dividends and financing 
(2014: free cash outflow £2.1m), after 
incurring capital expenditure of £13.7m. 
Group borrowings were £40.1m at the end 
of 2015 and, with net cash balances of 
£52.8m, this resulted in a closing net cash 
position of £12.7m, as compared with a 
net debt level of £7.7m at the end of 2014. 
At the end of 2015 the Group had undrawn 
overdraft and loan facilities of £28.3m 
(2014: £46.5m).
A strong ungeared balance sheet 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 1.3p per 
ordinary share in respect of 2015. This, 
together with the first interim dividend of 
4.1p per ordinary share paid in November 
2015 and the second interim dividend of 
9.2p per ordinary share payable in April 
2016, represents a 9.8% increase in the 
full year dividend, as compared with last 
year. The final dividend, if approved by 
shareholders, will be paid on 1 July 2016 
to shareholders on the register on 3 June 
2016 and the shares will be ex dividend 
on 2 June 2016.
£29.0m
operating profit
£31.7m
free cash flow Hilton Food Group plc 
Annual report and financial statements 2015 18
Performance and financial review continued
(0.4)%
Revenue growth (%)  
2014: (2.3)%
Definition, method of calculation and analysis
Year on year revenue growth expressed as a percentage. 
The 2015 decrease reflected volume growth of 5.5%, 
which was more than offset by the impact of unfavourable 
exchange translation rate movements. 
2.6% 
Operating profit margin  
(% turnover)  
2014: 2.4%
Definition, method of calculation and analysis
Operating profit expressed as a percentage of turnover.
The increase in 2015 reflected the increased operating 
profit level.
11.9p/kg
Operating profit margin  
(pence per kg) 
2014: 11.3p/kg
Definition, method of calculation and analysis
Operating profit per kilogram sold.
Financial KPIs* 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 priorities. The nine headline 
“KPI” metrics used by the Board 
for this purpose, together with 
our performance over the past 
two years, is set out below: Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 19
£48.4m 
EBITDA (£m) 
2014: £41.7m
Definition, method of calculation and analysis
Operating profit before depreciation and amortisation. 
The increase reflected higher underlying operating profits, 
together with higher depreciation and amortisation charges 
following the high level of capital expenditure in 2014.
£31.7m
Free cash flow (£m) 
2014: £(2.1)m
Definition, method of calculation and analysis
Cash inflow before minorities, dividends and financing. 
The improvement reflected growth in operating cash flows 
together with the reduction in capital expenditure. 
n/a
Gearing ratio (%) 
2014: 18%
Definition, method of calculation and analysis
Year end net debt as a percentage of EBITDA. The Group 
was ungeared at the end of 2015, with a net cash position.
Non-financial KPIs*
5.5%
Growth in volume of  
packed meat sales (%) 
2014: 3.5% 
Definition, method of calculation and analysis
Year on year volume growth, expressed as a percentage. 
36.2p/kg
Employee and labour costs  
(pence per kilogram) 
2014: 39.3p/kg
Definition, method of calculation and analysis
The decrease reflects efficiency gains, continuing low levels 
of wage inflation and exchange translation rate movements.
99.2%
Customer service level (%) 
2014: 99.0%
Definition, method of calculation and analysis
Packs of meat delivered as a % of the orders placed. 
Little year on year change, with high service levels 
being maintained throughout the year.
In addition, a much wider range of financial and operating 
KPIs are continuously tracked at business unit level.
*2015: 53 weeks, 2014: 52 weeks. Hilton Food Group plc 
Annual report and financial statements 2015 20
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, most of its revenues 
are earned in other currencies, 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 its 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 and commodity 
price movements in some countries. 
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 
lengthy 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.
Customer credit and pricing risks
As Hilton’s customers comprise a small 
number of 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 
an area of concern over recent years, 
given the continuing difficult and uncertain 
economic environment in some countries. 
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. Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 21
Going concern statement
The Directors have performed a detailed 
assessment, including a review of the 
Group’s budget for the 2016 financial 
year and its longer term plans, including 
consideration of the principal risks faced by 
the Company, as detailed on pages 22 and 
23. Following this review, the Directors are 
satisfied that the Company and the Group 
have adequate resources to continue to 
operate and meet its liabilities as they fall 
due for the foreseeable future, a period 
considered to be at least 12 months 
from the date of signing these financial 
statements. For this reason they continue 
to adopt the going concern basis for 
preparing the financial statements.
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 three 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 our 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 they 
are 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.
Viability statement
In accordance with provision C.2.2 of 
the 2014 revision of the UK Corporate 
Governance Code, the Directors confirm 
that they have a reasonable expectation 
that the Group will continue to operate 
and meet its liabilities, as they fall due, for 
the three years ending in December 2018. 
A period of three years has been chosen 
for the purpose of this viability statement 
as it is aligned with the Group’s three year 
plan, which is based on the Group’s current 
customers and does not incorporate the 
benefits from any potential new contract 
gains over this period.
The Directors’ assessment has been 
made with reference to the Group’s current 
position and strategy taking into account 
the Group’s principal risks and how these 
are managed, as detailed on pages 22 to 
23. The strategy and associated principal 
risks, which the Directors review at least 
annually, are incorporated in the three year 
plan and such related scenario testing as 
is required. The three year plan makes 
reasoned assumptions in relation to 
volume growth based on the position of 
our customers and expected changes in 
the macroeconomic environment and retail 
market conditions, expected changes in 
raw material meat, packaging and other 
costs, together with the anticipated level 
of capital investment required to maintain 
our facilities at state of the art levels. 
The achievement of the three year plan 
is not dependant on any new or expanded 
financing facilities.
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
Chief Financial Officer
30 March 2016 Hilton Food Group plc 
Annual report and financial statements 2015 22
Risk management and principal risks
Risks and risk 
management
In accordance with provision C.2.1 of 
the 2014 revision of the UK Corporate 
Governance Code the Directors confirm 
that they have carried out a robust 
assessment of the principal risks facing 
the Group, including those which could 
threaten its business model, future 
performance, solvency or liquidity. 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 mitigation actions, enables 
us to monitor, minimise and control both 
the probability and potential impact of 
these risks.
How we manage risk
Responsibility for risk management across 
the Group, including the appropriate 
identification of risks and the effective 
application of actions designed to mitigate 
those risks, 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 takes a 
proactive approach to risk management 
with well-developed structures and 
range of processes for identifying, 
assessing, prioritising and mitigating its 
key risks, as the delivery of our strategy 
depends on our ability to make sound 
risk informed decisions.
Risk management process 
and risk appetite
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 skilfully this balance between 
risk and reward is struck, the business will 
always be subject to a number of risks and 
uncertainties, as illustrated below.
Not all the risks listed below 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 
in the following table, 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 recognised that systems of 
internal control are designed to manage 
rather than completely eliminate any 
identified risks.
The most significant risks 
the Group faces
The six most significant business risks 
that the Group faces, are, as might be 
expected with an unchanged and relatively 
straightforward business model, the 
same as in 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 in the table 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.
Description of risk
The Group is dependent on a small 
number of customers who can 
exercise significant buying power 
and influence when it comes to 
contractual renewal terms at 
5 to 10 year intervals.
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 2015. 
The larger retail chains have over many 
years increased 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 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. Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 23
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 pro-active role 
in enhancing its customers’ brand 
values, through providing high quality, 
competitively priced products, high service 
levels, continuing product and packaging 
innovation and category management 
support. 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.
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 recent difficult 
economic periods. It expects to be able 
to continue to make progress, even if the 
current pressures on consumer spending, 
as expected, persist in some 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, with 
efficient supply chain management being a 
key business attribute. 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 supply 
disruptions 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 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. Hilton Food Group plc 
Annual report and financial statements 2015 24
Corporate and social responsibility report
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. 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.
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. 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. 
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. It is recognised that 
the cleanliness of animals presented 
for slaughter has a direct impact on the 
reduction of pathogen risks associated 
with fresh meat.
Abattoir standards
Abattoir standards contribute significantly 
to the achievement of consistent meat 
quality and 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 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. Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 25
Hilton continually develops and refines 
testing methods, data collection and 
reporting particularly in the key area 
of fresh meat. 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
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 and additionally our retail 
customer 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 is routinely verified 
using hand swabbing checks.
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, Danish 
Meat Research Institute, British Meat 
Processors Association and Teagasc 
Ireland and through attendance at the 
annual International Conference of Meat 
Science and Technology.
Partnerships for growth
We forge partnerships across all aspects 
of our supply chain to enable us to 
strengthen our position as one of the 
leading global Business to Business food 
companies. Our core competency has 
always been building strong and productive 
partnerships with our retail customers in 
each geographical zone we are active in 
to supply high quality products at the right 
price to meet their demands. However, in 
an ever-changing business environment, 
the requirements of a true partnership go 
beyond the supply and demand approach. 
Our focus is to provide a unique, unrivalled 
service to our customers to support their 
market growth aspirations. We work 
closely with each of our customers to 
identify, both global and local, market 
trends which will help us create the next 
generation of products that will meet 
the everyday needs of their consumers. 
We have recently established two 
culinary innovation centres fully equipped 
with state of the art culinary equipment 
and staffed by some of the leading 
industry chefs and food technologists. 
The ambience of our culinary innovation 
centres has been designed to create an 
open and stimulating environment in which 
creativity can flourish.
There is nothing like good food to bring 
people together. So it is in our culinary 
innovation centres that we discuss and 
share concepts with our customers. 
Cooking, tasting and then making those 
all-important final tweaks to create the 
perfect concept. Our skilled chefs and 
technologists then set to work on the 
scale-up process taking the concepts 
from the kitchen pan to industrial products 
that can be consistently produced, on an 
industrial scale, maintaining organoleptic 
quality, product integrity and operational 
efficiency throughout the supply chain to 
meet all of our customers’ expectations. 
With these facilities we deliver exciting, 
innovative and delicious product range 
extensions, seasonal product ranges and 
market leading innovative new products.
We also recognise that, in the culinary 
sense, the world is getting smaller. 
Through increased travel, celebrity chefs, 
the internet, etc. the everyday consumers 
have an insatiable appetite for novel, 
out-of-the-box culinary experiences. 
Whether they are from traditional local 
cuisine or exotic fusions of flavour where 
the dynamic European cuisine meets the 
spicy, exotic and mouth-watering cuisines 
of Asia. Rather than develop and maintain 
this very specific flavour expertise in-
house we are establishing partnerships 
with key suppliers whose core capability is 
the development of innovative ingredients. 
By working closely in partnership with 
our suppliers we can combine our 
extensive, in-depth understanding of food 
production on an industrial scale with their 
expertise to develop a delicious portfolio 
of innovative products designed to match 
consumer expectations. 
In parallel to our ingredient partnerships 
we also realise the value of building 
stronger alliances with key suppliers of 
the processing equipment that is required 
to deliver the large volumes of products 
that leave our manufacturing sites every 
day. Technology is changing at an ever 
increasing rate across the food industry 
resulting in new and exciting equipment 
entering the market which can improve the 
efficiency of operations and deliver new 
and innovative products whilst continuing 
to enhance the stability and security of the 
products offered to the consumer.  Hilton Food Group plc 
Annual report and financial statements 2015 26
Corporate and social responsibility report continued
Rather than waiting for new technologies 
to arrive on the market we are working 
in close partnership with key equipment 
suppliers to develop equipment that 
specifically meets the needs of our 
operations. To facilitate this we are creating 
a number of product focused centres of 
excellence which are the custodians of our 
internal technology know-how where we 
focus development programmes carried 
out in conjunction with our key partners. 
As well as being technology custodians 
the centres of excellence are responsible 
for the rapid roll out of successful 
innovations and developments across 
our businesses to ensure we consistently 
deliver operational excellence at each of 
our manufacturing sites. 
Hilton is also closely aligned with our 
customers in our desire to minimise the 
environmental impact of our operations. 
We are therefore developing partnerships 
with our key suppliers of packaging 
materials as part of our sustainability 
agenda. On average over 1.25 million 
plastic trays leave our sites every day 
and we are conscious of the potential 
impact this may have on the environment. 
We are therefore working with our 
key suppliers in three work streams. 
Firstly we are striving to maximise the 
use of recyclable trays across the Group 
and to date we have currently moved 
16% of our production to recyclable trays. 
The second work stream is focusing on 
the use of re-cycled plastic in our product 
trays which results in significantly lower 
energy consumption in their manufacture. 
Finally we are continuously setting the 
industry standard for lighter product 
trays which therefore require less plastic. 
These are jointly developed and tested 
with our key suppliers to ensure that 
although lighter they are still robust enough 
to maintain the required functionality and 
stability attributes.
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 2015 we received 
a number of national food and taste 
awards. New products launched included 
a habanero 3 chilli burger, smoked garlic & 
basil and paprika & honey sausages and a 
sous vide range as well as cook in the bag 
packaging and gluten free products.
Environment
The Group takes all practicable steps 
to manage carefully its impact on the 
natural environment. Improvements to 
our environmental performance can 
make a difference to society and we 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. 
Tonnes of CO2e
2015 2014 
Scope 1 4,100 7 ,977
Scope 2 21,392 21,187
Total 25,492 29,164
Tonnes of CO2e per 
 tonne of product
2015 0.11
2014 0.13 
2013 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
2015 1 .40
2014 1 .46 
2013 2.04 
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 
continuously strive, working 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 their 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 continuously 
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 extensive use of state of the 
art packaging technology 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. Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 27
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. At Board 
level Philip Heffer, Chief Operating Officer, 
has 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 2015 are shown 
as follows:
Average 
number of 
employees
Serious 
accidents
Recorded 
accidents 
per 
100,000 
hours 
worked
Sickness 
rate (%)
2015 2,912 36 5.2 3.5%
2014 2,447 33 5.2 4.5%
2013 2,243 32 6.4 4.9%
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.
Total 7
Male
Directors Senior managers Employees
Total 65 Total 2,833
7 15 1,032
50
1,801
Female
Hilton operates to high standards of 
employment practice with policies to 
ensure that training, career development 
and promotion opportunities are 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. Hilton Food Group plc 
Annual report and financial statements 2015 28
Corporate and social responsibility report continued
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 2015, Hilton made charitable 
donations amounting to £35,000 
(2014: £30,000) 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.  Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 29
Approval of Strategic report
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
30 March 2016  31
Hilton Food Group plc 
Annual report and financial statements 2015
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 Hilton Food Group plc 
Annual report and financial statements 2015 32
Robert Watson obe Chief Executive
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.
Theo Bergman
Executive Director
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. 
His current role is to oversee various 
special projects. Prior to joining Hilton, 
Theo held senior logistics and general 
management positions with Ahold 
between 1987 and 2000.
Nigel Majewski
Chief Financial Officer
Nigel was appointed CFO 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 Officer
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 customers in 
the UK, Ireland, Continental Europe and 
Australia. 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.
Board of Directors
Executive Directors Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 33
John Worby
Non-Executive Director 
appointed 22 March 2016
John Worby is a Chartered Accountant 
with a wealth of experience in public 
companies and the food sector. He was 
Group Finance Director at Genus plc 
retiring in 2013 and previously was 
Group Finance Director and Deputy 
Chairman of Uniq plc. John currently 
holds Non-Executive Directorships at 
Fidessa Group plc and Carr’s Group 
plc and formerly was a Non-Executive 
Director at Cranswick plc and Connect 
Group plc. John is also a member of 
the Financial Reporting Review Panel.
Christine Cross
Non-Executive Director 
appointed 22 March 2016
Christine Cross was originally a food 
scientist before devoting the 14 years to 
2003 with Tesco in senior roles focusing 
on own brand, non-food and global 
sourcing. She has since worked globally 
with a wide range of food and non-food 
retailing businesses and currently holds 
Non-Executive Directorships with 
Sonae SGPS SA (Portugal), Brambles 
Limited (Australia), Kathmandu Holdings 
Limited (New Zealand) and several 
private companies as well as numerous 
advisory roles. Former Non-Executive 
Director positions were held until recently 
with Next plc and Woolworths Limited 
(Australia). Christine is Chair of the 
Remuneration Committee.
Chris Marsh
Non-Executive Director until his 
retirement on 27 March 2016
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 was 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 in senior finance roles including 
Finance Director and for the last six 
years as Chief Executive. Colin has held 
a number of board and advisory roles in 
the industry including the Chairmanship 
of Assured Food Standards and board 
advisor to Natures Way Foods. He was 
previously a Non-Executive Director of 
McBride plc and Chairman of Poundland 
Holdings Limited for 10 years until 2012 
and thereafter a Non-Executive Director 
for a further two years before retiring in 
2014. He is currently Chairman of the 
social enterprise The Challenge Network. 
Colin is Chairman of the Audit Committee 
and is the Senior Independent Director.
Sir David Naish DL
Non-Executive Chairman
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.
Sir David Naish, Colin Smith, John Worby, 
Christine Cross and Chris Marsh are all 
members of the Remuneration, Audit 
and Nomination Committees.
Colin Smith, John Worby, Christine 
Cross and Chris Marsh are considered 
to be independent.
Non-Executive Directors Hilton Food Group plc 
Annual report and financial statements 2015 34
Directors’ report
The Directors present their report together with the audited 
financial statements for the 53 weeks ended 3 January 2016. 
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 16.
This Strategic report also includes the Corporate and social 
responsibility report on pages 24 to 28 which contains 
details of the Group’s employment practices and greenhouse 
gas emissions.
Corporate governance and other statutory disclosures
The Corporate governance statement, Board Committee reports 
and Directors’ remuneration report on pages 36 to 52 includes 
information required by DTR 7.2.
There are no disclosures required to be made under LR 9.8.4.
Principal activities
The Group’s activities comprise specialist retail meat packing 
for international food retailers.
Results and dividends
The profit before income tax is £28.0m (2014: £25.2m).
A first interim dividend of 4.1p per ordinary share was paid in 
November 2015 and a second interim dividend of 9.2p will be 
paid on 1 April 2016. The Directors recommend the payment of 
a final dividend for the period which, together with the second 
interim dividend, is not reflected in these accounts, of 1.3p per 
ordinary share totalling £0.95m, which, together with the two 
interim dividends, represents 14.6p per ordinary share for the 
year. Subject to approval at the Annual General Meeting, the 
final dividend will be paid on 1 July 2016 to members on the 
register at the close of business on 3 June 2016. Shares will 
be ex dividend on 2 June 2016.
Directors and their interests
The Directors of the Company in office throughout 2015, 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. Chris Marsh retired on 27 March 2016 and John 
Worby and Christine Cross were appointed on 22 March 2016. 
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, John 
Worby and Christine Cross who were appointed recently together 
with Robert Watson retire in accordance with the Articles of 
Association at the forthcoming Annual General Meeting and, 
being eligible, each offers him or herself 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 8,624,482 11 .80% Indirect
Fidelity Mgt & Research 7 ,087 ,473 9.70% Indirect
AXA Investment Mgrs 5,186,046 7 .09% Indirect
G. Heffer 4,17 4,500 5.71% Direct
R. Heffer 4,17 4,500 5.71% Direct
Montenaro Asset Mgt 2,434,496 3.33% Indirect
Additionally Directors’ interests in shares total 10.49% and details 
are given on page 50.
Political donations
No donations for political purposes were made during the year 
(2014: £nil). Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 35
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 12 May 2015:
 – 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 12 August 2016.
 – 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
30 March 2016 Hilton Food Group plc 
Annual report and financial statements 2015 36
Corporate governance statement
The UK Corporate Governance Code
The Board has prepared this report with reference to the UK 
Corporate Governance Code issued by the Financial Reporting 
Council in September 2014 which applies to accounting periods 
beginning on or after 1 October 2014. The provisions of this Code 
can be obtained from www.frc.org.uk/corporate/ukcgcode.cfm.
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 2015 
complied with the ten requirements of this Code, taking into 
account the provisions for smaller companies.
The Board
Membership
At the date of this report the Board consists of four Executive 
Directors and four 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
Colin Smith, 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 re-appointment by 
shareholders at the first opportunity following their appointment. 
Accordingly, John Worby and Christine Cross who were 
appointed recently together with Robert Watson retire in 
accordance with the Articles of Association at the forthcoming 
Annual General Meeting and, being eligible, each offers him 
or herself 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. Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 37
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.
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 10 10
Philip Heffer 10 10
Theo Bergman 10 7
Nigel Majewski 10 10
Sir David Naish 10 10
Chris Marsh 10 10
Colin Smith 10 9
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 2015 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 Chief Financial Officer 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. Hilton Food Group plc 
Annual report and financial statements 2015 38
Corporate governance statement continued
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 Board has carried out a robust assessment of the principal 
risks facing the Company, including those that would threaten 
its business model, future performance, solvency or liquidity 
which is summarised in the Risk management section on pages 
22 to 23.
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.
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 Chief Financial Officer 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
30 March 2016 Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 39
Report of the Audit Committee
Chairman’s introduction
I am pleased to report on the activities of the Audit Committee 
for the 53 weeks ended 3 January 2016.
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, Chief Financial 
Officer, 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 internal 
control and risk management systems;
 – to monitor and review the effectiveness of the Company’s 
internal audit function;
 – to consider and make recommendations to the Board, to be put 
to shareholders for their approval in general meeting, in relation 
to the appointment, re-appointment and removal of the external 
auditors and to approve the remuneration and terms of 
engagement of the external auditors;
 – 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;
 – 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; 
 – to meet with the external auditors and the head of internal audit 
at least once a year without management being present; 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 2015 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 which 
included an assessment of the Group’s cost plus contracts in 
relation to IFRIC 4 to determine whether they contain a lease. 
The Committee was satisfied that these cost plus contracts 
typically contain benchmarking clauses allowing customers to 
obtain competitive pricing or to source from a competitor, that 
product inputs are traded in active markets and that product 
selling prices are updated frequently resulting in pricing that 
is, in substance, a market price. On this basis the Committee 
concluded that the criteria for determining whether the 
Group’s cost plus contracts contain a lease are not met. It was 
considered that there were no other critical accounting estimates 
or judgements involved in the application of the Group’s 
accounting policies.
The external auditors identified complex supplier arrangements 
as an area of audit focus and the Committee fully considered 
this issue. 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 11 and information on 
the accounting policies adopted relating to revenue recognition 
are set out in note 2 on page 65. 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 going 
concern and the Group’s longer term viability 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. Hilton Food Group plc 
Annual report and financial statements 2015 40
Report of the Audit Committee continued
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 concerns had 
been raised 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 is rotated every five years 
to ensure 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 ten years. The EU Audit Regulation and Directive 
covering mandatory audit firm rotation and tendering is expected 
to be implemented in the UK during 2016 which could require 
formal audit re-tendering for the 2017 financial year.
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.
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 2015 at 
£107,000 represents 43% of audit fees which is below the 
proposed EU cap of 70%. Further details of these costs can be 
found in note 6 on page 72. The Committee considers that this 
low level of non-audit fees does not affect the independence of 
the external auditors.
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
30 March 2016 Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 41
Report of the Nomination Committee
Chairman’s introduction
I am pleased to report on the activities of the Nomination 
Committee for the 53 weeks ended 3 January 2016.
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 2015 the Committee met once in a continuing 
stable environment.
The Committee considered the composition of the Board noting 
that two Non-Executive Directors were nearing the completion 
of nine year terms with Hilton. The Committee considered and 
recommended the appointments of John Worby and Christine 
Cross as Non-Executive Directors to replace Chris Marsh and 
myself during 2016.
Hilton continues to develop 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
30 March 2016 Hilton Food Group plc 
Annual report and financial statements 2015 42
Report of the Risk Management Committee
Chairman’s introduction
I am pleased to report on the activities of the Risk Management 
Committee for the 53 weeks ended 3 January 2016.
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; 
 – to oversee and advise the Board on the current risk exposures 
of the Group and future risk strategy; 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 it has discharged its 
responsibilities
During 2015 the Committee met eleven times (of which Nigel 
Majewski attended nine meetings) and focused on the key areas 
set out below.
 – monitoring, identification and evaluation of potential risks 
to all the Hilton businesses;
 – independent buildings risk assessments and emergency 
power solutions;
 – developing business continuity management systems with 
disaster recovery exercises conducted at various sites each 
year; and
 – the further development of a sister site support network 
across the Group in the event of any business interruption to 
a particular operating unit. Functionality includes identification 
of spare capacity and establishment of central labelling 
equipment 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 discharge 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
30 March 2016 Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 43
Directors’ remuneration report
Chairman’s introduction
I am pleased, as Non-Executive Chairman of the Board, to 
present the Directors’ remuneration report for the 53 weeks 
ended 3 January 2016. As explained below since the end of 
2015 the previous Chairman of the Remuneration Committee 
Chris Marsh retired and the new Chair Christine Cross appointed 
as a Non-Executive Director of Hilton. As Christine has not yet 
attended any Remuneration Committee meetings and therefore 
not yet cognisant on Hilton remuneration matters I am presenting 
this Remuneration report for this year only.
This report sets out the Company’s policy on Directors’ 
remuneration as well as information on remuneration paid to 
Directors for the 53 weeks ended 3 January 2016. The report 
complies with the requirements of The Large and Medium-sized 
Companies and Groups (Accounts and Reports) (Amendment) 
Regulations 2013 and has been prepared in line with the 
recommendations of the Code and the UK Listing Authority 
Listing Rules (the ‘Listing Rules’).
Good strategic progress was achieved in 2015 and strong 
underlying profit progress was made despite a material impact 
on our profitability reported in Sterling from adverse exchange 
translation movements.
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. 
In 2015 the Committee comprised 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. Chris Marsh stepped down from 
the Board in March 2016 and Sir David Naish will step down in 
May after the AGM. Following their appointment to the Board 
on 22 March 2016 John Worby and Christine Cross joined the 
Remuneration Committee and Christine Cross was appointed 
as its Chairman.
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 3 3
Sir David Naish 3 3
Colin Smith 3 3
Directors’ remuneration major decisions and 
substantial changes
The Committee made the following major decisions during 
the year:
Basic salaries
In the year the Committee undertook a review of Company and 
individual performance, changes in responsibility and levels of 
increase in the sector for the broader UK employee population. 
Theo Bergman has stepped down from the role of Chief 
Operating Officer for Continental Europe thereby increasing the 
responsibilities of the other Executive Directors, in particular Philip 
Heffer who has taken over the Chief Operating Officer role for 
the whole Group. In considering the appropriate salary for each 
Executive Director we have set this in context of comparable 
rates in the market. The Committee agreed basic salary increases 
of 10% for Robert Watson and 6% for Philip Heffer and Nigel 
Majewski effective from 1 January 2016. Theo Bergman’s salary 
is unchanged.
Annual bonus for Executive Directors
A 2015 non-financial metric award of 20.0% of salary was granted 
out of a maximum of 20% of salary reflecting the significant 
strategic progress and the strong 20.9% underlying increase 
in operating profit at constant currency rates achieved by the 
Company during 2015. Under the financial metric 55.54% of 
salary is payable out of a maximum of 105% of salary reflecting 
the increase in actual net income in 2015 over the 2014 
net income.
The 2016 Executive Director bonus scheme financial element 
will have a threshold award of 20% for achieving the 2015 actual 
net income level rising to 105% for performance of at least 
118% of 2016 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. Following a change in his circumstances 
Theo Bergman will not participate in the 2016 bonus scheme. Hilton Food Group plc 
Annual report and financial statements 2015 44
Directors’ remuneration report continued
Long term incentive schemes
During 2015 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 6% per annum where 10% of the options will vest rising to 
EPS growth of at least 18% 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 £3,799 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.
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 
3 January 2016 the headroom available under these limits was 
3.3% 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 resolution to approve the 2014 Directors’ remuneration 
report was unanimously passed on a show of hands at the AGM 
held in the year. The proxy vote was as follows:
Approve Directors’ 
remuneration report
Resolution type Advisory
Votes for 48,108,978
% 97 .3%
Votes against 1,337 ,377
% 2.7%
Votes withheld 12,578
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 2016 AGM.
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 effective from 
the date of that 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 levels of 
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. Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 45
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 up to 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.
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. Hilton Food Group plc 
Annual report and financial statements 2015 46
Directors’ remuneration report continued
Element 
Purpose and link  
to strategy Operation Maximum opportunity 
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 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. Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 47
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 10.49% of the Company’s shares. Therefore the Committee has not 
set a share ownership guideline as the Committee considers these shareholdings to be significant and sufficient 
to align their interests to the longer term performance of the Company.
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. Hilton Food Group plc 
Annual report and financial statements 2015 48
Directors’ remuneration report continued
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 3 years from 27 March 2013 extended 
to 25 May 2016
Colin Smith 3 years from 1 October 2013
John Worby and Christine Cross 3 years from 
22 March 2016
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
External 
appointments
External appointments can be held and earnings 
retained from such appointments with the 
Company’s permission
N/A
Inspection
Executive Director service agreements and Non-Executive Director appointment letters are available for inspection at the Companies 
registered office.
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 
report on remuneration 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. Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 49
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.
53 weeks to 3 January 2016
Salary 
and fees 
£’000
Benefits 
£’000
Annual 
bonus 
£’000
Long term 
incentive 
£’000
Pension 
£’000
Total 
£’000
Executive Directors
Robert Watson 387 47 292 – 58 784
Philip Heffer 310 45 234 – 46 635
Theo Bergman 320 19 223 – 115 677
Nigel Majewski 310 29 234 – 40 613
Non-Executive Directors
Sir David Naish 90 – – – – 90 
Chris Marsh 50 – – – – 50 
Colin Smith 50 – – – – 50 
Total 1,517 140 983 – 259 2,899
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
Notes
1.  Salary and fees 
2015 salaries reflect a 3% increase on 2014. The salary disclosed in respect of Theo Bergman includes an 8% holiday allowance.
2.  Annual bonus 
 Under the 2015 annual bonus financial element formula, threshold performance was 2014 net income £18.1m, achievement of which earned a 20% of salary 
bonus. Thereafter the bonus was calculated on a sliding scale including a 38% of salary bonus for achieving the 2015 budgeted net income level of £19.1m 
up to a maximum 105% of salary bonus for achieving the stretch target of 115% of 2015 budgeted net income being £22.6m. A non-financial element bonus 
of up to 20% was available aggregating to a 125% maximum bonus opportunity.
     Actual 2015 net income was £20.0m exceeding that achieved in 2014 being 104.7% of 2015 budgeted net income resulting in a financial element bonus 
of 55.54% of salary. The Committee considered that good strategic progress had been made with very strong underlying profit progress and accordingly awarded 
a 20% of salary non-financial metric bonus out of a potential 20% of salary. Therefore a total bonus of 75.54% of salary (excluding Theo Bergman’s holiday 
allowance) is payable for the year to each Executive Director.
     In 2014 net income exceeded the threshold achieving 92.0% of 2014 budgeted net income which resulted in a financial element bonus of 24.2% of salary. 
A 15.8% 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 40.0% 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 2015 there are incentive awards options under the Long Term Incentive Plan due to vest during 2016 subject to performance conditions covering the three 
years 2013-2015. The earnings per share performance metric for that period fell short of the threshold 5% compound annual growth target and accordingly 
it is expected that there will be 0% vesting.
     In 2014 there were 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 target and accordingly there 
was 0% vesting.
4 .  P e nsi o n 
Payments were made during 2015 and 2014 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 2015 or 2014.
6.  Payments for loss of office 
No payments for loss of office were made in 2015 or 2014. Hilton Food Group plc 
Annual report and financial statements 2015 50
Directors’ remuneration report continued
Director shareholding and share interests
Details of Director shareholdings and changes in outstanding share awards were as follows:
Director Type
At 
28 December 
2014
Granted  
(note 5) Lapsed
At  
3 January  
2016
Exercise  
price  
(pence)
Earliest 
exercise  
date
Latest  
exercise  
date Notes
Robert Watson Shares 3,016,380 2,926,380 1
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
Share options – 2,142 – 2,142 420.00 01 .06.18 01 .12.18 4
T otal share options 132,565 2,142 – 134,707
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)
Nil cost options – 86,359 – 86,359 nil 20.04.18 20.04.25 3(d)
T otal nil cost options 314,859 86,359 (141,585) 259,633
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 17 4.75 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
Share options – 2,142 – 2,142 420.00 01 .06.18 01 .12.18 4
T otal share options 370,950 2,142 – 373,092
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)
Nil cost options – 69,088 – 69,088 nil 20.04.18 20.04.25 3(d)
T otal nil cost options 251,934 69,088 (113,268) 207 ,754
Theo Bergman Shares 328,333 328,333 1
Share options 113,610 – – 113,610 246.00 10.05.13 10.05.20 2
T otal 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 88,37 4 – – 88,37 4 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)
Nil cost options – 67 ,260 – 67 ,260 nil 20.04.18 20.04.25 3(d)
T otal nil cost options 268,639 67 ,260 (119,437) 216,462
Nigel Majewski Shares 91,760 91,760 1
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
Share options – 2,142 – 2,142 420.00 01 .06.18 01 .12.18 4
T otal share options 106,443 2,142 – 108,585
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)
Nil cost options – 69,088 – 69,088 nil 20.04.18 20.04.25 3(d)
T otal nil cost options 251,934 69,088 (113,268) 207 ,754
Sir David Naish Shares 60,000 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 and Nigel Majewski have exercised 130,610 and 104,488 share options respectively. There have been no other changes in the interests 
of Directors between 3 January 2016 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.
     d) Awards vest on a sliding scale between 10% for 6% EPS compound annual growth and 100% for at least 18% 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 £387,106, Philip Heffer £309,685, Theo Bergman £301,491 and Nigel Majewski 
£309,685 based on the actual share price at date of grant of 448.25 pence on 17 April 2015. Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 51
Further information
Statement of implementation of remuneration policy in the 2016 financial year
Base salaries
For 2016 Executive Director salaries have increased by 10% for Robert Watson and 6% for Philip Heffer and Nigel Majewski. 
These increases reflect comparable market rates and the additional responsibilities taken on referred to earlier in this report. 
Theo Bergman’s salary is unchanged.
2015 
£’000
2016 
£’000
Robert Watson 387 426
Philip Heffer 310 328
Theo Bergman 320 320
Nigel Majewski 310 328
Note
The base salary for Theo Bergman for both years include holiday allowance and are translated at the 2015 average exchange rate.
Annual bonus
The maximum annual bonus in 2016 will be 125% of salary for Robert Watson, Philip Heffer and Nigel Majewski. 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. In view of Theo Bergman’s changed circumstances he will not be entitled to a 
2016 bonus.
2016 long term incentive awards
The Committee will make a decision on whether to make a 2016 grant of nil cost award, their timing and the EPS targets to be 
set 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 seven years 2009 to 2015. 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.
Total Shareholder Return
Hilton Food Group – Total Return Index
FTSE All Small – Total Return Index
2009
0
100
200
300
400
500
2010 2011 2012 2013 2014 2015 Hilton Food Group plc 
Annual report and financial statements 2015 52
Directors’ remuneration report continued
Chief Executive Officer remuneration seven year trend
2009 2010 2011 2012 2013 2014 2015
Total remuneration (£’000) 584 644 730 593 610 626 784
Annual bonus (as a percentage of the maximum) 85% 63% 53% 10% 42% 32% 60%
Long term incentive vesting (as a percentage of the maximum) n/a 100% 100% 100% n/a 0% 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
2015 percentage increase over 2014 CEO
Company 
average
Salary 3.0% 2%
Benefits 9.3% n/a
Annual bonus 94.1% 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 2%, 2% and 
65% respectively.
Relative importance of spend on pay
The following table sets out for the comparison total spend on pay with dividends.
2015 
£’000
2014 
£’000
%  
change
Staff costs (note 8 to the financial statements) 73,639 7 4,570 -1%
Dividends payable 10,662 9,649 11%
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
Sir David Naish DL 
Non-Executive Chairman of the Board
30 March 2016 Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 53
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 current 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 30 March 2016 and is signed on its behalf by:
Robert Watson obe 
Chief Executive 
Nigel Majewski 
Chief Financial Officer 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 3 January 2016 and of the Group’s 
profit and the Group’s and the Company’s cash flows for the 
53 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
The financial statements, included within the Annual Report and 
Financial Statements (the “Annual Report”), comprise:
 – the consolidated balance sheet and Company balance sheet as 
at 3 January 2016;
 – the consolidated income statement and the consolidated 
statement of comprehensive income for the period then ended;
 – the consolidated cash flow statement and Company cash flow 
statement for the period then ended;
 – the consolidated statement of changes in equity and the 
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 IFRSs as adopted by the 
European Union, and applicable law and, as regards the Company 
financial statements, as applied in accordance with the provisions 
of the Companies Act 2006.
Our audit approach
Overview
Materiality
 – Overall Group materiality: £1,419,000 which represents 5% of 
profit before tax.
Audit scope
 – The Group comprises a holding Company, six trading 
subsidiaries and four intermediary holding companies. All of 
these components were subject to audits of their complete 
financial information.
 – The Group also holds a 50% investment in an Australian joint 
venture. This was not significant to the Group and was not 
therefore subject to audit procedures.
Area of focus
 – Customer supply arrangements.
The scope of our audit and our area 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 an “area of focus” in the table below. We have 
also set out how we tailored our audit to address this specific 
area 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.
Hilton Food Group plc 
Annual report and financial statements 2015 54
Independent auditors’ report 
to the members of Hilton Food Group plc Area of focus How our audit addressed the 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.
Significant 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.
 
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 the Directors and inspected minutes 
of Board discussions and determined, based on that evidence 
and the fact that we did not identify any omitted agreements 
through our audit procedures in other areas, 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 
we determined that 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 Netherlands.
In addition to these eleven entities the Group has a 50% interest 
in a joint venture Company located in Australia. We did not 
consider this Company to be significant to the Group and it 
was not therefore subject to audit procedures.
The key procedures we adopted in respect of working with all 
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 that the component financial 
information was properly prepared in accordance with IFRSs 
as adopted by the European Union.
Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 55 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 on the individual financial 
statement line items and disclosures and in evaluating 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
£1,419,000 (2014: £1,259,000).
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 
(2014: £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.
Under ISAs (UK & Ireland) we are required to report to you if we 
have anything material to add or to draw attention to in relation 
to the Directors’ statement about whether they considered it 
appropriate to adopt the going concern basis in preparing the 
financial statements. We have nothing material to add or to draw 
attention to.
As noted in the Directors’ statement, the Directors have 
concluded that it is appropriate to adopt the going concern basis 
in preparing the financial statements. 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 opinion
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.
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.
 – the statement given by the Directors on page 53, in accordance 
with provision C.1.1 of the UK Corporate Governance Code (the 
“Code”), 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 position and 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.
 – the section of the Annual Report on page 40, as required by 
provision C.3.8 of the Code, describing the work of the Audit 
Committee does not appropriately address matters 
communicated by us to the Audit Committee.
We have no exceptions to report.
The Directors’ assessment of the prospects of the Group 
and of the principal risks that would threaten the 
solvency or liquidity of the Group
Under ISAs (UK & Ireland) we are required to report to you if we 
have anything material to add or to draw attention to in relation to:
 – the Directors’ confirmation on page 21 of the Annual Report, 
in accordance with provision C.2.1 of the Code, that they have 
carried out a robust assessment of the principal risks facing the 
Group, including those that would threaten its business model, 
future performance, solvency or liquidity.
We have nothing material to add or to draw attention to.
 – the disclosures in the Annual Report that describe those risks 
and explain how they are being managed or mitigated.
We have nothing material to add or to draw attention to.
Hilton Food Group plc 
Annual report and financial statements 2015 56
Independent auditors’ report continued
to the members of Hilton Food Group plc  – the Directors’ explanation on page 21 of the Annual Report, in 
accordance with provision C.2.2 of the Code, as to how they 
have assessed the prospects of the Group, over what period 
they have done so and why they consider that period to be 
appropriate, and their statement as to whether they have a 
reasonable expectation that the Group will be able to continue 
in operation and meet its liabilities as they fall due over the 
period of their assessment, including any related disclosures 
drawing attention to any necessary qualifications 
or assumptions.
We have nothing material to add or to draw attention to.
Under the Listing Rules we are required to review the Directors’ 
statement that they have carried out a robust assessment of 
the principal risks facing the Group and the Directors’ statement 
in relation to the longer-term viability of the Group. Our review 
was substantially less in scope than an audit and only consisted 
of making inquiries and considering the Directors’ process 
supporting their statements; checking that the statements 
are in alignment with the relevant provisions of the Code; and 
considering whether the statements are consistent with the 
knowledge acquired by us in the course of performing our audit. 
We have nothing to report having performed our review.
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.
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. We have no exceptions to report 
arising from this responsibility.
Corporate governance statement
Under the Listing Rules we are required to review the part of the 
Corporate governance statement relating to ten further provisions 
of the 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 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 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 
30 March 2016 
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.
Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 57 58
Hilton Food Group plc 
Annual report and financial statements 2015 59
Hilton Food Group plc 
Annual report and financial statements 2015
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 84 Notes
2015
53 weeks
£’000
2014
52 weeks
£’000
Continuing operations
Revenue 5 1,094,822 1,098,990
Cost of sales (957 ,067) (966,809)
Gross profit 137 ,755 132,181
Distribution costs (10,091) (10,541)
Administrative expenses (99,887) (96,462)
Share of profit in joint venture 1,222 884
Operating profit 28,999 26,062
Finance income 9 97 102
Finance costs 9 (1,148) (976)
Finance costs – net 9 (1,051) (87 4)
Profit before income tax 27 ,948 25,188
Income tax expense 10 (6,489) (5,638)
Profit for the year 21,459 19,550
Attributable to:
Owners of the parent 20,017 18,071
Non-controlling interests 1,442 1,479
21,459 19,550
Earnings per share attributable to owners of the parent during the year
Basic (pence) 11 27 .5 25.0
Diluted (pence) 11 27 .2 24.7
Consolidated statement  
of comprehensive income
2015
53 weeks
£’000
2014
52 weeks
£’000
Profit for the year 21,459 19,550
Other comprehensive income
Currency translation differences (2,739) (4,761)
Other comprehensive income for the year net of tax (2,739) (4,761)
Total comprehensive income for the year 18,720 14,789
Total comprehensive income attributable to:
Owners of the parent 17 ,552 13,625
Non-controlling interests 1,168 1,164
18,720 14,789
The notes on pages 64 to 83 are an integral part of these consolidated financial statements.
Hilton Food Group plc 
Annual report and financial statements 2015 60
Consolidated income statement Group Company
Notes
2015
£’000
2014
£’000
2015
£’000
2014
£’000
Assets
Non-current assets
Property, plant and equipment 13 67 ,230 72,642 – –
Intangible assets 14 10,073 12,547 – –
Investments 15 2,396 1,234 102,985 102,985
Deferred income tax assets 21 1,000 771 – –
80,699 87 ,194 102,985 102,985
Current assets
Inventories 16 18,272 22,029 – –
Trade and other receivables 17 96,095 115,609 470 53
Current income tax assets – 1,532 11 30
Cash and cash equivalents 18 52,806 35,586 150 333
167 ,173 17 4,756 631 416
Total assets 247 ,872 261,950 103,616 103,401
Equity
Equity attributable to owners of the parent
Ordinary shares 22 7 ,286 7 ,259 7 ,286 7 ,259
Share premium 8,191 7 ,235 8,191 7 ,235
Employee share schemes reserve 901 441 – –
Foreign currency translation reserve (4,489) (2,024) – –
Retained earnings 82,829 72,717 17 ,120 13,470
94,718 85,628 32,597 27 ,964
Reverse acquisition reserve (31,700) (31,700) – –
Merger reserve 919 919 71,019 71,019
63,937 54,847 103,616 98,983
Non-controlling interests 4,938 4,786 – –
Total equity 68,875 59,633 103,616 98,983
Liabilities
Non-current liabilities
Borrowings 19 28,405 32,573 – –
Deferred income tax liabilities 21 1,654 1,875 – –
30,059 34,448 – –
Current liabilities
Borrowings 19 11,728 10,687 – –
Trade and other payables 20 136,537 157 ,182 – 4,418
Current income tax liabilities 673 – – –
148,938 167 ,869 – 4,418
Total liabilities 178,997 202,317 – 4,418
Total equity and liabilities 247 ,872 261,950 103,616 103,401
The notes on pages 64 to 83 are an integral part of these consolidated financial statements.
The financial statements on pages 58 to 83 were approved by the Board on 30 March 2016 and were signed on its behalf by:
R. Watson obe N. Majewski
Director Director
Hilton Food Group plc – Registered number: 06165540
Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 61
Consolidated balance sheet Attributable to owners of the parent
Group 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
Non-
controlling 
interests
£’000
Total 
equity
£’000
Balance at 30 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
Profit for the year – – – – 20,017 – – 20,017 1,442 21,459
Other comprehensive income
Currency translation differences – – – (2,465) – – – (2,465) (27 4) (2,739)
Total comprehensive income for 
the year – – – (2,465) 20,017 – – 17 ,552 1,168 18,720
Issue of new shares 27 516 – – – – – 543 – 543
Adjustment in respect of 
employee share schemes – 408 342 – – – – 750 – 750
Tax on employee share schemes – 32 118 – – – – 150 – 150
Dividends paid 12 – – – – (9,905) – – (9,905) (1,016) (10,921)
Total transactions with owners 27 956 460 – (9,905) – – (8,462) (1,016) (9,478)
Balance at 3 January 2016 7 ,286 8,191 901 (4,489) 82,829 (31,700) 919 63,937 4,938 68,875
Company
Balance at 30 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
Profit for the year – – – – 13,555 – – 13,555
Total comprehensive income for 
the year – – – – 13,555 – – 13,555
Issue of new shares 27 516 – – – – – 543
Adjustment in respect of 
employee share schemes – 408 – – – – – 408
Tax on employee share schemes – 32 – – – – – 32
Dividends paid 12 – – – – (9,905) – – (9,905)
Total transactions with owners 27 956 – – (9,905) – – (8,922)
Balance at 3 January 2016 7 ,286 8,191 – – 17 ,120 – 71,019 103,616
The notes on pages 64 to 83 are an integral part of these consolidated financial statements.
Hilton Food Group plc 
Annual report and financial statements 2015 62
Consolidated statement of changes in equity Group Company
Notes
2015
53 weeks
£’000
2014
52 weeks
£’000
2015
53 weeks
£’000
2014
52 weeks
£’000
Cash flows from operating activities
Cash generated from operations 24 50,960 47 ,626 – –
Interest paid (1,148) (976) (72) (171)
Income tax (paid)/received (4,553) (5,530) 54 87
Net cash generated from/(used in) operating activities 45,259 41,120 (18) (84)
Cash flows from investing activities
Purchases of property, plant and equipment (13,676) (31,830) – –
Proceeds from sale of property, plant and equipment 77 129 – –
Purchases of intangible assets (54) (11,599) – –
Interest received 97 102 – –
Dividends received – – 13,600 11,000
Net cash (used in)/generated from investing activities (13,556) (43,198) 13,600 11,000
Cash flows from financing activities
Proceeds from borrowings 3,336 36,193 – –
Repayments of borrowings (6,157) (21,923) – –
Repayment of inter-company loan – – (4,403) (2,266)
Issue of ordinary shares 543 837 543 837
Dividends paid to owners of the parent (9,905) (9,343) (9,905) (9,343)
Dividends paid to non-controlling interests (1,016) (1,048) – –
Net cash (used in)/generated from financing activities (13,199) 4,716 (13,765) (10,772)
Net increase/(decrease) in cash and cash equivalents 18,504 2,638 (183) 144
Cash and cash equivalents at beginning of the year 35,586 34,642 333 189
Exchange losses on cash and cash equivalents (1,284) (1,694) – –
Cash and cash equivalents at end of the year 18 52,806 35,586 150 333
The notes on pages 64 to 83 are an integral part of these consolidated financial statements.
Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 63
Consolidated cash flow statement 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 53 weeks to 3 January 2016 (prior financial year 52 weeks to 28 December 2014).
These consolidated financial statements were approved for issue on 30 March 2016.
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 £13,555,000 (2014: £10,891,000).
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 under the historical cost convention and 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. The reasons why the Directors consider 
this basis to be appropriate are set out in the Performance and financial review on page 21.
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 3 January 2016. 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.
Hilton Food Group plc 
Annual report and financial statements 2015 64
Notes to the financial statements International Financial Reporting Standards
(a) New standards, amendments and interpretations effective in 2015
None
(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’ on disclosure initiative (1 January 2016)
Amendment to IAS 7 ‘Statement of cash flows’ on disclosure initiative (1 January 2016) (*)
Amendment to IAS 16 ‘Property, plant and equipment’ and IAS 38 ‘Intangible assets’ on clarification of acceptable methods 
of depreciation and amortisation (1 January 2017)
Amendment to IAS 16 ‘Property, plant and equipment’ and IAS 41 ‘Biological assets’ regarding bearer plants (1 January 2016) (*)
Amendment to IAS 16 ‘Property, plant and equipment’ on depreciation (1 January 2016) (*)
Amendment to IAS 19 ‘Employee benefits’ on defined benefit plans (1 February 2015) 
Amendment to IAS 27 ‘Separate financial statements’ (1 January 2016)
Amendment to IFRS 10 ‘Consolidated financial statements’ and IAS 28 ‘Investments in associates’ on sale or contribution of assets 
(1 January 2016) (*)
IFRS 9 ‘Financial instruments’ and amendment to IFRS 9 ‘Financial instruments’ on general hedge accounting (1 January 2018) (*)
Amendment to IFRS 10 ‘Consolidated financial statements’ and IAS 28 ‘Investments in associates’ on investment entities applying 
the consolidation exemption (1 January 2016) (*)
Amendment to IFRS 11 ‘Joint arrangements’ on acquisition of an interest in a joint operation (1 January 2016)
IFRS 14 ‘Regulatory deferral accounts’ (1 January 2016) (*)
IFRS 15 ‘Revenue from customers with contracts’ (1 January 2018) (*)
IFRS 16 ‘Leases’ (1 January 2019) (*)
(*) Not yet endorsed by the EU
Other than IFRS 16 none of these IFRSs, IFRIC interpretations or amendments are expected to have a material impact on the Group or 
the Company.
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.
Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 65 2 Summary of significant accounting policies (continued)
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.
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.
Hilton Food Group plc 
Annual report and financial statements 2015 66
Notes to the financial statements continued 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.
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.
Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 67 2 Summary of significant accounting policies (continued)
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.
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.
Hilton Food Group plc 
Annual report and financial statements 2015 68
Notes to the financial statements continued 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.
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
2015
Equity
£’000
Income
statement
£’000
2014
Equity
£’000
Annual effect of a change in Group-wide interest rates by 0.5% 146 146 92 92
-146 -146 -92 -92
Annual effect of a change in exchange rates to the GBP £ by 10% 1,871 6,317 2,056 6,202
-1,531 -5,168 -1,682 -5,07 4
Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 69 3 Financial risk management (continued)
(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 £143.7m (2014: £146.8m) as stated in note 27.
(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 £52.8m (2014: £35.6m) 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:
2015 2014
Borrowings
£’000
Finance leases
£’000
Trade and other 
payables
£’000
Borrowings
£’000
Finance leases
£’000
Trade and other 
payables
£’000
Less than one year 12,155 317 132,970 11,468 329 152,702
Between one and two years 11,948 326 – 7 ,092 337 –
Between two and five years 15,024 1,025 – 24,409 1,062 –
Over five years – 1,286 – – 1,732 –
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 nil as at the year end (2014: 18%).
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.
Some of Hilton’s long term supply contracts are on a cost plus basis. IFRIC 4 requires that such arrangements are reviewed to 
determine whether they contain a lease. These cost plus agreements typically contain benchmarking clauses which allow our 
customers to obtain competitive pricing or to source its supply from a competitor. Additionally product inputs and packaging are 
traded in active markets which are monitored by our customers and furthermore product selling prices are updated on a frequent basis 
thereby resulting in pricing that is, in substance, a market price. On this basis the criteria in IFRIC 4 for determining whether these 
agreements contain a lease are not met.
During 2015 and 2014 there were no critical accounting estimates or other judgements in relation to the application of the Group’s 
accounting policies.
Hilton Food Group plc 
Annual report and financial statements 2015 70
Notes to the financial statements continued 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
2015
Total
£’000
Western
Europe
£’000
Central
Europe
£’000
Central costs 
and other
£’000
2014
Total
£’000
Total segment revenue 1,020,844 7 4,165 – 1,095,009 1,018,368 82,156 – 1,100,524
Inter-segment revenue (187) – – (187) (1,534) – – (1,534)
Revenue from external customers 1,020,657 7 4,165 – 1,094,822 1,016,834 82,156 – 1,098,990
Operating profit/(loss) 
/segment result 32,107 2,255 (5,363) 28,999 27 ,115 2,426 (3,479) 26,062
Finance income 20 76 1 97 20 81 1 102
Finance costs (1,066) – (82) (1,148) (667) – (309) (976)
Income tax expense (6,959) (455) 925 (6,489) (5,902) (502) 766 (5,638)
Profit/(loss) for the year 24,102 1,876 (4,519) 21,459 20,566 2,005 (3,021) 19,550
Depreciation and amortisation 18,205 1,036 122 19,363 14,354 1,186 96 15,636
Additions to non-current assets 12,905 547 278 13,730 42,492 824 113 43,429
Segment assets 224,739 17 ,836 4,297 246,872 240,231 15,949 3,467 259,647
Current income tax assets – 1,532
Deferred income tax assets 1,000 771
Total assets 247 ,872 261,950
Segment liabilities 165,283 9,411 1,976 176,670 190,316 7 ,521 1,163 199,000
Borrowings – 1,442
Current income tax liabilities 673 –
Deferred income tax liabilities 1,654 1,875
Total liabilities 178,997 202,317
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.
Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 71 5 Segment information (continued)
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.
Analysis of revenues from external customers and non-current assets are as follows:
Revenues from  
external customers
Non-current assets  
excluding deferred tax assets
2015
£’000
2014
£’000
2015
£’000
2014
£’000
Analysis by geographical area
United Kingdom – country of domicile 441,673 391,139 39,784 40,200
Netherlands 257 ,398 266,049 9,445 10,645
Sweden 182,621 197 ,603 13,752 13,828
Republic of Ireland 55,880 60,289 3,999 4,351
Denmark 83,17 4 101,754 9,757 13,821
Central Europe 7 4,076 82,156 2,962 3,578
1,094,822 1,098,990 79,699 86,423
Analysis by principal customer
Customer 1 513,401 472,883
Customer 2 284,560 299,779
Customer 3 197 ,608 212,698
Customer 4 81,634 99,996
Other 17 ,619 13,634
1,094,822 1,098,990
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
2015
£’000
2014
£’000
Fees payable to the Company’s auditors for the audit of the parent company and consolidated 
financial statements 121 129
Fees payable to the Company’s auditors and its associates for other services:
 – The audit of the Company’s subsidiaries pursuant to legislation 125 138
 – Other services pursuant to legislation 47 43
 – Services relating to taxation 104 59
 – All other services 3 9
Total fees payable to the Company’s auditors and its associates 400 378
Fees payable to other auditors in respect of services provided to subsidiary undertakings 51 53
7 Expenses by nature
Group
2015
£’000
2014
£’000
Changes in inventories of finished goods and goods for resale 1,009 407
Raw materials and consumables used 893,813 903,841
Employee benefit expense (note 8) 73,639 7 4,570
Depreciation and amortisation – owned assets 19,213 15,470
Depreciation and amortisation – leased assets 150 166
Repairs and maintenance expenditure on property, plant and equipment 11,178 10,894
Trade receivables – impairment 70 35
Hire of plant and machinery 888 801
Transportation expenses 10,052 10,476
Operating lease payments 6,756 7 ,070
Foreign exchange (gains)/losses (217) 59
Other expenses 50,494 50,023
Total cost of sales, distribution costs and administrative expenses 1,067 ,045 1,073,812
Hilton Food Group plc 
Annual report and financial statements 2015 72
Notes to the financial statements continued 8 Employee benefit expense
Group
2015
£’000
2014
£’000
Staff costs during the year
Wages and salaries 62,383 62,450
Social security costs 7 ,797 8,830
Share options granted to Directors and employees 750 255
Other pension costs 2,709 3,035
73,639 7 4,570
Group
2015
Number
2014
Number
Average number of persons employed (including Executive Directors) during the year by activity
Production 2,325 2,271
Administration 587 581
2,912 2,852
Group
2015
£’000
2014
£’000
Key management compensation (including Directors)
Salaries and short term employee benefits, including termination benefits 3,396 3,403
Post-employment benefits 325 328
Share-based payments 525 179
4,246 3,910
Group
2015
£’000
2014
£’000
Directors’ emoluments
Aggregate emoluments 2,640 2,161
Company contribution to money purchase pension scheme 259 252
2,899 2,413
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 
(2014: £nil).
9 Finance income and costs
Group
2015
£’000
2014
£’000
Finance income
Interest income on short term bank deposits 90 97
Interest on income taxes 7 5
Finance income 97 102
Finance costs
Bank borrowings (920) (765)
Finance leases (161) (189)
Exchange (losses)/gains on foreign currency borrowings (3) 22
Other interest expense (64) (44)
Finance costs (1,148) (976)
Finance costs – net (1,051) (87 4)
Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 73 10 Income tax expense
Group
2015
£’000
2014
£’000
Current income tax
Current tax on profits for the year 6,787 4,795
Adjustments to tax in respect of previous years (18) 47
Total current tax 6,769 4,842
Deferred income tax
Origination and reversal of temporary differences (389) 704
Adjustments to tax in respect of previous years 109 92
Total deferred tax (280) 796
Income tax expense 6,489 5,638
Deferred tax credited directly to equity during the year in respect of employee share schemes amounted to £118,000 
(2014: £265,000 charge).
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 20.25% (2014: 21.5%) applied to profits of the consolidated entities as follows:
2015
£’000
2014
£’000
Profit before income tax 27 ,948 25,188
Tax calculated at the standard rate of UK Corporation Tax 20.25% (2014: 21.5%) 5,659 5,415
Expenses not deductible/(income not taxable) for tax purposes 371 (37)
Adjustments to tax in respect of previous years 91 139
Profits taxed at rates other than 20.25% (2014: 21.5%) 375 133
Other (7) (12)
Income tax expense 6,489 5,638
There is no tax impact relating to components of other comprehensive income.
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 Basic
2015
Diluted Basic
2014
Diluted
Profit attributable to owners of the parent (£’000) 20,017 20,017 18,071 18,071
Weighted average number of ordinary shares in issue (thousands) 72,7 48 72,7 48 72,379 72,379
Adjustment for share options (thousands) – 970 – 714
Adjusted weighted average number of ordinary shares (thousands) 72,7 48 73,718 72,379 73,093
Basic and diluted earnings per share (pence) 27 .5 27 .2 25.0 24.7
12 Dividends
Group and Company
2015
£’000
2014
£’000
Final dividend in respect of 2014 paid 9.5p per ordinary share (2014: 9.1p) 6,919 6,590
Interim dividend in respect of 2015 paid 4.1p per ordinary share (2014: 3.8p) 2,986 2,753
Total dividends paid 9,905 9,343
The Directors declared a second interim dividend of 9.2p which is to be paid on 1 April 2016 and propose a final dividend of 1.3p per 
share payable on 1 July 2016 to shareholders who are on the register at 3 June 2016. These dividends totalling £7.7m have not been 
recognised as a liability in these consolidated financial statements.
Hilton Food Group plc 
Annual report and financial statements 2015 74
Notes to the financial statements continued 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 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 8,554 297 206,7 41
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 30 December 2013 9,834 46,518 2,346 178 58,876
At 28 December 2014 20,408 50,304 1,752 178 72,642
Cost
At 29 December 2014 37 ,675 160,215 8,554 297 206,7 41
Exchange adjustments (724) (5,167) (250) (1) (6,142)
Additions 3,521 9,391 755 9 13,676
Reclassification – (235) 53 – (182)
Disposals (1,464) (561) (88) (7) (2,120)
At 3 January 2016 39,008 163,643 9,024 298 211,973
Accumulated depreciation
At 29 December 2014 17 ,267 109,911 6,802 119 134,099
Exchange adjustments (460) (3,573) (188) – (4,221)
Charge for the year 3,737 12,219 860 68 16,884
Reclassification – (72) 21 – (51)
Disposals (1,464) (406) (91) (7) (1,968)
At 3 January 2016 19,080 118,079 7 ,404 180 144,7 43
Net book amount
At 3 January 2016 19,928 45,564 1,620 118 67 ,230
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 £1,654,000 (2014: £1,209,000).
Property, plant and equipment include the following amounts where the Group is a lessee under a finance lease:
2015
£’000
2014
£’000
Cost – capitalised finance leases 3,011 3,195
Accumulated depreciation (1,794) (1,7 42)
Net book amount 1,217 1,453
Included in assets held under finance leases are land and buildings with a net book amount of £1,217,000 (2014: £1,453,000).
Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 75 14 Intangible assets
Group
Product  
licences
£’000
Computer  
software
£’000
Goodwill
£’000
Total
£’000
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 30 December 2013 1,044 780 836 2,660
At 28 December 2014 11,149 562 836 12,547
Cost
At 29 December 2014 19,305 4,116 836 24,257
Exchange adjustments (560) (137) – (697)
Additions – 54 – 54
Reclassifications – 182 – 182
Disposals – (123) – (123)
At 3 January 2016 18,7 45 4,092 836 23,673
Accumulated amortisation
At 29 December 2014 8,156 3,554 – 11,710
Exchange adjustments (408) (109) – (517)
Charge for the year 2,142 337 – 2,479
Reclassifications – 51 – 51
Disposals – (123) – (123)
At 3 January 2016 9,890 3,710 – 13,600
Net book amount
At 3 January 2016 8,855 382 836 10,073
Amortisation charges are included within administrative expenses in the income statement.
Hilton Food Group plc 
Annual report and financial statements 2015 76
Notes to the financial statements continued 15 Investments
Investments in subsidiaries
Investments in subsidiary undertakings are recorded at cost, which is the fair value of consideration paid.
Company
2015
£’000
2014
£’000
At 29 December 2014 and 3 January 2016 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 Food Solutions Limited England & Wales Meat trading – 55
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 England & Wales 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
2015
£’000
2014
£’000
At 29 December 2014 1,234 405
Profit for the period 1,222 884
Effect of movements in foreign exchange (60) (55)
At 3 January 2016 2,396 1,234
Where relevant, management accounts for the joint venture have been used to include the results up to 3 January 2016. The Group’s 
share of the net assets, income and expenses of the joint venture are detailed below:
2015
£’000
2014
£’000
Net assets 2,396 1,234
Income 1,711 1,7 44
Expenses (1) (481)
Taxation (488) (379)
Profit after tax 1,222 884
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
Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 77 16 Inventories
Group
2015
£’000
2014
£’000
Raw materials and consumables 15,192 17 ,846
Finished goods and goods for resale 3,080 4,183
18,272 22,029
The cost of inventories recognised as an expense and included in cost of sales amounted to £894,822,000 (2014: £904,248,000). 
The Group charged £289,000 in respect of inventory write-downs (2014: £201,000). The amount charged has been included in cost 
of sales in the income statement.
17 Trade and other receivables
Group Company
2015
£’000
2014
£’000
2015
£’000
2014
£’000
Trade receivables 85,869 105,345 – –
Less: provision for impairment of trade receivables (165) (213) – –
Trade receivables – net 85,704 105,132 – –
Amounts owed by Group undertakings – – 470 53
Amounts owed by related parties (see note 26) 605 33 – –
Other receivables 4,628 6,028 – –
Prepayments 5,158 4,416 – –
96,095 115,609 470 53
The carrying amounts of trade and other receivables are denominated in the following currencies:
Currency
Group Company
2015
£’000
2014
£’000
2015
£’000
2014
£’000
UK Pound 16,262 32,683 470 53
Euro 46,866 48,299 – –
Swedish Krona 19,033 20,636 – –
Danish Krone 9,464 11,092 – –
Polish Zloty 3,865 2,866 – –
Australian Dollar 605 33 – –
96,095 115,609 470 53
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 £165,000 (2014: £213,000). 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
2015
£’000
2014
£’000
At 29 December 2014 213 48
Provision for receivables impairment 136 375
Receivables written off during the year as uncollectable (181) (207)
Exchange differences (3) (3)
At 3 January 2016 165 213
Hilton Food Group plc 
Annual report and financial statements 2015 78
Notes to the financial statements continued 18 Cash and cash equivalents
Group Company
2015
£’000
2014
£’000
2015
£’000
2014
£’000
Cash at bank and on hand 52,806 35,586 150 333
19 Borrowings
Group
2015
£’000
2014
£’000
Current
Bank borrowings 11,562 10,531
Finance lease liabilities 166 156
11,728 10,687
Non-current
Bank borrowings 26,428 30,304
Finance lease liabilities 1,977 2,269
28,405 32,573
Total borrowings 40,133 43,260
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
2015
£’000
2014
£’000
UK Pound 25,080 30,737
Euro 2,144 2,425
Swedish Krona 12,909 10,098
40,133 43,260
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 2.5%. 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 £37,989,000 (2014: £40,835,000) 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 £28.3m (2014: £46.5m) 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
2015
£’000
2014
£’000
2015
£’000
2014
£’000
No later than one year 317 329 166 156
Later than one year and no later than five years 1,351 1,398 1,977 2,269
Later than five years 1,282 1,732 – –
2,950 3,459 2,143 2,425
Future finance charges on finance leases (807) (1,034) – –
Present value of finance lease liabilities 2,143 2,425 2,143 2,425
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 £2,843,000 (2014: £3,315,000). The fair values are based on cash flows discounted using the 
European Central Bank benchmark main refinancing operations fixed interest rate of 0.05% (2014: 0.05%).
Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 79 20 Trade and other payables
Group Company
2015
£’000
2014
£’000
2015
£’000
2014
£’000
Trade payables 114,072 133,284 – –
Amounts owed to Group undertakings – – – 4,403
Social security and other taxes 3,567 4,480 – –
Accruals and deferred income 18,898 19,418 – 15
136,537 157 ,182 – 4,418
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 (686) 540 (146)
Exchange differences 103 – 103
Income statement credit (808) 12 (796)
Adjustment in respect of employee share schemes – (265) (265)
At 29 December 2013 (1,391) 287 (1,104)
Exchange differences 52 – 52
Income statement (charge)/credit 178 102 280
Adjustment in respect of employee share schemes – 118 118
At 28 December 2014 (1,161) 507 (654)
The following is the reconciliation of the deferred tax balances in the balance sheet:
Group
2015
£’000
2014
£’000
Deferred tax liabilities (1,654) (1,875)
Deferred tax assets 1,000 771
(654) (1,104)
Other timing differences principally relate to share-based payments. The deferred income tax liability above includes £150,000 
(2014: £150,000) 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
2015
£’000
2014
£’000
2015
£’000
2014
£’000
Issued and fully paid ordinary shares of 10p each
At 29 December 2014 72,588 7 ,259 7 ,216 7 ,259 7 ,216
Issue of new shares relating to employee incentive schemes 274 27 43 27 43
At 3 January 2016 72,862 7 ,286 7 ,259 7 ,286 7 ,259
All ordinary shares of 10p each have equal rights in respect of voting, receipt of dividends and repayment of capital.
Hilton Food Group plc 
Annual report and financial statements 2015 80
Notes to the financial statements continued 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 10 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 10%-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%-18% per year. The options have a 
contractual option term of 10 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 30 December 2013 1,601 210.54 – – 1,906 –
Granted – – 472 464 507 –
Exercised (431) 194.18 – – – –
Lapsed – – (41) 464.94 (24) –
At 28 December 2014 1,170 216.56 431 463.54 2,389 –
Granted – – 348 420.00 577 –
Exercised (27 4) 198.28 – – – –
Lapsed – – (191) 460.27 (1,278) –
At 3 January 2016 896 222.16 588 438.83 1,688 –
Share options outstanding at the end of the year have the following expiry date and exercise prices:
Expiry date Type of scheme Status
Exercise price
(pence)
Number options
2015
(‘000)
2014
(‘000)
October 2017 Sharesave Not exercisable 460.25 254 359
December 2017 Sharesave Not exercisable 480.00 14 72
December 2018 Sharesave Not exercisable 420.00 320 –
May 2018 Executive share option Exercisable 199.50 134 249
May 2019 Executive share option Exercisable 17 4.75 212 321
May 2020 Executive share option Exercisable 246.00 550 600
June 2022 Long Term Incentive Plan Lapsed nil cost – 1,147
May 2023 Long Term Incentive Plan Not exercisable nil cost 657 759
April 2024 Long Term Incentive Plan Not exercisable nil cost 457 483
April 2025 Long Term Incentive Plan Not exercisable nil cost 574 –
The fair value of options granted during 2015 determined using the Black-Scholes valuation model ranged from 68p to 390p 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 0.87% 
to 0.68%. See note 8 for the total expense recognised in the income statement for share options granted to Directors and employees.
Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 81 24 Cash generated from operations
Group
2015
£’000
2014
£’000
Profit before income tax 27 ,948 25,188
Finance costs – net 1,051 874
Operating profit 28,999 26,062
Adjustments for non-cash items:
Share of post tax profits of joint venture (1,222) (884)
Depreciation of property, plant and equipment 16,884 14,437
Amortisation of intangible assets 2,479 1,199
Loss on disposal of non-current assets 75 7
Adjustment in respect of employee share schemes 750 255
Changes in working capital:
Inventories 3,126 424
Trade and other receivables 16,283 (112)
Prepaid expenses (7 44) 592
Trade and other payables (15,150) 3,947
Accrued expenses (520) 1,699
Cash generated from operations 50,960 47 ,626
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
2015
£’000
2014
£’000
2015
£’000
2014
£’000
Property, plant and equipment 688 2,547 – –
(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:
Group
Land and buildings Plant and equipment
2015
£’000
2014
£’000
2015
£’000
2014
£’000
No later than one year 5,658 6,019 1,001 802
Later than one year and no later than five years 12,518 15,043 1,828 2,025
Later than five years expiring 2021 to 2026 15,718 19,229 45 36
33,894 40,291 2,87 4 2,863
Hilton Food Group plc 
Annual report and financial statements 2015 82
Notes to the financial statements continued 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
2015
£’000
2014
£’000
Woolworths Limited and subsidiaries–recharge of joint venture costs 1,581 1,245
Amounts owing from related parties at the year end were as follows:
Group
Owed from related parties
2015
£’000
2014
£’000
Woolworths Limited and subsidiaries 605 33
The Company’s related party transactions with other Group companies during the year were as follows:
Company
2015
£’000
2014
£’000
Hilton Foods Limited – dividend received 13,600 11,000
Hilton Foods Limited – interest expense 56 140
Hilton Foods UK Limited – payment for group relief 30 53
At the year end £439,000 was owed by Hilton Foods Limited (2014: £4,403,000 owed to Hilton Foods Limited) and £31,000 
(2014: £53,000) 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:
Group
Loans and receivables
2015
£’000
2014
£’000
Assets as per balance sheet
Trade and other receivables 90,937 111,193
Cash and cash equivalents 52,806 35,586
143,7 43 146,779
Group
Other financial liabilities  
at amortised cost
2015
£’000
2014
£’000
Liabilities as per balance sheet
Trade and other payables 132,970 152,702
Borrowings 40,133 43,260
173,103 195,962
In addition to the above, amounts owed to the Company by Group undertakings of £31,000 (2014: £53,000) are classified as ‘loans 
and receivables’ and amounts owed to the Company by Group undertakings of £439,000 (2014: £4,403,000 owed by the Company) 
are classified as ‘other financial liabilities at amortised cost’.
Overview Strategic report Governance Financial statements
Hilton Food Group plc 
Annual report and financial statements 2015 83 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
Chartered Accountants and Statutory Auditors 
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
Hilton Food Group plc 
Annual report and financial statements 2015 84
Registered office and advisors  Hilton Food Group plc 
2-8 The Interchange 
Latham Road 
Huntingdon 
Cambridgeshire 
PE29 6YE
www.hiltonfoodgroupplc.com
Hilton Food Group plc Annual report and financial statements 2015