Annual Report
Annual Report
Annual Report
Forward-looking statements
This report contains forward-looking statements in relation to Readers are cautioned not to place undue reliance on
Coles Group Limited (‘the Company’) and its controlled entities
(together, ‘Coles’, Coles Group’, or ‘the Group’), including
forward-looking statements. Except as required by applicable
laws or regulations, the Group does not undertake to publicly
Our 2023 reporting suite
statements regarding the Group’s intent, belief, goals, update, review or revise any of the forward-looking statements
objectives, opinions, initiatives, commitments or current or to advise of any change in assumptions on which any such
expectations with respect to the Group’s business and statement is based. Past performance cannot be relied on as a
operations, market conditions, results of operations and guide for future performance. Our corporate reporting suite contains detailed information on Coles’ strategy, risk
financial conditions, and risk management practices. This management and governance frameworks. The suite also includes our financial and
Non-IFRS information
report also includes forward-looking statements regarding non-financial performance and progress against our sustainability and human rights
climate change and other environmental and energy transition This report contains IFRS and non-IFRS financial information. IFRS commitments. We continually evolve our reporting suite in response to shareholder
scenarios. Forward-looking statements can generally be financial information is financial information that is presented in and stakeholder feedback, and to align with legislation, disclosure frameworks and
identified by the use of words such as ‘forecast’, ‘estimate’, accordance with all relevant accounting standards. Non-IFRS leading practices.
‘plan’, ‘will’, ‘anticipate’, ‘may’, ‘believe’, ‘should’, ‘expect’, financial information is financial information that is presented
‘intend’, ‘outlook’, ‘guidance’ and other similar expressions. other than in accordance with relevant accounting standards
and may not be directly comparable with other companies’
Any forward-looking statements are based on the Group’s
information.
current knowledge and assumptions, including with respect to
financial, market, risk, regulatory and other relevant Any non-IFRS financial information included in this report has
environments that will exist and affect the Group’s business and been labelled to differentiate it from statutory or IFRS financial
operations in the future. The Group does not give any information. Non-IFRS measures are used by management to
assurance that the assumptions will prove to be correct. The assess and monitor business performance at the Group and
forward-looking statements involve known and unknown risks, segment level and should be considered in addition to, and
uncertainties and assumptions, that could cause the actual not as a substitute for, IFRS information. Operating metrics that
results, performance or achievements of the Group to be are prepared on a non-IFRS basis have been included in the
materially different from the relevant statements. There are also segment commentary to support an understanding of
limitations with respect to scenario analysis, and it is difficult to comparable business performance. Non-IFRS information is
predict which, if any, of the scenarios might eventuate. not subject to audit or review.
Scenario analysis is not an indication of probable outcomes
and relies on assumptions that may or may not prove to be
correct or eventuate.
To view these reports visit www.colesgroup.com.au
Cover image
Coles State General Manager Queensland Jo Brown, Executive General Manager Supermarket Operations Claire Lauber, and e-Commerce graduate Shaz.
B Coles Group 2023 Annual Report Coles Group 2023 Annual Report 1
Our vision is to become Our strategic pillars
2 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 3
Our strategic pillars Our strategic pillars
4 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 5
Message from I am confident that we are well-positioned
to deliver on our vision to become the
the Chairman most trusted retailer in Australia and grow
long-term shareholder value.
Dear Shareholder, An important aspect of the Company’s In April 2023, we announced the The percentage of our team members strengthened the management team
strategy is to look ahead, anticipate proposed acquisition of two automated who identify as Aboriginal and/or Torres and steered the business through the
Four years ago, following the demerger
change and to initiate investments milk processing facilities from Saputo Strait Islander has risen to 3.5%, up from complexities of COVID-19. On behalf of
from Wesfarmers, we embarked on a
which will support our long term success. Dairy Australia to improve the security 3.2% in FY22. the Board and shareholders, I extend my
strategy to transform the business and
of milk supply and access capacity thanks to Steven for his significant
position ourselves for long-term In April of this year we opened our first These outcomes are indicative of the
to support product innovation. The contribution to Coles.
sustainable growth. Since then we have Automated Distribution Centre (ADC) in strong programs driving our culture of
acquisition remains conditional upon
invested deeply to drive efficiencies and Redbank, Queensland, in partnership diversity and inclusion at Coles as we In February, we announced the
approval of the Australian Competition
innovation as we seek to create value with Witron. This is an example of continue to build a workplace that appointment of Leah Weckert as
and Consumer Commission and other
from our strategy and deliver returns to identifying world-leading technology reflects the communities we serve and Steven’s successor as Managing Director
customary closing conditions, which
shareholders. and engineering to transform and where everyone can achieve their and Chief Executive Officer. Leah is an
we are now aiming to complete by the
enhance our supply chain. The Redbank potential. outstanding executive with deep
2023 has been a year of change and end of FY24.
ADC serviced more than 100 knowledge of Coles and the retail sector.
renewal as we have navigated many Board and
supermarkets as at the end of June and Sustainability She has a proven track record of leading
challenges including disruption from leadership renewal
will greatly improve efficiency, team teams and generating results across
natural disasters, economic uncertainty Our scale puts us in a strong position to
member safety and availability for our During the year a number of changes in many operating areas, making her the
and other inflationary pressures. support a sustainable and inclusive
stores as it becomes fully operational. the Board and senior management right person to lead our business into the
Australia and during the past financial
We continued to grow and enhance our The opening of our second ADC in occurred. next phase of growth.
year we continued to drive progress
core business of selling food and drinks; Sydney will further support our operations
towards meeting our ambitions in energy In October 2022, we were pleased to Looking ahead
invested in technology and automation when it commences, anticipated in the
and emissions, waste, plastics and appoint Terry Bowen and Scott Price to
in our supply chain and in our digital and first quarter of next calendar year. As we look forward to the period
packaging, and sourcing and farming. the Board, both of whom bring a great
online platforms; and, on 1 May 2023, we ahead, I am confident that we are
Albeit somewhat delayed, progress deal of industry knowledge.
completed the sale of the Coles Express The collapse of REDcycle was well-positioned to deliver on our
continued on the construction of our two
fuel and convenience business to Viva particularly disappointing for Coles and However in September this year, Terry vision to become the most trusted
Customer Fulfillment Centres (CFCs) in
Energy, enabling us to focus on growing our customers, many of whom had advised the Board that he had been retailer in Australia and grow long-term
Sydney and Melbourne as part of
our core omnichannel supermarket and diligently recycled their soft plastics in invited to assume a full time senior shareholder value.
enhancing our future online home
liquor businesses. the special purpose bins in our executive role in the United States of
delivery business. These CFCs are being I would like to thank all our team
supermarkets. We continue to work as America, which he intended to accept
Today, the Coles business is strong developed in conjunction with our members, who have worked with
FY23 part of the Soft Plastics Taskforce with and as a result, with considerable regret,
and resilient – supported by more than leading technology partner, Ocado. purpose and dedication to deliver strong
Total dividends per share government and industry towards Terry anticipates retiring from the Coles
66c
120,000 dedicated team members, results and for their ongoing commitment
The four Witron and Ocado sites are reintroduction of soft plastics recycling Board around late February 2024.
1,800 stores, 8,000 suppliers and millions to Coles. I also want to thank our many
major, long-term investments that for Australian consumers.
of loyal customers every week. After five years on the Board, in June suppliers, partners and millions of
underscore the critical role technology
During the year, we also made important David Cheesewright retired as a Director customers for their ongoing loyalty.
Importantly, the period since demerger plays in our future in building speed and
progress in diversity and inclusion. and in October, Paul O’Malley who
has also seen solid financial efficiency in our operations and Finally, thank you to you and all our
joined the Board in 2020 will also retire.
performance for shareholders. In FY23, enhancing customer experience with We reached 41.5% of women in shareholders for your ongoing support as
David and Paul have made substantial
Coles delivered Net Profit After Tax of better availability, selection and leadership roles across the Group and a we continue to build the future of Coles.
contributions to Coles during a time of
$1,098 million1, Basic Earnings per Share convenience. company-wide gender pay parity gap
significant progress for the Group. Both
FY23 of 82.3 cents and the Board declared a of less than 1 per cent. Coles was also
The Group’s 2019 Smarter Selling program have played an active role in supporting
Dividend payout ratio fully franked final dividend of 30 cents awarded Employer of Choice for Gender
80%
achieved its target of $1 billion in the reshaping of the business and
per share bringing the full year dividend Equality by the Workplace Gender
cumulative benefits over four years, positioning it for our next period of
to 66 cents per share, representing an Equality Agency (WGEA) for its active
including approximately $220 million in development.
80% dividend payout ratio and an commitment to achieving gender James Graham AM
FY23. The Group will carry forward this
increase of 4.8% compared with FY22. equality. Also during the year, Steven Cain retired. Chairman,
initiative into our evolved strategy to
Steven had led the company through Coles Group Limited
enable ongoing investment with our new Pleasingly, 92% of our supermarkets
the 2018 demerger, established the
Simplify and Save to Invest program. across Australia now employ Aboriginal
strategic priorities for the Group,
and Torres Strait Islander team members.
6 Coles Group 2023 Annual Report 1 On a continuing and discontinued operations basis. Coles Group 2023 Annual Report 7
Managing Director and
Chief Executive Officer’s
Report
Dear Shareholder, customers find value for money with our White Liquorland renewals. We opened and is now ahead of industry average2. During the course of the year, we
Dropped & Locked range, everyday a total of 17 new supermarkets and The mysay engagement score was 10 achieved two incredible milestones:
I feel privileged to be leading Coles as its
trusted pricing, thousands of weekly renewed 46 stores. In Liquor, we opened percentage points above our survey in $50 million raised for RedKite over our
new Managing Director and CEO at an
specials, our Flybuys program and our 35 new stores and renewed 236. FY19, showing strong improvement in our 10-year partnership to support children
exciting time in our history.
exclusive brand portfolio. We also culture over a sustained period. and families affected by cancer, and
In my first months as CEO, I travelled launched MasterChef cookware and We also made an important change
the equivalent of 200 million meals
around the country to listen to team glassware continuity campaigns as well by phasing out soft-plastic shopping We also recorded improvements in team
donated to SecondBite since 2011.
members and customers about what’s as the Harry Potter Magical Builders bags, which is estimated to remove member safety with a 9.2% reduction in
important to them. During that time, I collectables which proved popular with approximately 230 million plastic our Total Recordable Injury Frequency Looking ahead
have been reminded of our strengths, the customers. bags from circulation in one year. Rate (TRIFR) compared to FY22.
As we look to the year ahead, I’m
diversity of the local communities we
We grew the sales and product lines Financial performance Our team members come with a rich mix excited about what we’ll achieve
serve, the passion of our team members, of backgrounds, perspectives and together.
of our Exclusive to Coles range with Coles continued to demonstrate a strong
and the impact we can have on Australia. experience, and we are proud of the
1,421 new products launched. The range financial position and stable returns with Our immediate focus is to restore
Since commencing, we have appointed delivered sales revenue growth of 9.6%, growing diversity within Coles as a result
Group EBITDA and EBIT on a continuing availability, reduce loss and provide a
three new members to the Executive with Q4 growth of 13.1%. Coles Own of programs to enhance representation,
operations basis of $3,382 million and high-quality fresh food offering. We’re
Leadership Team: Chief Customer Brand also won 103 product awards, develop pathways to senior leadership
$1,859 million respectively, and Group also continuing to deliver value for
Officer, Amanda McVay; Coles Liquor including 11 Product of the Year awards and initiatives to foster a greater culture
NPAT of $1,098 million1. customers and improving customer
Chief Executive, Michael Courtney; and voted for by consumers. of inclusion.
experience.
Chief Commercial Officer, Anna Croft, Notwithstanding our investments in
The Flybuys program now reaches In FY23, we improved representation of
who joins us in January 2024. All have value, inflationary cost pressures, and With a focus on what matters most to
approximately 80% of Australian women in leadership to 41.5%, Aboriginal
strong experience in retail and will major project implementation costs, our customers, and prioritising our
households, offering personalised offers and/or Torres Strait Islander self-
support our teams to deliver for Group EBITDA and EBIT from continuing investment accordingly, I am confident
and experiences. In FY23, the program identification to 3.5%, and the number of
customers. operations increased by 3.8% and 1.8% that Coles will deliver on our vision to
continued to perform strongly with 9% team members working with us with a
respectively, supported by Smarter become the most trusted retailer in
We have also refreshed our strategy, and growth in active members and a 30% disability increased to 7.6%.
Selling benefits and a net reduction in Australia and grow long-term
our new purpose – ‘helping Australians increase in points redemption. direct COVID-19 costs compared to the We went big in our celebrations of shareholder value.
eat and live better every day’ – renews prior year. Sydney WorldPride, supporting the event
With our customers seeking greater
Group sales revenue – our ambition to be a great food and as a presenting partner, as part of our
I thank Steven Cain for his leadership of
convenience in how they shop, we
continuing operations drink business. Supermarkets inflation was 6.7% across
commitment to create a safe and
Coles, the Board for their support, and
expanded Rapid Click & Collect by FY23, but moderated during the year, of course our team members for their
$40.5bn
Our customers want Coles to deliver another 151 stores and Home Delivery welcoming environment for LGBTQI+
with Q4 inflation of 5.8% and some areas, dedication to our customers and
value, quality, convenience, and great Rapid by 463 stores. We enhanced our people across our workforce and stores.
such as fresh produce, exiting the year in communities.
service. They want consistency of app and website with a range of new deflation. Population growth increased One of the common things I hear from
availability, shopping that is increasingly features, including opt-in substitutions at I would also like to thank our suppliers
by 2.1%, supporting sales, after a number team members is their passion for
personalised and technology-enabled, check-out, dietary and brand filters, and and customers.
of years of low growth during the supporting our local communities.
healthier food options, and products the integration of Flybuys offers. pandemic. And finally, to our shareholders, thank
and services that are more sustainable. During the year we provided more
you for your continued confidence
Our purpose and strategy will focus us on
Pleasingly, even as customer shopping Team members and than $40 million in support to community
in Coles.
Group EBIT – doing just that.
patterns have normalised, we continued community partners3. These organisations are
to grow eCommerce by 1.1% for the full supporting health and medical research,
continuing operations Strategic and business year. Over the past three years, our The passion and dedication of our more
raising awareness of health and nutrition,
$1.9bn
highlights eCommerce sales have grown by 116%. than 120,000 team members is one of
and building resilience in our communities.
our greatest assets.
In the 2023 financial year, we continued We continued to invest and tailor our In addition, we provided unsold, edible
to deliver for customers and store network to better suit the needs of In FY23 we achieved our highest ever food to rescue organisations such as
Leah Weckert
shareholders. our customers. Our capital investment engagement score in our mysay SecondBite and Foodbank to distribute
Managing Director and
supported the opening and survey. This was an improvement of through agencies and community
Chief Executive Officer,
Cost of living remains the number one three percentage points year on year food programs.
refurbishment of new and existing stores, Coles Group Limited
focus of our customers, and we helped
including Coles Local and our Black &
1 On a continuing and discontinued operations basis.
2 Benchmarked by Culture Amp against Australian companies with more than 5,000 team members.
8 3 Includes Coles’ direct contribution of cash, time and management costs as well as fundraising from 9
Coles Group 2023 Annual Report Coles Group 2023 Annual Report
customers, suppliers and team members (leverage).
Our operations
Key highlights
Helping the family More than 1,400 Exclusive to Coles The Coles Online network was
budget products were launched during the year, expanded during the year,
including through an expanded Coles particularly in the immediacy
Hundreds of prices were
PerForm range, developed in partnership areas of Rapid Click & Collect
dropped and locked across the
with Sports Dietitians Australia, to help and Home Delivery Rapid. Rapid
year as part of the ‘DROPPED &
customers fuel their fitness goals. To Click & Collect is now available
LOCKED’ value campaigns. More
further promote well balanced and in more than 600 stores and
than 4,200 products were placed
healthy eating for our customers, the Home Delivery Rapid is now
on everyday trusted low prices
Joyful low-sugar snack brand was also available from 480 stores.
and we saw continued
launched with bars containing less than
support for our weekly specials
2 grams of sugar per serve.
and promotional programs.
10 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 11
Our operations
Liquor
Key highlights
1 eCommerce gross retail sales excludes liquor sold through coles.com.au which is reported in Supermarkets eComemerce sales, and B2B sales.
12 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 13
How we
Our value drivers
Products and services Team members Financial
create value
Delivering trusted value and quality for With more than 120,000 team members, Strong balance sheet and disciplined
our customers via our extensive exclusive Coles is one of Australia’s largest private capital allocation framework.
brand portfolio and proprietary products. sector employers.
Digital and technology
Customers Network and supply chain
To achieve our strategy, we seek to be purpose-led and need to successfully manage Investing in eCommerce capabilities
We manage approximately 17 million Our extensive retail, supply and and leveraging technology in supply
the environmental, social and governance risks and opportunities in our operations transactions across our store and digital distribution network delivering quality chain and stores to improve productivity.
and across our value chain. Ensuring the long-term sustainability of our operations is platforms each week. products and services for our customers
fundamental to building trust with our customers and community and in delivering no matter how they choose to shop.
1 Includes Coles’ direct contribution of cash, time and management costs as well as fundraising from customers, suppliers and team members (leverage). In-kind
donations valued at $133m is not included in this number. Coles’ community support is verified by the Business for Societal Impact (B4SI) framework.
2 Comprises the FY22 final dividend of 30.0 cents per share and FY23 interim dividend of 36.0 cents per share.
3 33.5% reduction from FY20 baseline.
14 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 15
Sustainability
27.7%
emissions, fostering diversity and
We have continued to work towards our
inclusion and supporting communities.
target of sourcing 100% renewable
Our sustainability strategy, themed under electricity by end of FY25 through onsite
two key focus areas of ‘Together to Zero’ solar and large-scale generation
and ‘Better Together’, sets our ambition certificate (LGC) arrangements which
to reduce our impact on the match our consumption. In July 2022, we
Improvement in TRIFR environment and work together with our commenced our agreement with
from FY22 team members, suppliers, customers and CleanCo in Queensland to purchase
9.2%
community to make a real difference. electricity and LGCs and began our
long-term agreement with Lal Lal Wind
In FY24 we will be refreshing our
Farms in Victoria.
sustainability strategy, both to ensure we
continue responding to the issues that In addition to our renewable electricity
matter most to our stakeholders, and to agreements, we entered into a three-
manage the sustainability risks and year arrangement with Origin with the
opportunities we expect to emerge in aim of installing 20 MW of solar panels on
Equivalent meals donated to
the future. The updated strategy will top of 100 stores, with batteries to be
SecondBite and Foodbank
reflect our recently refreshed purpose installed at one third of the stores to
(20.3m kg, valued at $133m)
and focus our action on high impact capture and store excess electricity
40.1m
sustainability and community initiatives. generated on-site.
1 We understand that if we are to effect We have reduced our Scope 1 and 2
real change and deliver positive social emissions from FY22 by 27.7% (33.5%
and environmental outcomes we cannot reduction from FY20 baseline).
work in isolation – only by working
While continuing to reduce our
together with our team members,
operational emissions, we are also
customers, suppliers and other partners
focused on reducing our Scope 3
will we be able to help create a more
emissions. We have recently announced
sustainable future.
we will work in partnership with more than
A summary of our performance is 75% of our suppliers, by spend, to help
discussed on the following pages, with them set science-based emissions
Pictured: John Said, CEO of Fresh Select Australia speaking to children as part of the ‘Explore a Farm’ program.
1 In addition to unsold edible food, the figure also includes additional bulk food and grocery donations to
16 Coles Group 2023 Annual Report SecondBite and Foodbank.
Coles Group 2023 Annual Report 17
Better together and income certainty. This year Coles leadership and great development In FY23, we introduced a new safety
also launched the Dairy Farm opportunities. metric across the Group. The Safety
Sourcing and farming
Sustainability Accelerator Fund, Index comprises ten key lead and lag
This year we achieved our highest ever
Working together with our farmers, allocating $1.5 million per year for FY24 safety indicators applicable to all
employee engagement score in our
suppliers and industry partners, we are and FY25 to fund sustainability initiatives business units. The Index includes TRIFR, in
mysay engagement survey, an increase
seeking to reduce negative across the Coles dairy farmer group. addition to other metrics involving the
of three percentage points from FY22.
environmental and social impacts proactive identification and
The Coles Nurture Fund – helping Our team members also told us that
associated with our business. management of safety risks, including
Australian food and liquor producers Coles is a great place to work because
training and return to work programs.
Ethical sourcing innovate and grow – has now awarded they feel a sense of belonging, and that
more than $33 million in grants to farmers they can make a positive difference to Supporting communities
Fundamental to the way we operate is our
and producers since 2015 for initiatives to their teams, customers and communities. across Australia
commitment to respecting and protecting
reduce food waste, expand local
human rights throughout our own A team that is better together Coles has a long track record of
production, and protect the
business, as well as in our supply chains. supporting the communities in which we
environment. In FY23, Coles invested We are in the final year of our five-year
live and work, and this year contributed
More than 2,000 suppliers are in scope of $3.6 million in grants to support eight new ‘A Team that is Better Together’ strategy,
$40.7 million in community support1.
our Ethical Sourcing Program (as at end projects, including a plan to develop a which incorporated 15 performance
FY23) and more than 1,100 independent carbon neutral banana range, a system improvement targets under our five focus We are investing in partnerships and
ethical audits have been conducted. to divert packaged food waste from areas of Belonging, Gender equity, programs that support the physical and
More than 4,900 ethical sourcing landfill, and a new farrowing system to Indigenous engagement, Accessibility mental health of Australians, particularly
Pictured: Coles team members, including store manager Jake, at the opening of the new Coles Local
Toorak Village store. audit-related non-conformances were improve animal welfare standards in and Pride. children, as well as improving access to
remediated in FY23. pork production. food for the most vulnerable, supporting
We continued to focus on gender
reduction targets by the end of FY27. The Taskforce has released a Roadmap farmers and producers, conserving our
Sustainable products and ingredients Protecting animal welfare representation in the workforce, with every
Whether a supplier is in the early stages of to Restart, outlining the steps needed to environment, and helping our local
function across the Group now having a
planning their emission reductions, or launch a new supermarket soft plastics We seek independent certification or We care about how the food we sell is communities in times of natural disaster.
gender balance plan. Pleasingly, this year
they have already made significant collection scheme. verification of Coles Own Brand products produced and sourced, and we are
we achieved 41.5% women in leadership, FY23 fundraising highlights include:
progress, we are committed to working associated with higher environmental committed to working with farmers and
Unfortunately, the cessation of the exceeding our target of 40%.
$8.6m
together to support the net zero transition. and labour risks. food producers over the long term, while
REDcycle program had a negative
safeguarding animal welfare. Where Our Aboriginal and Torres Strait Islander FightMND
For further information on how Coles is impact on our target to support industry In recognition of the impacts of food
$3.8m
possible, we source higher welfare workforce representation increased from
managing the risks and opportunities to achieve 100% recyclable, reusable or production on nature and biodiversity, Redkite
meats, eggs and milk for Coles Own 3.2% to 3.5% this year. While this was short
associated with climate change, see compostable packaging by 2025. At the
$1.7m
building on work commenced in FY22 to
Brand products. of our 5% target, we remain committed
pages 43-52. end of FY23, 83.8% of Coles Own Brand better understand the impacts of our Curing Homesickness
to Aboriginal and Torres Strait Islander
packaging was recyclable, down from Coles Own Brand products, this year we This year we progressed our commitment
Waste team member representation across our
94.6% in FY22. completed a deeper assessment on the towards phasing out all caged shell eggs
workforce and we continue to drive Providing relief in times
As a large retailer we recognise we have commodities identified as having the in store by 2025. All Coles Own Brand
With respect to the progress we have recruitment, retention and leadership of natural disaster
an important part to play in reducing highest potential environmental impacts shell eggs sold nationally are cage-free.
made to reduce waste across our own programs in this area.
waste (including food waste) and – this included meat, eggs and dairy, as We have had a Coles Own Brand Coles again stepped up during the year
operations, in FY23 we diverted 84.0% of
packaging in support of Australia’s well as soy in livestock feed, sugar, rice cage-free (barn) egg offering in Western This year, Coles was a presenting partner to provide aid to communities directly
the Group’s solid waste from landfill
transition to a circular economy. and wheat. This work has provided Coles Australia since 2019 and in FY23 we of WorldPride and Sydney Gay and affected by natural disasters.
(against a target of 85% by the end of
with valuable insights that will inform expanded these products to the rest of Lesbian Mardi Gras, and we launched
One of the most significant challenges this FY25), compared with 82.5% in FY22 and Coles Online delivered more than 7,500
further enhancement of our Responsible the states, achieving a major milestone the ‘Everyone is welcome at our table’
year was the collapse of the REDcycle soft 80.6% in FY21. essential groceries and sanitary products
Sourcing Program. of selling more than six million cartons campaign, providing a catalyst for stores
plastics recycling program in November to the evacuation centre at Forbes High
While continuing to focus on reducing from the newly launched range. across the country to celebrate and
2022. It was disappointing not only for Supporting Australian producers School, and hampers to residents in
food waste in store, we are also show support.
Coles, but also for the thousands of Team and community Eugowra, New South Wales, following
supporting our producers by seeking to We want to build strong, multi-
customers who were committed to Health, safety and wellbeing severe flooding. In Victoria, we donated
use as much of the crop yield as possible, generational, collaborative relationships Great place to work
collecting and returning their soft plastics 44 pallets of essential groceries, nappies
for example, through our I’m Perfect fruit with Australian farmers and producers. We are committed to providing our team
to our stores for recycling. Our team members reflect the diverse and cleaning products to the local
and vegetable range. Unsold, edible Their hard work and dedication enables members, customers and visitors with a
communities in which we operate, and Emergency Relief Centre in Shepparton,
Since the collapse of the program and food is also donated to our food rescue us to provide high-quality products to safe place to work and shop, and we
we pride ourselves on providing an and five pallets to the Njernda Aboriginal
following approval from the Australian partners, SecondBite and Foodbank, for our customers. In FY23, more than 96% of seek to foster a culture that supports
engaging environment, inspiring Corporation in Echuca for residents.
Competition and Consumer Commission, distribution through community food fresh produce, by volume, was sourced both physical and mental wellbeing.
Coles has been working as part of the programs. Our partnership with from suppliers all over Australia.
Soft Plastics Taskforce with Government SecondBite reached a major milestone
and industry towards the reintroduction this year – together we achieved the Coles’ ongoing commitment to
of soft plastics recycling for Australian equivalent of more than 200 million meals sustainable dairy farming is evidenced
consumers. donated since 2011, helping to support by our ongoing offer to farmers of either For more information, please refer to the 2023 Sustainability Report,
vulnerable Australians. one, two or three-year agreements, available at www.colesgroup.com.au
providing them with pricing transparency
1 Includes Coles’ direct contribution of cash, time and management costs as well as fundraising from
18 Coles Group 2023 Annual Report customers, suppliers and team members (leverage). In-kind donations valued at $133m is not included in this Coles Group 2023 Annual Report 19
number. Coles’ community support is verified by the Business for Societal Impact (B4SI) framework.
Governance Board
of Directors
Coles Board
20 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 21
Executive Operating and
Leadership Team Financial Review
The Operating and Financial Review other relevant environments that will exist Non-IFRS information
relates to Coles Group Limited (‘the and affect the Group’s business and
This report contains International
Company’) and its controlled entities operations in the future. The Group does
Financial Reporting Standards (‘IFRS’)
(together, ‘Coles’, ‘Coles Group’, or ‘the not give any assurance that the
and non-IFRS financial information. IFRS
Group’). assumptions will prove to be correct. The
financial information is financial
forward-looking statements involve
Forward-looking statements information that is presented in
known and unknown risks, uncertainties
accordance with all relevant
This report contains forward-looking and assumptions, that could cause the
Leah Weckert Charlie (Sharbel Raymond) Elias Matt Swindells accounting standards. Non-IFRS
statements in relation to the Group, actual results, performance or
Managing Director and Chief Financial Officer Chief Operations & Sustainability Officer financial information is financial
including statements regarding the achievements of the Group to be
Chief Executive Officer information that is presented other than
Group’s intent, belief, goals, objectives, materially different from the relevant
in accordance with relevant accounting
opinions, initiatives, commitments or statements. There are also limitations with
standards and may not be directly
current expectations with respect to the respect to scenario analysis, and it is
comparable with other companies’
Group’s business and operations, market difficult to predict which, if any, of the
information.
conditions, results of operations and scenarios might eventuate. Scenario
financial conditions, and risk analysis is not an indication of probable Any non-IFRS financial information
management practices. This report also outcomes and relies on assumptions that included in this report has been labelled
includes forward-looking statements may or may not prove to be correct or to differentiate it from statutory or IFRS
regarding climate change and other eventuate. financial information. Non-IFRS measures
David Brewster Michael Courtney John Cox environmental and energy transition are used by management to assess and
Readers are cautioned not to place
Chief Legal & Safety Officer Chief Executive, Liquor Chief Technology Officer scenarios. Forward-looking statements monitor business performance at the
undue reliance on forward-looking
can generally be identified by the use of Group and segment level, and should
statements. Except as required by
words such as ‘forecast’, ‘estimate’, be considered in addition to, and not as
applicable laws or regulations, the
‘plan’, ‘will’, ‘anticipate’, ‘may’, ‘believe’, a substitute for, IFRS information.
Group does not undertake to publicly
‘should’, ‘expect’, ‘intend’, ‘outlook’, Operating metrics that are prepared on
update, review or revise any of the
‘guidance’ and other similar expressions. a non-IFRS basis have been included in
forward-looking statements or to advise
the segment commentary to support an
Any forward-looking statements are of any change in assumptions on which
understanding of comparable business
based on the Group’s current knowledge any such statement is based. Past
performance. Non-IFRS information is not
and assumptions, including with respect performance cannot be relied on as a
subject to audit or review.
to financial, market, risk, regulatory and guide for future performance.
Sally Fielke Ben Hassing Amanda McVay
General Manager Corporate & Chief Digital Officer Chief Customer Officer
Indigenous Affairs
22 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 23
Business Model and Strategy
Coles is one of Australia’s leading Financial Services. Coles is also a 50% Inspire Customers benefits of approximately $220 million. Win Together 2023, we phased out soft-plastic
retailers, with an extensive national shareholder of Flybuys, a loyalty program These benefits have helped to offset shopping bags in-store and online, a
Coles has continued to invest in trusted Coles has continued to make progress
supermarket and liquor store footprint with more than nine million active rising cost pressures within the business move that is estimated to remove 230
value to ease the burden for those against key areas of our sustainability
and a range of digital platforms allowing members. and allowed us to reinvest in our value million plastic bags from circulation in
households experiencing challenges strategy. We were recognised as an
us to deliver a full service omnichannel proposition and in our growth drivers one year2.
The Group’s core competencies include with cost of living pressures through our Employer of Choice for Gender Equality
experience for customers. We employ such as digital.
merchandising, product development value campaigns. The continued by the Workplace Gender Equality Detailed information on our sustainability
more than 120,000 team members,
and supplier relationships, marketing, success of our exclusive brand offering is Coles achieved a major milestone in Agency. We also reached our target to performance will be available in our
engage with more than 8,000 suppliers,
customer service and maintaining and supported by the launch of 1,421 new modernising its supply chain with the have more than 40% of our leadership 2023 Sustainability Report.
have more than 430,000 direct
operating a national store and digital Exclusive to Coles products and 259 opening of our first Automated positions filled by women and have
shareholders and we welcome millions Portfolio Updates
network. Coles also operates an Exclusive Liquor Brand (‘ELB’) products Distribution Centre (‘ADC’) located in recorded our highest ever mysay
of customers through our store network
integrated supply chain, including with strong sales growth across these Redbank, Queensland and initial engagement score, three percentage In April 2023, Coles entered into a
and digital platforms every week.
logistics, and a national distribution portfolios. Coles received 103 Coles Own commissioning work commencing at points above the May 2022 survey and binding agreement to acquire two
Our vision is to become the most trusted centre network. Brand product awards and 511 Exclusive the New South Wales ADC in line with 10 percentage points above the FY19 automated milk processing facilities from
retailer in Australia and grow long-term Liquor Brand awards. In addition, we schedule. Our investment commenced survey. Coles has achieved a 9.2% Saputo Dairy Australia, to improve the
On 21 September 2022, the Group
shareholder value. expanded our Coles Finest premium in FY19 when we entered into our reduction in Total Recordable Injury security of milk supply and accessing
entered into an agreement to sell its
range to include products such as Coles exclusive partnership with Witron, a Frequency Rate (‘TRIFR’) compared to capacity to facilitate growth through
The Group’s reportable segments from Coles Express fuel and convenience
Finest Beef and Margaret River Shiraz global leader in automated distribution FY22. This was delivered through a focus product innovation. The acquisition of
continuing operations are: retailing operations to Viva Energy Group
Sausages and the Coles Finest lamb centres. We expect this investment to on risk management, including manual these sites is subject to Australian
Limited (‘Viva Energy’), which resulted in
• Supermarkets: fresh food, groceries range. Alongside this, we launched our deliver long-term structural cost handling and mental wellbeing. Coles Competition and Consumer Commission
the Express business being classified as a
and general merchandise retailing ‘LOCKED’ and ‘DROPPED & LOCKED’ advantage in our supply chain through also invested in partnerships and (‘ACCC’) approval and other customary
discontinued operation from that date.
(includes Coles Online and Coles value campaigns. These campaigns automation, data and technology, as programs that support communities closing conditions. As referenced earlier,
Consequently, Express is no longer
Financial Services) include a range of key pantry staples well as improvements in safety, across Australia and help conserve the the Group also completed the
presented in the segment disclosures
• Liquor: liquor retailing, including and provide certainty for customers who availability and sustainability. environment. divestment of our fuel and convenience
from continuing operations for the
online delivery services. are shopping to a budget. They have retailing business in May 2023, enabling
current and prior periods. The sale In Supermarkets, 17 new stores were Coles has maintained its focus on
proven popular, particularly in light of us to focus on growing our omnichannel
completed on 1 May 2023. opened and 46 renewals were reducing emissions and waste, making
Other business operations that are not the inflationary environment and rising supermarket and liquor businesses.
completed during the year, including our further progress towards our target to
separately reportable, such as Property The Group’s four-year “Winning in our cost of living pressures and have been at
innovation store at Southland, Victoria. In reduce combined Scope 1 and 2 Further information can be found in the
and a product supply arrangement, as second century” strategy was set in FY19 the centre of our commitment to deliver
Liquor, we opened 35 new stores and greenhouse gas emissions by more than Group Performance section.
well as costs associated with enterprise and was in place until the end of FY23. In trusted value to our customers.
renewed 236, including opening our first 75% (from an FY20 baseline) by the end
functions, which include Insurance and FY23, Coles achieved several key
Treasury, are included in Other. milestones against this strategy which
Smarter Selling Liquorland in Tasmania and renewing our of FY30. We also set a Scope 3 supplier
475th Black & White Liquorland store in engagement target, validated by the
are detailed below. Building on these This year, the business successfully
Coles is one of the most trusted brands1 Ocean Grove, Victoria. Science Based Targets initiative1. In June
strong foundations, we have refreshed achieved our target of $1 billion of
in Australia. Coles’ brand portfolio
our strategy as set out in the Looking to cumulative Smarter Selling benefits
includes Coles Group, Coles, Coles
the Future section. across our four-year program that was
Local, Liquorland, First Choice Liquor
Market, Vintage Cellars and Coles established in 2019, delivering in year
Our brands
Supermarkets Liquor
Pictured: Team members Lily and Lachlan. In FY23 Coles was recognised as an Employer of Choice for Gender Equality.
1 The Science Based Targets initiative (‘SBTi’) is a partnership between CDP, the United Nations Global Compact, World Resources Institute and the World Wide Fund
for Nature. It provides an independent assessment and validation of net-zero science-based targets in line with a 1.5°C future.
1 December 2022 Roy Morgan ‘Net Trust’ rankings 2 Based on unit sales over 52 week period until 30 April 2023.
24 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 25
Group Performance
affected salaried team members Following further consideration of the further remediation may be necessary,
Group sales revenue ($m) FY23 FY22 CHANGE
covered by the GRIA. issues as they have evolved, Coles and costs associated with this matter
Supermarkets 36,746 34,624 6.1%
announced on 2 June 2023 that it remain uncertain as at the date of this
Liquor 3,610 3,613 (0.1%) In December 2021, the FWO filed
intends to conduct a further remediation report.
Other 127 - n/m proceedings in the Federal Court of
relating to the reconciliation of available
Sales revenue – continuing operations 40,483 38,237 5.9% Australia which include issues relating to In May 2020, a class action proceeding
records of the days and hours of work of
Express – discontinued operations 1
988 1,132 (12.7%) the interpretation and application of was filed in the Federal Court of Australia
salaried supermarket managers. A
various provisions of the GRIA and the in relation to payment of Coles
Total Group sales revenue 41,471 39,369 5.3% provision of $25 million was subsequently
Fair Work Act 2009 (Cth). FWO alleges managers employed in supermarkets.
n/m denotes not meaningful. recognised which is included in the
1 Express FY23 sales are for the ten months until completion on 1 May 2023.
that Coles is obligated to pay a further This matter was heard in conjunction
provision balance of $37 million noted in
$108 million in remediation payments to with the FWO proceedings and
the first paragraph of this section.
7,687 team members for the period 1 judgment has also been reserved. The
Group EBIT ($m) FY23 FY22 CHANGE January 2017 to 31 March 2020. This The FWO matter was heard in a seven potential outcome and total costs
Supermarkets1 1,765 1,715 2.9% group is a subset of the award covered week trial that commenced on 5 June associated with this matter remain
Liquor 157 163 (3.7%) salaried employees which were assessed 2023 and judgment is pending. The uncertain as at the date of this report.
Other (63) (51) 23.5% as part of the 2020 review by Coles. judgment is expected to include
EBIT – continuing operations 1,859 1,827 1.8% Additionally, the period of time covered consideration of threshold issues,
in the proceedings is a lesser period than including interpretation of the GRIA and
Financing costs (394) (360) 9.4%
the period covered in Coles’ Fair Work Act provisions. As such, the
Income tax expense (423) (422) 0.2%
remediation. potential outcome, extent to which
Profit from continuing operations 1,042 1,045 (0.3%)
Profit from discontinued operations, after tax2 56 3 n/m
Net profit after tax 1,098 1,048 4.8%
n/m denotes not meaningful.
1 Includes major project implementation operating expenditure relating to ADCs and CFCs (FY23: $58 million, FY22: $32 million). Earnings Per Share and dividends
2 FY23 includes impacts from the Express divestment including depreciation and amortisation ceasing from the date the assets were held for sale, transaction costs
and a $16 million loss on completion. Basic Earnings per Share (‘EPS’) from continuing operations was 78.1 cents, a 0.6% decrease from the prior year.
FY23 FY22
Highlights Performance overview from million with interest on lease liabilities
Profit for the period ($m)
continuing operations increased due to a combination of new
• Sales revenue growth from continuing Continuing operations 1,042 1,045
leases, including the Redbank ADC, and
operations of 5.9% to $40,483 million. Group sales revenue from continuing Discontinued operations 56 3
higher borrowing costs impacting lease
• EBIT growth from continuing operations of $40,483 million increased Total profit for the period 1,098 1,048
renewals. Also contributing to higher
operations of 1.8% to $1,859 million. by 5.9% with growth in Supermarkets Weighted average number of ordinary shares for basic EPS (shares, million) 1,334 1,330
financing costs was interest on debt and
sales revenue of 6.1% and Liquor sales
• Cash realisation of 102% and net debt borrowings which increased as a result of Weighted average number of ordinary shares for diluted EPS (shares, million) 1,338 1,331
revenue broadly flat, due to cycling
of $521 million. higher interest rates on the short-term EPS attributable to equity holders of the Company
COVID-19 elevated demand in the prior
revolving debt facilities. Basic EPS (cents) 82.3 78.8
• Fully-franked final dividend of 30.0 year. Group sales revenue from
cents per share declared, taking total Award covered salaried team Diluted EPS (cents) 82.1 78.7
continuing and discontinued operations
dividends in relation to FY23 to 66.0 member review EPS attributable to equity holders of the Company from continuing operations
of $41,471 million increased by 5.3%.
cents. Basic EPS (cents) 78.1 78.6
Group EBIT from continuing operations In February 2020, Coles announced it
Diluted EPS (cents) 77.9 78.5
On 1 May 2023, the Group completed increased by 1.8% supported by Smarter was conducting a review into the pay
the sale of its fuel and convenience Selling benefits and a net reduction in arrangements for all team members who The Board has determined a fully franked final dividend of 30.0 cents per share (cps).
retailing business to Viva Energy for $319 direct COVID-19 costs compared to the received a salary and were covered by
FRANKED
million ($300 million proceeds and $19 prior year. the General Retail Industry Award 2010
AMOUNT PER
million working capital adjustment) and (‘GRIA’). The review assessed the
Major project implementation operating In respect of the year: CPS SECURITY
has assigned leases, which represented remuneration paid to 15,011 team
expenditure of $58 million was incurred FY23
a liability at completion, of $728 million. members against the GRIA. Coles
during the year in relation to the two Interim dividend 36.0 cents 36.0 cents
This resulted in Express being classified as conducted a remediation program, and
ADCs and two automated Customer Final dividend 30.0 cents 30.0 cents
a discontinued operation in the FY23 to date Coles has incurred $13 million of
Fulfilment Centres (‘CFCs’), up from $32 FY22
Financial Report. The divestment enables remediation costs. A provision of $37
million in FY22. This was lower than Interim dividend 33.0 cents 33.0 cents
the Group to focus on growing its million (FY22: $12 million) is reflected in
previously forecast largely due to delays
omnichannel supermarket and liquor the FY23 financial statements. Final dividend 30.0 cents 30.0 cents
in the construction and commissioning
businesses.
of the automated CFCs. Depreciation in Following the announcement in
relation to the Redbank ADC of $15 February 2020, the Fair Work
million was also incurred during the year. Ombudsman (‘FWO’) commenced an
investigation into Coles’ pay
Financing costs from continuing
arrangements for a group of the
operations increased by 9.4% to $394
26 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 27
Balance Sheet Cash Flow
A summary of key balance sheet accounts for the Group: Summary cash flows of the Group:
Other 254 323 (21.4%) Net cash flows used in investing activities decreased to $1,000 million, largely driven by the net proceeds from the sale of the
Total liabilities 14,936 15,712 (4.9%) Express business offset by an increase in the Group’s annual capital program.
Net assets 3,356 3,124 7.4%
Trade and other receivables increased Right-of-use assets decreased to $6,507 Capital management
to $605 million largely driven by trade million primarily as a result of the
Interest-bearing liabilities reflect
receivables relating to a product supply divestment of the Express business.
external borrowings and debt capital
arrangement and an increase in GST
Intangible assets increased to $2,035 funding commitments.
receivable.
million driven by the Group’s continued
At 25 June 2023, Coles’ average debt
Inventories decreased to $2,323 million investment in technology, partly offset by
maturity was 5.0 years, with undrawn
largely driven by the divestment of the amortisation for the year.
facilities of $2,303 million. Coles remains
Express business.
Lease liabilities decreased to $7,849 committed to maintaining diversified
Property, plant and equipment million as a result of the sale of the funding sources and extending its debt
increased to $4,985 million largely Express business and the derecognition maturity profile over time.
reflecting the investment in the Group’s of associated lease liabilities by $728
The lease-adjusted leverage ratio at the
annual capital program, partly offset by million.
reporting date was 2.6x on a continuing
depreciation and property divestments
basis, with current published credit
during the year.
ratings of BBB+ with Standard & Poor’s
and Baa1 with Moody’s.
28 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 29
Supermarkets
Segment overview CODB as a percentage of sales Update on ADCs processes for the Victorian CFC.
increased by 20 bps to 21.6%. CODB Following further engagement with
$m FY23 FY22 CHANGE Coles delivered a significant milestone
increased as a result of underlying cost Ocado and in light of the revised hand
Sales revenue 36,746 34,624 6.1% during the year with the Redbank,
inflation and wage increases following over date, the commissioning of the
Queensland ADC commencing
EBITDA 3,157 3,022 4.5% the June 2022 Fair Work Commission Victorian CFC will be delayed with the
outbound deliveries in March 2023. At
EBIT 1,765 1,715 2.9% (‘FWC’) annual wage increase. CODB incremental ramp up period now
year end, the ADC serviced more than
Gross margin (%) 26.4 26.3 5bps was also impacted, particularly in the expected to commence in mid-FY25
100 supermarkets in Queensland with
Cost of doing business (‘CODB’) (%) (21.6) (21.4) 20bps second half, by increased depreciation, (previously mid-FY24). The New South
ramp up in line with schedule. The
EBIT margin (%) 4.8 5.0 (15bps) major project implementation operating Wales CFC is expected to be
recruitment, induction and training of
expenditure, a $25 million provision commissioned with an incremental ramp
Operating metrics (non-IFRS) relating to the 2020 Award covered
the new Redbank team members also
up period commencing at the end of
continued.
salaried team member review and a the second half of FY24 (previously
FY23 2H23 1H23 FY22
range of adverse events, such as Construction progressed at the Kemps second half of FY24).
(52 WEEKS) (25 WEEKS) (27 WEEKS) (52 WEEKS)
additional public holiday costs and Creek, New South Wales ADC. Initial
Gross retail sales1 ($ billions) 38.0 18.4 19.6 35.7 The impacts of the delays are likely
costs associated with the collapse of commissioning work also commenced
Gross retail sales growth (%) 6.6 8.1 5.3 3.0 to increase the project capital and
REDcycle. These costs were partially at the facility in line with schedule.
Comparable sales growth (%) 5.8 6.7 4.9 2.6 operating expenditure by approximately
offset by Smarter Selling benefits and
eCommerce sales ($ billions)
2
2.8 1.4 1.4 2.8 lower direct COVID-19 costs in FY23.
Update on automated CFCs $70 million and $50 million respectively.
Total capital expenditure is now
eCommerce penetration (%) 7.5 7.7 7.2 7.9 Further strategic investments were also As announced on 18 August 2023, Coles
expected to be approximately $400
Sales density per square metre3 (MAT $/sqm) 19,201 19,201 18,651 18,209 made in digital, eCommerce and has received notification from Ocado
million of which 55% has been incurred
Net Promoter Score (point increase/(decrease)) (4.3) (2.7) (5.7) (3.6) technology this year, in areas such as regarding delayed timing for the
to the end of FY23, with the balance
Inflation / (deflation) (%) 6.7 6.0 7.4 1.7 Coles 360 and eCommerce platforms. handover of the Victorian CFC.
expected to be incurred in FY24 and
Inflation / (deflation) excl. tobacco and fresh (%) 7.6 7.7 7.6 1.6 Additional works are required to rectify
Supermarkets EBIT of $1,765 million FY25.
construction issues with the grid
1 Gross retail sales are comprised of retail sales on a gross basis before adjusting for concession sales and the cost of Flybuys scheme points. increased by 2.9% with an EBIT margin
2 eCommerce gross retail sales include Liquor sold through coles.com.au. identified during quality control
of 4.8%.
3 Sales density per square metre is a moving annual total (‘MAT’), calculated on a rolling 52-week basis.
Highlights
Supermarkets sales revenue of $36,746 Pasta Bake and the Coles Finest lamb During the year, Coles’ media income
million for the year increased by 6.1% on range. In the growing pet segment, pet increased by 27.0% with accelerated
the prior year, with growth in the second treats such as the Woofin’ Good Peanut investment in product innovation,
half increasing by 7.7% over the prior Butter Flavour Dog Biscuits and Elevate technology and talent and the
corresponding period compared to 4.6% Joint Support Chew Dog Treats were rebranding of the platform to ‘Coles 360’.
in the first half. launched. The Coles Own Brand
Total Supermarkets price inflation for the
portfolio won 103 product awards
Sales growth was delivered through the year was 6.7% having moderated in the
including 11 consumer-voted Product of
‘DROPPED & LOCKED’ value campaigns second half with continued moderation
the Year awards for products such as our
and the successful execution of trade in the fourth quarter to 5.8%.
Coles Finest Certified Carbon Neutral
plans, including festive events such as
Beef Scotch Fillet Steak, Coles Frozen During the year, Coles completed 46
Easter, Christmas and Mother’s Day.
Sweet Potato Chips and Coles Salted store renewals, including 14 Format A,
More targeted and personalised
Caramel Vienna Sticks. four Format C and four Coles Local
customer experiences and offers, and
stores. Coles also opened 17 new stores
collectible and continuity campaigns, eCommerce sales for the full year
and closed six stores, taking the total
also supported sales growth throughout increased by 1.1% to $2.8 billion. Strong
network to 846 supermarkets.
the year. Excluding tobacco sales, sales sales growth of 10.1% was delivered in
revenue increased by 7.4%. the second half, while sales in the first Gross margin of 26.4% increased by 5 bps
half declined by 6.6% as COVID-19 year-on-year despite investment in value
Customer satisfaction, as measured
behaviours normalised and some and changes in consumer spending
by Net Promoter Score (‘NPS’), was
customers returned to shopping in store. patterns. Gross margin was supported by
impacted during the year, due to
Sales growth was underpinned by 5% reduced COVID-19 costs, the delivery of
availability as well as cost of living
growth in traffic to Coles’ digital assets, Smarter Selling benefits, growth in Coles
pressures that impacted price and value
as well as network expansion, 360 and lower tobacco sales. However,
metrics. Pleasingly, improvements were
particularly in immediacy. Rapid Click & total loss1 increased by approximately
seen in some lead indicators in the fourth
Collect is now available in 606 stores (151 20% year-on-year and remains an
quarter.
stores were added during the year) and industry-wide headwind, with elevated
More than 1,400 Exclusive to Coles Home Delivery Rapid is now available in levels of organised retail crime and
products were launched during the year 480 stores (463 stores were added during customer theft from cost of living
including Coles Kitchen Chicken Pesto the year). pressures.
Pictured: Coles Redbank ADC commenced outbound deliveries in March 2023 and was servicing more than 100 supermarkets in Queensland at year end.
30 Coles Group 2023 Annual Report 1 Total loss includes stock loss and waste and markdown. Coles Group 2023 Annual Report 31
Liquor Other
Highlights
Liquor sales revenue of $3,610 million for During the period, 259 new ELB and Gross margin of 23.4% increased by
the year was flat compared to the prior 627 new local lines were added to the 91 bps driven by strong performance in
year, having declined in the first half by portfolio. In addition, the ELB portfolio ELB and local, value optimisation, mix
2.4% as the business cycled COVID-19- received more than 500 awards, benefits and strategic sourcing.
related on-premise closures and including the Tasmanian Gin of the Year
CODB as a percentage of sales
restrictions before returning to growth trophy at the Melbourne International
increased by 109 bps to 19.0%. This was
of 2.7% in the second half. Spirits Competition for Pure Origin
largely driven by increases in store team
Tasmanian Dry Gin and Tinnies Pale Ale
The sales performance during the year member remuneration relative to the
being awarded the Best English Beer
was driven by a strong performance in prior year following the FWC annual
Pale Ale Trophy in the Pale Ale category,
the Liquorland banner, supported by the wage increase in June 2022, coupled
at the World Beer Awards Competition.
completion of 215 Liquorland Black & with the increase being paid earlier in
White renewals as well as the opening of eCommerce sales revenue of $203 the year than prior years, and costs
35 new Liquor stores. The Ready-to-Drink million increased by 23% compared to (including depreciation) incurred in
category was the strongest performing the prior year driven by on-demand relation to the new store and the
category during the year. Growth in the delivery which is now available in more accelerated Black & White Liquorland
ELB portfolio continued with sales than 660 stores, and the introduction of renewal program, including investments
revenue increasing by 8.5% for the year express delivery through DoorDash and in eCommerce and core IT systems.
and penetration reaching 21% of total UberEats.
EBIT of $157 million decreased by 3.7%
sales as customers became more value
Customer satisfaction (as measured by reflecting increased depreciation and
conscious throughout the year. Sales
NPS) was also impacted by cost of living amortisation following investment in the
revenue also benefited from strong
pressures which impacted value metrics. portfolio as part of the transformation
growth in eCommerce and inflation,
program, most notably the Black & White
driven by supplier-led cost price During the year, 236 store renewals were
Liquorland renewal program and
increases following the semi-annual completed, 35 new stores were opened
eCommerce investments.
excise increases. and 11 stores closed across the
Liquorland, Vintage Cellars and First
Choice banners. At the end of the period
the portfolio comprised 957 stores. Pictured: Team member Dave at one of the Liquorland Black & White renewal stores.
32 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 33
Looking To the Future Risk Management
Coles is one of Australia’s leading We aim to deliver on our purpose by In our first horizon of activity, we will be Our operating environment continues to evolve, resulting in changes to the risks and uncertainties that we face. We regularly
retailers with an extensive national focusing on three strategic pillars: focusing on delivering value, restoring review risks and measures to mitigate risks and support the delivery of our purpose and strategy.
footprint of circa 1,800 supermarket and availability, reducing loss, improving
• Destination for food and drink is why In FY23, Coles’ Risk Management Policy and Coles’ Risk Management Standard (previously called ‘Framework’) were reviewed,
liquor stores. Approximately 17 million store presentation and providing a
our customers come to Coles and with the Board approving amendments to the Risk Management Standard. The design of both the Risk Management Policy and
transactions take place across our store high-quality fresh food offering.
what we aspire to be known for. We Risk Management Standard are based on ISO 31000:2018 Risk Management – Guidelines (‘ISO 31000’), an internationally
and digital platforms each week and our
will tailor our product range, quality, As part of this strategy, we are also recognised set of principles for managing risks in organisations. Further information about our Risk Management Policy and Risk
Flybuys loyalty program reaches
value, merchandising and launching our Simplify and Save to Invest Management Standard is available in Coles’ Corporate Governance Statement.
approximately 80% of all Australian
communication to meet and surpass program which forms part of the third
households.
our customers’ needs. strategic pillar and is designed to deliver
In 2019 following demerger, Coles • Accelerated by digital is how we in excess of $1 billion in cumulative
launched our “Winning in our second intend to meet our customers’ savings over the next four years. This is an
century” strategy with targets through to increasing digital usage by creating evolution of our Smarter Selling program
FY23. Since then, the Australian retail an easier, faster and more enjoyable which successfully concluded this year.
n Policy & Appetite
Risk
environment has changed – including
io
omnichannel shopping experience. By focusing on what matters most to our
at
COVID-19 lockdowns, bushfires and
• Delivered consistently for the future
Re
nic
customers and prioritising our investment
floods, supply chain disruptions, and
vie
is our focus on delighting our accordingly, we feel well positioned to
ng
mu
persisting pressures on household cost of
rti
Ri
customers with our food and drink deliver on our vision to become the most
w
sk
po
living. These events have impacted all
Com
offering each and every day, today trusted retailer in Australia and grow
Ide
Re
Australians and are shaping how we
and into the future. long-term shareholder value.
&
ntifi
evolve our strategy.
Mo itoring
cation
Underpinning our strategic pillars are
To reflect the changing environment, we
building blocks which will enable us to Risk Behaviours
n
have refreshed our purpose to Helping
Australians eat and live better every
deliver on our refreshed purpose: & Attitudes
day. Our priority is to provide leading • Win Together is recognition that we
food, drink and home solutions that are only succeed together with our team,
delicious, sustainable, and healthy for community and suppliers.
our customers. We seek to deliver a
• Foundations of financial discipline,
consistent experience for our customers
t
en
Ri
technology, and data help us deliver k m
Tr
s
every day, both in-store and online. e ss
on our strategic pillars and enable us at
me s se
nt kA
to drive value for our stakeholders. Ris
C o n s u lt a ti o n
A key component of the Risk Management Standard is the risk management process, which defines the process applied within
Coles’ business. Through application of our risk management process we have identified the material external, strategic,
operational, and financial risks that could adversely affect the achievement of our objectives and future financial prospects. These
risks are described in the following tables, together with key mitigations to manage them. There is a high level of interdependency
between risks, which reflects both the potential effect of external risk factors and the integrated processes across our operations.
This means an increased exposure to one material risk may affect risk levels in other areas of our risk profile.
In addition to the material risks listed, our performance may be affected by risks that apply generally to Australian businesses and
the retail industry, as well as by the emergence of new material risks.
Although no longer considered to be a material risk, we anticipate that COVID-19 will continue to affect our business and
communities. We also anticipate that the evolving geopolitical and macro-economic environment will drive continual changes to
Coles’ material and emerging risks during the next financial year and beyond. We will therefore continue to monitor and respond
to further developments as required, including ongoing review and enhancement of our risk mitigation plans.
34 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 35
External and strategic risks
1. Geopolitical and macro-economic 3. Changing consumer behaviour, competition and digital transformation
Description Description
Uncertainty in the global and domestic geopolitical and macro-economic environment, including as a result of relationships Consumer behaviour and expectations continue to change, driven in particular by macro-economic conditions and environmental
between governments (state, federal and international) and global conflicts, can expose Coles to inflationary pressures, supply and climate-related factors. The competitive environment also continues to evolve, with an increased focus on digital, automation
chain disruptions, changes in consumer spending and consumption choices, and increased costs of doing business. and e-commerce to deliver efficiency and a personalised and seamless experience for our customers across our in-store and online
Context Mitigations channels. If Coles fails to keep pace with and respond to these changes and expectations, it could result in loss of market share, and
We expect the geopolitical and macro-economic environment • Strategic and corporate planning and financial review ultimately, adverse margin impacts, reduced customer retention and impact to share price or market value.
in which we operate to remain highly uncertain for the year processes that incorporate scenario planning and Context Mitigations
ahead. consideration of future market conditions. Macro-economic challenges and cost of living pressures have • Monitoring of customer sentiment, best practice global
Consequential impacts to Coles may include: • Maintenance of a strong balance sheet to fund operations driven a customer focus on price and value. This poses a risk to retailers, local and international retail trends and customer
and maximise financial performance. customer spend, but also an opportunity through increased insights and research, to anticipate and respond to changes
• increases in interest rates, energy and input prices
• Execution of cost efficiency programs with the aim of in-home consumption of food and drink. in customer behaviours.
• wage inflation
offsetting inflation and reducing costs while investing in the While customers have returned to stores as COVID-19 risks • Delivery of trusted value to customers through everyday low
• restricted access to, and/or higher costs of funding
business. declined, customer expectations for an integrated, seamless pricing, weekly specials, loyalty offers and exclusive product
• third party (supplier) insolvency ranges. Our ‘DROPPED & LOCKED’ value campaign launched
• Proactive engagement with government stakeholders to in-store and online experience continue to grow.
• disrupted access to export markets in FY23 aims to support customers to manage cost of living
understand and plan for changes in policies and regulations. Other changes in consumer behaviour include increased focus
• disruptions to imports impacting domestic supply of goods pressures.
• Supplier engagement processes to manage issues such as on health, personalisation and convenience, and enhanced
for resale and not for resale • Programs and offers to personalise the customer shopping
supply disruptions and changing input costs. consciousness about consumption choices including on
• cost of living pressures resulting in reduced consumer matters relating to sustainability and the environment. experience, including for Flybuys loyalty customers.
• Established crisis management and business continuity
spending and/or changing consumption choices • Continued enhancement of the customer experience
processes to manage disruptive events.
• risk of recession. through Coles Online, Click & Collect Rapid, Rapid Delivery,
Additional information about how we respond to changes in and the Coles Plus subscription. During FY23, we transitioned
consumer behaviour and expectations can be found in the Coles’ customers to our unified enhanced digital platforms,
Changing consumer behaviour, competition, and digital across the Coles website and app.
transformation risk section. • Partnerships with third party providers to provide convenient,
on-demand delivery services to customers for grocery and
drinks.
2. Climate change and environment
36 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 37
5. Third party dependencies 7. Information technology, resilience, data and cyber security
Description Description
A critical failure or inaction of a key supplier or third party service provider may expose Coles to risks including compromised safety or A failure, attack or disruption to our information technology applications and infrastructure, could impede the processing of
quality standards, cyber security threats and breaches, misalignment with Coles’ ethical and sustainability objectives, disruptions to customer transactions, or limit our ability to receive or distribute stock or funds or otherwise impact the operations of our business.
supply or operations, unrealised benefits, legal and regulatory exposure, additional costs, reduced customer satisfaction and Data and cyber security events can also result in unauthorised disclosure of confidential, financial, or personal information which
reputational damage. may lead to loss in customer trust, market share impact, regulatory and legal action and penalties and reputational damage.
Context Mitigations Context Mitigations (continued)
The increasing complexity of supply chains requires us to • Due diligence processes to assess the adequacy and Coles continues to operate in an increasingly complex • Privacy and information security policies, standards and
actively manage third party dependencies. This includes suitability of key suppliers, service providers and strategic technological environment which increases the potential for procedures, supported by security awareness campaigns
making sure we meet our stakeholders’ expectations to source partners to meet our requirements. impacts to system availability and performance, confidentiality and mandatory training for team members.
products and services that are responsibly and sustainably • Monitoring and management of key suppliers and strategic breaches, and cyber security risks. Contributing factors include: • Regular testing and reviews of information technology
sourced, are able to deliver goods and products to our sites, third parties throughout their engagement with Coles. • our growing external digital footprint and number of third infrastructure, systems, processes, and resilience conducted
stores and customers, support our team members and sustain Defined service level and key performance indicators are in party providers to assess security threats, adequacy of controls and recovery
operations. place for key supply contracts. Risks are managed through readiness.
• high reliance on technology
contractual protections.
Given the challenging macro-economic environment Coles is • external threat landscape including geopolitical unrest and • Supplier due diligence processes which consider suppliers’
at risk of further disruptions to our third parties including as a • Third party management for Goods Not For Resale (‘GNFR’) high profile / high impact cyber security events in the market cyber, information security, privacy, and IT resilience
result of financial insolvency (e.g. Scott’s Refrigerated Logistics), suppliers is governed by the GNFR Third Party Management such as ransomware, data theft and third party compromise. capability.
inability to scale production, cyber events, lack of available Policy, which includes requirements for sourcing, contract • Dual data centres and cloud services support high levels of
Additional information on the Critical Infrastructure legislation
inputs and people resources. management, risk management, buying and invoicing. critical system redundancy and resiliency.
and Coles’ approach to managing related risks can be found
Our suppliers and third parties are also subject to disruptions Automated processes assess and monitor the financial health • Monitoring in place 24/7 for technology operational and
in the Legal and Regulatory risk section.
arising from natural disasters and extreme weather events. of GNFR suppliers on an ongoing basis. cyber incidents. IT incident response capability, disaster
Mitigations
• Business continuity plans consider critical third parties recovery plans and business continuity plans guide our
• Five-year rolling technology strategy which prioritises and
required to continue operating in the event of a business response should an incident or disruption occur. Industry
phases ongoing investment to enhance system stability and
disruption. We initiated contingency plans to ensure experts are retained to be on-call in the event of a cyber
resilience.
adequate supplies of chilled and frozen product in response security incident.
to the financial insolvency of Scott’s Refrigerated Logistics in • Cyber security framework and controls library which is
March 2023. updated regularly and independently assessed to
understand the maturity of our cyber security capabilities
and to identify priority areas for improvement and
6. Supply chain resilience investment. Capabilities are aligned to principles set out in
the Australian Cyber Security Centre Essential Eight Maturity
Description
Model and National Institute of Standards and Technology
An inability of our supply chain to adapt rapidly to disruptions while operating efficiently and sustainably to meet customer (‘NIST’) Cybersecurity Framework.
expectations and support critical business activities, can result in loss of market share, price volatility, increased costs and
reputational damage.
8. People safety
Context Mitigations
Description
While COVID-19-related supply chain disruption declined • Established business continuity processes to plan for and
We employ and engage an extensive and diverse workforce, including third parties, with high volumes of people interactions daily.
during the year, we continued to manage impacts due to manage interruptions to our supply chain and delivery of
This could result in risk of fatality, injuries or illness to team members, customers, suppliers, contractors or visitors, due to accidents,
extreme weather events, supplier failures and insolvency, goods to stores during business disruptive events. Plans are
incidents or unsafe work environments. Furthermore, the challenging macro-economic environment can have adverse impacts on
disruptive incidents, inflation, increasing cost of inputs and updated regularly to take account of changing internal and
team member mental health and wellbeing, and increase the risk of threatening situations faced by team members.
geopolitical factors impacting the availability of raw materials. external risks and conditions such as forecast weather events.
Context Mitigations
La Niña weather patterns in the Eastern states, characterised by • Strategic category planning assesses medium and longer
The safety of our team, customers, third parties and contractors • Health, Safety and Injury Management system (‘SafetyCARE’)
unseasonably cold weather, resulted in significant flooding, term supply security risks and mitigations for domestic and
is paramount to Coles. in place that is supported by a team of experienced safety
cold weather and rain/ hail events impacting fresh produce international supply of goods for resale. Mitigations include
Although the COVID-19 pandemic is no longer assessed as a professionals throughout our network. SafetyCARE
growing conditions, yield, quality and price. Localised flood geographical and supplier diversification and sourcing of
material risk to Coles its impacts will continue to be monitored performance is measured, tracked and reported, and its
events also posed challenges to our and our suppliers’ transport alternative supply arrangements.
and managed, along with the risks and impacts of future effectiveness independently assessed and verified.
and logistics operations, which impacted product availability. • During FY23 reviews were undertaken of supplier
pandemics and communicable diseases. • Five-year safety and wellbeing plan which focusses on key
The anticipated return of El Niño conditions may result in concentration in key categories, and geographical risk
safety obligations and risks.
heatwaves and increased fire risks. across a number of Coles’ fresh produce categories, to The move to hybrid work arrangements requires us to manage
highlight mitigations in place and identify opportunities to physical and psychological risks faced by remote workers or • Regular review of safety risk management and consultation
Longer-term risks including changes in climate, government
further reduce risk of supply disruption. Further information those working from home. processes, including for contractors and third parties.
(domestic and international) and policy and regulation are
about the review of geographical risk across Coles’ fresh • Injury management and return to work programs to support
considered during strategic planning and horizon scanning. Preventing and equipping team members to manage
produce categories is provided in the Climate Change team members who suffer an injury.
threatening situations is a priority focus.
section. • Focus on managing team members’ mental health and
• Strategy developed around the security of our meat supply wellbeing, including through identification of psychosocial
and the 2023 acquisition of two milk processing facilities risk factors, our employee assistance program, flexible
(subject to transaction completion including obtaining working arrangements, training on managing threatening
approval from the ACCC) contribute to supply chain situations and diversity, equity and inclusion programs.
resilience in the key meat and dairy categories.
38 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 39
9. People retention and talent 11. Legal and regulatory
Description Description
Inability to retain skilled team members who are imperative to the execution and delivery of our strategic programs, digital Non-compliance with key laws and regulations, could expose Coles to loss of licence to operate, substantial financial penalties,
transformation, and broader business operations and performance. reputational damage, a deterioration in relationships with regulators, class action or other litigation and additional regulatory
Context Mitigations changes that may adversely impact the execution of our strategy and result in increased cost to operate. Where Coles is a party to
Coles is one of Australia’s largest private-sector employers. We • Our Great place to work strategy focuses on strengthening litigation, it can involve reputational damage, financial costs, and high investment of Company resources and time.
seek to be an Employer of Choice and make Coles a team member engagement, which is measured through our Context Mitigations
workplace in which everyone feels like they belong. mysay team member engagement survey. The diversity of our operations necessitates compliance with
• Compliance standards, requirements and accountability to
With low unemployment rates and inflation placing pressure on • Leadership and development programs to support extensive legislative requirements at all levels of government.
manage compliance obligations are set out in our
wages, Coles faces competition to retain skilled team development of leaders and career growth of key talent. This includes:
Compliance Policy and Framework, which is based on AS ISO
members. Investment in graduate and industry learning programs. • corporations law 37301:2023, Compliance Management Systems –
• Team member performance process which aligns objective • competition and consumer law Requirements with guidance. The Compliance Framework is
setting to strategy, provides opportunity to seek and give • discrimination law regularly reviewed and assessed, including through internal
feedback for learning and development, and celebrates audit processes.
• health and safety
progress and achievements.
• industrial relations • Obligation registers in key areas help to assess compliance
• Recognition programs including our Of the Year awards and with legislative obligations and identify actions to strengthen
• employment
our mythanks digital reward and recognition program which compliance controls.
• privacy
was released in FY23.
• Program in place to comply with newly introduced SOCI Act
• product and food safety
• Commitment to flexible working to enable our team members obligations, which seeks to uplift the security and resilience of
to manage work and personal circumstances. • modern slavery
Australia’s critical assets.
• Regular discussions on talent and succession planning held • environment and biosecurity
• Legal and compliance teams monitor and manage legal
with the ELT and People and Culture Committee. • council by-laws
issues, matters, claims and disputes. These teams are
• The People and Culture Committee oversees and • measurements supported by pre-agreed panel arrangements with external
recommends Board approval of people and culture, talent • Critical Infrastructure Act 2018 (Cth) (‘SOCI Act’) including legal firms. Potential litigation claims are assessed to
management, remuneration and incentive frameworks, cyber security obligations. understand loss potential.
policies and plans. The Board is accountable for approving This risk may become heightened due to the introduction of • Relationships maintained with regulators and industry bodies
Group remuneration policies. new and changing regulation and reporting requirements to to monitor new and impending legislative and policy
which Coles must comply, or uncertainty regarding the changes in order to respond accordingly.
interpretation or application of relevant regulatory instruments
10. Industrial relations
such as modern awards.
Description
As we execute our strategy, workforce changes (company, industry or legislature driven) may lead to industrial action and/or
12. Ethical sourcing
disruptions to our operations, which can result in increased costs, litigation and financial impacts from reputational damage.
Context Mitigations Description
Risk of modern slavery, breach of workers’ human rights or breach of laws designed to protect human rights in our own operations
Changes in industrial relations and collective bargaining • Dedicated Employee Relations resources who are responsible
or extended supply chain is a risk for Coles.
legislation, along with planned changes in our supply chain for monitoring and responding to industrial relations risks and
operations, can affect our exposure to this risk. issues. Context Mitigations
Failure to source product or conduct our business in a manner • Ethical Sourcing policy which is based on international
The federal government passed the Fair Work Amendment Act • Implementation of appropriate enterprise agreements and
that complies with our Coles Ethical Sourcing Policy and standards and sets out the minimum standards for our
in 2022 which made important changes to multi-employer employee relations strategies. Proactive management of
relevant legal requirements across Australia and the countries suppliers.
bargaining, gender pay gaps, fixed term contracts and flexible renegotiation of enterprise agreements.
we source from, can impact worker safety, wellbeing and/or • Ethical Sourcing Program which takes a risk-based approach
rostering. Further changes are planned in late 2023 regarding • Maintenance and development of strong working living conditions. to define the level of due diligence, audit frequency and
casual employment, labour hire, gig economy and wage theft. relationships with unions and industry organisations.
It can also result in material reputational damage, loss in monitoring that applies to suppliers. The program covers
We are committed to working collaboratively with our team Constructive liaison with team members, third party suppliers,
consumer confidence and market share, regulator fines and trade and GNFR suppliers, exclusive brands and Liquor.
and external stakeholders to renew workplace agreements. transport and logistics providers.
penalties, and adverse financial performance. • During FY23 we continued to focus on embedding the
• Business continuity plans in place to mitigate disruption to program across the business and building trust and
Additional information on Coles’ Ethical Sourcing Program can
operations if industrial action occurs. strengthening relationships with suppliers and workers,
be found in our Modern Slavery Statement.
including ongoing activities to review accommodation
standards for workers in Australia.
• Ethical Sourcing risk indicators measure timely management
action in response to supply chain ethical audit non-
conformances.
• Standard supply contract terms and conditions define
expectations of supplier conduct.
• Coles’ whistle-blower hotline and dedicated supply chain
wages and conditions hotline enable reporting of unethical,
illegal, fraudulent or undesirable conduct.
40 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 41
13. Product and food safety
Climate Change
Description
The risk of selling or serving a product that is unsafe may cause serious illness, injury or death and/or result in loss of reputation or
litigation.
Coles understands our responsibility to minimise our environmental footprint, as well as to mitigate the environmental and social
Context Mitigations
impacts of climate change. We are doing this by:
Product and food safety, and quality are critical for Coles. • Product and food safety programs (including safety plans
• building the resilience of our business, our community and our value chain against climate change impacts, both physical and
Serious illness, injury or death are the most severe potential risks and assurance programs for exclusive brands/products) are
transitional (manage climate risks and opportunities);
from compromised product or food safety. in place and regularly reviewed.
• taking action to reduce our climate impacts (decarbonisation1); and
• Governance forums manage and monitor emerging food
These risks may result in loss of sales and market share,
and product safety risks, food security risks and regulatory • constructively engaging on issues and challenges associated with climate change and climate policy (influence climate
regulatory exposure, and potential litigation.
changes. action).
• Food risk and hazard assessment processes are based on the
We are committed to engaging with our stakeholders and disclosing how we identify, assess and manage climate-related
Food Standards Australia New Zealand (‘FSANZ’) Standard.
financial risks and opportunities, and seek to align with the recommendations of the Task Force on Climate-related Financial
• Supplier quality management processes reduce product and Disclosures (‘TCFD’).
food safety risks. Training is provided to suppliers and team
members in food safety and quality management. Key actions taken to align with the TCFD
• Withdrawal and recall processes remove defective and
potentially unsafe product from our stores and supply chain. FY20 FY21 FY22 FY23 FY24 & beyond
• Quality, complaints and incident processes help identify and
drive response to safety risks. Published Board Released refreshed Further developed Completed a risk Progress our Climate
approved Climate Sustainability scenario analysis analysis of the Action Roadmap.
Change Position Strategy – including work. This provided physical impacts of
Financial risks Statement. Scope 1 and 2 information on future climate change on
Develop a Climate
Transition Plan for
emissions reduction climate scenarios, as Coles’ asset portfolio,
Three-year TCFD Coles.
14. Financial, treasury and insurance targets. well as climate- The scope of the
Roadmap endorsed
related commodity assessment
Description by the Board (based Updated assessment
risks and encompassed the
The availability of funding and management of capital and liquidity are important requirements to fund our business operations and on 2017 TCFD of Coles’ climate-
opportunities. store network,
growth. In addition, we are exposed to material adverse fluctuations in interest rates, foreign exchange rates and commodity recommendations). related risks and
distribution centres
movements that could impact business profitability. opportunities. Assessed fifty-five
Formalised and supply routes.
core commodities
Context Mitigations governance Undertook high-level
(covering ~60% of Set a Scope 3
Changes in the macro-economic environment can expose us • Group Treasury manages cash funding position and supports arrangements scenario analysis on
Coles’ revenue) supplier engagement
to adverse movements in interest rates, foreign exchange rates interest rate and foreign currency risk management. relating to climate the impacts of
against both physical target validated by
and commodity prices, and present barriers to funding our • Treasury and related policies govern management of our change. climate change on
and transitional the Science Based
business operations. financial risks, including liquidity, interest rates, foreign the resilience of our
climate Targets initiative.
We may also be exposed to financial loss from accidents, currency, commodity risks and use of derivatives. Further strategy. Three
vulnerabilities.
natural disasters and other events. Insurance is a tool used to information is included in Note 4.2 Financial Risk possible climate Commenced the
Subsequently
protect our customers, team members and the Group against Management of the Financial Report. change 2030 development of a
undertook a ‘deep
(insurable) financial loss. • We may choose to self-insure a significant proportion of some scenarios were used Climate Action
dive’ into 10
insurable risks. In the event of an incident, the cost is covered (stated policies; Roadmap to meet
commodities
from internal premiums charged to the business, or the losses ambitious global current and
assessed as being
are absorbed. climate action; and emerging climate
highly vulnerable to
• The Group Insurance function manages self-insurance and runaway climate disclosure
climate risks to inform
purchase of external insurance to optimise cover and value. change) to test requirements.
mitigating actions.
Self-insured risks are monitored and programs are in place to strategic resilience.
help us pre-empt and mitigate losses.
• An external actuary helps determine self-insurance liabilities
recognised in the Statement of Financial Position.
1 Coles currently does not purchase carbon offsets to decarbonise its operations. Carbon offsets are only purchased for the purpose of the Coles Finest carbon
neutral beef and pork products.
42 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 43
Governance Strategy • Flooding events drive approximately In response, we are seeking to partner Climate change has been identified and Our assessment includes the following
60% of financial losses across the with suppliers developing new growing disclosed as a material risk to the Group risks:
The Board oversees and approves the The focus this year has been on two key
portfolio. The financial impact of regions (e.g. bananas grown in regions since FY19. Refer to the Risk
strategic direction of the Group and pieces of work – the completion of a • Transition – risks associated with the
flooding events is estimated to other than Far North Queensland, which Management section for further
oversees the effectiveness of Coles’ physical risk assessment of our assets and transition to a lower carbon economy
increase by around 23% over the next is prone to cyclones) or ‘spreading out’ information on Coles’ material risks.
sustainability and governance policies operations, and the development of a including management of
10 years when assessing against RCP existing regions to reduce geographical
and practices, including exposure to Climate Action Roadmap, which will be Climate change risk exposure, together heightened stakeholder
8.5 2030 (Intergovernmental Panel on concentration and investing in purpose
climate change and other ongoing in FY24. with associated management plans, risk expectations, policy, regulatory and
Climate Change high-emissions built and technologically advanced
environmental and social risks, and appetites and metrics, is reported to the legal changes, and technological
Physical risk assessment scenario). facilities (such as covered cropping).
opportunities. The Audit and Risk Executive Leadership Team, the Audit developments.
• The distribution network (distribution Climate Action Roadmap and Risk Committee, and the Board
Committee supports the Board in fulfilling Over recent years Coles has • Physical – risks associated with acute
centres and transport routes) was regularly during the year, along with the
its responsibilities including evaluating experienced the physical and financial event driven weather impacts, for
found to be the area of highest risk Building on work undertaken over the
the adequacy and effectiveness of the impacts of extreme weather events such broader suite of material risks to the example increasing severity of
due to the scale of potential past three years to align our approach
Group’s identification and management as floods, cyclones, and bushfires. These Group. extreme weather events, and chronic
downstream impacts. Resilience of with the 2017 recommendations of the
of environmental and social impacts include physical damage to long-term shifts in climate patterns.
the distribution network is therefore a TCFD, this year we commenced the Climate change risk is supported by an
sustainability risks and its disclosure of assets, inability to access assets and
critical consideration in all operations development of a Climate Action underlying climate change risk and
any material exposures to those risks, equipment, loss of revenue from store A description of Coles’ transition and
and future asset planning. Roadmap (‘the Roadmap’). It is opportunity profile. This profile identifies
including financial and non-financial closures, and decreases in the efficiency physical risks and management
anticipated the Roadmap will include transition and physical climate change
risks. of equipment sensitive to climate (e.g. • Coles has a high reliance on asset response, as well as future opportunities,
key actions for Coles over the short, risks and opportunities impacting the
refrigeration, heating and cooling). For integrity and function of third party is presented in the following table. Many
The Chief Operations and Sustainability medium and long term to manage Group, together with associated actions
this reason, prior to finalising the location assets, such as transport of the downside risks are also considered
Officer, a member of the ELT reporting to climate-related risks and opportunities and management plans. These risks and
of our new ADC in Redbank, infrastructure, distribution centres and to be material business risks to the Coles
the Chief Executive Officer, provides effectively and respond to stakeholder opportunities are presented in the
Queensland, we undertook extensive shopping centres. Group. Analysis of the risk exposures
regular updates to the Board and the expectations. following section.
analysis of potential flooding impacts as considered financial, reputational,
Audit and Risk Committee on In FY24, we will use these findings to health and safety, legal and regulatory,
part of the location planning process. The Roadmap will seek to further align During FY23, we also incorporated the
sustainability risks, issues and progress inform our climate risk management and operational consequences in the
Coles to the TCFD and other current and management of climate change risks
against commitments. Standardised Climate change projections show that approach. short-term (0 to 2 years), medium-term (2
emerging disclosure frameworks – and opportunities within the Coles Risk
quarterly reporting, with performance the intensity and frequency of extreme to 10 years) and long-term (10+ years).
Managing supply chain disruption including the Transition Plan Taskforce Management Standard. This update was
monitoring against our sustainability weather events in Australia are only
– fresh produce Disclosure Framework (UK) and IFRS S2 approved by the Board in June 2023.
commitments (which includes our going to increase1, exacerbating Potential financial impacts include:
Climate-related Disclosures issued by the
emission reduction targets) is also impacts on our business. In FY23, we In recent years Coles has experienced Further information about our Risk revenue streams, operational and
International Sustainability Standards
provided to the Board. completed an assessment of Coles’ supply chain disruptions to several fresh Management Policy and Risk capital costs, asset values, cost of
Board (‘ISSB’).
assets and operations (including stores, produce categories because of extreme Management Standard is available in finance and insurance premiums, and
During FY23 the Board was also market share.
distribution centres, and key transport weather events and changing weather The scenario analysis we undertook in Coles’ Corporate Governance
presented with updates on market
routes) that built on the high-level patterns. FY21 and FY22 will inform the Statement.
developments (including emerging Consideration has also been given to
physical risk assessment completed in development of the Roadmap. Detail of
disclosure frameworks) in relation to During FY23, we reviewed several Climate-related risks the potential financial impacts of
FY22. This work involved engagement the scenario analysis undertaken in prior
climate change and nature, as well as categories within fresh produce climate-related risks on the carrying
with different parts of the business to years is available in our FY21 and FY22 As noted in the previous section, we
information on how we are mitigating considered to be at risk from a value of goodwill through a qualitative
understand historical events and Annual Reports. recognise that Coles is exposed to
risks associated with geographical geographical concentration review of the Group’s climate change
impacts, determine an asset criticality increasing climate-related risks.
concentration in fresh produce perspective. In determining the level of Risk management risk assessment. This review did not
framework and to inform where to focus Changing weather patterns and climate
categories. The Board reviews Coles’ risk, we considered both the financial identify any material financial reporting
the risk assessment and We apply an integrated Group-wide extremes are happening at an increased
corporate strategy annually which loss (as a percentage of fresh produce impacts.
recommendations. approach to the management of risk pace1, emphasising the need to
includes considering whether it is sales) resulting from an impact to a ‘high
through the application of the Coles Risk develop, refine and implement
responsive to the future risks and Key findings from the assessment include: geographically concentrated’ region,
Management Standard. adaptation and mitigation actions to
opportunities arising from the transition and the likelihood, after accounting for
• The financial impact of physical address the changing nature of climate
to a net zero economy. risk mitigation factors and impacts
climate risk in the store network is not risk now and in the future.
associated with historical weather
With the Environmental, Social and materially significant in the context of
events.
Governance (‘ESG’) landscape Coles’ total portfolio, which is well
continuing to rapidly evolve, in FY23 we diversified across assets and regions. While no categories were deemed high
have been working through a review of In addition, with respect to store risk due to the ability to source
our overall sustainability governance design, the specifications used alternative supply, high substitutability
arrangements. During this period, the already take into consideration future and the likelihood that material impacts
primary management governance conditions to improve resilience in of extreme weather events would be
forums for sustainability have been the extreme weather (for example, new industry wide, four fresh produce
quarterly business reviews, attended by stores are designed for a one in categories were considered to be
members of the ELT, and ELT meetings. 100-year storm event). The design medium risk – namely, lettuce,
brief is frequently updated. strawberries, berries and bananas.
1 Source: IPCC WGII AR6 Fact Sheets – Australasia: Fact Sheets | Climate Change 2022: Impacts, Adaptation and Vulnerability (ipcc.ch) 1 Intergovernmental Panel on Climate Change (IPCC) AR6 Synthesis Report, March 2023 (AR6 Synthesis Report: Climate Change 2023 — IPCC.)
44 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 45
Transition risks Risk 3 – Low emissions technology development and adoption
Risk 1 – Changing stakeholder expectations of acceptable climate performance Description Decarbonising, or becoming more resilient to climate impacts, can be aided by
technology. Delayed adoption of new technologies can reduce our competitiveness
Description Coles seeks to minimise the impact of its operations on the environment. We also
and increase our exposure to energy market volatility. Delays may occur when there
recognise the expectations and preferences of our team members, customers,
are limited suppliers in the market to source new technologies; when there is
community, investors and NGOs are shifting in relation to climate change and the
inadequate infrastructure to support technology adoption; or when there is a lack of
environment. This includes enhanced expectations around minimising the impact of
people trained in the installation, operation and maintenance of the technology.
climate-related disruptions to our customers, improving energy efficiency, offering
Relevant TCFD risk category
sustainable products and reducing greenhouse gas emissions.
Technology
Relevant TCFD risk category
Reputation Market
Relevant TCFD financial impact category Expenditure, assets and liabilities, capital financing
Potential financial impacts • Write-offs or early retirement of existing assets.
Relevant TCFD financial impact category Revenue, expenditure, assets and liabilities, capital financing
• Increased costs associated with investment in the research, development and
Potential financial impacts • Decreased revenue due to reduced demand for goods and services.
implementation of new technology.
• Increased costs due to turnover in team members or third parties with whom we
• Increased costs to adopt new practices and processes, including upskilling
do business.
workforce capabilities.
Our management response • Sustainability strategy incorporating our emissions reduction targets. Refer to the
Our management response • Regularly assessing new technologies with the potential to advance how we
Metrics and Targets section for further information.
mitigate or adapt to climate change through literature reviews, attending
• Teams and processes in place to understand, monitor and respond to the
conferences, and assessing inbound requests from potential suppliers to review
concerns and expectations of team members, customers, investors, NGOs and
their products.
the community more broadly.
• Energy purchasing, market services and energy asset strategy to manage and
• Governance arrangements to manage and monitor the development and
orchestrate energy consumption and cost to supermarkets, including renewable
progress against sustainability goals and initiatives, including those related to
energy contracts and orchestration agreements.
climate change.
• Strategies developed to replace existing refrigeration and heating, ventilation
Medium- and long-term considerations • Monitoring for shifts in consumer preferences in favour of lower emissions and
and air conditioning assets with systems that run on lower global warming
fewer water-intensive products.
potential gases and natural refrigerants.
Risk 2 – Changing policy, regulatory and legal requirements to decarbonise and manage climate risk Medium- and long-term considerations • Adequacy of infrastructure to support increasing uptake of electric vehicles in
Australia.
Description New and evolving climate-related policies and regulations may impose
requirements that affect the way our business operates. These may include policies
Risk 4 – Decreased access to insurance and finance
and regulations designed to limit the impacts of climate change, or transition to a
Description Banks and insurers may become increasingly reluctant to support businesses and
lower carbon economy. Ongoing monitoring and assessment of changing
operations with significant exposure to climate risks and inadequate processes to
regulations is required to determine whether action is needed to manage
manage these risks.
compliance.
Relevant TCFD risk category
Relevant TCFD risk category
Policy & Legal
Policy & Legal
Relevant TCFD financial impact category Expenditure, asset and liabilities, capital financing
Relevant TCFD financial impact category Expenditure
Potential financial impacts • Increased cost of finance.
Potential financial impacts • Increased costs to comply with changing requirements.
• Higher insurance premiums.
• Increased costs associated with offsetting carbon-intensive operations or
products. • Unavailability of insurance for activities or sites located in specific high-risk areas.
Our management response • Regulatory non-compliance is one of our material business risks and is managed Our management response • Coles’ Sustainability Strategy (and associated metrics and targets) has facilitated
with regards to the risk appetite statements and key risk indicators agreed by the access to the sustainable finance markets. Coles has established a total of $1.425
Board. Refer to the Risk Management section for further information about risk billion bilateral bank facilities in sustainability linked loan formats (‘SLLs’). The SLLs
mitigations. draw a direct line between our sustainability performance and our cost of
capital. Coles is incentivised through margin adjustments to achieve sustainability
• Monitoring of new and impending legislative and policy changes, as well as
targets linked to Scope 1 and 2 emission reductions, waste diversion from landfill,
participation in policy consultations to influence change.
and women in leadership.
• Annual emissions reporting to the Clean Energy Regulator under the National
• Transferring risk through the insurance market where it is competitive to do so and
Greenhouse and Energy Reporting scheme.
based on exposure to the balance sheet. Coles Captive Insurance is used as a
• Compliance and legal teams train and support relevant teams on sustainability
mechanism to fund additional exposures that cannot be risk transferred to a
related advertising and claims to make sure they are not misleading or contrary
certain extent.
to Australian Consumer Law.
• Natural catastrophe modelling to give confidence to external insurers. This
Medium- and long-term considerations • Managing the divergence in environmental requirements imposed by state-
modelling will be revisited at least every two years or earlier if there is evidence
based legislation in the absence of a national approach.
that the modelling has become outdated.
• Monitoring of external trends relating to climate litigation and direct claims being
Medium- and long-term considerations • Increased insurance exclusion clauses for specific regions susceptible to extreme
made against companies internationally and domestically.
weather events.
46 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 47
Physical risks Risk 7 – Operational resilience
Risk 5 – People safety and wellbeing (Coles team members and broader supply chain) Description Acute and chronic weather events can result in disruption to our stores and
distribution centres through physical damage to assets and equipment, and/or the
Description Increases in the frequency and intensity of extreme weather events, and changes in
inability to access facilities and major transport routes. There may also be more
weather patterns, can lead to increasing health and safety risks to Coles’ team
frequent and prolonged instances of power outages, as well as decreases in the
members, customers, and third party suppliers and providers. This includes exposure
efficiency and resilience of assets and equipment that are sensitive to climate (e.g.
to the risk of physical harm, as well as adverse health and wellbeing impacts
refrigeration units, heating and cooling).
including to mental health.
Relevant TCFD risk category
Relevant TCFD risk category Acute Chronic
Acute Chronic
Relevant TCFD financial impact category Revenue, expenditure, assets and liabilities, capital financing
Relevant TCFD financial impact category Expenditure
Potential financial impacts • Increased operating and capital costs.
Potential financial impacts • Increased operating costs associated with implementing plans to reduce and
• Increased costs to repair, maintain or replace assets.
mitigate the health and wellbeing impacts to our team members, customers, and
third party suppliers and providers. • Reduced revenue and/or stock loss.
• Increased costs associated with employee leave, including disaster leave, • Increased insurance premiums.
absenteeism and/or turnover. • Write-offs or impairment of assets.
Our management response • People safety is a material business risk and is managed with regards to the risk Our management response • Supply chain resilience is a material business risk and is managed with regard to
appetite statements and key risk indicators agreed by the Board. Refer to the Risk risk appetite statements and key risk indicators agreed by the Board. Refer to the
Management section for further information about risk mitigations. Risk Management section for further information about risk mitigations.
• The Coles Health, Safety and Injury Management system (SafetyCARE) and the • Store design specifications consider their resilience in extreme conditions.
safety plans for each of our segments factor in the acute impacts (e.g. bushfires) • Ongoing maintenance and asset replacement program aimed at progressively
and chronic impacts (e.g. heat fatigue) of climate change. maintaining and replacing assets when required.
• Every store has an emergency response plan, informed by a safety risk assessment • Stock planning in areas affected by cyclone activity (e.g. WA, QLD), and other
that factors in bushfire, flood and cyclone zones. forecast weather events to ensure stores are sufficiently stocked before entering
• Learnings from incidents and events, and opportunities for improvement, are cyclone season.
identified and incorporated into our safety, emergency management and • Insurance arrangements are in place for property and business interruption
response plans and processes. (subject to policy terms, conditions and exclusions).
Medium- and long-term considerations • The types of people safety and wellbeing risks are expected to be the same in the • Completion of a physical climate risk assessment to understand the potential
medium and long-term, however their impact may be amplified by an increase in physical impacts of climate change on Coles’ assets and operations and identify
the frequency and/or intensity of extreme weather events and changing weather mitigation actions to improve climate resilience.
patterns. Medium- and long-term considerations • Continuous increases in the frequency and/or severity of natural hazards and the
potential impact on our assets, particularly ageing assets, and third party logistics
Risk 6 – Food safety and quality infrastructure.
Description An increase in the frequency and severity of extreme weather events and long-term
shifts in climate patterns can lead to food safety and quality risks throughout the Risk 8 – Supply security
supply chain, including changing persistence and occurrence of pests and diseases, Description Our ability to source products domestically and internationally can be adversely
food and soil contamination, and lower than expected shelf-life for fresh produce. impacted by climate change. The occurrence of extreme weather events and
Relevant TCFD risk category longer-term changes in weather patterns can reduce supplier productivity and
Acute Chronic
availability of supply.
Relevant TCFD risk category
Relevant TCFD financial impact category Expenditure
Acute Chronic
Potential financial impacts • Decreased revenue due to reduced availability of supply.
• Increased operating costs associated with implementing plans to reduce and Relevant TCFD financial impact category Revenue, expenditure
mitigate impacts to food and product safety and quality. Potential financial impacts • Decreased revenue due to reduced availability of supply.
Our management response • Product and food safety is a material business risk and is managed with regards to • Increased costs to import products from overseas or diversify supplier base.
the risk appetite statements and key risk indicators agreed by the Board. Refer to • Increased exposure to price volatility.
the Risk Management section for further information about risk mitigations. Our management response • Supply chain resilience is a material business risk and is managed with regard to
• Disaster recovery checklists established to help suppliers recover from the impact the risk appetite statements and key risk indicators agreed by the Board. Refer to
of extreme weather events on food safety. the Risk Management section for further information about risk mitigations.
• Developing a food safety strategy to improve the management of food safety • During FY23 reviews were undertaken of supplier concentration in key categories,
across the supply chain considering likely changes in climatic conditions. and geographical risk across a number of Coles’ fresh produce categories, to
Medium- and long-term considerations • The types of food safety and quality risks are expected to be the same in the highlight mitigations in place and identify opportunities to further reduce risk of
medium and long-term, however their impact may be amplified by an increase in supply disruption.
the frequency and/or intensity of extreme weather events and changing weather • Medium and longer-term supply security risks and mitigations are assessed on an
patterns. ongoing basis as part of category planning.
• Strategy developed around the security of our meat supply.
• Provision of support to suppliers through grants for climate change adaptation
and mitigation initiatives via the Coles Nurture Fund.
• Disaster relief packages are available to suppliers on an ad hoc basis.
Medium- and long-term considerations • Increasing frequency and/or severity of extreme weather events and changing
climate patterns may result in the risk of supplier consolidation.
48 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 49
Climate-related opportunities Metrics and targets agreement which commenced in 2021 Wales. All three systems are expected to
with MYTILINEOS in New South Wales. be energised in either FY24 or FY25.
Opportunity 1 – Resource efficiency and greenhouse gas reduction In FY21, we announced targets to reduce
greenhouse gas emissions including the We are aiming to purchase more than Coles and Origin recently signed an
Description We are continuing to increase our resource efficiency and reduce greenhouse gas
following commitments: 90% of our electricity in Queensland for agreement which will see the
emissions in areas over which we have control and influence.
10 years from CleanCo, the state-owned companies co-invest in solar, batteries
Relevant TCFD opportunity category • to deliver net zero greenhouse gas
Resource Efficiency Energy Source low-emissions energy generator, retailer and flexible load controls across Coles
emissions by 20501
and developer. In addition to Clean Co’s stores nationally. The agreement is
Potential financial benefits • Reduced operating costs (e.g. through efficiency gains and cost reductions) • for the entire Coles Group to be existing low emissions portfolio, the expected to lower Coles’ emissions,
powered by 100% renewable retailer will support Coles through reduce electricity consumption from the
• Increased production capacity
electricity by the end of FY25 (refer to agreements with Western Downs Green grid and bring down operational costs,
Our management response • Detailed information on how we are working to increase resource efficiency and
the Renewable electricity section for Power Hub (set to be Australia’s largest with solar to be delivered at 20 stores in
reduce greenhouse gas emissions is provided in the following Metrics and Targets
further information) solar farm when completed) and the FY24. Over the next three years, the
section.
• to reduce combined Scope 1 and 2 MacIntyre Wind Farm (one of the largest companies aim to install 20 MW of solar
Opportunity 2 – Increased operational resilience, supply chain resilience and business continuity planning greenhouse gas emissions by more wind farms to be built in the Southern panels on top of 100 stores, with batteries
than 75% by the end of FY30 (from a Hemisphere, with 180 turbines). to be installed at one third of the stores
Description We are seeking to build the resilience of our business, our community and our value
FY20 baseline). In July 2023 this target to capture and store excess renewable
chain against climate-related impacts, both physical and transitional. Our agreement with Lal Lal Wind Farms
was validated by the Science Based electricity generated on-site. In addition,
Relevant TCFD opportunity category will enable us to purchase LGCs from the
Resilience Targets initiative (‘SBTi’)2 and classified Coles’ rooftop solar, batteries, and
wind farms near Ballarat, Victoria until
as 1.5°C aligned, currently the most energy assets such as in-store heating,
the end of 2030. Lal Lal Wind Farms has
Potential financial benefits • Enhanced resilience of our supply chain and ability to operate in various ambitious designation available cooling and refrigeration systems will be
been exporting renewable electricity at
conditions, increasing sales and revenue through the SBTi process. connected to Origin’s virtual power plant
full capacity to the Victorian grid since
• Enhanced resilience of our assets and infrastructure, increasing asset value to help ease pressure on the energy grid
Our main sources of Scope 1 (direct) December 2020.
Our management response • In FY24, we will use the results of the physical risk assessment discussed previously during peak periods of demand.
emissions include emissions from We are on track to meet our FY25
to inform the work necessary to reduce exposure to climate risk across the Refrigeration, HVAC management
refrigerant gases, natural gas and renewable electricity commitment
portfolio. and energy efficiency
transport fuel, with a minimal through the addition of upcoming
• We will also continue to support suppliers through grants for climate contribution from stationary LPG and long-term LGC agreements. We have Refrigeration is vital for maintaining and
change adaptation and mitigation initiatives through the Coles Nurture Fund diesel for onsite back-up generators. signed these agreements with Neoen, extending food quality and reducing
(further information about this grants program will be available in our
Scope 2 (indirect) emissions are those Origin Energy, ACCIONA Energía, and waste. Coles’ refrigeration management
2023 Sustainability Report).
associated with our electricity use and ENGIE to source LGCs from wind and program includes the use of natural
make up the bulk of our combined solar farms across Victoria, New South refrigerants, which have close to no
Scope 1 and 2 emissions. Wales, South Australia and Queensland. global warming potential (‘GWP’)
The portfolio of generation assets compared with older synthetic
Scope 3 emissions are indirect emissions includes several wind and solar farms, refrigerant gases with high GWP.
(not included in Scope 2) that occur in which are under construction, as well as
our value chain and make up the bulk of When building new Coles supermarkets,
existing sites such as Willogoleche Wind
Coles’ overall emissions profile. the majority (>90%) now use natural
Farm in South Australia and Mt
refrigerants. Aligning to our store
Emissions data, including our Scope 3 Gellibrand Wind Farm in Victoria.
refurbishment program where practical
inventory, will be available in our 2023 In May 2023 we completed a 3.5 and commercially viable we convert
Sustainability Report. megawatt (‘MW’) solar installation and supermarkets to lower GWP or natural
Scope 1 and 2 emissions energisation at our automated dry good refrigerants. At the end of FY23, natural
distribution centre in Oakdale, New refrigerants were in use in 54
Renewable electricity South Wales. The solar installation, which supermarkets (28 in FY22) and 33 Coles
We have made significant progress this is among the largest rooftop solar Liquor stores (15 in FY22).
year towards our 100% renewable solutions in the Coles network, is
To reduce gas loss, we have continued
electricity target through onsite solar comprised of 7,000 solar panels covering
to invest in leak detection technology
and large-scale generation certificate 16,700 square metres of roof and is
and our refrigeration pipe replacement
(‘LGCs’) arrangements which match our expected to supply 32% of the electricity
program. We also have several energy
consumption. In July 2022, we for the facility. Furthermore, a 300
efficiency initiatives and trials in place
commenced our agreement with kilowatt (‘kW’) solar system was
across our stores and distribution centres.
CleanCo in Queensland to purchase constructed at our Chef Fresh facility in
electricity and LGCs and began our New South Wales and is expected to Scope 3 emissions
long-term LGC agreement with Lal Lal generate 420 megawatt hours (‘MWh’)
Coles has set a supplier engagement
Wind Farms in Victoria. These of renewable energy per year.
target requiring more than 75% of
agreements are in addition to our Construction of two further rooftop solar
suppliers by spend to set science-based
LGC-bundled power purchase systems is underway at our chilled
targets by the end of FY27. This Scope 3
distribution centres in Kewdale, Western
target was validated by the SBTi during
Australia and Eastern Creek, New South
the year.
1 Currently, Coles’ commitment refers only to Coles’ Scope 1 and Scope 2 emissions.
2 The SBTi is a partnership between CDP, the United Nations Global Compact, World Resources Institute and the World Wide Fund for Nature. It provides an
independent assessment and validation of net-zero science-based targets in line with a 1.5°C future.
Pictured: Team member Dwayne with Electric Yard Tug which was trialled at Truganina DC.
50 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 51
Board of Directors:
Given most of Coles’ Scope 3 emissions Scope 3 categories
are upstream of our operations, this
target allows us to engage high emitting Category
Biographical details
categories and work collaboratively with
our suppliers to reduce emissions. As an 1. P
urchased goods and services
organisation with an extensive supply
chain, there are a range of challenges
2. Capital goods
related to measuring and reducing
Scope 3 emissions. These include our
reliance on supplier partners for relevant 3. Fuel and energy-related activities
Upstream
information, gaps in data, issues with
data quality and our ability to influence 4. U
pstream transportation and distribution James Graham AM Leah Weckert
suppliers’ operational and commercial BE (Chem) (Hons), MBA, FIEAust EngExec, FTSE, FAICD, SF FIN BEng (Hons), BSc, MBA, GAICD
practices. With these challenges in mind,
5. W
aste generated in operations Chairman and Non-executive Director, Chairman of the Managing Director and CEO
Coles has appointed a new position of
Nomination Committee and Member of the People and
General Manager, Sustainability Supplier
Culture Committee
Relations, whose focus will be on 6. Business travel
engaging with, and supporting, our Age: 75 Age: 44
suppliers to reduce their emissions. 7. Employee commuting James Graham has extensive business, investment, corporate Leah Weckert became the Managing Director and Chief
During FY23, we calculated our FY22 and and governance experience, including as a Non-executive Executive Officer of Coles on 1 May 2023. Leah joined Coles in
FY23 inventory for Scope 3 emissions 11. Use of Sold Products Director of Wesfarmers Limited for 20 years, prior to his 2011 and has held several senior roles across the business. Most
Downstream
covering the following Greenhouse Gas retirement in July 2018. James is Chairman of Gresham Partners recently, Leah was Chief Executive, Commercial and Express,
Protocol (‘GHG Protocol’) categories1. 12. E
nd-of-life treatment Limited, having founded the Gresham Partners Group in 1985. leading the Supermarkets and Coles Express business units.
We also recalculated our FY20 baseline of sold products Before this, Leah was Chief Financial Officer and played a
From 2001 to 2009, James was a Director of Rabobank Australia
to account for the sale of Coles Express leadership role in the demerger of Coles from Wesfarmers in
Limited, initially as Deputy Chairman and then Chairman, and
fuel and convenience retailing 15. Investments and joint ventures 2018. Leah has also held roles as Director Strategy, Director
was responsible for the Bank’s operations in Australia and New
operations during FY23. People & Culture, State General Manager Victoria Operations,
Zealand. He was also Chairman of the Darling Harbour
Further detail on how we have been working with suppliers to reduce their and General Manager Merchandise, Strategy and Innovation.
Authority between 1989 and 1995, and was previously
emissions is available in our 2023 Sustainability Report.
Managing Director of Rothschild Australia Limited. In 2008, Prior to joining Coles, Leah worked at McKinsey & Company,
James was made a member of the Order of Australia. advising large private and public sector clients, and Foster’s
Group in Strategy and Business Development.
Pictured: Head of Energy Jane Mansfield and Origin Zero Executive General Manager James Magill inspect the rooftop solar panels at Coles Craigieburn Village,
following a landmark agreement to co-invest energy and battery assets.
1 Consistent with guidance in the GHG Protocol, Category 8 – Upstream leased assets and Category 9 – Downstream transportation and distribution are excluded
from our Scope 3 emissions inventory. Category 10 – Processing of sold products, 13 – Downstream leased assets and 14 – Franchises are not relevant to Coles Group.
It should also be noted that Coles has calculated a portion of emissions associated with Viva Energy’s sale of fuel through Coles Express sites in Category Pictured: Managing Director & CEO, Leah Weckert, together with Coles Local store manager, Jake, and some members of the Board at the opening of Coles Local
15 – Investments, based on commission received through the agreement with Viva Energy. Toorak.
52 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 53
Terry Bowen Abi Cleland Paul O’Malley Wendy Stops
BAcc, FCPA, MAICD MBA, BCom/BA BCom, M.AppFinance, ACA BAppSc (Information Technology), GAICD
Non-executive Director, Member of the Nomination Non-executive Director, Member of the Nomination Non-executive Director, Chairman of the Audit and Risk Non-executive Director, Member of the Nomination
Committee and the Audit and Risk Committee Committee and the People and Culture Committee Committee and Member of the Nomination Committee Committee and the Audit and Risk Committee
Terry Bowen is currently a Non-executive Director of BHP Group Abi Cleland is currently a Non-executive Director of Paul O’Malley is the Chairman and a Non-executive Director of Wendy Stops is the Chairman of Fitted for Work, Deputy
Limited and Transurban Group Limited. He is also Chairman of Computershare Limited and Orora Limited. She was previously Commonwealth Bank of Australia Limited. He was Managing Chancellor and Council member at the University of
the Operations Group at BGH Capital. a Non-executive Director of Sydney Airport Corporation Director and Chief Executive Officer of BlueScope Steel Limited Melbourne, Chairman of the Advisory Board for the Melbourne
Limited, Chairman of Planwise AU, a Director of Swimming from 2007 to 2017, after joining the company as Chief Financial Business School’s Centre for Business Analytics and a member
Terry previously served as Finance Director of Coles (2007 to
Australia and on the Lazard PE Fund advisory committee. From Officer. Previously, Paul was the Chief Executive Officer of TXU of the AICD’s Governance of Innovation and Technology Panel.
2009), Finance Director of Wesfarmers Limited (2009 to 2017)
2012 to 2017, Abi established and ran an advisory and Energy, a subsidiary of TXU Corp based in Dallas, Texas. He held
and Managing Partner and Head of the Operations Group at Previously, Wendy was a member of the Advisory Committee to
management business, Absolute Partners, focusing on strategy, other senior financial management roles within TXU and
BGH Capital (2018 to 2019). Terry was also formerly the Chief the Digital Technology Taskforce of the Department of Industry,
mergers and acquisitions and disruption. Before that, she held previously worked in the investment banking and consulting
Financial Officer of Jetstar Airways, Finance Director of Science and Resources and a senior management executive in
senior management roles at KordaMentha’s 333, where she sectors. A former Director of the Worldsteel Association, Paul
Wesfarmers Landmark, and before this held senior finance roles the information technology and consulting sectors. This
was Managing Director, and at ANZ Banking Group Limited, was Chairman of their Nominating Committee and Trustee of
with Tubemakers of Australia Limited. includes her last 16 years with Accenture in various senior
Incitec Pivot Limited and Amcor Limited. the Melbourne Cricket Ground Trust. He has also served as
management positions in Australia, Asia Pacific and globally.
Chairman for Australian Catholic Redress Ltd.
Directorships of listed entities, current and recent Directorships of listed entities, current and recent Her board experience includes Blackmores Limited (where she
(last three years): (last three years): Directorships of listed entities, current and recent was Chairman from 2022 to 2023), Commonwealth Bank of
(last three years): Australia Limited, Altium Limited, Accenture Software Solutions
Non-executive Director of BHP Group Limited (since October Non-executive Director of Computershare Limited (since
Australia and Diversiti. Currently, Wendy is a member of Chief
2017), Transurban Group Limited (since February 2020). February 2018), Orora Limited (since February 2014), Sydney Chairman of Commonwealth Bank of Australia Limited (since
Executive Women, serving on their Leaders Program
Airport Corporation Limited (April 2018 to March 2022). August 2022) and Non-executive Director (since January 2019).
Committee, and a graduate of the AICD.
Jacqueline Chow is a Non-executive Director of Boral Limited, Richard Freudenstein is the Chairman and a Non-executive Scott Price commenced as Group Chief Executive of DFI Retail
nib Holdings Limited and Charter Hall Group. She is also a Director of Appen Limited as well as a Non-executive Director Group Holdings Limited on 1 August 2023, having retired in early
Director of the Australia-Israel Chamber of Commerce of New of REA Group Limited (where he was Chairman from 2007 to 2022 as Executive Vice-President; President of UPS International.
South Wales. 2012). He is a board member of Cricket Australia and Deputy Scott was also previously UPS’s Chief Strategy and
Chancellor of the University of Sydney. Transformation Officer and was responsible for strategic
From 2016 to 2019, Jacqueline was a Director of Fisher & Paykel
planning, Global Business Services and the company’s
Appliances. Jacqueline previously held senior management Richard was previously Chief Executive Officer of Foxtel (2011 to
Advanced Technology Group.
positions, including Chief Operating Officer, Global Consumer 2016), Chief Executive Officer of The Australian and News Digital
and Food Service, with Fonterra Co-operative Group, one of Media at News Ltd (2006 to 2010), and Chief Operating Officer From 2009 to 2017, Scott led Walmart’s Asia store business
the world’s largest dairy product producers and exporters. Prior at British Sky Broadcasting plc (2000 to 2006). His previous board before moving to the United States to lead global sourcing,
to that, she was in senior management with Campbell Arnott’s positions include Ten Network Holdings Limited (2015 to 2016), international technology, real estate and strategy. He was also
and Kellogg Company. She was also Programme Steering Foxtel (2009 to 2011) and Astro Malaysia Holdings Berhad (2016 previously President and CEO of DHL Asia and then DHL Europe
Group Director, Ministry for Primary Industries, New Zealand and to 2019). Richard was also a member of the Advisory Board of and began his career at The Coca-Cola Company in Asia.
Deputy Chairman of the Global Dairy Platform Inc. She was artificial intelligence software company, Afiniti Ltd (2017 to Scott is a former board member of the not-for-profit World Food
previously a Senior Advisor at McKinsey Consulting RTS. 2022). Program USA.
Directorships of listed entities, current and recent Directorships of listed entities, current and recent Directorships of listed entities, current and recent
(last three years): (last three years): (last three years):
Non-executive Director of Boral Limited (since March 2022), nib Chairman of Appen Limited (since October 2021) and Non- Group Chief Executive and Director of DFI Retail Group
Holdings Limited (since April 2018), Charter Hall Group (since executive Director (since August 2021), Non-executive Director Holdings Limited (and representative director on its affiliate,
February 2021). of REA Group Limited (since November 2006). Robinsons Retail Holdings Inc) (since August 2023).
54 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 55
Directors’ Report Directors’ meetings
The number of Directors’ meetings (including meetings of committees of Directors) and the number of meetings attended by each
of the Directors of the Company during the financial year are listed below:
The information referred to below forms part of and is to be read in conjunction with this Directors’ Report: James Graham 12 12 5 5 4 4
Leah Weckert 3
2 2
• the Operating and Financial Review
Terry Bowen4 9 9 3 3 2 2
• the Remuneration Report Jacqueline Chow 12 12 5 5 4 4
• Board of Directors: Biographical Details Abi Cleland 12 12 5 5 4 4
Richard Freudenstein 12 12 5 5 4 4
• Note 7.3 Auditor’s remuneration to the financial statements accompanying this report
Paul O’Malley 12 12 5 5 4 4
• Note 7.5 Events after the reporting period to the financial statements accompanying this report
Scott Price5 9 9 3 3 2 2
• the Auditor’s Independence Declaration required under section 307C of the Corporations Act 2001 (Cth) Wendy Stops 12 12 5 5 4 4
DIRECTOR - FORMER
Directors
Steven Cain6 10 10
The Directors in office as at the date of this Directors’ Report are: David Cheesewright7 12 10 5 3 4 4
NAME POSITION HELD PERIOD AS A DIRECTOR 1 ‘Held’ indicates the number of meetings held during the period that the Director was a member of the Board or Committee.
2 ‘Attended’ indicates the number of meetings attended during the period that the Director was a member of the Board or Committee.
James Graham AM Chairman and Independent, Non-executive Director Appointed 19 November 2018 3 Leah Weckert commenced as Managing Director and Chief Executive Officer of Coles Group Limited on 1 May 2023.
Leah Weckert Managing Director and Chief Executive Officer Appointed 1 May 2023 4 Terry Bowen was appointed as a Non-executive Director of Coles Group Limited and a member of the Nomination Committee with effect from 1 October 2022.
Terry Bowen was appointed as a member of the Audit and Risk Committee with effect from 1 November 2022.
Terry Bowen Independent, Non-executive Director Appointed 1 October 2022
5 Scott Price was appointed as a Non-executive Director of Coles Group Limited and a member of the Nomination Committee with effect from 1 October 2022.
Jacqueline Chow Independent, Non-executive Director Appointed 19 November 2018 Scott Price was appointed as a member of the People and Culture Committee with effect from 1 November 2022.
6 Steven Cain retired as Managing Director and Chief Executive Officer of Coles Group Limited on 30 April 2023.
Abi Cleland Independent, Non-executive Director Appointed 19 November 2018
7 David Cheesewright retired as a Non-executive Director of Coles Group Limited on 15 June 2023.
Richard Freudenstein Independent, Non-executive Director Appointed 19 November 2018
Paul O’Malley Independent, Non-executive Director Appointed 1 October 2020
Directors’ shareholdings in the Company
Scott Price Independent, Non-executive Director Appointed 1 October 2022
Wendy Stops Independent, Non-executive Director Appointed 19 November 2018 Details of Directors’ shareholdings in the Company as at the date of this Directors’ Report are shown in the table below. All Directors
have met the minimum shareholding requirement under the Board Charter.
The biographical details of the current Directors set out information about the Directors’ qualifications, experience, special
responsibilities and other directorships. DIRECTOR NUMBER OF SHARES HELD1
The following persons were also Directors during FY23: James Graham 500,188
Leah Weckert 2
257,829
NAME POSITION HELD PERIOD AS A DIRECTOR Terry Bowen 16,545
Steven Cain Managing Director and Chief Executive Officer Appointed Chief Executive Officer Jacqueline Chow 20,000
17 September 2018 and Abi Cleland 19,816
Managing Director 2 November 2018 Richard Freudenstein 25,000
Retired as Managing Director and Chief Paul O’Malley 3,809
Executive Officer on 30 April 2023 Scott Price 1,000
David Cheesewright Independent, Non-executive Director Appointed 19 November 2018 Wendy Stops 35,000
1 The number of shares held refers to shares held either directly or indirectly by Directors as at 22 August 2023. Refer to the Remuneration Report tables for total shares
Retired 15 June 2023
held by Directors and their related parties directly, indirectly or beneficially as at 25 June 2023.
2 As at 22 August 2023, Leah Weckert also holds 12,994 STI Shares and 266,039 Performance Rights.
Company secretary
Daniella Pereira LLB (Hons), BA Principal activities
Daniella Pereira was appointed the Company Secretary of Coles Group Limited on 19 November 2018. Daniella has an extensive The principal activities of Coles during the financial year were providing customers with everyday products, including fresh food,
career in legal, governance and company secretariat, including a 14-year career with ASX-listed industrial chemicals company, groceries, general merchandise, liquor and financial services through its store network and online platforms.
Incitec Pivot Limited. Daniella began her career as a lawyer with Ashurst (formerly Blake Dawson). On 1 May 2023, the Group completed the sale of its fuel and convenience retailing business to Viva Energy. Accordingly, the
principal activities of Coles also included fuel and convenience retailing up to the date of completion.
56 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 57
State of affairs Indemnification and insurance of officers
Sale of fuel & convenience business The Company’s Constitution requires the Company to indemnify any person who is, or has been, an officer of the Company,
including the Directors, the Company Secretary and other executive officers, against the liabilities incurred while acting as such
As noted above, the Group sold its fuel and convenience retailing business during the year with completion on 1 May 2023. Refer to
officers to the extent permitted by law.
Note 5.3 Discontinued operations for further information.
As permitted by the Company’s Constitution, the Company has entered into a Deed of Indemnity, Insurance and Access with
CEO transition
each of the Company’s Directors, Company Secretary, Chief Financial Officer and certain executives. No Director or officer of the
On 21 February 2023, Coles announced the appointment of Leah Weckert as Managing Director and Chief Executive Officer of Company has received benefits under an indemnity from the Company during or since the end of the financial year.
Coles with effect from 1 May 2023, upon the retirement of Steven Cain.
The Company has paid a premium in respect of a contract insuring current and former directors, company secretaries and
Review and results of operations executives of the Company and its subsidiaries against liability that they may incur as an officer of the Company or any of its
subsidiaries, including liability for costs and expenses incurred by them in defending civil or criminal proceedings involving them as
A review of the operations of the Group during the financial year, the results of those operations and the Group’s financial position
such officers, with certain exceptions. It is a condition of the insurance contract that no details of the premiums payable or the
are contained in the Operating and Financial Review (‘OFR’).
nature of the liabilities insured are disclosed.
Business strategies and prospects for future financial years
Indemnification of auditors
The OFR sets out information on the business strategies and prospects for future financial years and refers to likely developments in
Pursuant to the terms of engagement the Company has with its auditor, Ernst & Young (‘EY’ or ‘Auditor’), the Company has agreed
Coles’ operations and the expected results of those operations in future financial years. Information in the OFR is provided to
to indemnify EY to the extent permitted by law and professional regulations, against any losses, liabilities, costs or expenses
enable shareholders to make an informed assessment about the business strategies and prospects for future financial years of the
incurred by EY where they arise out of or occur in relation to any negligent, wrongful or wilful act or omission by the Company. No
Group.
payment has been made to EY by the Company pursuant to this indemnity, either during or since the end of the financial year.
Information that could give rise to any likely unreasonable prejudice or material detriment to the Group, for example, information
Non-audit services and auditor’s independence
that is commercially sensitive, confidential or could give a third party a commercial advantage, has not been included. Other
than the information set out in the OFR, information about other likely developments in the Group’s operations and the expected Details of the non-audit services undertaken by, and amounts paid to, EY are detailed in Note 7.3 Auditor’s remuneration to the
results of these operations in future financial years has not been included. financial statements.
Events after the reporting date The Board is satisfied that the provision of non-audit services during the year by the Auditor is compatible with, and did not
compromise, the auditor independence requirements of the Corporations Act 2001 (Cth) for the following reasons:
On 22 August 2023, the Directors determined a final dividend of 30.0 cents per fully paid ordinary share to be paid on 27 September
2023, fully franked at the corporate tax rate of 30%. The aggregate amount of the final dividend to be paid out of profits, but not • all non-audit services provided by EY were reviewed and approved to ensure they would not impact the integrity and
recognised as a liability at 25 June 2023, is expected to be $402 million. objectivity of the Auditor; and
Dividends • the non-audit services provided did not undermine the general principles relating to auditor independence as set out in APES
110 Code of Ethics for Professional Accountants as they did not involve reviewing or auditing the Auditor’s own work, acting in a
Dividends since Coles’ last Annual Report:
management or decision-making capacity of the Company, acting as an advocate of the Company or jointly sharing risks or
rewards.
TOTAL AMOUNT FRANKED
CENTS PER SHARE $m PERCENTAGE DATE OF PAYMENT
A copy of the Auditor’s Independence Declaration forms part of this Directors’ Report.
PAID DURING THE YEAR
2022 final dividend 30.0 401 100% 28 September 2022
Proceedings on behalf of the Company
2023 interim dividend 36.0 482 100% 30 March 2023 No application has been made under section 237 of the Corporations Act 2001 (Cth) in respect of the Company, and there are no
TO BE PAID AFTER END OF YEAR proceedings that a person has brought or intervened in on behalf of the Company under that section as at the date of this
2023 final dividend 30.0 402* 100% 27 September 2023 Directors’ Report.
Rounding
DEALT WITH IN THE FINANCIAL REPORT AS NOTE $m
Dividends paid 3.3 883 The amounts shown in this Directors’ Report and in the financial statements have been rounded off, except where otherwise stated,
to the nearest one million dollars, with the Company being in a class specified in the ASIC Corporations (Rounding in Financial/
* Estimated final dividend payable, subject to variations in the number of shares up to the record date.
Directors’ Reports) Instrument 2016/191.
Signed on behalf of the Board in accordance with a resolution of the Directors of the Company.
Environmental regulations
The activities of the Company are subject to a range of environmental regulations under the law of the Commonwealth of
Australia and its states and territories. The Group is also subject to various state and local government food licensing requirements,
and may be subject to town-planning regulations. While the Group has not incurred any significant liabilities under any significant
environmental regulation during the financial year, the NSW EPA issued a Clean Up Notice relating to stockpiled plastics collected
by REDcycle, which Coles is in the process of satisfying. James Graham AM Leah Weckert
Chairman Managing Director and Chief Executive Officer
58 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 59
Remuneration Report
Letter to shareholders from the Chair of the People and Culture Committee Looking ahead
The Board regularly reviews the remuneration and incentive frameworks, so that they continue to strongly align to our remuneration
Dear Shareholder,
strategy and principles in support of delivering our Group strategy. For FY24, the Board has made three changes to STI metrics within
On behalf of the Board, I am pleased to present the FY23 Remuneration Report for Coles Group Limited (‘the Company’) and its the Managing Director and CEO’s balanced scorecard. Firstly, Coles Online Sales will be removed as a financial metric and the
controlled entities (together, ‘Coles’, ‘Coles Group’ or ‘the Group’). The Remuneration Report provides information on the weighting will be re-distributed between Group Sales and EBIT. This reflects our focus on growing Group Sales and EBIT through omni
remuneration arrangements for our Key Management Personnel (KMP), which include the Managing Director and Chief Executive channel customers. Secondly, we will evolve the Customer Net Promoter Score (NPS) to become a two-stream metric including
Officer (‘Managing Director and CEO’), Other Executive KMP and Non-executive Directors of the Company. both Strategic NPS and Store NPS. Strategic NPS was the measurement used in FY23 and provides a strategic measure of brand
and experiences over time to identify opportunities to build stronger customer loyalty. Store NPS provides a localised measure of
Company Performance
the customer experience at specific touch points to identify opportunities for operational improvement. The Board determined that
In FY23, Coles has continued to deliver trusted value for its customers, with value campaigns and an exclusive brand portfolio a two-stream NPS metric has many benefits that will importantly lead to improved customer outcomes. Finally, a sustainability
delivering a solid sales result and EBIT growth. Group sales revenue from continuing and discontinued operations increased by customer perception metric will replace the team member engagement metric (mysay). This metric will measure the percentage
5.3% to $41.5 billion. Group EBIT from continuing and discontinued operations increased by 5.4% to $1,970 million supported by of customers who strongly agree that Coles undertakes environmentally sustainable practices. In FY23, the uplift in team member
Smarter Selling benefits and a net reduction in direct COVID-19 costs. Group EBIT from continuing operations increased by 1.8% engagement was exceptional and positioned Coles above the benchmark for organisations of our size. Therefore, the Board
to $1,859 million. determined the requirement for Executive KMP to drive our desired company culture should be reflected within the ‘Quality and
Behaviour’ overlay within the STI framework, rather than remaining a standalone metric. The Board determined this reprioritisation
Outcomes for FY23
of the Managing Director and CEO scorecard will appropriately shift focus to the Group’s refreshed purpose – ‘to help all
The Board assessed the performance of the Executive KMP against their individual balanced scorecard. The Board determined to Australians eat and live better every day’.
exclude the Coles Express sale and transaction impacts from the FY23 STI calculation as the approved targets were set prior to the
No further changes were made to the Executive remuneration framework for FY24.
divestment. If the Board had determined not to exclude these impacts, the Executive KMP STI outcomes would have been higher.
Section 4.4 details the FY23 STI payments and includes a summary of the Board’s approach in determining the final STI payable to On behalf of the Board, I would like to thank all Coles team members for their commitment and contribution this year.
Executive KMP, which ranged between 62.1% to 73.4% of the maximum STI opportunity.
The FY21 LTI, which covered performance between FY21 and FY23, will vest on 30 August 2023. Based on performance against the
two equally weighted LTI metrics, Cumulative Return on Capital (‘ROC’) and Relative Total Shareholder Return (‘RTSR’), 50% of the
performance rights allocated to Executive KMP will vest. Cumulative ROC was measured as 109.3% of target with all performance
rights aligned to this metric approved to vest. This result also excludes the impact of the Coles Express sale and transaction impacts,
Richard Freudenstein
which did not change the vesting outcome. Relative TSR was below threshold at the 38th percentile against the comparator
Chair of the People and Culture Committee
group, therefore no performance rights aligned to this metric will vest.
Leah has taken the opportunity to review the structure of her Executive Leadership Team, which has resulted in several portfolio
changes. This has notably expanded the portfolios for both SR (Charlie) Elias and Matthew Swindells. Charlie now leads Group
Transformation and Procurement in addition to his current Chief Financial Officer portfolio. Matthew, our Chief Operations and
Sustainability Officer, is now accountable for the opening and operation of our new Customer Fulfilment Centres in partnership with
Ocado. All manufacturing portfolios have also been consolidated under Matthew’s leadership.
60 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 61
Introduction Section 2: Remuneration Governance
The Directors of Coles Group Limited (the Company) present the Remuneration Report for the Company and its controlled entities 2.1 Governance framework
(together, ‘Coles’, ‘Coles Group’ or ‘the Group’) for the financial year ended 25 June 2023 (FY23). This Remuneration Report forms
The following infographic provides an overview of the remuneration governance framework that has been established by the Group.
part of the Directors’ Report and has been prepared in accordance with section 300A of the Corporations Act 2001 (Cth) and is
audited. Further information regarding the membership and meetings of the People and Culture Committee is provided in the Directors’
Report.
This Remuneration Report covers the period from 27 June 2022 to 25 June 2023.
62 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 63
2.2 Corporate governance policies related to remuneration Executive KMP remuneration is delivered using both fixed and variable (at-risk) components as outlined in the following graphic.
Our robust remuneration framework is supported by several corporate governance polices related to remuneration including those Our Executive KMP remuneration is delivered through a simple,
following. three element structure using both fixed and variable (at-risk) components.
Our remuneration framework is aligned with our Group strategy and is guided by our remuneration principles. The People and Incentivises strong individual and Company
Culture Committee determined the framework is appropriately aligned with our strategy and the interests of our shareholders. Allows us to attract and retain
performance, based on strategically Aligns reward with creation of sustainable,
key talent through competitive
aligned deliverables, through variable, long-term shareholder value.
and fair fixed remuneration.
at-risk payments.
TFC
for shareholders
Retail is a globally A strong link to Designed to be relevant Salary paid during the year
competitive industry. performance-based pay Ensuring there is a to how the Group
We need to be able to to support the common interest operates. It needs to Performance Period (1 year)
attract, motivate and achievement of strategy between executives be simple to articulate,
retain high-calibre aligned with short, and shareholders by drive the right behaviours MD & CEO – 50% paid in cash
executives from both medium-and long-term aligning reward with and ensure we deliver
STI
the local and global financial targets. the achievement on our strategy. Other Executive KMP – 75% paid in cash
1-year vesting period
talent market. of sustainable
shareholders returns. Other Executive KMP - 25% deferred in Shares held in restriction for 1 year
2-year vesting period
Specific performance measures and outcomes for FY23 are included in section 4. Details of prior years’ remuneration, including MD & CEO - 50% deferred into Shares held in restriction for 2 years
performance measures and outcomes, are set out in the Remuneration Reports of prior Annual Reports, which are available on the
Coles website. Performance Period (3 years)
3-year vesting period, vesting occurs post FY25 results
LTI
64 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 65
3.2 FY23 target remuneration mix for Executive KMP 3.5 Former Managing Director and CEO entitlements
The FY23 total target remuneration mix for the Executive KMP is in Graph 1. Steven Cain retired as Managing Director and CEO on 30 April 2023. Steven Cain will receive his contractual entitlements and
benefits outlined below:
Graph 1 – Total target remuneration mix
• Payment of his TFC up to and including 20 February 2024 (‘employment end date’);
Managing Director and CEO Other Executive KMP1
• Payment of statutory accrued leave entitlements;
• A pro-rated FY23 STI award calculated up until 30 April 2023 and paid/allocated in the ordinary course with all other terms of the
28% 30%
STI plan continuing to apply;
• STI Shares held at the time of retirement were retained and will be released in accordance with the terms of the applicable STI
plan; and
50% 46%
• Performance Rights held at the time of retirement will be pro-rated based upon the employment end date with vesting subject
11%
to the original performance and vesting conditions in the applicable LTI plan.
18% As required by the Accounting Standards, all expenses relating to the period 1 May 2023 to the employment end date have been
11%
6%
recognised in FY23. Therefore, the total compensation for Steven Cain in Table 6 includes: payment of TFC for the period 26 June
TFC STI Cash STI Equity LTI 2023 to the employment end date (not paid in FY23) and expensing of pro-rated unvested Performance Rights that would ordinarily
have been recognised in future years.
1 Matthew Swindells’ remuneration also includes an Medium Term Incentive (refer section 4.5)
3.3 Executive KMP employment agreements Section 4: FY23 Executive KMP remuneration outcomes
Executive KMP employment terms are formalised in employment contracts that have no fixed term. Specific information relating to 4.1 Company performance
the terms of the Executive KMP’s employment contracts is in Table 2. The remuneration framework has been designed to reward Executive KMP for their contribution to the collective performance of
Table 2: Executive KMP employment contracts the Company, and to support the alignment between the remuneration of Executive KMP and shareholder returns.
The following graphs and table represent the relationship between remuneration of Executive KMP and the Group’s financial
NAME NOTICE PERIOD1 RESTRAINT OF TRADE
performance over the last five financial years (including FY23).
Current
Leah Weckert 12 months 12 months Short-term measures Long-term measures
SR (Charlie) Elias 12 months 12 months
Matthew Swindells2 12 months 12 months Sales Revenue1, 2 Coles Online Sales1, 3 EBIT2 TSR4 ROC5
($m) ($m) ($m) (%) (%)
Former
Steven Cain3 12 months 12 months ROC (ROC pre AASB16)
1 Executive KMP can be terminated without notice if they are found to have engaged in serious or willful misconduct, are seriously negligent in the performance of
39.1
1,970
38.1
2,847
2,816
1,873
1,869
their duties, commit a serious or persistent breach of their employment contract, or commit an act, whether at work or otherwise, that would bring the Group into
31.7
35.2
1,762
41,471
32.9
disrepute. The Group may also make a payment in lieu of notice.
39,369
30.8
38,585
37,408
1,467
2 Matthew Swindells’ notice period increased from 6 months to 12 months on 1 October 2022 aligned to the date of his annual remuneration review.
35,001
1,998
3 Steven Cain’s entitlements on ceasing employment are in accordance with his employment contract, and the terms of the STI and LTI plans that Steven Cain
participated in as Executive KMP.
1,301
9.6
16.4
16.5
16.0
3.4 Current Managing Director and CEO remuneration arrangements
1,101
15.2
3.9
6.9
7.2
Leah Weckert commenced as Managing Director and CEO on 1 May 2023. Leah Weckert’s remuneration as disclosed to the ASX
on 21 February 2023 is outlined below. FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23
COMPONENT AMOUNT
FY19 FY20 FY21 FY22 FY23
Total Fixed Compensation (TFC) $2,000,000 per annum (including superannuation)
STI outcomes (AVG Executive KMP % of maximum) 39.0% 97.4% 88.2% 73.1% 67.3%
Short Term Incentive (STI) Target Opportunity – 80% of TFC
LTI outcomes (% of maximum) n/a n/a 97.6% 100% 50%
Maximum Opportunity – 120% of TFC Dividends determined in respect of the financial year (cents)6 35.5 57.5 61.0 63.0 66.0
50% of the STI outcome will be deferred into STI Shares which will Closing share price (at end of financial year)7 $13.35 $16.79 $16.83 $17.81 $18.40
be restricted for a period of two years and granted subject to 1 FY21 Sales revenue and online sales have been restated to reflect a reclassification of fulfilment income to Sales revenue (previously reported within Other Income).
shareholder approval at the Coles Annual General Meeting. 2 FY23 Sales revenue and EBIT includes continuing and discontinued operations.
3 Coles Online Sales comprises retail sales on a gross basis before adjusting for concession sales and the cost of Flybuys scheme points.
Long Term Incentive (LTI) Target Opportunity – 175% of TFC
4 Total Shareholder Return (TSR) is calculated as the change in share price during the financial measurement period plus dividends reinvested on the respective
Performance Rights will be granted under the LTI subject to ex-dividend dates.
5 ROC is Group EBIT divided by capital employed. Capital employed is calculated on a rolling average basis (seven months in FY19).
shareholder approval at the Coles Annual General Meeting.
6 The dividends determined in respect of the financial year reflect the dividends determined for the financial year irrespective of the dividend payment date.
7 The opening share price on listing on the ASX on 21 November 2018 was $12.49.
66 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 67
4.3 Total Fixed Compensation (TFC) Group EBIT: EBIT from continuing operations increased by 1.8% supported by Smarter Selling benefits and a net reduction in direct
COVID-19 costs. This was delivered despite investments in value and the major project implementation operating expenditure for
TFC is designed to be competitive to attract, motivate and retain the right talent. The TFC for Executive KMP is compared to the ASX
the Witron and Ocado projects. Discontinued operations contributed $111 million in EBIT.
10–40 (based on market capitalisation) benchmark group, as well as local and international retailers. We target TFC at the 50th
percentile of this peer group for comparable roles. This approach to benchmarking has remained unchanged since FY19. Group Sales: Sales revenue growth from continuing operations increased by 5.9%. This was delivered through the ‘Dropped &
Locked’ value campaigns and the successful execution of trade plans, including festive events. Discontinued operations
The Board reviewed Executive KMP TFC and total remuneration packages against the comparator group during FY23. This review
contributed $988 million in Sales revenue.
was informed by a detailed benchmarking exercise conducted by Mercer. The Board determined that there would be no increase
to the former Managing Director and CEO’s TFC, however it was appropriate to award TFC increases ranging between 3.5% and Coles Online Sales: Online sales for the full year increased by 1.1% and did not meet threshold performance. Strong online sales
4.0% to each of the other Executive KMP, effective 1 October 2022. growth of 10.1% was delivered in the second half of FY23 following a decline in online sales of 6.6% in the first half as COVID-19
behaviours normalised and some customers returned to shopping in store.
Following the retirement of Steven Cain, and the subsequent appointment of Leah Weckert to the role of Managing Director and
CEO, several leadership and portfolio changes occurred across the Coles Executive Leadership Team. This included an expanded Transformation Ocado Program: The CFC in Victoria will be delayed with the incremental ramp up period expected to
leadership portfolio for SR (Charlie) Elias and Matthew Swindells. As a result, the Board decided to bring forward the FY24 fixed commence mid-FY25. The New South Wales CFC is expected to be commissioned with an incremental ramp up period
remuneration review for both. A TFC increase of 11.7% was awarded to SR (Charlie) Elias and a TFC increase of 7.8% was awarded to commencing end 2H FY24. The impacts of the delays are likely to increase the project capital and operating expenditure by
Matthew Swindells both effective 1 May 2023. The Board determined this level of increase was appropriate to better position their approximately $70 million and $50 million respectively. Total capital expenditure is now expected to be approximately $400 million
total remuneration packages against the detailed benchmarking provided by Mercer. of which 55% has been incurred to the end of FY23, with the balance expected to be incurred in FY24 and FY25.
4.4 Short-term incentive (STI) Safety Index: Team member safety as measured by the Group safety index improved by 11.7% across FY23. TRIFR performance also
reduced by 9.2%.
The Group’s STI rewards Executive KMP for the achievement of key short-term performance measures.
People mysay: Achieved our highest ever team member engagement score which increased by 3 percentage points.
The FY23 STI payable for the Executive KMP was assessed against individual balanced scorecards consisting of Financial, Strategic
and Non- financial metrics. The scorecards include a mix of group and functional strategic metrics. The balanced scorecard Customer NPS: NPS was impacted during the year from availability challenges and did not meet threshold performance.
approach for Executive KMP provides a simple and transparent approach to highlighting performance priorities, measuring Pleasingly, NPS began to improve in the fourth quarter of FY23, driven by improved availability and range.
performance outcomes against each weighted metric, and gives clarity regarding the connection between the performance
The Board determined to exclude the Coles Express sale and transaction impacts from the FY23 STI calculation as the approved
assessment and reward outcomes.
targets were set prior to the divestment. If the Board had determined not to exclude these impacts, the Executive KMP STI outcomes
The scorecards include a ‘Quality and Behaviour’ overlay that considers; would have been higher.
• how the Executive KMP achieved performance aligned with the Group’s values and LEaD behaviours; Other Executive KMP shared the same financial measures as the Managing Director and CEO, except that:
• risk, compliance and reputational matters; and • the Chief Financial Officer had a Group cash realisation metric which was achieved in full for FY23 instead of an Online Sales
• the Chief Executive, Commercial and Express had an Own Brand Sales metric which was achieved in full for FY23 instead of an
The Executive KMP had an at target STI opportunity of 80% of TFC. The maximum STI opportunity for Executive KMP is 120% of TFC,
Online Sales metric and was of the same weighting.
which is equivalent to 150% of the target STI opportunity. The FY23 Group Financial performance measures contributed to a
maximum weighting of 110% of the STI opportunity for all Executive KMP (60% weighting at target). The Strategic and Non-financial Strategic and Non-financial measures for Other Executive KMP are also aligned to the Managing Director and CEO with variations
measures contribute up to 40% of the target STI opportunity for all Executive KMP. relevant to their portfolio. For FY23, achievement against Strategic and Non-financial measures for Other Executive KMP ranged
from not achieved to fully achieved. The outcomes are set out in Table 4 in section 4.4.1.
Details of the performance measures for the Managing Director and CEO’s calculated balanced scorecard for FY23 are set out in
Table 3. The same balanced scorecard also applied to the former Managing Director and CEO. 4.4.1 FY23 STI award
Table 3: FY23 Performance measures for the Managing Director and CEO The Board assessed performance against the calculated balanced scorecards of the Managing Director and CEO, and the Other
Executive KMP, to determine any STI award payable. The Board also considered the appropriate application of the ‘Quality and
Maximum Actual STI
Behaviour’ overlay to determine the final Executive KMP STI outcomes for FY23 as detailed in Table 4.
Measures Weighting Weighting Target Outcome Outcome
Financial $1,970 Table 4: FY23 Executive KMP STI outcomes
Group EBIT 35% 70% $1,886m 43.1%
Performance Above Target
STI
(60% weighting) $41,471
Group Sales 15% 30% $40,744m 30% STI OPPORTUNITY1 STI AWARDED FORFEITED4
Above Target
TARGET MAXIMUM % OF
2,847
Coles Online Sales 10% 10% $3,328m 0% NAME 80% 120% $ TFC CASH2 EQUITY3 (%)
Below Threshold
Current
Strategic Transformation On time, budget Not achieved
10% 10% 0% Leah Weckert5 $953,688 $1,430,532 $947,315 79.5% $473,658 $473,657 33.8%
Performance Ocado Program and strategy Below Threshold
SR (Charlie) Elias $784,708 $1,177,062 $864,160 88.1% $648,120 $216,040 26.6%
(40% weighting) New Index 11.7% index
Matthew Swindells $752,026 $1,128,039 $760,487 80.9% $570,366 $190,121 32.6%
Baseline improvement
Former
Safety Index 10% 10% including 9.2% TRIFR 10%
Steven Cain6 $1,432,548 $2,148,822 $1,334,061 74.5% $667,031 $667,030 37.9%
5% TRIFR improvement
improvement Above Target 1 The minimum STI opportunity was nil. The value of target and maximum STI opportunities are pro-rated and reflect changes to TFC in FY23 for Leah Weckert, SR
(Charlie) Elias and Matthew Swindells.
3pp
2 The FY23 cash component of the STI will be paid on or about 15 September 2023.
People mysay 10% 10% 1pp improvement improvement 10% 3 The FY23 equity component of the STI will be granted in STI Shares following the Coles’ 2023 AGM, using a 10-day Volume Weighted Average Price (VWAP) for the
Above Target period up to, and including, 25 June 2023 of $18.18. Shareholder approval will be sought for the grant of equity to the Managing Director and CEO at the Coles’
2023 AGM.
4.3 point 4 As a percentage of STI maximum opportunity.
3.6 point
Customer NPS 10% 10% decrease 0% 5 Leah Weckert’s total STI award represents an amount of $698,301 related to her role of Chief Executive, Commercial & Express up until 30 April 2023 and $249,014
improvement related to her role of Managing Director and CEO from 1 May 2023.
Below Threshold
6 Steven Cain’s STI cash and equity values represent the pro-rata amount earned up to 30 April 2023.
Overall 93.1%
Performance (74.5% of TFC)
68 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 69
4.4.2 Other terms of the FY23 Short term incentive (STI) 4.6 Long-term incentive (LTI)
What was the Performance Period? The LTI rewards Executive KMP for the achievement of long-term sustainable returns for shareholders.
27 June 2022 to 25 June 2023. For FY23, the LTI component of Executive KMP remuneration was delivered in Performance Rights. The Performance Period for the
FY23 LTI runs from 27 June 2022 to 29 June 2025 (FY23–FY25).
Why were the performance conditions chosen?
Performance Rights will vest subject to the satisfaction of the following performance conditions measured over the Performance
The Financial measures align with the Company’s strategy and the commitments made to shareholders. In particular, Group EBIT
Period:
focuses on delivering strong earnings through the business cycle and ensuring strong returns for shareholders. Including sales
metrics as well as Group EBIT ensures a strong focus on our capability to deliver sustainable returns for shareholders in the long • 50% of Performance Rights are subject to a cumulative return on capital (ROC) hurdle (‘ROC component’)
term.
• 50% of Performance Rights are subject to a relative total shareholder return (RTSR) performance hurdle. Coles’ RTSR will be
The Strategic and Non-financial metrics aligned to the Coles Group strategy. compared to companies in the S&P ASX100 (Comparator Group) at 26 June 2022.
The Board replaced the TRIFR safety metric for all Executive KMP with a broader Safety index, which goes beyond TRIFR and has The Board chose these performance conditions because they provide a direct link between Executive KMP reward and sustained
a greater focus on lead indicators. The Safety Index includes TRIFR and various safety leading measures that will help measure shareholder returns, to promote further alignment with shareholders.
how well incidents and injuries are being prevented from occurring in the first place, as well as strengthen other health and safety
4.6.1 ROC component
outcomes in the workplace.
Vesting of the Performance Rights in the ROC component is subject to achievement of at least 95% of the Cumulative ROC target
How were the performance conditions assessed?
over the Performance Period.
Performance against the balanced scorecard metrics was assessed by the Board based on the Company’s annual audited
results, financial statements and other data provided to the Board. The Board determined this method is the most appropriate Cumulative ROC measures the Company’s average annual return on capital over the Performance Period against targets set by
way to assess the true performance of the Company’s and the Executive KMP’s contributions to determine remuneration the Board. Cumulative ROC is calculated based on the Company’s audited financial information. The Board will assess Cumulative
outcomes. ROC after the end of the Performance Period.
What portion of the STI component was deferred into equity? In assessing achievement against the Cumulative ROC performance condition, the Board may have regard to any matters that it
considers relevant and retains discretion to review outcomes to ensure the results are appropriate.
The equity deferred amount is determined once the individual balanced scorecard calculation has been completed and the
total STI award is determined (see Table 4). Fifty per cent of the total STI award for the Managing Director and CEO, is deferred The number of Performance Rights in the ROC component that vest, if any, will then be based on the Group’s Cumulative ROC
into equity, and 25% of the total STI award for the Other Executive KMP is deferred into equity. performance determined over the Performance Period by reference to the following vesting schedule:
The number of STI Shares that will be granted and subject to deferral is calculated by using the 10-day VWAP up to and including GROUP CUMULATIVE ROC OVER THE PERFORMANCE PERIOD % OF PERFORMANCE RIGHTS THAT VEST
the final day in the Performance Period (i.e. 25 June 2023). STI Shares are unable to be traded during the restricted period, being Equal to or below 95% of the Cumulative ROC target is achieved 0%
one year for the Other Executive KMP and two years for the Managing Director and CEO. Once the restricted period ends, the Between 95% and 105% of the Cumulative ROC target is achieved Straight-line pro rata vesting between 0% and100%
Executive KMP may trade these shares subject to Coles’ Securities Dealing Policy. Equal to 105% or above of the Cumulative ROC target is achieved 100%
When will the FY23 STI award be paid?
The ROC targets are considered by Coles to be commercially sensitive. However, the Board will disclose the relevant vesting
The cash component of the STI award will be paid in September 2023. outcomes following the end of the Performance Period.
The equity component of the STI award will be allocated following the Coles 2023 AGM, where shareholder approval will be 4.6.2 RTSR component
sought for the grant to Leah Weckert, Managing Director and CEO.
The number of Performance Rights in the RTSR component that vest, if any, will be based on Coles’ RTSR ranking within the
What happens if an Executive KMP leave the organisation prior to payment? Comparator Group over the Performance Period, as set out in the following vesting schedule:
In the event of resignation or dismissal for cause or significant underperformance prior to payment of the STI, an Executive KMP COLES RTSR RANK IN THE COMPARATOR GROUP % OF PERFORMANCE RIGHTS THAT VEST
will not be eligible for any STI award, unless the Board determines otherwise.
Below the 50th percentile 0%
What happens if an Executive KMP leaves the organisation before their STI Shares vest? Equal to the 50th percentile 50%
During the restricted period, if an Executive KMP leaves the organisation in the event of resignation or dismissal for cause or Between 50th percentile and 75th percentile Straight-line pro rata vesting between 50% and 100%
significant underperformance, all STI Shares will be forfeited unless the Board determines otherwise. Equal to the 75th percentile or above 100%
In any other circumstances (including by reason of redundancy, permanent disability, death or ill health) the shares will continue Following testing, any Performance Rights that do not vest will lapse. There is no re-testing of awards. The Board has discretion to
on foot until the relevant vesting date, unless the Board determines otherwise. adjust the comparator group to take account of events such as takeovers, mergers and demergers.
Can the Board amend the STI program? 4.6.3 FY23 LTI outcomes
The Board retains discretion to suspend or terminate the program at any time and amend all or any elements of the program up Performance Rights granted under the FY23 LTI will be tested following the end of FY25 (the end of the Performance Period). Details
until the date of payment. of the number of Performance Rights granted under the FY23 LTI are included in section 4.7. Details of equity awards granted to
Executive KMP in prior years (including applicable performance conditions and vesting dates) have been disclosed in previous
4.5 Other Executive KMP remuneration Remuneration Reports.
At the time of the leadership transition from Steven Cain to Leah Weckert, the Board approved a Medium-Term Incentive (MTI) for 4.6.4 Other terms of the FY23 LTI
Matthew Swindells with the opportunity to earn up to $1 million. The Board determined this incentive was appropriate to retain
Matthew Swindells following the expansion of his portfolio to include the opening and operations of the new Customer Fulfilment How was the LTI award delivered?
Centres and the consolidation of manufacturing operations. The MTI is split into two tranches. The first tranche of up to 40% of the
The LTI award was delivered in Performance Rights. Each Performance Right entitles the Executive KMP to one ordinary share in
total opportunity is payable in cash in FY24. The second tranche of up to 60% of the total opportunity is payable in cash in FY25. Any
the Company on vesting. The Board retains a discretion to make a cash equivalent payment in lieu of an allocation of shares.
payment made to Matthew Swindells will be assessed against achievement of the successful build and go-live for the new
Customer Fulfilment Centres in NSW and Victoria and the successful integration of the milk processing plants, subject to transaction Performance Rights vest subject to achievement of relevant performance conditions and were allocated at no cost to the
completion. The MTI is subject to a service condition whereby Matthew Swindells cannot have resigned or left employment with Executive KMP, and no amount is payable on vesting.
Coles at the time of each payment, to be eligible.
70 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 71
4.6.5 FY21 LTI vesting outcome
When were Performance Rights allocated?
On 23 November 2020, Executive KMP were granted Performance Rights relating to their FY21 LTI award. The Performance Period for
The Performance Rights for all Executive KMP under the FY23 LTI plan were allocated on 30 November 2022, following the Coles’
the award was 29 June 2020 to 25 June 2023.
2022 AGM (at which the grant made to the former Managing Director and CEO was approved for the purposes of ASX Listing
Rule 10.14 and details of which are published in this FY23 Remuneration Report). The Performance Rights were subject to two vesting conditions (as well as a service condition):
How were Performance Rights allocated? • 50% of the Performance Rights were subject to the Group’s cumulative return on capital (ROC) performance over the
The number of Performance Rights allocated to the Executive KMP was determined by dividing each Executive KMP’s LTI Performance Period (ROC Component); and
opportunity by the VWAP of Coles shares trading on the ASX over the 10 trading days up to and including 26 June 2022, rounded • the remaining 50% of the Performance Rights were subject to a relative total shareholder return (TSR) condition, measured over
up to the nearest whole number. the Performance Period (TSR Component). The Company’s TSR was compared to a comparator group of companies,
How are the performance conditions assessed? comprising the ASX100 (Comparator Group) as at 28 June 2020.
RTSR performance is independently assessed over the Performance Period against the constituents of the Comparator Group. Table 5: Testing of performance hurdles
ROC is calculated using Coles’ audited financial results.
Based on testing of each performance hurdle, the following vesting will occur on 30 August 2023 in relation to the FY21 LTI award.
These assessment methods are designed to safeguard the integrity of the performance assessment process and ensure the
Threshold Target Maximum %
accuracy of underlying information.
Measures Weighting 0% Vest 50% Vest 100% Vest Result Vest
When does vesting occur? Cumulative ROC 50% 95% 100% of Target 105% of Target 109.3% 50%
Following testing, the Board will determine the number of Performance Rights to vest, which is expected to occur in late August 38.6th
2025. Details regarding the vesting of the Performance Rights will be included in the FY25 Remuneration Report. RTSR 50% n/a 50th percentile 75th percentile percentile 0%
Overall Vesting 50%
If the anticipated vesting date falls within a Blackout Period (as defined within the Company’s Securities Dealing Policy), vesting
will be delayed until the end of that period. As a result of the overall vesting outcome, the following number of shares will be allocated to each of the Executive KMP on 30
August 2023. The total number of shares includes both the conversion of Performance Rights to shares, and shares allocated in
Following testing, any Performance Rights that do not vest will lapse. No re-testing of the performance conditions is permitted.
consideration of the dividend equivalent amount.
What happens if an Executive KMP ceases employment?
NAME NUMBER OF SHARES
In the event of resignation or dismissal for cause or significant underperformance, all unvested Performance Rights will lapse,
Current1
unless the Board determines otherwise.
Leah Weckert 47,069
In any other circumstances (including by reason of redundancy, permanent disability, death or ill health), a pro rata number of Matthew Swindells 42,114
Performance Rights (based on the proportion of the Performance Period that has been served) will remain on foot and subject
Former
to the original terms of offer, as though the Executive KMP had not ceased employment, unless the Board determines otherwise.
Steven Cain 121,386
Do Performance Rights have voting rights? 1 SR (Charlie) Elias was not eligible for the FY21 LTI Plan.
No. Prior to vesting, Performance Rights do not entitle Executive KMP to voting rights.
Further details regarding each performance hurdle in Table 5 is provided as follows:
Are dividends paid on Performance Rights?
Cumulative ROC (pre-AASB16): The ROC exceeded the stretch targets set by the Board on a cumulative basis over the three-year
Executive KMP do not have an entitlement to dividends prior to vesting. Performance Period resulting in 100% of this component of the FY21 LTI vesting as shown below:
After testing against the performance conditions, Executive KMP will receive a dividend equivalent amount related to the vested CUMULATIVE
Performance Rights only. The dividend equivalent amount will be delivered in additional shares, equal in value to that of ROC FY21 FY22 FY23 PERFORMANCE
dividends that would have been paid on the vested Performance Rights had the Executive KMP been the owner of Coles shares
% of target achieved 115.1% 112.0% 100.3% 109.3%
during the period from the Performance Rights grant date to the vesting date. There is no dividend payable on any Performance
Rights that do not vest. The Board retains a discretion to settle the dividend equivalent amount in cash. The ROC result excluded the Coles Express sale and transaction impacts which did not change the vesting outcome.
How can the Board apply discretion to claw back outcomes? RTSR: The company performed below threshold at 38.6 percentile against the Comparator Group which resulted in no vesting of
this component of the FY21 LTI award.
The Board has broad claw back powers to determine that any Performance Rights may lapse, any shares allocated on vesting
are forfeited, or that the Executive KMP is required to pay as a debt the net proceeds of the sale of shares or dividends in certain
circumstances. For example, circumstances include where the Executive KMP has acted fraudulently or dishonestly, has
engaged in gross misconduct, brought the Group into disrepute, or breached their obligations to the Group.
This protects Coles against the payment of benefits where participants have acted inappropriately.
Under the Offer terms, the Board may determine in its absolute discretion that some or all the Executive KMP’s Performance
Rights will vest or cease to be subject to restrictions on a likely change of control.
Where there is an actual change in control of the Company, unless the Board determines otherwise, unvested Performance
Rights will vest on a pro rata basis (based on the proportion of the Performance Period that has elapsed).
Executive KMP must not sell, transfer, encumber, hedge or otherwise deal with Performance Rights. Executive KMP will be free to
deal with the shares allocated on vesting of the Performance Rights, subject to the requirements of Coles’ Securities Dealing
Policy.
72 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 73
4.8 Summary of Executive KMP shareholding and Performance Rights
5 Short term other benefits for Steven Cain include benefits that have been expensed in FY23 and cover fixed remuneration, superannuation and other benefits provided/to be provided to Steven Cain from 1 May 2023 until his employment end date on 20
TOTAL
3,302,579
3,092,410
COMPENSATION
$
2,554,493
1,154,606
2,785,262
2,778,899
10,241,392
18,883,726
14,279,846
7,253,931
Table 6 details the nature and amount of each element of remuneration of the Executive KMP. There were no transactions or loans between Executive KMP and the Company or any of its subsidiaries
2 The amounts represent the accounting fair value of the grants of Performance Rights and STI Shares. If the performance conditions are not met, the Executive KMP will not be entitled to the shares. Refer to sections 4.6 and 4.4 for further details for the
Table 7.1 and 7.2 show the movements of Performance Rights and STI Shares, held beneficially, by each Executive KMP during FY23.
No other shares were acquired as remuneration during the year. STI Shares are time-based only. Details of Executive KMP holdings
of ordinary shares are provided in Table 11.
4 SR (Charlie) Elias’ remuneration for FY22 is reflective of the period he was Executive KMP, from 28 February 2022, with cash STI reflecting the full award. Total base salary for FY22 from commencement on 1 December 2021 was $521,907.
ADDITIONAL
VALUE OF SHARE- BASED PAYMENTS2
SHARES
$
283,744
326,642
158,965
38,808
201,917
271,192
1,785,894
1,861,105
1,224,463
2,430,520
MOVEMENTS DURING THE FINANCIAL PERIOD INFORMATION
ACCOUNTING
BALANCE VESTED/ FAIR VALUE OF
OF SHARES GRANTED RELEASED LAPSED CLOSING GRANT YET
HELD AT DURING DURING DURING BALANCE AT TO VEST
PERFORMANCE
RIGHTS
$
1,109,275
1,139,998
699,877
994,294
998,475
395,155
4,225,605
5,481,414
2,947,786
7,029,051
NAME 27 JUNE 2022 THE YEAR THE YEAR THE YEAR 25 JUNE 20232 ($)1
Current
6 Greg Davis ceased being a KMP from 14 April 2022 and he has been excluded from Table 6. His total compensation recognised in FY22 was $3,555,219 as detailed in the FY22 Remuneration Report.
Leah Weckert 15,734 12,994 (15,734) - 12,994 222,847
February 2024. The expensing of the fair value of Steven Cain’s pro-rated Performance Rights and STI Shares have been fully accelerated in FY23 in accordance with Accounting Standards.
SR (Charlie) Elias - 7,096 - - 7,096 121,696
Matthew Swindells 13,261 11,580 (13,261) - 11,580 198,597
Former
25,292
23,568
POST-EMPLOYMENT
SUPERANNUATION
BENEFITS
$
25,292
5,892
25,292
23,568
25,292
76,596
23,568
101,168
Steven Cain3 140,380 51,785 (75,866) - 116,299 -
1 The fair value of STI Shares was $17.15 per share at grant date of 30 November 2022 for Executive KMP including Leah Weckert. The fair value of STI Shares is an
estimate of the total maximum value of grants in future financial years. STI Shares are subject to the satisfaction of conditions and, therefore, the minimum total
value of the awards for future financial years is nil.
2 STI Shares are time-based only. No STI Shares were held nominally by Executive KMP or their related parties as at 25 June 2023. Steven Cain’s closing balance is
reflective of the balance at the date of retirement as KMP.
3 Approval from shareholders for the issue of the STI Shares to Steven Cain during the year was obtained for the purpose of ASX Listing Rule 10.14 at the Coles 2022
3 Leah Weckert commenced as Managing Director and CEO on 1 May 2023 having previously held the Chief Executive, Commercial and Express role. AGM.
(29,442)
(24,031)
ACCRUED LEAVE
251,840
75,575
LONG-TERM
BENEFITS
46,282
85,835
28,319
95,735
50,576
389,219
ADDITIONAL
MOVEMENTS DURING THE FINANCIAL PERIOD INFORMATION
RIGHTS ACCOUNTING
RIGHTS FORFEITED/ FAIR VALUE OF
BALANCE OF RIGHTS VESTED LAPSED CLOSING GRANT YET
CASH STI
$
473,658
670,096
648,120
365,906
570,366
597,134
667,031
2,523,318
890,182
2,359,175
1,146
373
122
1,725
1,904
1,795,227
6,816
3,424
1,798,471
Former
SHORT-TERM
1,157,624
960,182
946,291
302,441
905,833
858,307
1,766,374
4,234,862
2,113,932
4,776,122
YEAR
2023
2022
2022
2022
2022
2022
2023
2023
2023
2023
Matthew Swindells
SR (Charlie) Elias4
Leah Weckert3
Steven Cain5
during FY23.
Total 2023
Total 20226
Current
Former
NAME
74 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 75
Section 5: FY23 Non-executive Director remuneration 5.3 FY23 Non-executive Director remuneration
5.1 Non-executive Director remuneration framework Table 9 outlines the remuneration for the Non-executive Directors of Coles during FY23. There were no transactions or loans
between Non-executive Directors and the Company, or any of its subsidiaries during FY23.
Non-executive Director remuneration is designed to ensure the Company can attract and retain suitably qualified and
experienced Non-executive Directors. Table 9: FY23 Non-executive Director remuneration
Non-executive Directors receive a base fee for their service as a Director of the Company, and other than the Chairman, an BASE AND
additional fee for membership of, or for chairing a Board committee. Non-executive Directors do not receive shares or any COMMITTEE FEES SUPER-
performance-related incentives as part of their remuneration from the Company. A minimum shareholding policy applies to (EXCLUDING ANNUATION TOTAL
Non-executive Directors (see section 2.2.2). SUPERANNUATION) OTHER BENEFITS5 BENEFITS COMPENSATION
NAME FINANCIAL YEAR $ $ $ $
Non-executive Directors are reimbursed for travel and other expenses reasonably incurred when attending meetings of the Board
Current
or conducting the business of the Company.
James Graham 2023 669,708 242 25,292 695,242
The People and Culture Committee reviews and makes recommendations to the Board with respect to Non-executive Directors’ 2022 671,432 215 23,568 695,215
fees and Board committee fees.
Terry Bowen1 2023 167,647 212 17,603 185,462
5.2 Current Non-executive Director remuneration policy 2022 - - - -
Jacqueline Chow 2023 223,529 582 23,471 247,582
The non-executive director remuneration policy enables the Company to attract and retain high-quality Non-executive directors
2022 224,267 434 22,733 247,434
with relevant experience. The remuneration policy is reviewed annually by the People and Culture Committee. Non-executive
Abi Cleland2 2023 241,132 895 5,868 247,895
Director fees are set after consideration of fees paid by companies of comparable size, complexity, industry and geography. They
reflect the qualifications and experience necessary to discharge the Board’s responsibilities. 2022 247,000 497 - 247,497
Richard Freudenstein2 2023 275,000 - - 275,000
The maximum aggregate fee limit is $3.6 million. This was approved by the shareholders of the Company at the 2018 AGM, prior to
2022 269,108 - 5,892 275,000
listing. There were no increases to Board and Committee fees in FY23. Table 8 sets out the Board and committee fees (inclusive of
Paul O’Malley 2023 249,708 - 25,292 275,000
superannuation) for FY23.
2022 251,432 - 23,568 275,000
Table 8: Board and committee fees (inclusive of superannuation) for FY23 Scott Price3 2023 185,250 - - 185,250
2022 - - - -
BOARD AND COMMITTEE FEES CHAIR MEMBER
Wendy Stops 2023 223,529 678 23,471 247,678
Board $695,0001 $220,000
2022 224,267 1,498 22,733 248,498
Audit and Risk Committee $55,000 $27,000
Former
People and Culture Committee $55,000 $27,000
David Cheesewright4 2023 246,639 - 361 247,000
Nomination Committee No fee No fee
2022 246,655 - 345 247,000
1 The Chairman of the Board does not receive Committee fees in addition to his Board fee.
TOTAL 2023 2,482,142 2,609 121,358 2,606,109
TOTAL 2022 2,134,161 2,644 98,839 2,235,644
1 Terry Bowen was appointed to the Board on 1 October 2022.
2 Approval was obtained from the ATO by individual Non-executive Directors to be exempt from making superannuation contributions due to superannuation
obligations being met by other employers.
3 Scott Price was appointed to the Board on 1 October 2022. As Scott Price resided in the US during FY23, no superannuation contributions were payable.
4 As David Cheesewright resided in Canada during FY22 and FY23, superannuation contributions were only payable for time worked in Australia. David Cheesewright
retired as a Non-executive Director on 15 June 2023.
5 Other benefits include costs associated with directorships (including any applicable fringe benefits tax).
76 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 77
Section 6: Ordinary shareholdings
6.1 Non-executive Director Ordinary Shareholdings
Table 10 shows the shareholdings and movements in shares held directly, or indirectly, by each Non-executive Director, including
their related parties during FY23. No shares held by any Non-executive Directors were held nominally.
CLOSING MINIMUM
BALANCE OF BALANCE SHAREHOLDING
SHARES HELD AT SHARES SHARES AS AT REQUIREMENT
NAME 27 JUNE 2022 ACQUIRED DISPOSED 25 JUNE 2023 ACHIEVED
Current
James Graham 500,188 - - 500,188 ✔
Terry Bowen - 16,545 - 16,545 ✔
Jacqueline Chow 20,000 - - 20,000 ✔
Abi Cleland 19,816 - - 19,816 ✔
Richard Freudenstein 19,000 6,000 - 25,000 ✔
Paul O’Malley 3,809 - - 3,809 ✔
Scott Price - 1,000 - 1,000 ✔
Wendy Stops 25,000 10,000 - 35,000 ✔
Former
David Cheesewright1 20,000 - - 20,000 ✔
TOTAL 607,813 33,545 - 641,358
1 David Cheesewright retired as a Non-executive Director on 15 June 2023 therefore his closing balance is as at 15 June 2023.
CLOSING MINIMUM
BALANCE OF BALANCE SHAREHOLDING
SHARES HELD AT SHARES SHARES AS AT REQUIREMENT
NAME 27 JUNE 2022 ACQUIRED DISPOSED 25 JUNE 2023 ACHIEVED
Current
Leah Weckert 125,684 132,145 - 257,829 ✔
SR (Charlie) Elias - 8,633 - 8,633 Not Yet Achieved
Matthew Swindells 80,918 111,292 (50,000) 142,210 ✔
Former
Steven Cain1 218,115 376,083 - 594,198 ✔
TOTAL 424,717 628,153 (50,000) 1,002,870
1 Steven Cain retired as Managing Director and CEO and ceased to be a KMP on 30 April 2023 therefore his closing balance is as at 30 April 2023.
78 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 79
Financial Report Income Statement
for the 52 weeks ended 25 June 2023
Consolidated Financial Statements Notes To the Consolidated Financial Statements 2023 2022
Income Statement Basis of preparation and accounting policies NOTES $m $m
Continuing operations
Balance Sheet Section 1: Performance
Sales revenue 1.3 40,483 38,237
Statement of Changes in Equity 1.1 Segment reporting Other operating revenue 108 104
1.2 Earnings per share Total operating revenue 40,591 38,341
Cash Flow Statement
1.3 Sales revenue Cost of sales (30,034) (28,396)
1.4 Administration expenses Gross profit 10,557 9,945
1.5 Financing costs Other income 163 86
1.6 Income tax Administration expenses 1.4 (8,848) (8,197)
Section 2: Assets and Liabilities Share of net loss from equity accounted investments 5.1 (13) (7)
Earnings before interest and tax (EBIT) 1,859 1,827
2.1 Cash and cash equivalents
Financing costs 1.5 (394) (360)
2.2 Trade and other receivables
Profit before income tax 1,465 1,467
2.3 Other assets
Income tax expense 1.6 (423) (422)
2.4 Inventories
2.5 Property, plant and equipment Profit for the period from continuing operations 1,042 1,045
2.6 Intangible assets Discontinued operations
2.7 Leases Profit for the period from discontinued operations, after tax 5.3 56 3
2.8 Trade and other payables Profit for the period 1,098 1,048
2.9 Provisions Profit attributable to:
Equity holders of the parent entity 1,098 1,048
Section 3: Capital
Earnings per share (EPS) attributable to equity holders of the Company:
3.1 Interest-bearing liabilities Basic EPS (cents) 1.2 82.3 78.8
3.2 Contributed equity and reserves Diluted EPS (cents) 1.2 82.1 78.7
3.3 Dividends paid and proposed
EPS attributable to equity holders of the Company from continuing operations:
Section 4: Financial Risk Basic EPS (cents) 1.2 78.1 78.6
Diluted EPS (cents) 1.2 77.9 78.5
4.1 Impairment of non-financial assets
Other comprehensive income
4.2 Financial risk management
Items that may be reclassified to profit or loss:
4.3 Financial instruments
Net movement in the fair value of cash flow hedges 14 31
Section 5: Group Structure Income tax effect 1.6 (4) (9)
5.1 Equity accounted investments Other comprehensive income which may be reclassified to profit or loss in
5.2 Assets held for sale subsequent periods 10 22
5.3 Discontinued operations Total comprehensive income attributable to:
5.4 Subsidiaries Equity holders of the parent entity 1,108 1,070
5.5 Parent entity information
The accompanying notes form part of the consolidated financial statements.
Section 6: Unrecognised Items
6.1 Commitments
6.2 Contingencies
Directors’ Declaration
80 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 81
Balance Sheet Statement of Changes in Equity
As at 25 June 2023 For the 52 weeks ended 25 June 2023
Equity accounted investments 5.1 220 219 Transfer of shares to employees under the
employee equity incentive plan - 38 (38) - - -
Other assets 2.3 53 174
Purchase of shares to satisfy the employee
Total non-current assets 14,540 15,085
equity incentive plan - (50) - - - (50)
Total assets 18,292 18,836
Share-based payments expense - - 37 - - 37
Balance at end of period 1,733 (89) 91 13 1,608 3,356
Liabilities
Current liabilities
2022
Trade and other payables 2.8 4,434 4,335
Balance at beginning of period 1,655 (70) 88 (19) 1,159 2,813
Provisions 2.9 905 854
Profit for the period - - - - 1,048 1,048
Lease liabilities 2.7 820 914
Other comprehensive income - - - 22 - 22
Other 249 312
Total comprehensive income for the period - - - 22 1,048 1,070
Total current liabilities 6,408 6,415
Equity The accompanying notes form part of the consolidated financial statements.
Contributed equity 3.2 1,644 1,636
Reserves 104 95
Retained earnings 1,608 1,393
Total equity 3,356 3,124
82 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 83
Cash Flow Statement Notes to the Consolidated Financial Statements
For the 52 weeks ended 25 June 2023
The Financial Report of Coles Group Limited (‘the Company’) in respect of the Company and the entities it controlled at the reporting
2023 2022
date or during the 52-week period ended 25 June 2023 (collectively, ‘Coles’ or ‘the Group’) was authorised for issue in accordance
NOTES $m $m
with a resolution of the Directors on 22 August 2023. The comparative period is for the 52-week period ended 26 June 2022.
Cash flows from operating activities
Receipts from customers 44,043 41,887 Reporting entity
Payments to suppliers and employees (40,439) (38,309)
The Company is a for-profit company limited by shares which is incorporated and domiciled in Australia and listed on the Australian
Interest paid (57) (41) Securities Exchange (‘ASX’).
Interest component of lease payments (372) (363)
The nature of the operations and principal activities of the Group are described in Note 1.1 Segment Reporting.
Interest received 2 1
Income tax paid (370) (485) Basis of preparation and accounting policies
Net cash flows from operating activities 2.1 2,807 2,690
The Financial Report is a general purpose financial report, which has been prepared in accordance with Australian Accounting
Standards issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001 (Cth). The Financial Report
Cash flows used in investing activities
also complies with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board.
Purchase of property, plant and equipment and intangibles (1,514) (1,272)
Proceeds from sale of property, plant and equipment 248 136 The consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments
Proceeds from the sale of a business net of transaction costs 280 - measured at fair value as explained in the notes to the consolidated financial statements (‘the Notes’).
Net investments in joint venture and associate 5.1 (14) (6) The accounting policies adopted are consistent with those of the previous period. Refer to Note 7.4 New accounting standards and
Net cash flows used in investing activities (1,000) (1,142) interpretations.
This Financial Report presents reclassified comparative information where required for consistency with the current year’s
Cash flows used in financing activities
presentation. In accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations, the Group has presented
Proceeds from borrowings 10,812 5,082
the profit or loss from discontinued operations separately from its continuing operations in its Consolidated Statement of Profit or
Repayment of borrowings (10,789) (5,129) Loss in the current period with the prior period restated. Refer to Note 5.3 Discontinued Operations for further details.
Payment of principal component of lease payments (907) (901)
Key judgements, estimates and assumptions
Dividends paid (844) (798)
Purchase of shares to satisfy the DRP (21) - The preparation of the financial statements requires judgement and the use of estimates and assumptions in applying the Group’s
Purchase of shares to satisfy the employee equity incentive plan (50) - accounting policies, which affect amounts reported for assets, liabilities, income and expenses.
Net cash flows used in financing activities (1,799) (1,746)
Judgements, estimates and assumptions are continuously evaluated and are based on the following:
The key areas involving judgement or significant estimates and assumptions are set out below:
Note Judgements
Note 2.7 Leases Determining the lease term
Note 5.1 Equity accounted investments Control and significant influence
Note Estimates and Assumptions
Note 2.4 Inventories Net realisable value, Commercial income
Note 2.7 Leases Incremental borrowing rate
Note 2.9 Provisions Employee benefits, Self-insurance, Restructuring
Note 4.1 Impairment of non-financial assets Assessment of recoverable amount
Note 6.2 Contingencies Contingent liabilities
Note 7.2 Employee share plans Valuation of share-based payments
Detailed information about each of these judgements, estimates and assumptions is included in the Notes together with
information about the basis of calculation for each affected line item in the financial statements.
84 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 85
Basis of preparation and accounting policies (continued) 1. Performance
The Notes
This section provides information on the performance of the Group, including segment results, earnings per share and
The Notes include information which is required to understand the consolidated financial statements and is material and relevant
income tax.
to the operations, financial performance and position of the Group.
3. Capital: this section provides information relating to the Group’s capital structure and financing. Other comprises Property and a product supply arrangement that are not separately reportable, as well as costs associated with
enterprise functions which include Insurance and Treasury.
4. Financial Risk: this section details the Group’s exposure to various financial risks, explains how these risks may impact the
Group’s financial performance or position, and details the Group’s approach to managing these risks. As a result of Express being classified as a discontinued operation, it is no longer presented in the segment disclosures from
continuing operations for the current and prior period.
5. Group Structure: this section provides information relating to subsidiaries and other material investments and divestments
of the Group. There are varying levels of integration between operating segments. This includes the common usage of property, services and
administration functions. Financing costs and income tax are managed on a Group basis and are not allocated to operating
6. Unrecognised Items: this section provides information about items that are not recognised in the consolidated financial
segments.
statements but could potentially have a significant impact on the Group’s financial performance or position in the future.
EBIT is the key measure by which management monitors the performance of the segments.
7. Other Disclosures: this section provides other disclosures required by Australian Accounting Standards that are considered
relevant to understanding the Group’s financial performance or position. The Group does not have operations in other geographic areas or economic exposure to any individual customer that is in excess
of 10% of sales revenue.
Basis of consolidation
In preparing these consolidated financial statements, subsidiaries are consolidated from the date the Group gains control until TOTAL
the date on which control ceases. The Group’s share of results of its equity accounted investments is included in the consolidated CONTINUING
financial statements from the date that significant influence or joint control commences until the date that significant influence SUPERMARKETS LIQUOR OTHER OPERATIONS
These consolidated financial statements are presented in Australian dollars, which is the functional currency of the Group. Foreign Profit before income tax 1,465
currency transactions are translated into the functional currency using the exchange rates at the transaction date. Foreign Income tax expense (423)
exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and Profit for the period from continuing operations 1,042
liabilities denominated in foreign currencies at reporting date exchange rates are generally recognised in profit or loss. They are Share of net loss from equity accounted investments
deferred in equity if they relate to qualifying cash flow hedges. included in EBIT (13)
Accounting policies
2022
Accounting policies that summarise the classification, recognition and measurement basis of financial statement line items and Sales revenue 34,624 3,613 - 38,237
that are relevant to the understanding of the consolidated financial statements are provided throughout the Notes. Segment EBIT 1,715 163 (51) 1,827
86 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 87
1.2 Earnings Per Share (‘EPS’) Employee benefits expense
2023 2022 The Group’s accounting policy for liabilities associated with employee benefits is set out in Note 2.9 Provisions. The policy relating to
share-based payments is set out in Note 7.2 Employee share plans.
EPS attributable to equity holders of the Company
Basic EPS (cents) 82.3 78.8 Retirement benefit obligations
Diluted EPS (cents) 82.1 78.7
The Group contributes to a number of superannuation funds on behalf of its employees, and the Group’s legal or constructive
EPS attributable to equity holders of the Company from continuing operations
obligation is limited to these contributions. Contributions payable by the Group are recognised as an expense in the Income
Basic EPS (cents) 78.1 78.6 Statement when incurred.
Diluted EPS (cents) 77.9 78.5
Profit for the period ($m)
Continuing operations 1,042 1,045
1.5 Financing costs
Discontinued operations 56 3 2023 2022
Total 1,098 1,048 $m $m
Weighted average number of ordinary shares for basic EPS (shares, million) 1,334 1,330 Interest on debt and borrowings 28 16
Weighted average number of ordinary shares for diluted EPS (shares, million) 1,338 1,331 Interest on lease liabilities 343 325
Calculation methodology Other finance related costs 23 19
Total financing costs 394 360
EPS is profit for the period attributable to ordinary equity holders of the Company, divided by the weighted average number of
ordinary shares on issue, adjusted to exclude shares held in trust during the period. Financing costs
Diluted EPS is calculated on the same basis except it includes the impact of any potential commitments the Group has to issue Financing costs directly attributable to the acquisition, construction or production of an asset, that necessarily takes more than 12
shares in the future. months to get ready for its intended use or sale, are capitalised as part of the cost of the asset. All other financing costs are
expensed in the period in which they are incurred.
Between the reporting date and the issue date of the Financial Report, there have been no transactions involving ordinary shares
or potential ordinary shares that would impact the calculation of EPS disclosed in the table above.
1.6 Income tax
1.3 Sales revenue The major components of income tax expense in the Income Statement are set out below:
transferred to the customer. For goods purchased in-store, control of the goods transfers to the customer at the point of sale. For Deferred income tax relating to origination and reversal of temporary differences 17 39
goods purchased online, control of the goods transfers to the customer upon delivery, or when collected by the customer. Adjustment in respect of deferred income tax of previous periods 25 3
451 425
Revenue comprises the fair value of consideration received or receivable for the sale of goods and is recorded net of discounts
Income tax expense is attributable to:
and goods and services tax (‘GST’).
Profit from continuing operations 423 422
Profit from discontinued operations 5.3 28 3
1.4 Administration expenses 451 425
2023 2022 The components of income tax expense recognised in Other Comprehensive Income (‘OCI’) are set out below:
$m $m
2023 2022
Employee benefits expense 5,118 4,804
$m $m
Occupancy and overheads 774 701
Deferred tax related to items recognised in OCI during the period:
Depreciation and amortisation1 1,461 1,385
Net profit on revaluation of cash flow hedges (4) (9)
Marketing expenses 234 230
Deferred income tax charged to OCI (4) (9)
Net impairment reversal (11) (11)
Other store expenses 668 551 The tax expense included in the Income Statement consists of current and deferred income tax.
Other administration expenses 604 537
Current Income Tax is: Deferred Income Tax is:
Total administration expenses 8,848 8,197
• the expected tax payable on taxable income for the period • recognised using the liability method
1 Total depreciation and amortisation from continuing operations is $1,523 million (2022: $1,432 million from continuing operations), the remaining depreciation and
amortisation is included within cost of sales. • calculated using tax rates enacted or substantively enacted • based on temporary differences between the carrying
at the reporting date amounts of assets and liabilities for financial reporting
Employee benefits expense is comprised of:
purposes and the amounts for taxation purposes
• inclusive of any adjustment to income tax payable or
2023 2022 recoverable in respect of previous periods • calculated using the tax rates that are expected to apply in
$m $m the period when the liability is settled or the asset realised,
Remuneration, bonuses and on-costs 4,673 4,396 based on the tax rates that have been enacted or
Superannuation expense 408 384 substantively enacted by the reporting date
Share-based payments expense 37 24
Both current and deferred income tax are charged or credited to the Income Statement. However, when it relates to items
Total employee benefits expense 5,118 4,804 charged or credited directly to the Statement of Changes in Equity or Other Comprehensive Income, the tax is recognised in
equity, or OCI, respectively.
88 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 89
1.6 Income tax (continued) 1.6 Income tax (continued)
Reconciliation of the Group’s applicable tax rate to the effective tax rate CHARGED TO
OPENING PROFIT OR CREDITED CLOSING
2023 2022
BALANCE LOSS TO OCI OTHER BALANCE
$m $m
2022 $m $m $m $m $m
Profit before tax from continuing operations 1,465 1,467
Provisions 61 6 - - 67
Profit before tax from discontinued operations 84 6
Employee benefits 257 (27) - - 230
Profit before income tax 1,549 1,473
Trade and other payables 50 (22) - - 28
At Australia’s corporate tax rate of 30.0% (2022: 30.0%) 465 442
Inventories 45 8 - - 53
Adjustments in respect of income tax of previous periods (9) (5)
Property, plant and equipment 153 18 - - 171
Share of results of joint venture 4 2
Intangible assets 18 (18) - - -
Non-deductible expenses for income tax purposes 6 2
Lease Liabilities 2,627 (268) - 245 2,604
Non-assessable income for income tax purposes (13) (11)
Cash flow hedges 9 (1) (9) - (1)
Utilisation of previously unrecognised capital losses (8) (5)
Other individually insignificant balances 12 (6) - - 6
Taxable gain on sale of Express business 6 -
Deferred tax assets 3,232 (310) (9) 245 3,158
Income tax expense reported in the Income Statement1 451 425
Accelerated depreciation for tax purposes 116 9 - - 125
1 At an effective income tax rate of 29.1% (2022: 28.9%).
Right-of-use assets 2,186 (271) - 245 2,160
Tax consolidation Other assets 9 (1) - - 8
Other individually insignificant balances 48 (5) - - 43
The Company and its 100% owned Australian resident subsidiaries formed an income tax consolidated group with effect from 31
Deferred tax liabilities 2,359 (268) - 245 2,336
December 2018.
Net deferred tax assets 873 (42) (9) - 822
The Company is the head entity of the tax consolidated group. Members of the group have entered into a tax sharing agreement
Tax assets and liabilities
which operates to manage joint and several liability for group tax liabilities amongst group members as well as enable group
members to leave the group clear of future group tax liabilities. Members of the group have also entered into a taxation funding Deferred tax assets are recognised to the extent it is probable that taxable profits will be available against which deductible
agreement which provides that each member of the tax consolidated group pay a tax equivalent amount to or from the parent in temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced
accordance with their notional current tax liability or current tax asset. Such amounts are reflected in amounts receivable from or to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be
payable to the parent company in their accounts and are settled as soon as practicable after lodgement of the consolidated tax recovered.
return and payment of the tax liability.
Deferred tax assets and liabilities are offset against each other when there is a legally enforceable right to set off current taxation
Deferred income tax balances recognised in the Balance Sheet assets against current taxation liabilities and it is the intention to settle these on a net basis.
CHARGED The Group has unrecognised deferred tax assets relating to temporary differences arising from its investments in Loyalty Pacific Pty
OPENING TO PROFIT CREDITED ACQUISITIONS CLOSING Ltd (operator of the Flybuys loyalty program) and Queensland Venue Co. Pty Ltd (‘QVC’), and capital losses from disposal of
BALANCE OR LOSS TO OCI /(DISPOSALS) OTHER BALANCE capital gains tax assets. Deferred tax assets have not been recognised in relation to these amounts as the Group has determined
2023 $m $m $m $m $m $m that at the reporting date, it is not probable that capital gains will be available against which the Group can utilise these benefits.
Provisions 67 11 - - - 78 The unrecognised deferred tax asset is $169 million (2022: $107 million).
Employee benefits 230 3 - (8) - 225 An uncertain tax treatment is any tax treatment applied by the Group where there is uncertainty over whether it will be accepted
Trade and other payables 28 6 - - - 34 by the relevant tax authority. If it is not probable that the treatment will be accepted, the effect of the uncertainty is reflected in the
Inventories 53 - - (1) - 52 period in which that determination is made (for example, by recognising an additional tax liability). The Group measures the
Property, plant and equipment 171 16 - (7) - 180 impact of the uncertainty using the method that best predicts the resolution of the uncertainty: either the most likely amount
Lease Liabilities 2,604 (273) - (218) 242 2,355 method or the expected value method. The judgements and estimates made to recognise and measure the effect of uncertain
Other individually insignificant balances 6 5 - (1) - 10 tax treatments are reassessed whenever circumstances change or when there is new information that affects those judgements.
Deferred tax assets 3,159 (232) - (235) 242 2,934
The Group determined, based on its tax compliance, that it is probable that its tax treatments applied at 25 June 2023 will be
Accelerated depreciation for tax accepted by the taxation authorities.
purposes 125 5 - - - 130
Intangible assets - 44 - (7) - 37 Goods and Services Tax (‘GST’)
Right-of-use assets 2,160 (258) - (192) 242 1,952 Revenue, expenses and assets are recognised net of GST, except:
Other assets 8 (1) - - - 7
• when the GST incurred on the sale or purchase of assets or services is not payable to or recoverable from the taxation authority,
Cash flow hedges 1 - 4 - - 5
in which case GST is recognised as part of the revenue or the expense item or as part of the cost of acquisition of the asset; or
Other individually insignificant balances 43 20 - - - 63
Deferred tax liabilities 2,337 (190) 4 (199) 242 2,194 • when receivables are stated with the amount of GST included.
Net deferred tax assets 822 (42) (4) (36) - 740 The net amount of GST recoverable from or payable to the taxation authority is included as part of receivables or payables in the
Balance Sheet. Commitments and contingencies are disclosed net of the amount of GST recoverable from or payable to the
taxation authority.
Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing
and financing activities where recoverable or payable to the taxation authority is classified as part of operating cash flows.
90 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 91
2. Assets and Liabilities 2.2 Trade and other receivables
Trade and other receivables are comprised of the following:
This section details the assets used in the Group’s operations and the liabilities incurred as a result. 2023 2022
$m $m
Trade receivables 1
470 386
2.1 Cash and cash equivalents Other receivables 154 95
624 481
Cash and cash equivalents are comprised of the following:
Allowance for expected credit losses (19) (11)
2023 2022 Total trade and other receivables 605 470
$m $m 1 Includes commercial income due from suppliers of $149 million (2022: $117 million).
Cash on hand and in transit 511 559
Trade receivables and other receivables are classified as financial assets held at amortised cost.
Cash at bank and on deposit 86 30
Total cash and cash equivalents 597 589 Trade receivables
All receivables from EFT, credit card and debit card point of sale transactions during the period are classified as cash and cash Trade receivables are initially recognised at the amount due and subsequently at amortised cost using the effective interest
equivalents. method, less an allowance for expected credit losses (impairment provision). The carrying value of trade and other receivables,
less impairment provisions, is considered to approximate fair value, due to the short-term nature of the receivables.
For the purpose of the Cash Flow Statement, cash and cash equivalents includes cash on hand and in transit, at bank and on
deposit, net of outstanding bank overdrafts which are repayable on demand. Impairment of trade receivables
Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits earn interest at the respective The collectability of trade and other receivables is reviewed on an ongoing basis. Individual debts which are known to be
short-term deposit rates. uncollectable are written off when identified.
Reconciliation of profit for the period to net cash flows from operating activities The Group recognises an impairment provision based upon anticipated lifetime losses of trade receivables. The anticipated
lifetime losses are determined with reference to historical experience and are regularly reviewed and updated.
2023 2022
$m $m The amount of the impairment loss is recognised in the Income Statement within ‘Administration expenses’.
92 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 93
2.4 Inventories
(5,334)
(127)
(579)
(5,161)
(82)
(568)
(117)
(162)
(58)
4,807
1,152
11
4,985
982
9,968
4,807
4,463
1,038
14
4,807
1,212
TOTAL
$m
10,319
4,985
Property, plant and equipment is carried at cost less accumulated depreciation and any recognised impairment. Cost comprises expenditure that is directly attributable to the acquisition of the item
and subsequent costs incurred that are eligible for capitalisation. Repairs and maintenance costs are charged to the Income Statement during the period in which they are incurred. Property, plant
Inventories comprise goods held for resale and are valued at the lower of cost and net realisable value, which is the estimated
selling price less estimated costs to sell.
The cost of inventory is based on purchase cost, after deducting certain types of commercial income and including logistics and
store remuneration incurred in bringing inventories to their present location and condition.
Volume-related supplier rebates, and supplier promotional rebates where they exceed spend on promotional activities, are
(679)
(68)
(25)
(2)
(682)
(75)
(6)
1,236
505
554
505
554
500
135
138
554
170
LEASEHOLD
IMPROVEMENTS
$m
Term of lease
1,184
46
-
accounted for as a reduction in the cost of inventory and recognised in the Income Statement when the inventory is sold.
An inventory provision is recognised where the realisable value from sale of inventory is estimated to be lower than
the inventory’s carrying value. Inventory provisions for different product categories are estimated based on various
factors, including expected sales profile, prevailing sales prices, seasonality and expected losses associated with
slow-moving inventory items.
(4,563)
(38)
(507)
(90)
(24)
(4,368)
(16)
(489)
(16)
3,576
960
(3)
3,874
795
7,944
3,576
3,313
790
(6)
3,576
991
PLANT &
EQUIPMENT
$m
3 – 20 years
8,437
3,874
Commercial income
Commercial income represents various discounts or rebates provided by suppliers. These include:
(5)
(36)
(4)
(2)
(67)
(10)
(27)
(4)
(22)
159
159
49
268
258
301
10
258
51
BUILDINGS
$m
20 – 40 years
164
258
10
• contributions towards promotional activity for a supplier’s product
Depending on the type of arrangement with the supplier, commercial income will either be deducted from the cost of inventory
(where it relates to the purchase of inventory) or recognised as a reduction in related expenses (where it relates to the sale of
goods).
Amounts due from suppliers are recognised within trade receivables, except in cases where the Group has the legal right and the
intention to offset, in which case only the net amount receivable or payable is presented. Refer to Note 4.3 Financial instruments for
(53)
(69)
(101)
(39)
(14)
(87)
447
LAND
$m
447
534
419
136
-
14
-
520
419
349
103
-
20
419
-
Not applicable
details of amounts offset in the Balance Sheet.
and equipment is depreciated on a straight-line basis to its residual value over its expected useful life.
Key estimate: Commercial income
The recognition of certain types of commercial income requires the following estimates:
• the volume of inventory purchases that will be made during a specific period
Net loss on disposal of property, plant and equipment during the period was $2 million (2022: $14 million net loss).
• the amount of the related product that will be sold
Estimates are based on historical and forecast sales and inventory turnover levels
1
Disposals and write-offs
(Impairment)/Reversal
(Impairment)/Reversal
Useful life (range)
Sale of Business
Depreciation
Depreciation
Additions
Additions
2022
2023
Cost
Cost
1
94 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 95
2.6 Intangible assets
(3)
(108)
(132)
(1,100)
(1)
(1,204)
(72)
2,035
1,864
1,698
1,864
361
435
2,964
278
2,035
1,864
TOTAL
$m
3,239
375
The Group’s intangible assets comprise licences, software and goodwill.
Licences and software are measured initially at acquisition cost or costs incurred to develop the asset. Intangible assets acquired
in a business combination are recognised at fair value at the acquisition date. Following initial recognition, intangible assets with
finite useful lives are carried at cost less accumulated amortisation and accumulated impairment losses. They are amortised on a
-
29
-
29
27
2
-
-
-
29
-
31
29
2
-
-
31
-
LICENCES
$m
Indefinite
31
straight-line basis over their estimated useful lives. Intangible assets with indefinite useful lives are not amortised. Instead, they are
tested for impairment annually or more frequently if events or changes in circumstances indicate they may be impaired.
Licences have been assessed as having indefinite lives on the basis that the licences are expected to be renewed in line with
business continuity requirements.
For internally generated software, research costs are expensed as incurred. Development expenditure is capitalised when
management has the intention to develop the asset, it is probable that future economic benefits will flow to the Group and the
(108)
(132)
(1,100)
(1)
(3)
(1,204)
(27)
889
515
435
1,775
675
272
675
361
SOFTWARE
$m
675
373
5 – 15 years
2,093
889
cost can be reliably measured.
In respect to cloud computing arrangements, the Group assesses whether the arrangement contains a lease and if not, whether
the arrangement provides the Group with a resource that it can control. Costs associated with implementation are then assessed
as to whether they can be capitalised in accordance with relevant accounting standards.
Goodwill
Goodwill recognised by the Group has arisen as a result of business combinations and represents the future economic benefits that
(45)
1,160
1,156
4
1,160
-
-
-
-
GOODWILL
$m
-
1,115
-
1,160
-
-
Indefinite
1,115
-
1,115
1,160
arise from assets that are not capable of being individually identified and separately recognised.
Goodwill is initially measured as the amount the Group has paid in acquiring a business over and above the fair value of the
individual assets and liabilities acquired. Goodwill is considered to have an indefinite useful economic life. It is therefore not
amortised but is instead tested annually for impairment, or more frequently if events or changes in circumstances indicate that it
might be impaired. Goodwill is carried at cost less any accumulated impairment losses and, for the purpose of impairment testing,
is allocated to cash generating units.
Refer to Note 4.1 Impairment of non-financial assets for further details on impairment testing.
Sale of business
Amortisation
Amortisation
Impairment
Additions
Additions
2022
2023
Cost
Cost
96 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 97
2.7 Leases 2.7 Leases (continued)
The Group has lease agreements for properties and various items of machinery, vehicles and other equipment used in its Extension options
operations.
Extension options are included in the majority of property leases across the Group. Where practicable, the Group seeks to include
Set out below are the carrying amounts of recognised right-of-use assets and movements during the period: extension options when negotiating leases to provide flexibility and align with business needs. Leases may contain multiple
extension options and are exercisable only by the Group and not by the lessors.
2023 2022
NON- NON- Extension options are only reflected in the lease liability when it is reasonably certain they will be exercised. When assessing if an
PROPERTY PROPERTY PROPERTY PROPERTY option is reasonably certain to be exercised, a number of factors are considered including the option expiry date, whether formal
LEASES LEASES TOTAL LEASES LEASES TOTAL approval to extend the lease has been obtained, store trading performance and the strategic importance of the site. Where a
$m $m $m $m $m $m lease contains multiple extension options, only the next option is considered in the assessment. Option periods range from 1 to 15
years.
At beginning of period 7,096 103 7,199 7,176 112 7,288
Additions 388 47 435 183 25 208 Of the Group’s lease portfolio, 92% of leases have extension options (2022: 70%). Of those leases, 8%1 have an extension option
Other remeasurements 1
included in the calculation of the lease liability at 25 June 2023 (2022: 30%).
Continuing operations 344 - 344 568 - 568
The following amounts have been recognised in the Income Statement relating to continuing operations:
Discontinued operations 16 - 16 30 - 30
Depreciation expense 2023 2022
Continuing operations (767) (52) (819) (750) (34) (784) $m $m
Discontinued operations (28) - (28) (111) - (111) Depreciation of right-of-use assets 819 784
Sale of business (640) - (640) - - - Interest expense on lease liabilities 343 325
At end of period 6,409 98 6,507 7,096 103 7,199 Expenses relating to short-term leases (included in administration expenses) 5 2
1 Includes reasonably certain options and remeasurements, net of leases terminated. Variable lease payments based on sales (included in administration expenses) 70 47
Other variable lease payments (included in administration expenses) 6 3
Set out below are the carrying amounts of recognised lease liabilities and movements during the period:
Total amount recognised in the Income Statement 1,243 1,161
2023 2022 The Group recognised a total gain of $8 million relating to two sale and leaseback transaction during the period (2022: $17 million).
$m $m
Group as lessee
At beginning of period 8,681 8,756
Additions 435 208 The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to
Other remeasurements1 control the use of an identified asset for a period of time in exchange for consideration.
Continuing operations 352 587
The Group applies a single recognition and measurement approach for all leases, except for short-term leases (leases with a term
Discontinued operations 16 31
of 12 months or less) and leases of low-value assets. The Group recognises lease liabilities to make future lease payments and
Accretion of interest right-of-use assets representing the right to use the underlying assets from the date the leased asset is available for use by the
Continuing operations 343 325 Group.
Discontinued operations 29 38
Each lease payment is apportioned between the liability and financing costs. Financing costs are recognised in the Income
Payments
Statement over the lease term so as to produce a constant periodic rate of interest on the remaining liability.
Continuing operations (1,146) (1,105)
Discontinued operations (133) (159) The right-of-use asset is depreciated on a straight-line basis over the shorter of the asset’s useful life and the lease term (which
Sale of business (728) - includes options that are considered ‘reasonably certain’). Payments associated with short-term leases and leases of low-value
At end of period 7,849 8,681 assets are expensed when incurred in the Income Statement.
Current 820 914 Cash payments for the principal portion of the lease liability are presented within financing activities in the Cash Flow Statement,
Non-current 7,029 7,767 while payments relating to short-term leases, low-value assets and variable lease components not included in the measurement
1 Includes reasonably certain options and remeasurements, net of leases terminated. of the lease liability are presented within cash flows from operating activities.
The maturity analysis of lease liabilities is disclosed in Note 4.2 Financial risk management. Lease liabilities are initially measured at net present value and comprise the following:
Variable lease payments based on sales • fixed payments (including in-substance fixed payments), less any lease incentives
A number of the Group’s retail property lease agreements contain variable payment terms that are linked to sales. These lease • variable lease payments based on an index or rate, using the index or rate at the commencement date
payments are based on a percentage of sales recorded by a particular store. The specific percentage rent adjustment • the exercise price of a purchase option if the lessee is reasonably certain to exercise that option
mechanism varies by individual lease agreement. Variable payment terms are used for a variety of reasons, including minimising
• payment of termination penalties if the lessee is reasonably certain to terminate the lease and incur penalties.
the fixed costs base for newly established stores. Variable lease payments are recognised in profit or loss in the period in which the
condition that triggers those payments occurs and are generally payable for future periods in the lease term. If the interest rate implicit in the lease cannot be readily determined, the lease payments are discounted using the lessee’s
incremental borrowing rate at the lease commencement date.
The following provides information on the Group’s variable lease payments, including the magnitude in relation to fixed payments:
2023 2022
FIXED VARIABLE FIXED VARIABLE
PAYMENTS PAYMENTS TOTAL PAYMENTS PAYMENTS TOTAL
$m $m $m $m $m $m
Leases with lease payments
based on sales 614 70 684 587 47 634
1 75% of these leases contain one or more future extension options not included in the lease liability (2022: 54%).
98 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 99
2.7 Leases (continued) 2.8 Trade and other payables
Group as lessee (continued) Trade and other payables are comprised of the following:
Right-of-use assets are measured at cost and comprise the following: 2023 2022
$m $m
• the initial measurement of the lease liability
Trade payables 3,281 3,211
• any lease payments made at or before the commencement date, less any lease incentives received
Other payables 1,153 1,124
• any initial direct costs Total trade and other payables 4,434 4,335
• any restoration costs
Trade payables are non-interest-bearing and are recognised initially at fair value and subsequently measured at amortised cost
Right-of-use assets are also subject to impairment testing. Refer to the accounting policies in Note 4.1 Impairment of non-financial using the effective interest method.
assets.
2.9 Provisions
Key estimate: Incremental borrowing rate
2023 2022
If the Group cannot readily determine the interest rate implicit in the lease, it uses its incremental borrowing rate (IBR)
$m $m
to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar
Current
term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a
Employee benefits 736 716
similar economic environment.
Restructuring provision 37 6
The IBR requires estimation when no observable rates are available or when adjustments need to be made to reflect Self-insurance liabilities 110 114
the terms and conditions of the lease. The Group estimates the IBR using observable market inputs when available Other 22 18
and is required to make certain estimates specific to the Group (such as credit risk).
Total current provisions 905 854
Non-current
Key judgement: Determining the lease term Employee benefits 65 72
Extension options are included in the majority of property leases across the Group. In determining the lease term, all Restructuring provision 52 96
facts and circumstances that create an economic incentive to exercise an extension option are considered. Self-insurance liabilities 259 256
Extension options are only included in the lease term if the lease is reasonably certain to be exercised. The assessment Total non-current provisions 376 424
is reviewed if a significant event or change in circumstance occurs which affects this assessment and is within the
Movements in restructuring, self-insurance, and other provisions
control of the Group.
Changes in the assessment of the lease term are accounted for as a reassessment of the lease liability at the date of SELF-
The undiscounted lease payments to be received are set out below: Unwind / changes in discount rate - 4 - 4
At end of period 89 369 22 480
2023 2022 Current 37 110 22 169
$m $m Non-current 52 259 - 311
Within one year 18 29
Between one and five years 46 59
More than five years 35 37
Total 99 125
Rental income is accounted for on a straight-line basis over the lease term and is included in ‘Other operating revenue’ in the
Income Statement. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount
of the leased asset and recognised over the lease term on the same basis as rental income. Variable lease income not dependent
on an index or rate is recognised as revenue in the period in which it is earned. The Group recognised income of $20 million for the
period with respect to subleasing of its right-of-use assets (2022: $19 million).
100 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 101
2.9 Provisions (continued) 3. Capital
Provisions are:
• recognised when the Group has a legal or constructive obligation as a result of a past event, it is probable that cash will be This section provides information relating to the Group’s capital structure and financing.
required to settle the obligation and the amount can be reliably estimated;
• measured at the present value of the estimated cash outflow required to settle the obligation.
The Group’s capital management strategy aims to ensure the Group has continued access to funding for current and future
Where a provision is non-current, and the effect is material, the nominal amount is discounted. The discount is recognised as a business activities by maintaining a mix of equity and debt financing, while maximising returns to shareholders.
financing cost in the Income Statement. The Group’s objective is to maintain investment grade credit metrics to optimise the weighted average cost of capital over the
long term, enable access to long term debt capital markets and build investor confidence.
PROVISION KEY ESTIMATES
The Directors consider the capital structure at least twice a year and provide oversight of the Group’s capital management.
Employee benefits Employee benefits provisions are based Capital is managed through the following:
on a number of estimates including, but
Provisions for employee entitlements to annual leave, long service leave and • repaying or raising debt in line with ongoing business requirements and growth opportunities aligned with the Group’s strategic
not limited to:
employee incentives (where the Group does not have an unconditional right objectives
to defer payment for at least twelve months after the reporting date) are • expected future wages and salaries
• amount of ordinary dividends paid to shareholders
recognised within the current provision for employee benefits and represent • attrition (applicable to long service
the amount which the Group has a present obligation to pay, resulting from • raising and returning capital.
leave provisions only)
employees’ services up to the reporting date.
• discount rates
All other short-term employee benefit obligations are presented as payables. 3.1 Interest-bearing liabilities
• expected salary related payments,
2023 2022
Liabilities for long service leave where the Group has an unconditional right interest and on-costs following a
$m $m
to defer payment for at least twelve months after the reporting date are review of the pay arrangements for
Non-current
recognised within the non-current provision for employee benefits. award-covered salaried team
members Bank debt 72 50
Self-insurance Self-insurance provisions are based on a Capital market debt 1,046 1,045
number of estimates including, but not Total non-current interest-bearing liabilities 1,118 1,095
The Group is self-insured for workers compensation and certain general
limited to: Interest-bearing loans and borrowings are initially recorded at fair value, net of attributable transaction costs. Subsequent to initial
liability risks. The Group seeks external actuarial advice in determining
self-insurance provisions. Provisions are discounted and are based on claims • discount rates recognition, interest-bearing loans and borrowings are measured at amortised cost using the effective interest method. Gains and
reported and an estimate of claims incurred but not reported. losses are recognised in the Income Statement when the liabilities are derecognised.
• future inflation
These estimates are reviewed bi-annually, and any reassessment of these • average claim size
estimates will impact self-insurance expense. 3.2 Contributed equity and reserves
• claims development
Contributed equity
• risk margin
Restructuring Restructuring provisions are based on a Contributed equity represents the number of ordinary shares on issue less shares held in trust by the Group. Ordinary shares on
number of estimates including, but not issue are fully paid and carry one vote per share and the right to dividends. Shares held in trust are ordinary shares that have
Restructuring provisions are recognised when restructuring has either
limited to: been repurchased by the Group and are being held to satisfy employee equity incentive plans.
commenced or has raised a valid expectation in those affected, and the
Group has a detailed formal plan identifying: • number of employees impacted Incremental costs directly attributable to the issue of new shares are recognised as a deduction from equity, net of any related
income tax benefit.
• the business or part of the business impacted • employee tenure and costs
• restructure timeframes The following reconciliation shows the total number of ordinary shares on issue less the shares held in trust:
• the location and approximate number of employees impacted
102 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 103
4. Financial Risk
3.2 Contributed equity and reserves (continued)
This section details the Group’s exposure to various financial risks, explains how these risks may impact the Group’s
Cash flow hedge reserve
financial performance or position, and details the Group’s approach to managing these risks.
The hedging reserve records the portion of the gain or loss on a cash flow hedging instrument that is determined to be in an
effective hedge relationship. The effective portion of the gain or loss on the hedging instrument is recognised in Other
Comprehensive Income within the cash flow hedge reserve, while any ineffective portion is recognised immediately in the Income
4.1 Impairment of non-financial assets
Statement.
The Group tests property, plant and equipment and intangible assets for impairment to ensure they are not carried above their
Share-based payments reserve
recoverable amounts:
The share-based payments reserve reflects the fair value of awards recognised as an expense in the Income Statement.
• at least annually for goodwill
• where there is an indication that assets may be impaired (which is assessed at least at each reporting date).
3.3 Dividends paid and proposed
These tests are performed by assessing the recoverable amount of each individual asset or, if this is not possible, the recoverable
The Company considers current earnings, future cash flow requirements, targeted credit metrics and availability of franking credits
amount of the cash generating unit (‘CGU’) to which the asset belongs. CGUs are the lowest levels at which assets are grouped
in determining the amount of dividends to be paid.
and generate separately identifiable cash inflows. The recoverable amount, measured at the asset or CGU level, is the higher of
Dividends are recognised as a liability in the Balance Sheet in the period in which they are determined by the Board. fair value less costs of disposal (‘FVLCOD’), or value in use (‘VIU’). A discounted cash flow model is used to determine the
recoverable amount under both FVLCOD and VIU. FVLCOD is based on a market participant approach and is estimated using
CENTS PER SHARE TOTAL $m assumptions that a market participant would use when pricing the asset or CGU. VIU is determined by discounting the future cash
2023 2022 2023 2022 flows expected to be generated from the continuing use of an asset or CGU.
Fully franked dividends determined and paid during
the period
Key estimate: Assessment of recoverable amount
Paid final dividend 30.0 28.0 401 373
FVLCOD valuations are considered Level 3 in the fair value hierarchy due to the use of unobservable inputs in the
Paid interim dividend 36.0 33.0 482 441
calculation. The assumptions represent management’s assessment of future trends in the relevant industry and have
66.0 61.0 883 814
been based on historical data from both external and internal sources. VIU calculation represent management’s
best estimate of the economic conditions that will exist over the remaining useful life of the asset or CGU in its current
Fully franked dividends proposed and unrecognised at condition.
reporting date1
Both FVLCOD and VIU calculations use judgements and estimates. In particular, significant judgements and
Final dividend proposed 30.0 30.0 4021 401
estimates are made in relation to the following:
30.0 30.0 4021 401
1 Estimated final dividend payable, subject to variations in the number of shares up to the record date. Forecast future cash flows
The Company operates a Dividend Reinvestment Plan (‘DRP’) under which eligible holders of ordinary shares are able to reinvest Forecast future cash flows are based on the Group’s latest Board approved internal five-year forecasts and reflect
all or part of their dividend payments into additional fully paid Coles Group Limited shares. management’s best estimate of income, expenses, capital expenditure and cash flows for each asset or CGU.
Internal forecasts have considered the ongoing impacts of the cost of living on income and expenses. Changes in
Franking account
selling prices and direct costs are based on past experience and management’s expectation of future changes in
$m $m In addition, consideration has been given to the potential financial impacts of climate change related risks on the
Total franking credits available for subsequent periods based on a tax rate of 30% (2022: 30%) 549 558 carrying value of goodwill through a qualitative review of the Group’s climate change risk assessment. This review did
not identify any material financial reporting impacts.
When calculating the FVLCOD of an asset or CGU, future forecast cash flows also incorporate reasonably available
market participant assumptions such as enhancement capital expenditure.
Discount rates
Estimated future cash flows are discounted to their present value using discount rates that reflect the Group’s
weighted average cost of capital, adjusted for risks specific to the asset or CGU. The rates have been calculated in
conjunction with independent valuation experts.
Cash flows beyond the five-year period are extrapolated using estimated long-term growth rates. The growth rates
are based on historical performance as well as expected long-term market operating conditions specific to each
asset or CGU and with reference to long-term average industry growth rates. Growth rates have been calculated
with the assistance of independent valuation experts.
The judgements and estimates used in assessing impairment are best estimates based on current and forecast
market conditions and are subject to change in the event of shifting economic and operational conditions. Actual
cash flows may therefore differ from forecasts and could result in changes to impairment recognised in future
periods.
104 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 105
4.1 Impairment of non-financial assets (continued) 4.2 Financial risk management (continued)
Net impairment reversal for the current and prior period is included in ‘Administration expenses’ in the Income Statement as it In the normal course of business, the Group is exposed to various risks as set out below:
relates to the day-to-day management of the Group’s freehold property portfolio and other non-financial assets.
RISK EXPOSURE MANAGEMENT
2023 2022 Market risks
OTHER OTHER Interest rate risk The Group’s exposure to interest rate The Group manages interest rate risk by having access to both
NON- NON- risk relates primarily to interest- fixed and variable debt facilities. In line with the Policy, this risk is
FINANCIAL FINANCIAL bearing liabilities where interest is further managed by hedging a portion of the variable rate debt
PROPERTY ASSETS TOTAL PROPERTY ASSETS TOTAL charged at variable rates. exposures with derivative financial instruments to convert floating
$m $m $m $m $m $m rate debt obligations to fixed rate obligations.
Impairment (32) (3) (35) (4) (10) (14) Foreign exchange risk The Group has exposure to foreign To manage foreign currency transaction risk, the Group hedges
Reversal 46 - 46 24 1 25 exchange risk principally arising material foreign currency denominated expenditure at the time
Net impairment reversal/ from purchases of inventory and of the commitment and hedges a proportion of foreign currency
(impairment) 14 (3) 11 20 (9) 11 capital equipment denominated in denominated forecast exposures (mainly relating to the purchase
foreign currencies. of inventory) through the use of forward foreign exchange
Recognised impairment
contracts.
An impairment loss is recognised in the Income Statement if the carrying amount of an asset or a CGU exceeds its recoverable Commodity price risk The Group is exposed to changes in To mitigate the variability of wholesale electricity prices, the
amount. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill commodity prices in respect to the Group utilises Power Purchase Arrangements (‘PPAs’) and
allocated to the CGU and then to reduce the carrying amount of other assets in the CGU. price of electricity. electricity swaps.
Liquidity risk The Group is exposed to liquidity Liquidity risk is measured under both normal market operating
Reversal of impairment
and funding risk from operations conditions and under a crisis situation which curtails cash flows for
Where there is an indication that previously recognised impairment losses may no longer exist or may have decreased, the asset is and external borrowings. an extended period. This approach is designed to ensure that the
re-tested for impairment. The impairment loss is reversed only to the extent that the carrying amount of the asset does not exceed Group’s funding framework is sufficiently flexible to ensure liquidity
Liquidity risk is the risk that
the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment been recognised. under a wide range of market conditions.
unforeseen events cause pressure
Impairments recognised for goodwill are not reversed.
on, or curtail, the Group’s cash flows. The Group regularly reviews its short, medium and long-term
Goodwill impairment testing funding requirements. The Policy requires that sufficient
Funding risk is the risk that sufficient
committed funds are available to meet medium term
For the purpose of impairment testing, goodwill is allocated to CGUs or groups of CGUs according to the level at which funds will not be available to meet
requirements, with flexibility and headroom in the event a
management monitors goodwill. The FVLCOD valuation methodology was applied to determine the recoverable amount of CGUs. the Group’s financial commitments
strategic opportunity should arise. The Group maintains a liquidity
in a timely manner.
The following table presents a summary of the goodwill allocation and the key assumptions used in determining the recoverable reserve in the form of undrawn facilities of at least $1 billion.
amount of each CGU: Credit risk The Group is exposed to credit risk The majority of the Group’s sales are on a cash basis, and the
from its financing activities, Group’s exposure to credit risk from customer sales is minimal.
2023 2022
including deposits with financial
SUPERMARKETS LIQUOR SUPERMARKETS LIQUOR EXPRESS The Group’s trade and other receivables relate largely to
institutions and other financial
Goodwill allocation ($m) 986 129 986 129 45 commercial income due from suppliers and other receivables
instruments.
Indefinite life intangible assets ($m) - 31 - 29 - from creditworthy third parties.
With respect to credit risk arising
Post-tax discount rate (%) 7.5% 7.5% 7.6% 7.6% 7.9% Counterparty limits, credit ratings and exposures are actively
from cash and cash equivalents,
Terminal growth rate (%) 2.0% 2.0% 2.8% 2.8% nil managed in accordance with the Policy. The Group’s exposure to
trade and other receivables and
bad debts is not significant, and default rates have historically
Sensitivity analysis is performed to determine the point at which the recoverable amount is equal to the carrying amount for each certain derivative instruments, the
been very low. The credit quality of trade and other receivables
CGU. For the Group’s CGUs, based on current economic conditions and CGU performance, no reasonably possible change in a Group’s exposure arises from default
neither past due nor impaired has been assessed as high on the
key assumption used in the determination of the recoverable value is expected to result in a material impairment. of the counterparty.
basis of credit ratings (where available) or historical information
Credit risk for the Group also arises about counterparty default.
4.2 Financial risk management from various financial guarantees in
Since the Group trades only with recognised creditworthy third
which members of the Group act as
parties, there is no requirement for collateral by either party.
The following note outlines the Group’s exposure to and management of financial risks. These arise from the Group’s guarantor.
requirement to access financing (bank debt, capital market debt and overdrafts), from the Group’s operational The carrying amount of trade and other receivables and other
activities (cash, trade receivables and payables) and from instruments held as part of the Group’s risk management financial assets in the Balance Sheet represents the Group’s
activities (derivative financial instruments). maximum exposure to credit risk.
The Policy requires periodic reporting of financial risks to the Board, and its application is subject to oversight from the Chief
Financial Officer and the Chairman of the Audit and Risk Committee.
The Policy allows the use of various derivatives to hedge financial risks and provides guidance in relation to volume and tenor of
these instruments.
106 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 107
4.2 Financial risk management (continued) 4.2 Financial risk management (continued)
Foreign exchange risk Interest rate risk
The Group is primarily exposed to foreign exchange risk in relation to the United States dollar (USD), the Euro (EUR) and the British At the reporting date, the Group has the following financial assets and liabilities exposed to variable interest rate risk that, with the
Pound (GBP). The Group considers its exposure to USD, EUR and GBP arising from purchases to be a long-term and ongoing exception of interest rate swaps, are not designated as cash flow hedges:
exposure that is highly probable.
2023 2022
The table below sets out the total forward exchange contracts at the reporting date and the carrying value of the derivative asset WEIGHTED WEIGHTED
/ (liability) positions: AVERAGE AVERAGE
EXPOSURE INTEREST RATE EXPOSURE INTEREST RATE
WEIGHTED AVERAGE
$m % $m %
NOTIONAL VALUE CARRYING VALUE HEDGE RATE
Financial assets
2023 2022 2023 2022 2023 2022
Cash at bank and on deposit 86 3.4 30 0.5
BUY / SELL $m $m $m $m
Financial liabilities
USD / AUD 103 82 2 3 0.68 0.72
Bank debt (75) (5.5) (50) (2.1)
EUR / AUD 197 208 5 (10) 0.62 0.61
Capital market debt (150) (4.9) (150) (2.1)
GBP / AUD 38 37 1 (1) 0.54 0.54
Less: interest rate swaps (notional principal amount) 150 (2.0) 150 1.3
AUD / USD (8) (3) (0) - 0.67 0.71
Net exposure to cash flow interest rate risk 11 (20)
At the reporting date, the Group has the following exposures to USD, EUR and GBP:
Interest rate sensitivity
USD EUR GBP
A 100 basis point increase represents management’s assessment of the reasonably possible change in interest rates. Based on the
$m €m £m
variable interest rate exposures in existence at the reporting date, if interest rates increased by 100 basis points, with all other
2023 2022 2023 2022 2023 2022
variables held constant, the impact would be:
Financial assets
Cash and cash equivalents 5 3 - - - - POST-TAX PROFIT POST-TAX OCI
Trade receivables 10 13 - - - - INCREASE/(DECREASE): INCREASE/(DECREASE):
Trade and other payables (68) (65) (28) (33) (3) (6) Impacts of reasonably possible movements:
Forward exchange contracts (6) (2) - - - - +1.0% (100 basis points) - - 2 3
Net exposure 12 8 95 94 18 14 Liquidity risk
1 EUR forward exchange contracts of $56 million (2022: $86 million) relate to capital commitments. The remaining contracts hedge current and future trade payables
denominated in EUR.
The Group aims to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts and bank
debt with a variety of counterparties.
Foreign exchange rate sensitivity
The committed facilities of the Group are set out below:
At the reporting date, had the Australian dollar moved against the USD, EUR and GBP (with all other variables held constant), the
Group’s post-tax profit and OCI would have been affected by the change in value of its financial assets and financial liabilities. 2023 2022
$m $m
The following sensitivities are based on the foreign exchange risk exposures in existence at the reporting date and the
Financing facilities available:
determination of reasonably possible movements based on management’s assessment of reasonable fluctuations:
Bank overdrafts 13 13
POST-TAX PROFIT POST-TAX OCI Revolving multi-option facilities 2,715 2,715
INCREASE/(DECREASE): INCREASE/(DECREASE): 2,728 2,728
2023 2022 2023 2022 Financing facilities utilised:
RATE CHANGE $m $m $m $m Revolving multi-option facilities 75 50
AUD / USD +10% 1 2 (2) (2) Guarantees issued 1
350 333
-10% (1) (2) 3 3 425 383
AUD / EUR +10% - 1 (10) (10) Financing not utilised:
-10% - (1) 12 13 Bank overdrafts 13 13
AUD / GBP +10% - - (2) (2) Revolving multi-option facilities1 2,290 2,332
-10% - - 3 2 2,303 2,345
1 As of 25 June 2023, bank guarantees totalling $350 million (2022: $333 million) have been issued on behalf of the Group through the revolving multi-option facilities.
While the Company has entered into these guarantees, the probability of having to make payments under these guarantees is considered remote.
The Group holds $597 million cash and cash equivalents at the reporting date (2022: $589 million).
Maturity analysis
The table below sets out the Group’s financial liabilities across the relevant maturity periods based on their contractual maturity
date. At the reporting date, the remaining undiscounted contractual maturities of the Group’s financial liabilities and their carrying
amounts are as follows:
108 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 109
4.2 Financial risk management (continued) 4.3 Financial instruments
TOTAL Financial assets and liabilities measured at fair value
CONTRACTUAL CARRYING
The following table sets out the fair value measurement hierarchy of the Group’s derivative financial instruments:
< 12 MONTHS 1-2 YEARS 2-5 YEARS > 5 YEARS CASH FLOWS AMOUNT
$m $m $m $m $m $m 2023 2022
2023 FAIR VALUE ASSET LIABILITY ASSET LIABILITY
Trade and other payables HIERACHY $m $m $m $m
(less accrued interest) 4,427 - - - 4,427 4,427 Cash flow hedges
Bank debt (principal and interest) 16 16 93 - 125 74 Forward exchange contracts Level 2 8 (1) 4 (11)
Capital market debt (principal and interest) 28 28 504 628 1,188 1,050 Interest rates swaps Level 2 7 - 7 -
Lease liabilities 1,175 1,178 3,299 5,326 10,978 7,849 Electricity swaps Level 2 - - 15 (13)
Power Purchase Arrangement 6 5 - - 11 10 Power Purchase Arrangement Level 3 21 (10) 48 (38)
Total 5,652 1,227 3,896 5,954 16,729 13,410 Total 36 (11) 74 (62)
The Group measures certain financial instruments, such as derivatives, at fair value at each reporting date. Fair value is the price
2022
that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the
Trade and other payables measurement date.
(less accrued interest) 4,330 - - - 4,330 4,330
Bank debt (principal and interest) 12 11 59 - 82 52 The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or
liability, assuming that market participants act in their economic interest. The Group uses valuation techniques that are
Capital market debt (principal and interest) 24 24 512 642 1,202 1,049
appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant
Lease liabilities 1,288 1,285 3,653 5,599 11,825 8,681
observable inputs and minimising the use of unobservable inputs.
Interest rate swaps 2 2 1 - 5 (7)
Forward exchange contracts 7 1 - - 8 8 All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value
Electricity swaps 13 - - - 13 13 hierarchy based on the lowest level input that is significant to the fair value measurement as a whole.
Power Purchase Arrangement 18 12 8 - 38 38
LEVEL 1 Fair value is calculated using quoted prices in active markets for identical assets or liabilities
Total 5,694 1,335 4,233 6,241 17,503 14,164
Fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the
For variable rate instruments, the amount disclosed is determined by reference to the interest rate at the last re-pricing date. LEVEL 2 asset or liability, either directly (as prices) or indirectly (derived from prices)
Contractual cash flows are undiscounted and as such will not necessarily agree with their carrying amounts. Fair value is estimated using inputs for the asset or liability that are not based on observable market data
LEVEL 3 (unobservable inputs)
Changes in liabilities arising from financing activities
For financial instruments that are carried at fair value on a recurring basis, the Group determines whether transfers have occurred
AT between Levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value
BEGINNING CHANGES IN LEASES AT END measurement as a whole) at the end of each reporting period.
OF PERIOD CASH FLOWS FAIR VALUE RECOGNISED OTHER OF PERIOD
NOTE $m $m $m $m $m $m Derivatives
2023 The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment
Bank debt 3.1 50 23 - - (1) 72 grade credit ratings. Foreign exchange forward contracts, interest rate swap contracts, electricity swap contracts and power
Capital market debt 3.1 1,045 - - - 1 1,046 purchase agreements are valued using forward pricing techniques. This includes the use of market observable inputs, such as
Lease liabilities 2.7 8,681 (1,279) - 793 (346) 7,849 foreign exchange spot and forward rates, yield curves of the respective currencies, interest rate curves and electricity futures. In
Derivatives 4.3 62 - (51) - - 11 addition, the valuation of the power purchase arrangement includes an unobservable input relating to forward electricity price
Total liabilities from assumptions.
financing activities 9,838 (1,256) (51) 793 (346) 8,978
Carrying amounts versus fair values
2022 The carrying amount and fair value of financial assets and liabilities recognised in the financial statements are materially the same
unless stated below:
Bank debt 3.1 98 (50) - - 2 50
Capital market debt 3.1 1,044 - - - 1 1,045 CARRYING AMOUNT FAIR VALUE
Lease liabilities 2.7 8,756 (1,264) - 826 363 8,681 2023 2022 2023 2022
Derivatives 4.3 42 (22) 42 - - 62 $m $m $m $m
Total liabilities from Financial liabilities
financing activities 9,940 (1,336) 42 826 366 9,838 Capital market debt 1,046 1,045 913 892
110 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 111
4.3 Financial Instruments (continued) 5. Group Structure
Offsetting of financial assets and liabilities
The Group presents its financial assets and liabilities on a gross basis except where there is an enforceable legal right to offset and This section provides information relating to subsidiaries and other material investments of the Group.
there is an intention to settle on a net basis.
Commercial income due from suppliers is recognised within trade receivables, except in cases where the Group has a legally
enforceable right of set-off and the intention to settle on a net basis, in which case only the net amount receivable or payable is 5.1 Equity accounted investments
recognised.
OWNERSHIP INTEREST
The following table sets out the Group’s financial assets and financial liabilities which have been offset in the Balance Sheet at the NAME OF COMPANY PRINCIPAL ACTIVITY PLACE OF TYPE 2023 2022
reporting date: INCORPORATION
Loyalty Pacific Pty Ltd Operator of the Flybuys Australia Joint Venture 50% 50%
NET FINANCIAL
loyalty program
GROSS FINANCIAL ASSETS / (LIABILITIES)
GROSS FINANCIAL (LIABILITIES) / ASSETS PRESENTED IN THE Queensland Venue Operator of Spirit Hotels Australia Associate 50% 50%
ASSETS / (LIABILITIES) SET-OFF BALANCE SHEET Co. Pty Ltd (‘QVC’) and Queensland retail
$m $m $m liquor business
2023 A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net
Trade and other receivables 740 (135) 605 assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when
Trade and other payables (4,569) 135 (4,434) decisions about the relevant activities require the unanimous consent of the parties sharing control. An associate is an entity that is
not controlled or jointly controlled by the Group, but over which the Group has significant influence.
2022 The Group accounts for its investments in joint ventures and associates using the equity method of accounting. Under the equity
Trade and other receivables 605 (135) 470 method, the investment in a joint venture or associate is initially recognised at cost. Thereafter, the carrying amount of the
Trade and other payables (4,470) 135 (4,335) investment is adjusted to recognise the Group’s share of profit after tax of the joint venture or associate, which is recognised in profit
or loss. The Group’s share of OCI is recognised within Other Comprehensive Income. Dividends received from a joint venture or
Hedge accounting
associate reduce the carrying amount of the investment.
Where the Group undertakes a hedge transaction it documents at the inception of the transaction the type of hedge, the
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss for its
relationship between hedging instruments and hedged items and its risk management objective and strategy for undertaking the
investment in a joint venture or associate. At each reporting date, the Group determines whether there is objective evidence that
hedge. The documentation also demonstrates, both at hedge inception and on an ongoing basis, that the hedge has been, and
the investment in the joint venture or associate is impaired. If there is such evidence, the Group calculates the amount of
is expected to continue to be, highly effective.
impairment as the difference between the recoverable amount of the joint venture or associate and its carrying value. Any
The Group uses derivative financial instruments for cash flow hedging purposes and designates them as such. impairment loss will be recognised within ‘share of net profit of equity accounted investments’ in the Income Statement.
Cash flow hedge Derivatives or other financial instruments that hedge the exposure to variability in cash flows
attributable to a particular risk associated with an asset, liability or forecast transaction. Key judgement: Control and significant influence
The Group has a number of management agreements relating to its joint venture and associate investments which it
The Group uses cash flows hedges to mitigate the risk of variability of:
considers when determining whether it has control, joint control or significant influence. The Group assesses whether it
• future cash flows attributable to foreign currency fluctuations over the hedging period where has the power to direct the relevant activities of the investee by considering the rights it holds to appoint or remove
the Group has highly probable purchase or settlement commitments denominated in foreign key management and the decision-making rights and scope of powers specified in the agreements.
currencies;
• interest rate fluctuations over the hedging period where the Group has variable rate debt Loyalty Pacific Pty Ltd
obligations; and
A reconciliation of the carrying amount of the Group’s investment in Loyalty Pacific Pty Ltd is set out below:
• energy commodity price fluctuations over the hedging period.
Recognition date The date the hedging instrument is entered into. 2023 2022
Measurement Fair value. $m $m
Changes in fair value Changes in the fair value of derivatives designated as cash flow hedges are recognised directly At beginning of period 18 19
in OCI and accumulated in equity in the hedging reserve to the extent that the hedge is highly Additions 14 6
effective. To the extent that the hedge is ineffective, changes in fair value are recognised Loss for the period (13) (7)
immediately in the Income Statement. At end of period 19 18
112 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 113
5.1 Equity accounted investments (continued) 5.3 Discontinued operations
Queensland Venue Co. Pty Ltd The Group presents as discontinued operations any component of the Group that has either been disposed of or is classified as
held for sale, and:
In FY19, the Company entered into an incorporated joint venture with Australian Venue Co. (‘AVC’) for the operation of Spirit Hotels
(the ‘Hotel business’) and the retail liquor stores linked to Spirit Hotels venues (collectively the ‘Retail Liquor business’). An • represents a separate major line of business or geographical area of operations;
incorporated joint venture company, QVC was established. Under the joint venture documents, the Company holds all R-shares in
• is part of a single coordinated plan to dispose of a separate major line of business, or geographical area of operations; or
QVC and operates the Retail Liquor business through its wholly-owned subsidiary, Liquorland (Australia) Pty. Ltd. (‘LLA’).
• is a subsidiary acquired exclusively with a view to resale.
For accounting purposes, LLA is considered the principal in relation to retail liquor sales due to its exposure to the economic risks
and benefits associated with the Retail Liquor business. Accordingly, LLA recognises revenue from retail liquor sales by QVC directly Express discontinued operation
in its Income Statement. Revenue recognised by QVC relates solely to Spirit Hotels.
On 1 May 2023, the Group completed the sale of its fuel and convenience retailing business to Viva Energy Group Limited for $319
Furthermore, due to the application of service fees and cost recoveries between the Company and QVC, net profit relating to the million (proceeds of $300 million and working capital adjustment of $19 million). The agreement allows the Group to focus on
Retail Liquor business as recognised by QVC is nominal. growing its omnichannel supermarket and liquor businesses. The business disposed of was previously presented as the Express
reportable segment.
A reconciliation of the carrying amount of the Group’s investment in QVC is set out below:
Analysis of profit from discontinued operations
2023 2022
The profit/loss from discontinued operations for the reporting period to 1 May 2023 are set out below:
$m $m
At beginning of period 201 201 2023 2022
Additions - - $m $m
Profit for the period - - Sales revenue 988 1,132
At end of period 201 201 Other operating revenue 246 273
Total operating revenue 1,234 1,405
5.2 Assets held for sale Expenses (1,070) (1,224)
Depreciation and Amortisation 1
(35) (139)
At 25 June 2023, four of the Group’s properties with a total carrying value of $127 million have been classified as held for sale (2022:
Earnings before interest and tax (EBIT) before sale of business 129 42
four of the Group’s properties with a total carrying value of $82 million).
Loss on sale of Express business (18) -
The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally Earnings before interest and tax (EBIT) 111 42
through a sale transaction rather than through continuing use. They are measured at the lower of their carrying amount and fair Financing costs (27) (36)
value less costs to sell. Profit before income tax 84 6
The criteria for held for sale classification is met only when the sale is highly probable, and the asset or disposal group is available Income tax expense (28) (3)
for immediate sale in its present condition. A sale is considered highly probable when actions required to complete the sale Profit for the period from discontinued operations 56 3
indicate that it is unlikely significant changes to the sale will be made or that the decision to sell will be withdrawn, and where EPS attributable to equity holders of the Company from discontinued operations:
management is committed to a plan to sell the asset and the sale is expected to be completed within one year from the date of Basic EPS (cents) 4.2 0.2
the classification. Diluted EPS (cents) 4.2 0.2
1 Depreciation and amortisation ceased from the date the assets were held for sale, including the depreciation on right of use assets. Depreciation and amortisation
not recognised in FY23 up to the date of sale was $83 million of which $66 million relates to the right of use assets.
The condensed cash flows from/(used in) discontinued operations during the period to 1 May 2023 are set out below:
2023 2022
$m $m
Net cash inflow from operating activities 113 142
Net cash inflow/(outflow) from investing activities 2671 (15)
Net cash outflow from financing activities (104) (121)
Net increase in cash and cash equivalents from discontinued operations 276 6
1 Includes $319 million consideration for the sale of the Express business.
Loss on sale
1 MAY 2023
$m
Total consideration 319
Book value of net assets disposed (321)
Transaction costs (16)
Loss on sale before income tax1 (18)
Income tax benefit 2
Loss on sale after tax (16)
1 Depreciation and amortisation ceased from the date the assets were held for sale, including the depreciation on right of use assets. Depreciation and amortisation
not recognised in FY23 up to the date of sale was $83 million of which $66 million relates to the right of use assets.
114 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 115
5.4 Subsidiaries 5.4 Subsidiaries (continued)
The ultimate parent of the Group is Coles Group Limited, a company incorporated in Australia. Subsidiaries are consolidated from Deed of Cross Guarantee
the date of acquisition, being the date Coles Group Limited obtains control, and continue to be consolidated until the date
Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 (‘ASIC Instrument’) the wholly-owned subsidiaries
control ceases. Control exists where the Group has the power to govern the financial and operating policies of the entity in order to
listed on the previous page (*) are relieved from the Corporations Act 2001 (Cth) requirements for preparation, audit and
obtain benefits from its activities.
lodgement of financial reports, and Directors’ Reports. Together with Coles Group Limited, the entities represent a ‘Closed Group’
Set out below are the subsidiaries of the Group. All entities were incorporated in Australia and wholly-owned unless stated for the purposes of the ASIC Instrument.
otherwise.
As a condition of the ASIC Instrument, the Company and the subsidiaries listed on the previous page (*) have entered into a Deed
Andearp Pty Ltd Coles Group Superannuation Fund Pty Ltd of Cross Guarantee (‘the Deed’). The effect of the Deed is that the Company guarantees to pay any deficiency in the event of
Australian Liquor Group Ltd * Coles Group Supply Chain Pty Ltd * winding up any controlled entity in the Closed Group, or if they do not meet their obligations under the terms of any overdrafts,
BetaElementCo Pty Ltd (formally CSA Retail (Finance) Pty Ltd) Coles Group Treasury Pty Ltd loans, leases or other liabilities subject to the guarantee. The controlled entities in the Closed Group have also given a similar
(formerly Coles Group Payments Pty Ltd) * guarantee in the event that the Company is wound up or if it does not meet its obligations under the terms of any overdrafts, loans,
leases or other liabilities subject to the guarantee.
Bi-Lo Pty. Limited * Coles Online Pty Ltd *
Charlie Carter (Norwest) Pty Ltd Coles Property Management Pty Ltd An Income Statement and retained earnings and a Balance Sheet, comprising the Company and controlled entities which are a
Chef Fresh Pty Ltd * Coles Supermarkets Australia Pty Ltd * party to the Deed at the reporting date, after eliminating all transactions between the parties to the Deed, for the period are set
CMPQ (CML) Pty Ltd Coles Trading (Shanghai) Co. Limited (incorporated in China) out below:
CNSCE Pty Ltd Coles WFS Pty Ltd (formerly Wesfarmers Finance Pty Ltd)
Income Statement and retained earnings
CNSCV Pty Ltd Eureka Operations Pty Ltd *
Coles Ansett Travel Pty Ltd (97.5%) GBPL Pty Ltd CLOSED GROUP
Coles Captive Insurance Pte. Ltd. (incorporated in Singapore) Grocery Holdings Pty Ltd * 2023 2022
Coles Environmental Services Pty Ltd Katies Fashions (Aust) Pty Limited $m $m
(formerly Richmond Plaza Shopping Centre Pty Ltd) Continuing operations
Coles Export Asia Limited (incorporated in Hong Kong) Liquorland (Australia) Pty. Ltd * Sales revenue 40,483 38,237
Coles Export Australia Pty Ltd Newmart Pty Ltd Other operating revenue 108 103
(formerly Tooronga Holdings Pty Ltd) * Total operating revenue 40,591 38,340
Coles Financial Services Pty Ltd Procurement Online Pty Ltd Cost of sales (30,034) (28,395)
Coles FS Holding Company Pty Ltd (formerly Wesfarmers Retail Ready Operations Australia Pty. Ltd * Gross profit 10,557 9,945
Finance Holding Company Pty Ltd) Other income 163 86
Coles Group Deposit Services Pty Ltd Tickoth Pty Ltd Administration expenses (8,839) (8,196)
Coles Group Finance Limited * WFPL Funding Co Pty Ltd Share of net loss from equity accounted investments (13) (7)
Coles Group Properties Holdings Ltd * WFPL SPV Pty Ltd Earnings before interest and tax 1,868 1,828
Coles Group Property Developments Ltd * Financing costs (394) (360)
Entities formed/incorporated or acquired during the financial year Profit before income tax 1,474 1,468
CGBV1 Pty Ltd1 Coles Group Business Venture Pty Ltd1 Income tax expense (425) (422)
Coles Supply Services Pty Ltd*1 Property Structures Pty Ltd1 Profit for the period from continuing operations 1,049 1,046
Coles Fresh Milk Co. Pty Ltd2 Discontinued Operations
* These entities are parties to the Deed of Cross Guarantee (DOCG) and are members of the Closed Group as at 25 June 2023, Coles Supply Services Pty Ltd joined Profit for the period from discontinued operations, after tax 56 3
the Closed Group on 20 June 2023.
Profit for the period 1,105 1,049
1 Incorporated 21 December 2022
2 Incorporated 24 March 2023 Items that may be reclassified to profit or loss:
Net movement in the fair value of cash flow hedges 14 31
Income tax effect (4) (9)
Other comprehensive income/ (loss) which may be reclassified to profit or loss
in subsequent periods 10 22
Total comprehensive income for the period 1,115 1,071
Retained earnings
Retained earnings at beginning of period 1,468 1,245
Chef Fresh retained earnings in opening balance now in Closed Group - (12)
Profit for the period 1,105 1,049
Dividends paid (883) (814)
Retained earnings at end of period 1,690 1,468
116 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 117
5.4 Subsidiaries (continued) 5.5 Parent entity information
Balance Sheet Summary financial information for the Company is set out below:
Equity
Contributed equity 1,644 1,636
Reserves 104 95
Retained earnings 1,690 1,468
Total equity 3,438 3,199
118 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 119
6. Unrecognised Items 6.2 Contingencies
In February 2020, Coles announced it was conducting a review into the pay arrangements for all team members who received a
This section provides information about items that are not recognised in the consolidated financial statements but salary and were covered by the General Retail Industry Award 2010 (‘GRIA’). The review assessed the remuneration paid to 15,011
could potentially have a significant impact on the Group’s financial performance or position in the future. team members against the GRIA. Coles conducted a remediation program, and to date Coles has incurred $13 million of
remediation costs. A provision of $37 million (2022: $12 million) is reflected in the FY23 financial statements.
Following the announcement in February 2020, the Fair Work Ombudsman (‘FWO’) commenced an investigation into Coles’ pay
6.1 Commitments
arrangements for a group of the affected salaried team members covered by the GRIA.
A commitment represents a contractual obligation to make a payment in the future. The Group’s commitments relate to capital
In December 2021, the FWO filed proceedings in the Federal Court of Australia which include issues relating to the interpretation
expenditure and certain operating leases not recognised. Commitments are not recognised in the Balance Sheet but are
and application of various provisions of the GRIA and the Fair Work Act 2009 (Cth). FWO alleges that Coles is obligated to pay a
disclosed.
further $108 million in remediation payments to 7,687 team members for the period 1 January 2017 to 31 March 2020. This group is a
Capital expenditure commitments of the Group at the reporting date are set out below: subset of the award covered salaried employees which were assessed as part of the 2020 review by Coles. Additionally, the period
of time covered in the proceedings is a lesser period than the period covered in Coles’ remediation.
2023 2022
$m $m Following further consideration of the issues as they have evolved, Coles announced on 2 June 2023 that, it intends to conduct a
Within one year 268 233 further remediation relating to the reconciliation of available records of the days and hours of work of salaried supermarket
Between one and five years 52 121 managers. A provision of $25 million was subsequently recognised which is included in the provision balance of $37 million noted
above.
More than five years 2 -
Total capital commitments for expenditure 322 354 The FWO matter was heard in a seven week trial from 5 June 2023 and judgment is pending. The judgment is expected to include
consideration of threshold issues, including interpretation of the GRIA and Fair Work Act provisions. As such, the potential outcome,
The commitment amounts disclosed above represent the maximum amounts that the Group is obliged to pay.
extent to which further remediation may be necessary, and costs associated with this matter remain uncertain as at the date of
At 25 June 2023, the Group also has commitments relating to lease agreements that have not yet commenced. The commitments this report.
relate to lease agreements associated with new stores, the Supply Chain Modernisation program and online fulfilment centres. The
In May 2020, a class action proceeding was filed in the Federal Court of Australia in relation to payment of Coles managers
future lease payments (undiscounted) for non-cancellable periods are set out below:
employed in supermarkets. This matter was heard in conjunction with the FWO proceedings and judgment has also been reserved.
2023 2022 The potential outcome and total costs associated with this matter remain uncertain as at the date of this report.
$m $m
From time to time, entities within the Group are party to various legal actions as well as inquiries from regulators and government
Within one year 57 41 bodies that have arisen in the ordinary course of business. Consideration has been given to such matters and it is expected that
Between one and five years 469 491 the resolution of these contingencies will not have a material impact on the financial position of the Group, or are not at a stage to
More than five years 1,259 1,613 support a reasonable evaluation of the likely outcome.
Total commitments for lease agreements not yet commenced (undiscounted) 1,785 2,145
120 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 121
7. Other Disclosures Restricted share offer
Restricted Shares are subject to a continued service condition, a three-year trading restriction period and cessation of
This section provides other disclosures required by Australian Accounting Standards that are considered relevant employment provisions. During the trading restriction period, Restricted Shares are held in trust by the Trustee on behalf of the
to understanding the Group’s financial performance or position. employee. The number of Restricted Shares to be granted is determined based on the currency value of the achieved Restricted
Share offer divided by the volume weighted average price (VWAP) at which the Company’s shares are traded on the Australian
Stock Exchange over the period outlined in the offer letter. The value of Restricted Shares granted is recognised as an employee
7.1 Related party disclosures expense (with a corresponding increase in equity) over the vesting period.
2023 2022 Restricted Shares carry the same dividend and voting rights as other fully paid Ordinary Shares in the Company.
$m $m Performance rights (number)
Joint ventures and associates
Movements in Performance Rights granted under the LTI program that existed during the current or prior period are:
Loyalty Pacific Pty Ltd
Sale of goods to members of Flybuys 268 199 BALANCE AT BALANCE AT EXERCISABLE AT
Payments for loyalty program to Loyalty Pacific Pty Ltd 378 359 GRANT DATE 26 JUNE 2022 GRANTED FORFEITED VESTED 25 JUNE 2023 25 JUNE 2023
Amounts owing to Loyalty Pacific Pty Ltd 240 251 2023
Queensland Venue Co. Pty Ltd Nov 2019 955,866 - - (874,784) 81,082 -
Service fees paid to QVC 55 56 May 2020 89,528 - - (89,528) - -
Amounts receivable from QVC 29 21 Nov 2020 223,133 - - - 223,133 -
Transactions with Key Management Personnel (KMP) Nov 2020 716,279 - (5,169) - 711,110 -
Nov 2021 225,976 - (26,960) - 199,016 -
Compensation of KMP of the Group:
Dec 2021 797,696 - (63,314) - 734,382 -
2023 2022 Nov 2022 - 218,878 (98,674) - 120,204 -
$ $ Nov 2022 - 667,283 (82,636) - 584,647 -
Short-term employee benefits 11,418,519 10,903,690 3,008,478 886,161 (276,753) (964,312) 2,653,574 -
Post-employment benefits 222,526 193,111
Other long-term benefits 389,219 118,652
Share-based payments 9,459,571 8,855,257 BALANCE AT BALANCE AT EXERCISABLE AT
Total compensation paid to key management personnel 21,489,835 20,070,710 GRANT DATE 28 JUNE 2021 GRANTED FORFEITED VESTED 26 JUNE 2022 26 JUNE 2022
2022
Terms and conditions of transactions with related parties
Nov 2019 962,246 - (6,380) - 955,866 -
Sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. May 2020 89,528 - - - 89,528 -
Outstanding balances at the reporting date are unsecured and interest free and settlement occurs in cash. There have been no Nov 2020 223,133 - - - 223,133 -
guarantees provided or received for any related party receivables or payables. Nov 2020 772,930 - (56,651) - 716,279 -
Nov 2021 - 225,976 - - 225,976 -
The Group has not recognised a provision for expected credit losses relating to amounts owed by related parties (2022: $nil).
Dec 2021 - 877,925 (80,229) - 797,696 -
2,047,837 1,103,901 (143,260) - 3,008,478 -
7.2 Employee share plans
Fair value of equity instruments
The Group operates an Equity Incentive Plan (the ‘Plan’) which provides equity instruments to employees as a component of their
remuneration. The assumptions underlying the fair value measurement of the performance rights are:
For the relative total shareholder return (‘RTSR’) measure, the fair value is recognised as an expense irrespective of whether the Nov 2020 Aug 2023 18.26 25.0 3.68 0.10 13.52
Performance Rights vest to the holder, and a reversal of the expense is only recognised in the event the instruments lapse due to Nov 2020 Aug 2023 17.95 25.0 3.68 0.11 12.67
cessation of employment within the vesting period. For the return on capital (‘ROC’) measure, the amount expensed is based on Nov 2021 Aug 2024 17.63 20.0 3.56 0.89 12.61
the expected number of Performance Rights vesting, with the ultimate expense reflecting the actual Performance Rights that vest. Dec 2021 Aug 2024 17.85 20.0 3.53 0.95 13.04
Nov 2022 Aug 2025 16.48 20.0 3.92 3.35 11.00
Short Term Incentive (STI) program
Nov 2022 Aug 2025 17.15 20.0 3.92 3.22 11.50
For Executives, 25% of their STI is deferred into Restricted Shares (50% for the Managing Director and Chief Executive Officer) and 1 Reflects the assumption that the historical volatility is indicative of future trends.
are subject to a one-year service condition (two years for the Managing Director and Chief Executive Officer). The cost of the 2 Represents the zero coupon interest rate derived from government bond market interest rates on the valuation date and vary according to each maturity date.
deferred STI is based on the market price at grant date and is recognised as an employee expense (with a corresponding increase
in equity) over the vesting period.
122 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 123
7.2 Employee share plans (continued)
Directors’ Declaration
Additional Information on Award Schemes
Details of grants made under the Plan during the period are set out in the Remuneration Report.
Key estimate: Share-based payments 1. The directors of Coles Group Limited (the Company) declare that, in the directors’ opinion:
The fair value of share-based payment transactions has been determined by an independent valuation expert.
(a) the financial statements and the Notes are in accordance with the Corporations Act 2001 (Cth), including:
Estimating the fair value of share-based payment transactions requires the determination of the most appropriate
(i) complying with the accounting standards and Corporations Regulations 2001; and
valuation model, which depends on the terms and conditions of the grant. Assumptions regarding the most
appropriate inputs to the valuation model must be made. This includes, but is not limited to, share price volatility, (ii) giving a true and fair view of the financial position and performance of the Company and its consolidated entities;
discount rate and dividend yield.
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
In measuring the fair value of awards issued under the Long-Term Incentive (‘LTI’) plan subject to the relative total and payable.
shareholder return (‘RTSR’) vesting condition, an adjusted form of the Black-Scholes Model that includes a Monte
2. A statement of compliance with the International Financial Reporting Standards is included in the Basis of Preparation and
Carlo Simulation Model has been utilised. The Monte Carlo Simulation Model has been modified to incorporate an
Accounting Policies in the Notes to the consolidated financial statements.
estimate of the probability of achieving the RTSR hurdle. In measuring the fair value of awards subject to non-market
based vesting conditions, the Black-Scholes Model has been utilised. 3. The directors have been given the declaration required by section 295A of the Corporations Act 2001 (Cth) from the Managing
Director and Chief Executive Officer and Chief Financial Officer for the financial year ended 25 June 2023.
4. As at the date of this declaration, there are reasonable grounds to believe that the members of the closed group identified in
7.3 Auditor’s remuneration Note 5.4 Subsidiaries to the financial statements will be able to meet any obligations or liabilities to which they are, or may
2023 2022 become, subject by virtue of the Deed of Cross Guarantee described in Note 5.4 Subsidiaries.
$000 $000
Signed in accordance with a resolution of the directors.
Fees to Ernst & Young (Australia):
Audit services:
Audit or review of the Financial Report of the Group 2,899 2,825
Assurance related 1,084 822
Non-audit services:
Tax compliance services 120 133 James Graham AM Leah Weckert
Other compliance services 80 - Chairman Managing Director and Chief Executive Officer
Total fees to Ernst & Young (Australia) 4,183 3,780
22 August 2023 22 August 2023
The auditor of the Group is Ernst & Young (‘EY’). Fees charged by EY for ‘Assurance related services’ are for services that are
reasonably related to the performance of the audit or review of financial reports, for other assurance engagements (such as
assurance over the Group’s Sustainability Report) and for other assurance related engagements which are appropriate for our
external auditor to perform.
The total fees for non-audit services of $200,000 represent 4.7% (2022: 3.5%) of the total fees paid or payable to EY and related
practices for the period.
New and revised Australian accounting standards and interpretations on issue but not yet effective
Subsequent to year end, on 26 June 2023, the International Sustainability Standards Board (‘ISSB’) issued its inaugural global
sustainability disclosure standards, IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and
IFRS S2 Climate-related Disclosures. The Group has not early adopted these standards that are effective for annual reporting
periods beginning on or after 1 January 2024.
There are no other standards issued but are not yet effective that would be expected to have a material impact on the Group in
the current or future reporting periods.
124 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 125
126 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 127
128 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 129
130 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 131
Shareholder information
Listing information
Coles Group Limited is listed, and our issued shares are quoted on the Australian Securities Exchange (ASX) under the code: COL.
Voting rights
Votes of shareholders are governed by the Company’s Constitution. In broad summary, but without prejudice to the provisions of
these rules, the Constitution provides for votes to be cast:
(a) on a show of hands, one vote for each shareholder; and
(b) on a poll, one vote for each fully paid share.
132 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 133
Glossary of terms Corporate directory
ADC: Automated distribution centre DRP: Dividend reinvestment plan IFRS: International Financial Reporting Registered office Coles Share Registry
Standards
bps: Basis points. One basis point is EBIT: Earnings before interest and tax 800-838 Toorak Road Computershare Investor Services Pty Limited
equivalent to 0.01% Leverage ratio: Gross debt less cash at Hawthorn East Yarra Falls
EBITDA: Earnings before interest, tax,
bank and on deposit add lease VIC 3123 Australia 452 Johnston Street Abbotsford
Cash realisation: Calculated as depreciation and amortisation
liabilities, divided by EBITDA VIC 3067 Australia
operating cash flow excluding interest Telephone
Exclusive brands: refers to the portfolio
and tax, divided by EBITDA (excluding MAT: Moving Annual Total +61 3 9829 5111 Postal address
of product brands consisting of Exclusive
significant items) GPO Box 2975
to Coles in Coles supermarkets and Net Promoter Score (‘NPS’): Metric used Website
Melbourne
CFC: Customer fulfilment centre Exclusive Liquor Brands in Coles Liquor to measure customer advocacy, derived www.colesgroup.com.au
VIC 3001 Australia
stores. from an externally facilitated survey with
CODB: Costs of doing business. These are
a nationally representative sample. The
Chairman
Telephone
expenses which relate to the operation Exclusive to Coles: refers to the portfolio
point movement reported represents the Mr James Graham AM 1300 171 785 (within Australia)
of the business below gross profit and of product brands available in Coles
NPS measured over the relevant period +61 3 9415 4078 (outside Australia)
above EBIT supermarkets that are exclusively
relative to the prior corresponding
Managing Director and Chief Executive Officer
available at Coles, and consists of Coles Online
Coles Own Brand: refers to the portfolio period. Liquor NPS is based on Ms Leah Weckert
Own Brand and Exclusive Proprietary www.investorcentre.com/contact
of product brands owned by Coles. It Liquorland NPS results
includes grocery, fresh produce, meat
Brand products. Non-executive Directors
Website
Sales density: Calculated as sales
and non-food products that are Exclusive Liquor Brands (‘ELB’): refers to Mr James Graham AM www.computershare.com.au
divided by net selling area. Both sales
available in Coles supermarkets under the portfolio of product brands Mr Terry Bowen
Coles Brands (e.g. Coles Finest, Coles exclusively available in Coles Liquor
and net selling area are on a MAT basis, Shareholder Calendar*
Ms Jacqueline Chow
calculated on a rolling 52-week basis.
Nature’s Kitchen) and Exclusive Own stores, including brands that are owned Ms Abi Cleland Event Date
Brands (e.g. Koi, Daley St) by Coles (e.g. James Busby, Mr Finch) Significant items: Large gains, losses, Mr Richard Freudenstein Record date for final dividend 4 September 2023
and brands that are owned by suppliers income, expenditure or events that are Mr Paul O’Malley
Coles Liquor Own Brand: the portfolio Final dividend payment date 27 September 2023
but exclusive to Coles Liquor (e.g. Coal not in the ordinary course of business. Mr Scott Price
of brands owned by Coles Liquor. It Coles Group Limited Annual
Pit, Abbey Vale) They typically arise from events that are Ms Wendy Stops
includes liquor products that are sold in General Meeting 3 November 2023
not considered part of the core
Coles Liquor stores under Coles Liquor Exclusive Proprietary Brands: refers to
operations of the business
Company Secretary Half-year end 31 December 2023
Brands (e.g. Vintage Cellars the portfolio of products where the Year-end 30 June 2024
Ms Daniella Pereira
Collaborations) and Private Label Brands brands are owned by suppliers but are TCFD: Taskforce on Climate-related
*Timing of events is subject to change.
(e.g. Pensilva) exclusively available in Coles Financial Disclosures Auditor
Comparable sales: A measure which
supermarkets (e.g. La Espanola, Great
TRIFR: Total Recordable Injury Frequency Annual General Meeting
Ernst & Young
Ocean Road)
excludes stores that have been opened Rate. The number of lost time injuries, 8 Exhibition Street The 2023 Annual General Meeting of Coles Group Limited will
or closed in the last 12 months and EPS: Earnings per share medically treated injuries and restricted Melbourne be held as a hybrid meeting on Friday 3 November 2023,
excludes demonstrable impact on duties injuries per million hours worked, VIC 3000 Australia commencing at 10:30am (AEDT) at Melbourne Convention and
Gross margin: The residual income
existing stores from store disruption calculated on a rolling 12-month basis. Exhibition Centre, Melbourne Room, 1 Convention Centre
remaining after deducting cost of goods
because of store refurbishment or new TRIFR includes all injury types including Place, South Wharf, Melbourne, Victoria, Australia. Information
sold, total loss and logistics from sales,
store openings musculoskeletal injuries on how shareholders and proxyholders can view and
divided by sales revenue
participate in the meeting can be found on the Company’s
website and in the Notice of Annual General Meeting.
134 Coles Group 2023 Annual Report Coles Group 2023 Annual Report 135
Coles Group Limited
ABN 11 004 089 936
800-838 Toorak Road
Hawthorn East
VIC 3123 Australia