ANNUAL REPORT
2021
deliveroo plc Annual Report 2021
CONTENTS
Strategic report
01 At a glance
02 Founder & Chief Executive
Ocer’s letter
08 Chair’s letter
10 Operational highlights 2021
12 Business model
18 Our investment proposition
20 Strategy
22 Key performance indicators
26 Stakeholder statement
35 Sustainability review
44 Operating and strategic review
54 Financial review
57 Risk report
64 Viability statement
65 Non-financial information statement
66 People
Governance report
70 Chair’s introduction
to governance
72 Board of Directors
75 Governance report
84 Nomination Committee report
86 Audit & Risk Committee report
93 Directors’ Remuneration report
131 Directors’ report
137 Directors’ responsibilities statement
Financial report
138 Independent Auditor’s report
146 Consolidated income
statement and statement
of comprehensive income
147 Consolidated statement
of financial position
148 Consolidated statement
of changes in equity
149 Consolidated statement
of cash flows
150 Notes to the consolidated
financial statements
182 Parent Company balance sheet
182 Parent Company statement
of changes in equity
183 Notes to the financial statements
188 4-Year financial summary
189 Glossary
191 Glossary – alternative
performance measures
IBC Company and shareholder
information
AT DELIVEROO OUR MISSION IS
TO BUILD THE DEFINITIVE ONLINE
FOOD COMPANY. WE WANT TO
BE THE PLATFORM THAT PEOPLE
TURN TO WHENEVER THEY
THINK ABOUT FOOD.
AT A GLANCE
HYPERLOCAL
THREESIDED ONLINE MARKETPLACE
OUR BUSINESS IS A
We manage our business on a geographic basis. Our eleven
markets are split into two geographic segments: the UK and
Ireland segment and the International segment, comprising
our business in Continental Europe, Asia Pacific and the
Middle East.
We work with restaurant partners across four key
restaurant segments: global quick service restaurants,
national casual dining chains, independent full-service
restaurants, and takeaways. We also partner with some
of the largest grocery retailers in the world.
WHERE WE DO IT
WHO WE PARTNER WITH
+++MM
UKI – 54%
UK
Ireland
International
1
– 46%
France
Italy
Belgium
Netherlands
Hong Kong
Singapore
Australia
UAE
Kuwait
Our business split by geography (% of GTV*)
WHAT WE DO
CONSUMERS
21 meal
occasions
We connect consumers, riders and restaurant and grocery
partners across local markets to bring people the food
they love.
We are a global online platform, yet a very local business. Our
consumers, riders and restaurant and grocery partners live
and operate within their local neighbourhoods.
RIDERS
RESTAURANTS
+ GROCERS
1 Exited Spain on 29 November 2021.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined
under IFRS. APMs are indicated in this document with an asterisk (*); definitions and further details are provided on page 191.
Strategic report Governance report Financial report
01Annual Report 2021 deliveroo plc
I’m Will, I’m the founder and CEO
of Deliveroo. I started Deliveroo
in 2013 because I wanted a
great delivery experience. I had
one and only one idea, and I was
and continue to be obsessed
about it. I am proudly a top 10
individual customer! My most
frequently ordered dish is the
Spicy Beef Soup from Gogi, a
Korean restaurant in Maida
Vale, London. I also continue to
do deliveries on my bicycle in
West London.
FOUNDER & CHIEF EXECUTIVE OFFICER’S LETTER
EVERYONE
WELCOME
Deliveroo’s business
Deliveroo is a complex three-sided marketplace, involving
consumers (an e-commerce destination), riders (an on-
demand logistics business), and restaurant and grocery
partners (a demand generation platform). Consumers
choose Deliveroo because we unlock a wealth of hyperlocal
choice, at the right price, with fast and reliable delivery.
At Deliveroo, we think about food as content in the same
emotional way that other online platforms think about film
or fashion – and we do so because that’s why consumers
come to the platform. Riders care about flexibility,
earnings and security, and often learning and development
opportunities too. For restaurant and grocery partners,
it’s all about demand and incremental profitability, great
service, and increasingly the ability to tell their story
emotionally – both organically and through paid channels.
Balancing the interests of all three sides of the marketplace
– as well as those of our other stakeholders – is critical to
Deliveroo’s success in the short, medium and long term.
Deliveroo is unusual because it is a global online platform,
yet it is also a very local business. Our consumers, riders
and restaurant and grocery partner live and operate
within local neighbourhoods. A consumer in Bristol doesn’t
care about restaurant selection or delivery speed in
Brighton; a rider in Milan doesn’t think about the earnings
opportunities in Naples; and a typical restaurant or grocery
partner in Marseille isn’t trying to tap into demand in Monza,
Manchester or Melbourne.
I think about our business through the lens of our consumer
value proposition (CVP) at all times. Focusing on developing
the right CVP, neighbourhood by neighbourhood, is our
obsession – and how we run the business. Let me briefly
explain the five pillars of our CVP.
1) Availability – Of course, this starts with whether we
operate in your neighbourhood, but it’s more than that.
Are we open late at night or for breakfast? Do we take
alternative payment methods like Alipay? Do we offer
pick-up as well as delivery?
Will Shu
Founder & Chief Executive Officer
Strategic report Governance report Financial report
02 deliveroo plc Annual Report 2021
2) Selection – This isn’t just the number of restaurants
and grocers we have in the neighbourhood. How many
different cuisine types do we have? How many of these
are outlier restaurants/grocers in terms of popularity?
Do we have a wide price range of restaurants? Do
we have exclusive, amazing content? Do we have the
beloved local Chinese restaurant, the halal butcher and
the most popular grocer in the neighbourhood?
3) Consumer experience – It’s not just about how fast the
delivery arrived; this covers the full customer journey.
How accurate was our timing? How easy was it to track
your order? How was the packaging? It’s also about the
quality of personalisation and merchandising in the app.
Do we know, before you do, what you are looking for? Can
restaurants and grocers tell their story effectively and
emotionally in our app? And occasionally, things can go
wrong. How quickly did we resolve the issue?
4) Price – In the end, this is about perception of value, but
a lot of factors influence that. How is our consumer
pricing in terms of delivery fees? What is the price of the
food itself on the platform – and is it marked up over the
restaurant prices? What is the prevalence and relevance of
promotions? Are you part of our subscription programme
Plus, which unlocks free delivery and other rewards?
5) Brand – To me, this is about what Deliveroo stands for
outside of the singular transaction. Does our brand
resonate with people? Are we seen as ethical?
Some of these pillars are easily quantifiable, others not. But
we try to measure them neighbourhood by neighbourhood,
on a standalone basis as well as against our competitors.
This is our scorecard, and it is how we manage the business
and make certain day-to-day operational decisions in a
decentralised manner. For example, general managers can
decide to encourage more riders to work in an area if rider
supply is too low. They can choose to offer a famous local pizza
restaurant an exclusive contract. They can push hyperlocal
in-app discounts, or build a hyperlocal consumer reactivation
campaign to get the flywheel spinning quickly again.
Guided by this report card, we improve over time by grinding
out daily gains, as well as making step-change advances
through long term innovation. Technology is key to both. We
are continuing to improve things we’ve been working on
for years: how long it will take a restaurant to prepare an
order, which rider to assign to collect it, what restaurants
to show to a customer first, how to match rider supply with
demand in real time, which consumer acquisition channels
are most effective. We are also focusing on questions that
have become priorities more recently: how should the user
interface differ for restaurant versus grocery orders, when
should we show upsell items, which orders can be batched,
how best to pick a grocery order, how to build a high quality
advertising platform that brings value to all sides.
These questions are all answered with technology, each
involving teams of data scientists, product designers and
software engineers, to name but a few. They are frequently
hard questions with complex answers. For example, in
the early days our rider assignment algorithm was a
simple ‘greedy solver’ where the closest available rider
would receive the order; now we use deep learning to
predict future network states and advanced optimisation
techniques to decide rider assignment, and we have vastly
more data on which to train our models. This illustrates why
Deliveroo is at its heart a technology company, and why
we’re continuing to invest in our technology team.
Our technology and our operational teams are key to
executing on a hyperlocal basis. This is how we gain market
share in each neighbourhood. This is critical to generating
attractive financial returns. As for any company, overall
scale helps to spread marketing costs and overheads.
But in our business, hyperlocal network effects are more
powerful than overall scale, and network effects come from
hyperlocal market share. Improving and winning local market
share positions yields outsized unit economics, and unit
economics is the key to overall profitability.
Profit pool potential is a function of population density,
affluence, restaurant and grocery partner supply, and our
local market share. Not every neighbourhood is created
equal in terms of potential, but we believe the vast majority
of neighbourhoods in the markets where we operate have
the fundamental demand and supply characteristics to be
profitable. Just how profitable depends in large part on the
strength of our local market position. In the UK, for example,
we believe over 70% of our Gross Transaction Value (GTV*) is
in neighbourhoods where we are number one in terms of
market share. We will aim to increase this percentage across
all our markets, and we will consider exiting neighbourhoods
where we cannot achieve this position.
We operate in a very competitive market, so how do we
maintain durable advantages? Part of it comes down to the
day-to-day execution that I already described – which is
becoming increasingly automated over time. Alongside this
is the combination of long-term vision with the curiosity to
innovate and the willingness to adapt. How do we decide
what new verticals or businesses to enter?
I start by looking through the lens of the three sides of
the marketplace. These are really three core assets in our
business: (1) monthly active consumer (MAC) base; (2) rider
base; and (3) restaurant and grocery partner base. New
verticals or businesses are best if they involve at least
two sides. For instance, Signature, our white label business,
makes sense because we can engage both the partner base
as well as the rider base. Grocery has allowed us to leverage
our MACs as well as our rider base. Editions has allowed us
to utilise all three! Initiatives that only involve one side of the
marketplace can be beneficial, but are less obvious.
Hopefully this provides an understanding of how I think
about the business, and how we make decisions to enter
new areas.
* To supplement performance assessment, Deliveroo uses Alternative
Performance Measures (APMs), which are not defined under IFRS. APMs are
indicated in this document with an asterisk (*); definitions and further
details are provided on page 191.
Strategic report Governance report Financial report
03Annual Report 2021 deliveroo plc
Share price performance
I’d like to take this opportunity to address our share price.
Our shares were listed on the London Stock Exchange on
7 April 2021. This was an important step for the Company,
as the capital we raised allows us to invest in our business
to create durable advantages that drive long term value
creation. Since the IPO, our share price performance
has been poor and that’s disappointing to me not just
because I’m the CEO, but because I’m the largest individual
shareholder. My interests are aligned with shareholders’ over
the long term and I will continue to do my best to improve
long-term shareholder value.
I acknowledge that it’s been a difficult time for shareholders.
In particular, I pushed very hard to ensure retail investors
would have access to the share offering because I believe
that IPOs should not be open to institutional investors only
and lock out ordinary people. There are a lot of reasons
for the disappointing performance, some related to the
business, some related to the industry, and some related to
the macro environment. Broadly speaking, I am focused on
the business, because that’s all I can control. But like you as
fellow shareholders, I am interested in creating long term
value. I am hiring, motivating and retaining the best team I
can to execute on our hyperlocal CVP and to innovate where
we think is appropriate, so that we drive the business to
profitability and deliver sustainable growth.
Business progress in 2021
From a business perspective, I am proud of our performance
in 2021. We grew very quickly, across all of our markets. Full
year GTV* was up 70% year-on-year in constant currency*.
This was at the top end of our guidance for 60-70% growth,
and we had actually increased that guidance twice
during the year. Particularly encouraging to me was our
performance in the UK, where we continued to grow our
market share in a competitive environment. This shows the
strength of our CVP, as well as great execution by our UK and
Ireland (UKI) team. Having expanded UK population coverage
to 77% at the end of 2021 compared to 53% at the end of
2020, we believe we are well placed for continued growth
and market share gains.
We were early to the on-demand grocery opportunity, and
in the last three years we have built a leading position in the
segment. In 2021, we continued to grow this business rapidly
and it reached 8% of Group GTV* in 2021. We had over 11,000
partner sites live globally at the end of 2021 (compared to
~7,000 at the end of 2020). In late Q3 we launched Deliveroo
Hop, a new rapid grocery delivery service operating from
delivery-only stores (often called ‘dark stores’). We’re in the
early stages of developing this model, and are currently
operating Hop with several different partners in the UK and
Italy as we continue to test and learn with this new model.
Since 2017, consumers have been able to unlock access
to unlimited free delivery for a fixed monthly fee through
our Plus subscription programme. Plus provides great value
for consumers, and because it drives higher retention and
frequency, it helps to increase customer lifetime value for
Deliveroo. In 2021, we made a big step forward in broadening
the programme. In Q1 2021, we launched a new ‘Silver’ tier of
the programme designed for families. Strong initial take-
up has been further boosted since September, when we
partnered with Amazon to allow all UK and Ireland Amazon
Prime members to sign up for free Deliveroo Plus Silver
membership for a year. Overall, I was really pleased to see
the strong traction of Plus with consumers in 2021, and by
December 2021 our total number of Plus subscribers in UKI
was up four-fold compared to the year before.
We continued to scale other category innovations that
are driving long term differentiation of the CVP. Editions is
our delivery-only kitchens concept that allows restaurant
partners to bring their brands to new neighbourhoods
without needing to open a new dine-in location. From our
perspective it’s quite simple: how do we bring the best and
most relevant content to areas that lack it? Restaurants
also use Editions even in areas where they have an existing
restaurant: delivery-only kitchens allow them to separate
and optimise their dine-in and delivery operations, and their
P&L profile benefits from the lower-cost real estate footprint
and lack of front of house. I’m excited that we accelerated
the roll out of Editions during the course of 2021, adding
FOUNDER & CHIEF EXECUTIVE OFFICER’S LETTER CONTINUED
1. Compelling structural growth
Over £1 trillion global TAM; Low online
penetration; Favourable structural shift
in consumer demand
2. Winning competitive differentiators
Distinctive value propositions for
consumers, partners and riders; Investing
in innovation; Efficient logistics
3. Driving to profitability
Stable cohorts; Strong capital position;
aim to reach 4%+ adjusted EBITDA margin (as
% of GTV)* by 2026
4. Building sustainable futures
Reducing carbon and waste; Helping
partners to grow and thrive; Creating an
inclusive marketplace
Read more on page 18
OUR INVESTMENT PROPOSITION
* To supplement performance assessment, Deliveroo uses Alternative
Performance Measures (‘APMs’), which are not defined under IFRS. APMs
are indicated in this document with an asterisk (*); definitions and further
details are provided on page 191.
Strategic report Governance report Financial report
04 deliveroo plc Annual Report 2021
over 100 kitchens in the year with approximately half of
these opening in Q4 2021, and bringing brands like Dishoom,
Five Guys, Shake Shack and Pho to new neighbourhoods.
During the year, we took the difficult decision to end our
operations in Spain, reflecting our intention to focus
investment and resources on the Company’s other markets.
We had determined that achieving and sustaining a top-tier
market position in Spain would require a disproportionate
level of investment with highly uncertain long term potential
returns. The decision took effect in November 2021, and
I want to thank again all the riders and restaurants who
have worked with Deliveroo in Spain, as well as our fantastic
consumers and of course the Deliveroo team in Spain.
Back in 2013, I was the very first rider for Deliveroo and
worked doing deliveries full time for the first year of running
the business. I still complete deliveries regularly today, as do
many team members right across Deliveroo. This first hand
understanding of what riders care about most has helped
us develop an offer that prioritises the things they value:
flexible work, good earnings, and security.
Deliveroo has provided riders with free and automatic
accident and injury cover and third-party liability insurance
since 2018. During Q3 2021, we extended this free insurance
in several markets to provide riders with enhanced
protection. The new insurance coverage includes earnings
support for riders working regularly with the company who
are unwell and unable to work for more than seven days
(backdated to day one). In addition, this insurance now
entitles qualifying riders to a one-off lump sum payment
following the birth or adoption of a child. We are currently
exploring extending these enhanced entitlements to
additional markets.
To support the tremendous growth in our business, I was
really pleased to welcome many new colleagues to Deliveroo
this year. Amongst the new starters were two additions
to the Executive Team: Eric French joined in January 2021
as Chief Marketplace Officer and in September 2021 he
was followed by Devesh Mishra, our new Chief Product and
Technology Officer. Both Eric and Devesh have made a real
impact already. The whole team is excited about executing
on the opportunities we have ahead of us.
Focus areas for 2022
A key focus for the company this year and beyond is making
progress on our longer term path to profitability. Deliveroo
was profitable on an adjusted EBITDA* basis in H2 2020.
In 2021, our unit economics were impacted by two factors.
First, we experienced a reversal of the benefits seen from
higher basket sizes during COVID-related lockdowns. Second,
we increased investment in order to capture growth
opportunities. Investment had been lower in 2020 in part
due to capital constraints related to the CMA investigation
connected to our Series G funding round and also uncertainty
around COVID-19 in the first half of 2020. In late 2020, we
began to increase investment in acquisition and retention
of consumers and in brand-building marketing, as well as in
WE STILL SEE PLENTIFUL OPPORTUNITIES
TO FURTHER INCREASE OUR REVENUE
‘TAKE RATE’, TO CREATE AN EVEN MORE
EFFICIENT LOGISTICS NETWORK, AND TO
GENERATE TECHDRIVEN EFFICIENCIES
IN OWN OPERATIONS THAT WILL DRIVE
OPERATING LEVERAGE AS WE SCALE.”
headcount additions, especially in technology. As a result, in
2021 we grew GTV* by 70% (in constant currency*), while our
gross profit margin (as % of GTV)* fell by 120 bps and our
adjusted EBITDA margin (as % of GTV)* declined to (2.0)%.
Going forward, I am very focused on delivering on our path to
profitability. For 2022, our guidance is for an adjusted EBITDA
margin (as % of GTV)* in the range of (1.5)-(1.8)%. We aim to
reach breakeven at some point during H2 2023–H1 2024
on an adjusted EBITDA* basis. And by 2026, we aim to reach
a 4%+ adjusted EBITDA margin (as % of GTV)*, with further
upside potential beyond 2026.
This year we will make progress across a range of levers
underpinning our path to profitability.
The largest component of our revenue is commissions from
restaurant and grocery partners; and this is a function of
average order value (AOV)* and the percentage commission
rate. Before this year, we hadn’t really actively managed AOV*,
but we are working on managing minimum order values more
effectively, and upselling is a big opportunity where we can
also learn from other online businesses who already do this
very successfully. In addition, the AOV* for grocery is already
slightly higher than for restaurant delivery offering, and we
see scope to move into higher basket sizes here over time.
On commission rates, we don’t expect significant upwards
or downwards movement on segment-level commission, but
we may be impacted by mix shifts as, for example, grocery
becomes a bigger part of our business.
Consumer fees are another key revenue lever. These are
the amalgamation of delivery and other consumer fees (e.g.
service fee, small order fee) along with subscription revenue
from our Plus programme. Since we started in 2013, we have
modestly increased our consumer fees, but I’m the first
to admit that we didn’t always approach this in the most
structured way. In fact, we are still early in the process of
optimising pricing across all the elements of consumer fees.
But, as with most things, I always start from the perspective
of the consumer – how do we keep providing each individual
consumer with more relevant content that ultimately
increases their willingness to pay?
* To supplement performance assessment, Deliveroo uses Alternative
Performance Measures (‘APMs’), which are not defined under IFRS. APMs
are indicated in this document with an asterisk (*); definitions and further
details are provided on page 191..
Strategic report Governance report Financial report
05Annual Report 2021 deliveroo plc
FOUNDER & CHIEF EXECUTIVE OFFICER’S LETTER CONTINUED
Focus areas for 2022 continued
Advertising revenue is a small part of our current model but
a big opportunity. This comprises sponsored positioning for
our restaurant partners as well as partnerships with fast-
moving consumer goods (FMCG) companies on the grocery
side. This is a proven opportunity for online platforms
and already represents a meaningful part of revenues
for certain players. We see a lot of potential to grow this
revenue channel, but it’s super important to do this in the
right way. As I said before, consumers care a lot about the
quality of personalisation and merchandising in the app, and
restaurants and grocers want to tell their story effectively
and emotionally. If we get this right, we can both grow
this revenue stream and actually improve the consumer
experience in the app. This is something I spend a lot of time
thinking about.
On cost of sales – comprising delivery costs, credit card
fees, and other direct costs – we have consistently gained
efficiency in the past. On delivery, a key measure is the
rider experience time (‘RET’), which is the amount of time it
takes between a rider accepting an order and delivering it
to the consumer. We see plenty of opportunity to reduce
RET further – by cutting riders’ wait time at restaurants, for
example – allowing us to gain efficiency, riders to benefit
from being able to take on more orders and increase their
earnings, and consumers to receive their orders faster.
In the area of marketing and overheads*, we will continue
to make investments to support the growth of the
business. But I’m extremely conscious that as we do this,
these investments need to drive benefits across the P&L.
Technology is a good example. We think of investments
here as building assets that: (i) drive direct financial
benefits, through revenue generation (such as advertising
platforms) or cost reduction (like self-serve capabilities for
consumers, riders and restaurant and grocery partners); (ii)
provide the enabling technology for particular businesses
(an example is Deliveroo Hop delivery-only stores); and (iii)
provide supporting infrastructure for scaling the business
efficiently (such as platform stability, or forecasting models
for consumer demand and rider supply). The quality and
effectiveness of the solutions, products and machinery we
develop are a direct output of the quality and experience of
people we hire and develop.
Delivery-only grocery stores, or dark stores, are an example
of how we think about both the consumer value proposition
and the path to profitability at the same time. During 2021,
we witnessed an unprecedented amount of capital enter
the dark store grocery space — with $18 billion raised
across over 100 deals, according to one study. We’ve
watched this space closely for quite some time, and we
have begun building our own delivery-only stores.
We are well positioned in this segment, and actually all
three sides of our existing marketplace contribute to that.
We have eight million monthly active consumers already
on our platform. We have an existing logistics network of
over 180,000 riders. And we have strong relationships with
grocers, who recognise our record on innovation and want
to work with us to help them figure out this fast-moving
landscape. We understand the consumer proposition of
delivery-only stores is very good, both in terms of stock
accuracy and delivery speed. But it’s not crystal clear
to me that this is a profitable product at scale and on a
fully-allocated basis, so we are monitoring this closely
and being prudent about our rollout plans. Ultimately, we
expect the on-demand grocery space to be served by a
mix of delivery-only stores and store-picked approaches,
and we’re excited about how well positioned we are to be
successful with both models.
I’ve always thought of Deliveroo as an online food platform,
but as our grocery business scaled, I noticed consumers
were purchasing a lot of non-food items, such as household
essentials. I was previously a bit doubtful that consumers
would want something non-perishable very quickly, and be
willing to pay a premium for that service. The evidence would
indicate that I was wrong. As I have already noted, building
and maintaining durable competitive advantages depends
in part on the curiosity to innovate and the willingness to
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (‘APMs’), which are not defined under IFRS.
APMs are indicated in this document with an asterisk (*); definitions and further details are provided on page 191.
1 Spain discontinued operations are excluded in 2020-2021 but included for 2018-2019.
2026
4%+
(1.5)–(1.8)%
2022
Reach
breakeven
during
period
H2 2023 –
H1 2024
Further
upside
potential
Beyond 2026
(12.3)%
2018
(9.0)%
2019
Adjusted EBITDA margin (% of GTV)*
1
2018-2021: actuals
2022 onwards: guidance
(0.3)%
(2.0)%
(3.2)%
2021
(0.8)%
0.7%
2020
(1.6)%
Strategic report Governance report Financial report
06 deliveroo plc Annual Report 2021
adapt. So in 2021 we launched a partnership with Boots,
the UK’s leading pharmacy, offering 800 health and beauty
products from 14 pilot stores. The results so far have been
very encouraging.
I don’t have a good sense yet of how large the non-food
opportunity is, but in line with the new vertical framework
I laid out earlier in the letter, I expect to launch some exciting
non-food partnerships in 2022. I would note, however, that
we have dedicated nine years to merchandising food – an
emotional product – well online. Doing this in a completely
different category will be exactly that: completely different.
So just as with delivery-only stores, we will monitor progress
closely and take a prudent approach to expanding in
this space.
Challenges in 2022 and beyond
As I just laid out, we have a lot of opportunities to focus on
in 2022. At the same time, there are some areas of concern
I have looking out over the next 12-18 months. In 2022 and
beyond, the European consumer will face some headwinds.
Consumer price indices look set to be high for some period
of time. Inflationary pressures had been building in recent
months; this has been exacerbated by the conflict in
Ukraine, and the broader geopolitical and economic impacts
of this crisis are only just beginning to be felt. Coupled with
interest rate rises, consumers will be operating under a
different spending environment in the quarters ahead. How
this impacts consumer staples and discretionary categories,
and where delivery of restaurant food and groceries fits into
that environment is not clear yet. This is something we will
follow closely.
After operating against the backdrop of COVID-19 for an
extended period, many markets have been out of full COVID
restrictions for about a year. Our view is that COVID-19 was a
catalyst to accelerate the existing trend of adoption in the
online food delivery category and it is encouraging that our
consumer base has remained engaged after the widespread
removal of restrictions. For example, average order
frequency across our UKI cohorts in Q4 2021 was higher than
in Q4 2020. Despite these recent datapoints, we will wait and
see how cohorts acquired over COVID-19 behave over the
long term. We also expect new user acquisition to be more
difficult and costly than during COVID times.
An inflationary environment will also impact the other sides
of our marketplace. Restaurant and grocery partners will
face challenges from rising costs across a range of inputs,
including food, fuel and labour. Higher fuel prices will affect
many of our riders, despite the vast majority of orders being
delivered on two-wheel vehicles. We will need to monitor all
of these impacts closely and ensure that consumer pricing
adequately reflects this reality.
Most critical to achieving both the neighbourhood-
by-neighbourhood improvements as well as long term
innovation is the team we have and continue to build at
Deliveroo. Internally, we are very focused on our hiring plan
especially for developers, product managers and data
scientists. The market for tech talent is very competitive
– I believe demand is at an all-time high. Hiring the right
people at the right cost is critical for executing well. For us
to reach our ambitions, we will have to make good progress
along this front. Likewise, as we automate more and more
of our business, we have to ensure that our organisational
structure continues to evolve. Given the experience of
the last two years, scaling our business in an uncertain
environment is not new, but it is still a challenge.
While I am cautious about the rapidly changing consumer
environment, overall I am very excited about working with
our leadership team and the whole Deliveroo organisation
to navigate these challenges and capture the opportunities
over the next 12-18 months.
EU Directive on platform work
There has been a lot of attention on European Union
proposals for regulation of platform work, published in
December 2021. The on-demand work Deliveroo offers is still
relatively new and has changed labour markets. Regulation
is in many ways catching up. Our starting point in the debate
on the future of work has always been that we should
give riders what they want, which is flexibility. That’s why
Deliveroo riders are self-employed, and this status has been
confirmed by courts across many of our markets. I welcome
the EU’s objective of providing legal clarity over how self-
employed platform workers should work. Our model is
broadly in line with the direction of travel of the proposals,
which remain subject to further consultation between the
three central institutions of the EU. As this debate develops
in the EU and elsewhere, we will continue to advocate for
changes to the law to enable platforms such as ours to be
able to provide greater security to self-employed workers
free from legal risk.
Final thoughts
As I’ve said before, I never set out to be a founder or CEO
of a public company. But having become both, one of
the most rewarding parts of my role is engaging with the
diverse stakeholders we have at Deliveroo. This includes
consumers, riders and restaurant and grocery partners;
investors, analysts and the media; public bodies and local
communities; and of course, my colleagues in the amazing
team we have here.
I hope that Deliveroo’s first Annual Report as a public
company provides all of our stakeholders with more insight
into what we have delivered in 2021 and where we are
heading next. Despite all we have been through, especially in
the last two years, it still feels to me like we are right at the
beginning of our journey, and I look forward with optimism
and enthusiasm to 2022 and beyond.
Yours sincerely,
Will Shu
Founder & CEO
24 March 2022
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07Annual Report 2021 deliveroo plc
Hello, I became Chair of Deliveroo in November 2020 and I am
delighted to be writing to you today. It has been a busy year
for the Company and I hope that this, our first Annual Report,
will give you a good understanding of what we have been
doing to grow and develop the business. We have tried to
give you a clear picture of what has gone well, as well as the
areas that we need to work harder on and the opportunities
and risks that we see in the future.
I was a very early customer of Deliveroo when the business
was just starting out, and my family and I have been regular
users ever since. I was delighted to have the opportunity
to meet Will and his senior team in 2020 and I joined the
business because I genuinely believe in their vision as well
as their commitment to all our stakeholders. Deliveroo is
a fascinating and complex business and, as Will explains
in his letter, it’s a tough balancing act to manage a three-
sided marketplace for the benefit of our consumers,
riders and restaurant and grocery partners. We are a
global online technology company but we work on a
neighbourhood by neighbourhood basis. We are growing
quickly in a competitive and fast-changing sector which
requires constant innovation to flourish. Most importantly,
CHAIR’S LETTER
Claudia Arney
Chair
PROGRESS
MAKING GOOD
our business connects us to people in a very personal way
as food is about more than just sustenance. It provides us
with pleasure, special times with family and friends, and the
celebration of different cultures. At Deliveroo we feel a real
connection to the communities in which we operate and we
are focused on how we can support them in ways that are
important to them. As a Board we have spent time since IPO
thinking about these matters and I will explain more about
that below, but would first like to focus on how the business
performed during FY2021.
Our performance during FY2021
One big milestone this year was becoming a publicly
listed company on 7 April 2021, which was a significant
undertaking. I would like to thank our internal teams
and advisers for their hard work in making this happen
particularly, while having to navigate the business through
the unprecedented challenges brought on by COVID-19.
From an operational and strategic perspective, the business
performed well in 2021, delivering an excellent year of
growth, making further UK market share gains, strengthening
our leading position in on-demand grocery and continuing
to scale our differentiated offerings, Plus and Editions.
This has translated into strong financial performance with
full year gross transaction value (GTV*) up 70% year-on-
year in constant currency*. Adjusted EBITDA* was a loss of
£(131) million compared to £(11) million in 2020, reflecting
the reversal of benefits from higher basket sizes during
COVID-related lockdowns, as well as increased investments
in marketing and technology to support future growth. Net
proceeds from the IPO bolstered our financial resources
as we ended the year with no borrowings and £1.3 billion in
cash and cash equivalents.
Governance and Board focus
When we embarked on the IPO process, we believed that
it was important to ensure that Will could continue to
execute on his vision for how Deliveroo should evolve and
grow, while also allowing others to share in that growth
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (‘APMs’), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
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08 deliveroo plc Annual Report 2021
Strategic report Governance report Financial report
and to have confidence in the governance of the Company.
As a consequence we adopted a time-limited dual class
structure for three years to provide the stability and
flexibility to allow Will and his team to focus on and execute
on their vision and strategy. At the time of the IPO we also
committed to strong governance. In particular, that we
would voluntarily comply with certain aspects of the UK
Corporate Governance Code (the Code) that the Board
considers appropriate in light of the nature of our business.
We confirmed that we would actively recruit additional
independent Non-Executive Directors to ensure that the
composition of the Board and its Committees was fully
compliant with the Code. We have achieved this, with the
appointment of additional independent Non-Executive
Directors Karen Jones CBE and Dominique Reiniche during
the year, and Peter Jackson joined the Board in 2022.
All three are making a very valuable contribution to the
development of our business and I would like to thank them
as well as our other Non-Executive Directors Rick Medlock,
Lord Simon Wolfson and Tom Stafford for their hard work,
insights and advice.
I am pleased with how the Board has been working to
establish the routines and oversight necessary for a PLC
Board and to assist the Company in its transition to public
company life. The Non-Executive Directors have brought
their varied experience and relevant skill sets to the fore to
constructively challenge the business and to support the
management team as they seek to grow and strengthen
the Company. I discuss in detail in our Governance Report
(page 70) the work of our Board during the year. We have
particularly focused on the consideration of our strategy
and growth plans and how to ensure we have the right
people to execute on our plans, especially in the areas
of engineering, product and data science. We know that
having a strong team in these areas will yield a competitive
advantage in both our day-to-day operations as well as our
longer term investments.
Our Remuneration Committee has worked hard to develop
a Remuneration Policy which will support the recruitment,
motivation and retention of the talent that we need to
deliver on our strategy, and our shareholders will be
considering our Remuneration Policy at our upcoming AGM.
This has been the subject of recent engagement between
Karen Jones, our Remuneration Committee Chair, and our
significant shareholders. We have sought to ensure that our
remuneration framework is flexible and competitive with
the pay models offered by many of our competitors, whilst
still ensuring that our overall incentive levels are capped
and consistent with UK PLC pay models. More detail on this is
provided in the Directors’ Remuneration Report on page 93.
Supporting our communities and sustainability
I know we all hope that we have begun to move beyond
the COVID pandemic which brought such unprecedented
challenges for us all. I would like to thank our leadership
teams across Deliveroo for their efforts during these
difficult times to maintain our culture and operations,
and to support our employees and wider marketplace to
ensure we could operate safely. This included ensuring that
our consumers could receive their orders with no direct
contact, extending our range to offer more grocery which
was vital to so many people who were unable to go out
during this time, and offering riders support if they had to
isolate and couldn’t work. I am particularly proud of our
delivery of free meals during the crisis to those in need in
the UK and to NHS workers, and our similar efforts in some of
our other communities. We hope that these difficult times
are truly behind us and we are pleased to see many of our
innovations continuing to resonate with our consumers,
riders and grocery and restaurant partners.
We know we need to make our platform deliver real value
for all participants in our three-sided marketplace for us
to be successful in our mission to be the definitive online
food company. We also know how much environmental,
social and governance issues (ESG) matter to each of the
communities of our marketplace, as well as our employees
and other stakeholders. These issues are also very important
to Will and the entire Board, and we are very conscious of
the leadership role that we must play. We are committed
to taking action to drive sustainability in our operations
particularly in reducing plastic and food waste and carbon
emissions, and to supporting positive change in our
sector. We are at the beginning of our journey to build a
comprehensive sustainability strategy and we have set out
in our Sustainability Review on page 35, the key pillars we will
focus on as well as some initial actions. As we continue to
evolve our ESG strategy during the coming year, we plan to
establish clear commitments in these areas which we will
share with you on an ongoing basis.
Looking ahead
The coming year will be focused on continuing to execute on
our strategy and investing to drive forward our key growth
initiatives as well as moving towards breakeven and long
term profitability. I am confident we have the opportunity,
and the talented and committed teams that we need across
the business who can make this happen.
It was a significant milestone listing on the London Stock
Exchange and we are very pleased to welcome our new
investors. We are also really appreciative of the efforts of all
our teams across the world and to our partners, riders and
others who work with us, for their hard work and support
during the year. Thank you for your belief in Deliveroo and for
coming on our journey with us.
Yours sincerely,
Claudia Arney
Chair
24 March 2022
Strategic report Governance report Financial report
09Annual Report 2021 deliveroo plc
* To supplement performance assessment,
Deliveroo uses Alternative Performance
Measures (APMs), which are not defined
under IFRS. APMs are indicated in this
document with an asterisk (*); definitions
and further details are provided on page 191.
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10 deliveroo plc Annual Report 2021
OPERATIONAL HIGHLIGHTS 2021
DELIVER
CONTINUING TO
1. Grew our monthly active consumer base to 8 million
We ended the year with an average of 8.0 million monthly active
consumers (MACs) in Q4 2021 across our 11 markets. This is more
than double the number at the start of 2020 (Q1 2020: 3.6 million),
reflecting both strong acquisition and retention. This increase in
MACs was the primary driver of GTV* growth in 2021.
8.0M MACs
2. Expanded our restaurant selection
We further increased our restaurant selection to over
148,000 partner sites live on the platform globally (Q4 2020: 102,000).
We also added over 100 delivery-only Editions kitchens, taking the
overall number to more than 300 globally.
148,000+
RESTAURANT PARTNER SITES
3. Strengthened our on-demand
grocery offering
Our existing and fast-growing
on-demand grocery service now
delivers from over 11,000 partner
grocery sites globally (Q4 2020: ~7,000).
To complement this, in September
2021, we launched Deliveroo Hop, a
new rapid grocery delivery service,
operating from delivery-only stores.
8%
OF TOTAL GTV* IN GROCERY
IN 2021
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11Annual Report 2021 deliveroo plc
FINANCIAL HIGHLIGHTS 2021
Orders
1,3
301M
+73% VS. 2020
Gross transaction value (GTV)*
1
£6.6BN
+70%
2
VS. 2020
Gross profit*
1
£497M
7.5% AS % OF GTV*
Adjusted EBITDA*
1
£131M
2.0% AS % OF GTV*
Loss before income tax
1
£298M
VS. £213M IN 2020
Cash and cash equivalents
£1.3BN
VS. £0.4BN AT END OF 2020
4. Further developed our rider proposition
with enhanced protections
Riders enjoy free and automatic accident and injury cover and third-
party liability insurance. In 2021, we extended this to provide cover for
riders who are unwell and cannot work, as well as providing one-off
payments for new parents. This is currently available in several markets
and we aim to roll this out to more of our markets in the future.
85%
GLOBAL RIDER SATISFACTION
Figure based on Q4 2021 monthly survey results. During the reported period, 40,000 riders
completed the survey globally, representing 22% of riders who delivered an order across
the quarter.
5. Grew Deliveroo Plus subscription programme
Deliveroo Plus is our consumer subscription programme that unlocks
access to unlimited free delivery for a fixed monthly fee. In February
2021, we launched a new Silver tier designed for families, and in
September 2021 we announced a new offering with Amazon Prime,
allowing all UK and Ireland Amazon Prime members to sign up for free to
Deliveroo Plus Silver for a year. After strong growth in the year, the total
number of Deliveroo Plus subscribers globally in December 2021 was
three times higher than in December 2020.
3X
INCREASE IN PLUS SUBSCRIBERS
6. Listed on the London Stock Exchange
On 7 April 2021, we were Admitted to the London Stock Exchange
having completed the initial public offering (IPO) of Class A shares
in the capital of the Company, raising £1.0 billion of net proceeds.
£1.0BN
NET PROCEEDS
1 From continuing operations.
2 GTV* growth rate shown in constant currency*.
3 Full discussion of statutory financials on pages 54 to 56.
* To supplement performance assessment,
Deliveroo uses Alternative Performance
Measures (APMs), which are not defined under
IFRS. APMs are indicated in this document with
an asterisk (*); definitions and further details are
provided on page 191.
Getting food right online is hard. Food is inherently
perishable and as a result, delivery needs to be fast
and flawless. And food is emotional. How do you express
the creativity of a restaurateur or the passion of a
consumer online?
Establishing and operating a three-sided marketplace is
complex. Our platform connects local consumers, riders and
restaurant and grocery partners – all of whom we see as our
customers. We must provide a compelling customer value
proposition to all three sides.
We must develop the technology and logistics that make the
marketplace work seamlessly. We must also create demand
and balance supply to drive network density.
Doing all of these things together is challenging. But
by doing them successfully, we bring ever-increasing
platform utility to our customers, and support the
growth flywheel and economies of scale that drive value
for Deliveroo’s shareholders and wider stakeholders.
BUSINESS MODEL
MARKETPLACE
OUR THREESIDED
OUR OPPORTUNITY
CONSUMERS
RESTAURANTS
+ GROCERS
Logistics technology
Our growth businesses The local network effect
21 meal
occasions
RIDERS
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12 deliveroo plc Annual Report 2021
DELIVERING VALUE
Consumers
We unlock a wealth of choice for consumers, providing
fast, reliable delivery of restaurant food, groceries,
and more. Our Plus subscription programme further
enhances consumer value with free delivery (above a
minimum order value) and other benefits.
301M
orders delivered in 2021
See page 14 for our consumer value proposition
Riders
We provide riders with attractive earnings opportunities
combined with full flexibility over when and where
to work. Our free insurance provides security, with
accident and third-party liability cover globally and
additional cover in many markets.
85%
Global rider satisfaction score in Q4 2021
1
See page 15 for our rider value proposition
Employees
We offer an inclusive environment where individuals
can evolve their skills and experience and leave their
mark, in step with the rapid scaling of our business. Our
people have the opportunity to be part of something
bigger through the impact we make in our marketplace
and communities.
8.1
out of 10 employee engagement score in December 2021
See page 66 for more detail in our People section
Restaurants and grocers
Access to Deliveroo’s logistics, innovations and more
than eight million consumers provides restaurant and
grocery partners with new ways to grow revenues,
increase brand value and maximise the profit potential
from online delivery.
£6.6BN GTV*
enabled through our platform in 2021
See page 14 for our restaurant and grocer value proposition
Communities and environment
We support communities through charity partnerships
and employee volunteering. We are also focusing on
reducing plastic waste, food waste and the carbon
emissions created by our operations, and supporting
the wider supply chain to implement more sustainable
practices.
>1M
meals delivered to families in need
See page 35 for our Sustainability Review
Shareholders
We aim to balance continued strong growth with
progress to profitability, and have set out our path to
reach our aim of an adjusted EBITDA margin (as % of GTV)*
of 4%+ by 2026. Capturing growth opportunities and
driving towards our target margins will create substantial
shareholder value.
4%+
adjusted EBITDA margin (as % of GTV)* by 2026
See page 26 for more detail on our Shareholder and wider
Stakeholder Engagement
1 Figure based on Q4 2021 monthly survey results. During the reported period, 40,000 riders completed the survey globally, representing 22%
of riders who delivered an order across the quarter.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs
are indicated in this document with an asterisk (*); definitions and further details are provided on page 191.
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13Annual Report 2021 deliveroo plc
We unlock a wealth of choice for consumers, providing fast, reliable
delivery of their most loved restaurant food and groceries, and
helping them to discover new favourites. Our ever-increasing selection
covers a wide range of cuisines and price options, with access to
>148,000 restaurant partner sites globally and >11,000 grocery partner
sites. We are focused on improving the full range of the consumer
experience: in-app search and discovery, ordering and tracking, fast
reliable delivery, and responsive customer care. Our Plus subscription
programme further enhances the value for consumers with free
delivery and additional rewards.
BUSINESS MODEL CONTINUED
MARKETPLACE
THE THREE SIDES OF THE
Deliveroo provides restaurants and grocers with new ways to achieve
long-term profitable growth through access to over eight million
consumers. We offer delivery capabilities through our tech and
operations, and provide dedicated, proactive support. We also bring
innovations and provide bespoke solutions to help partners grow their
businesses, from self-serve marketing tools to data-driven insights
to inform them on how to maximise the potential from online delivery.
The vast majority of our restaurants and grocery partners never offered
on-demand deliveries before, and we allow them to boost growth, increase
brand value and maximise the profit potential from online delivery. Throughout
the pandemic Deliveroo has campaigned for support for the restaurant and
hospitality sector, and we will continue to do so.
1. AVAILABILITY
4. PRICE
2. SELECTION
5. BRAND LOVE
3. EXPERIENCE
1. COMMERCE
PLATFORM
2. PARTNER
GROWTH
3. CUSTOMER
EXPERIENCE
4. PARTNER
EXPERIENCE
5. VALUE BASED
PARTNERSHIPS
RESTAURANTS
AND GROCERS
CONSUMERS
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14 deliveroo plc Annual Report 2021
We provide riders with attractive earnings
opportunities combined with full flexibility. Rider
satisfaction was 85% in Q4 2021. During the
reported period, 40,000 riders completed the
survey globally, representing 22% of the riders
who worked across the quarter. Riders tell us
that flexibility is the main reason they work
with Deliveroo, valuing the total control
over when and where to work and what
orders to accept. Riders benefit from free
accident insurance and in many markets
the insurance also provides cover for
periods of short-term illness, and a one-
off pay-out on the birth of a child. Many
riders expect to work with Deliveroo for
years, but others see this as a stepping
stone in their career paths. We have
been proud to set up the Rider Academy
to support the learning aspirations of our
riders. Thousands of riders have taken part in
courses since the programme began.
1. FLEXIBILITY
2. EARNINGS
3. SECURITY
4. OPPORTUNITY
5. BRAND TRUST
RIDERS
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15Annual Report 2021 deliveroo plc
THE LOCAL
NETWORK
EFFECT
LOGISTICS
TECHNOLOGY
A growing platform
As more consumers join our platform we receive
more orders. Greater consumer demand attracts
restaurants and grocery partners, who benefit
from increased volume. Greater volume and
network density provides greater earnings
opportunities for riders, who work with Deliveroo
more frequently and in greater numbers, which
in turn drives more efficient, high performance
logistics. This provides an enhanced service
for consumers, who have more selection and
availability in terms of both cuisine and price as
well as a faster, more reliable service.
Innovation at our core
Underpinning our entire offering is our logistics technology.
Our machine learning algorithms enable our network to
improve the experience of all three sides of the marketplace
on an ongoing basis. We use our technology to develop an ever-
expanding understanding of the nuances of delivering in each
neighbourhood we operate in, allowing us to improve quality
of service while gaining efficiency at the same time.
BUSINESS MODEL CONTINUED
ENABLERS
OUR
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16 deliveroo plc Annual Report 2021
OUR GROWTH
BUSINESSES
Serving consumer demand
Our growth businesses – Editions, Plus and Grocery – each
contribute to our core food marketplace by strengthening
our network effects and accelerating the virtuous circle of
our three-sided marketplace.
Editions
Editions is Deliveroo’s delivery-only
kitchens concept that provides additional
value to all three sides of the marketplace.
Restaurant partners use Editions to bring their brands to
new neighbourhoods without needing to open a new dine-in
location; they also use Editions even in areas where they
have a restaurant to separate and optimise their dine-in
and delivery operations. Consumers enjoy the increased
availability in their area of most-loved brands – Editions can
account for 10-15% of total orders within the zone of their
delivery radius. And riders benefit from increased earnings
opportunities, including the fact that the efficiency of
the delivery-only kitchens means reduced wait-time at
restaurants, increasing earnings potential.
Plus
Deliveroo Plus is our subscription
programme that drives greater value for
consumers. For a fixed monthly fee, subscribers unlock free
delivery from all restaurant and grocery partners on orders
that meet the minimum spend requirements. Plus removes
delivery fees as a barrier to ordering, increasing order
frequency and improving retention. Plus was launched more
than three years ago, and in 2021 we added a plan designed
for families called Plus Silver.
Grocery
In the last three years, Deliveroo has built a leading position
in on-demand grocery, which represented 8% of Group GTV*
in 2021. We now offer delivery from over 11,000 partner
grocery sites globally, ranging from some of the largest
grocery retailers in our markets to small independent
convenience stores. For Deliveroo, Grocery offers powerful
synergies with the core platform, representing incremental
demand to the restaurant offering and providing an
effective customer acquisition channel. To complement
our leading network of partner store-picked grocery sites,
in 2021 Deliveroo launched a new rapid grocery delivery
service called ‘Deliveroo Hop’. Hop operates from delivery-
only grocery stores run by Deliveroo, working in partnership
with established grocers. Hop enables deliveries in as little
as 10 minutes with greater inventory accuracy than the
store-picked model.
300+
Number of Editions kitchens
On-demand grocery GTV*
% of total
H1 20 H2 20 H1 21 H2 21
7%
6%
5%
8%
H1 20 H2 20 H1 21 H2 21
* To supplement performance assessment, Deliveroo uses Alternative
Performance Measures (APMs), which are not defined under IFRS. APMs are
indicated in this document with an asterisk (*); definitions and further
details are provided on page 191.
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17Annual Report 2021 deliveroo plc
Large global TAM
Opportunity to access a more than £1 trillion
total addressable market (TAM) in restaurant
and grocery food delivery across our existing
11 markets. Additional potential in adjacent
non-food categories.
Low online penetration
Online ordering of food is early in its maturity,
with online penetration of ~4% in restaurant
and ~3% in grocery food – far behind the level
in many other online categories.
Structural tailwinds
Consumer demand
continues to shift to
online and on-demand,
and pandemic effects
have accelerated
the trend.
Compelling structural growth
Distinctive value propositions
Focused on developing the best value
propositions for consumers, riders and
restaurant and grocery partners in
each neighbourhood to make Deliveroo
their #1 choice.
Investing in innovation
Scaling existing category innovations such
as Plus subscription model and Editions
delivery-only kitchens, and growing our
product, data and technology teams
to drive the innovations of the future.
Efficient logistics
Hyperlocal focus creates powerful network
effects, and use of big data and machine
learning helps to reduce delivery times
– benefiting riders and consumers.
Winning competitive dierentiators
OUR INVESTMENT PROPOSITION
DELIVEROO’S
DIFFERENCE
* Defined terms can be found in the Glossary on page 189.
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18 deliveroo plc Annual Report 2021
Reaching net zero and reducing waste
Building a net zero carbon plan to reduce our
own direct emissions while supporting partners
and consumers to reduce their emissions
and food and packaging waste.
A KEY FOCUS FOR THE COMPANY
THIS YEAR AND BEYOND IS MAKING
PROGRESS ON OUR LONGER TERM
PATH TO PROFITABILITY.”
Will Shu
Founder & Chief Executive Officer
Building sustainable futures
Stable cohorts
Behaviour of our consumer cohorts has been
very consistent historically, with annual GTV*
retention well above 100% and increasing order
frequency, even coming out of COVID-19-related
lockdowns.
Path to profitability
Aim to reach adjusted EBITDA* breakeven during
H2 2023-H1 2024 and an adjusted EBITDA margin
(as % of GTV)* of 4%+ by 2026, with upside
potential beyond, supported by multiple levers
to drive unit economics and operating leverage.
Driving to profitability
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
Helping partners to grow and thrive
For riders, offering flexible work, attractive
earnings, security and learning opportunities.
For restaurants and grocery partners,
providing logistics technology and operations
plus continuous innovation to support
profitable growth.
Creating an inclusive marketplace
Attracting and developing a team of diverse
talents within Deliveroo that in turn supports
diversity and inclusion across all three sides
of our marketplace.
Strong capital position
Well-capitalised balance sheet supports
investment in growth opportunities, with
£1.3 billion cash and cash equivalents
at 31 December 2021.
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19Annual Report 2021 deliveroo plc
1
STRATEGY
PROFITABILITY
GROWTH AND
Deliveroo’s mission is
to be the definitive
online food company –
providing consumers
with access to the
food they love for each
of the 21 weekly meal
occasions. We aim
to achieve this by our
focus on oering the
best value proposition
to all three sides of
the marketplace:
consumers, riders
and restaurant and
grocery partners.
• Deliver a seamless order experience for all and
transition from transactional to emotional
• Consumers: enable access to extensive selection and
experience for all food occasions
• Partners: provide demand, insights and innovations
that drive sustainable growth
• Riders: offer attractive earnings with flexibility,
security and opportunities for personal development
• Employees: create an inclusive environment where
our
people have growth opportunities and can leave
their mark;
continue to grow our technology team
• Increased number of restaurant partner sites to
>148k and grocery partner sites to >11k globally
• Extended rider insurance in many markets to cover
sickness and maternity/paternity
• Significant investment in the technology organisation
to innovate and build efficiencies
• Created Diversity, Equity and Inclusion (DE&I) team
under leadership of new Director of DE&I
• MACs*: 8.0 million in Q4 2021 (+37% YoY)
• Total partner sites: ~160k in Dec 2021 (+47% YoY)
• Rider satisfaction: 85% in Q4 2021**
• Employee engagement score: 8.1 in December 2021
(+0.6 YoY)***
Invest in dierentiated
value propositions
Goals
Progress
in 2021
Performance
measures
* Defined terms can be found in the Glossary on
page 189.
** Figure based on Q4 2021 monthly survey results.
During the reported period, 40,000 riders
completed the survey globally, representing
22% of riders who delivered an order across
the quarter.
*** Overall engagement score in December 2021,
compared to the same period last year.
This signifies improved sentiment across
four engagement areas: ‘Belief (in product)’,
‘Satisfaction (in job)’, ‘Loyalty (to Deliveroo)’
and ‘employee NPS’.
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20 deliveroo plc Annual Report 2021
3
2
• Add new high-margin revenue streams, such
as advertising
• Create the most efficient logistics network built on
hyperlocal network density
• Generate tech-driven efficiencies in the marketplace
and our own operations
• Drive operating leverage with scale
• Took initial steps to develop advertising
revenue stream
• Reduced Rider Experience Time (RET) by >2%
• Launched several automation workstreams following
hiring of new Chief Product and Technology Officer
• Gross profit margin (as % of GTV)*: 7.5% in 2021
(8.7% in 2020)
• Adjusted EBITDA margin (as % of GTV)*: (2.0)% in 2021
((0.3)% in 2020)
• Cash and cash equivalents: £1.3 billion in 2021
(£0.4 billion in 2020)
Drive sustainable growth Strengthen levers of profitability
• Orders: 300.6 million in 2021 (+73% YoY)
• GTV*: £6.6 billion in 2021 (+70% YoY in
constant currency*)
• Revenue: £1,824.4 million in 2021 (+57% YoY)
• Expanded coverage across our markets and reached
77% population coverage in UK
• Added major new grocery partners, launched Hop and
increased grocery to 8% of GTV* in H2 2021
• Added more than 100 Editions kitchens, taking the
total to over 300 globally
• Increased Plus subscribers globally by 3X year-on-
year in Dec 2021
• Build leading market positions (#1 or strong #2) based
on hyperlocal market share
• Expand coverage and increase penetration by
growing category awareness and market share
• Accelerate grocery offering and scale category-
defining innovations such as Editions and Plus
• Support thriving incomes for restaurant and grocery
partners and riders
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
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21Annual Report 2021 deliveroo plc
Description
Revenue is primarily generated from restaurant and
grocer commissions, from consumer fees, and from
restaurant and grocer sign-up fees. Revenue take rate*
is revenue divided by GTV*. It is a widely used measure
for understanding the proportion of total value spent
by consumers on our marketplace that is captured
by Deliveroo.
Performance 2021
Revenue reached £1,824.4 million, a year-on-year
increase of 57% in reported currency, mainly driven by
the growth in GTV*. The revenue take rate* was 27.5%
compared to 29.2% in 2020, with the year-on-year
movement attributable primarily to investments to drive
consumer acquisition (such as the New User Experience
programme) and retention (via the Plus subscription
offering); and investments to create differentiated
content for consumers through Deliveroo’s restaurant
and grocery selection.
Description
Gross profit* is calculated as revenue less costs of
sales, which primarily comprises rider costs and credit
card fees. Gross profit margin (as % of GTV)* is gross
profit* divided by gross transaction value (GTV)*. Gross
profit margin (as % of GTV)* is considered a good
measure of profitability at a transactional level.
Performance 2021
Gross profit* reached £497.3 million compared to
£347.7 million in 2020, an increase of 43% in reported
currency. Gross profit margin (as % of GTV)* was 7.5%
compared to 8.7% in 2020, with the year-on-year
movement attributable primarily to the reversal of
benefits from higher basket sizes during COVID-19-
related lockdowns and to initiatives to support future
growth, including investments to drive consumer
acquisition and retention, and to create differentiated
content for consumers through Deliveroo’s restaurant
and grocery selection.
Revenue (£m)
£1,824M
+57%
Revenue take rate* (%)
27.5%
170 BPS
Gross profit* (£m)
£497M
+43%
Gross profit margin* (%)
7.5%
120 BPS
KEY PERFORMANCE INDICATORS
FINANCIAL KPIs
27.5
21
29.2
20
30.6
19
29.6
18
7.5
21
8.7
20
7.5
19
5.7
18
Revenue and revenue take rate* Gross profit* and gross profit
margin* (as % of GTV)
1,824
21
1,163
20
772
1918
476
497
21
348
20
189
1918
91
* To supplement performance assessment, Deliveroo uses Alternative
Performance Measures (APMs), which are not defined under IFRS. APMs are
indicated in this document with an asterisk (*); definitions and further
details are provided on page 191.
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22 deliveroo plc Annual Report 2021
Description
Adjusted EBITDA* is calculated as gross profit* less
marketing and overhead* expenses. It excludes inter
alia depreciation and amortisation, exceptional costs*,
exceptional income*, and share-based payments
charge. Adjusted EBITDA* is considered to be a measure
of the underlying trading performance of the Group
and is used, amongst other measures, to evaluate
operations from a profitability perspective.
Performance 2021
Adjusted EBITDA* was £(131.4) million, compared to
£(10.8) million in 2020, as higher aggregate gross profit*
was offset by increased investments to support
future growth, particularly in the second half of the
year. These increased investments include marketing
spend to drive consumer brand awareness, and adding
technology talent to further develop the Deliveroo
platform. Adjusted EBITDA margin (as % of GTV)* was
(2.0)%, with a margin of (0.8)% in H1 2021 and (3.2)%
in H2 2021.
Description
Cash and cash equivalents are a good measure of the
assets that the business has available to invest in its
operations and fund growth.
Performance 2021
Cash and cash equivalents were £1,290.9 million at
31 December 2021, compared to £379.1 million at
31 December 2020. Deliveroo had a strong cash inflow
from the successful completion of fundraising activities
in H1 2021, with £1,011.7 million net proceeds (after
costs) from the IPO in April 2021, as well as £135.3 million
net proceeds (after costs) from the Series H fundraising
round in January 2021.
Adjusted EBITDA* (£m)
£131M
N.M.**
Adjusted EBITDA margin* (%)
2.0%
170 BPS
Cash and cash equivalents (£m)
£1,291M
+241%
Adjusted EBITDA* and adjusted
EBITDA margin* (as % of GTV)
Cash and cash equivalents
(131)
2120
(227)
19
(198)
18
(11)
1,291
2118
185
19
230
20
379
20
(0.3)
(9.0)
19
(12.3)
18 21
(2.0)
* To supplement performance assessment, Deliveroo uses Alternative
Performance Measures (APMs), which are not defined under IFRS. APMs are
indicated in this document with an asterisk (*); definitions and further
details are provided on page 191.
** N.M. – not meaningful.
Strategic report Governance report Financial report
23Annual Report 2021 deliveroo plc
70
62
57
65
Gross transaction
value* (£m) Orders (m) GTV per order* (£)
KEY PERFORMANCE INDICATORS CONTINUED
21201918
22.1
21
22.9
20
21.3
19
22.2
18
Description
Gross transaction value (GTV)* is the total value paid
by consumers, excluding any discretionary tips. GTV*
comprises the total food basket (net of any discounts)
and consumer fees, and is represented including
VAT and other sales-related taxes. It is a widely used
measure for understanding the total value spent by
consumers on our marketplace.
Performance 2021
GTV* reached £6,631 million, a year-on-year increase
of 67% in reported currency and 70% in constant
currency*. Year-on-year GTV* growth slowed sequentially
during the year, from 133% in Q1 2021 to 36% in Q4 2021,
both in constant currency*. This reflects an increasingly
tough comparison base in the prior year, as well as
lifting of COVID-19-related restrictions during the
course of 2021.
Description
Orders represents the total number of orders delivered
from our platform, including from our Marketplace and
Signature offering, over the period of measurement.
Order volume is considered a key driver of GTV* and
also gives a measure of growth in the Group’s scale.
GTV per order* is GTV* divided by orders. It is a measure
of the average size of each transaction on the
platform, and is an important driver of both GTV* and
commission revenue.
Performance 2021
Orders were 300.6 million in 2021, a year-on-year
increase of 73%. This was primarily driven by an
increase in monthly active consumers (MACs), helped
by an increase in average order frequency (AOF). GTV
per order* fell by 4% in reported currency or 2% in
constant currency* to £22.1 for the year. This equates
to a reduction of 80p versus 2020 as basket sizes
normalised following the lifting of COVID-19-related
restrictions in the majority of markets during the
course of the year.
6,631
21
3,979
20
2,522
1918
1,610
GTV* growth in constant
currency* (%)
301
21
174
20
119
1918
72
OPERATIONAL KPIs
GTV* and GTV* growth Orders and GTV per order*
£6,631M
+67%
301M
+73%
£22.1
4%
70%
+13%
* To supplement performance assessment, Deliveroo uses Alternative
Performance Measures (APMs), which are not defined under IFRS. APMs are
indicated in this document with an asterisk (*); definitions and further
details are provided on page 191.
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24 deliveroo plc Annual Report 2021
Average order
frequency (x)
Monthly active
consumers (m)
3.3
21
3.2
20
3.0
19
2.7
18
Description
Monthly active consumers (MACs) is the number of individual
consumer accounts that have placed an order on our platform in a
given month. Average order frequency (AOF) is the average number of
orders placed by active consumers in a month. The number of MACs
multiplied by the AOF gives the number of orders per month, which in
turn drives GTV*.
Performance 2021
In 2021, MACs averaged 7.5 million for the year as a whole, and 8.0
million in Q4, compared to 2020 figures of 4.6 million and 5.9 million,
respectively. This increase reflects investments to drive consumer
acquisition (such as the New User Experience programme) and
retention (via the Plus subscription offering). AOF continued to
increase as increased frequency among maturing older cohorts
offset the addition of new cohorts, which always start with a lower
frequency.
7.5
FY
21
8.0
Q4
21
4.6
FY
20
3.1
FY
19
FY
18
2.1
MACs and AOF
3.3
+3%
8.0M
IN Q4 2021
* To supplement performance assessment, Deliveroo uses Alternative
Performance Measures (APMs), which are not defined under IFRS. APMs are
indicated in this document with an asterisk (*); definitions and further
details are provided on page 191.
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25Annual Report 2021 deliveroo plc
STAKEHOLDER STATEMENT
STAKEHOLDERS
OUR APPROACH TO
The Board recognises that our business and our behaviours
impact our consumers, riders, restaurant and grocery
partners, employees, investors and other stakeholders. As
directors of Deliveroo, we must act in accordance with a set
of general duties which are set out in s172 of the Companies
Act 2006 and, in doing so, seek to consider the interests
of our stakeholders when reaching decisions.
SECTION 172 STATEMENT
Deliveroo operates in a
three-sided marketplace
of consumers, riders and
restaurant and grocery
partners, and we are proud
to have a dierentiated
proposition for each. We are
driven by a commitment
to improving the delivery
experience for each side of
our marketplace, based on
our in-depth understanding
of their priorities, which is
gained through ongoing and
meaningful engagement.
We are equally committed to being a diverse and inclusive
company, supporting the communities in which we operate
and engaging with our key stakeholders.
Supported by our Board of Directors, we aim for the highest
standards of business conduct when engaging with our
marketplace and our stakeholders. This is not only what we
believe in but we understand that creating shared value for
Deliveroo and our stakeholders is critical to our business
success. Offering the best proposition to each side of our
marketplace enables us to attract and retain the number of
consumers, riders and restaurant and grocery partners we
need to scale; while having an engaged workforce boosts
the Company’s productivity; engaging constructively with
regulators ensures we have the licence to operate; and
meaningful engagement with our investors will attract the
long-term shareholder base we seek.
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26 deliveroo plc Annual Report 2021
Why consumers are
important to us
Deliveroo’s success is based on
our being customer-focused.
The business was founded on
founder and CEO Will Shu’s desire
for a better service than the
one that was available, and the
Company continues to take
decisions through the lens of the
end user’s experience. Deliveroo
today has 8 million monthly active
consumers globally and strong
levels of consumer engagement and
satisfaction. We think about food
delivery as a hyperlocal business
and we focus on our offer to
consumers on a neighbourhood-by-
neighbourhood level. We have spent
years working to understand what
consumers want and establishing a
proposition that can appeal to every
neighbourhood and consumer,
whether families or students, in
Dubai or Dublin, Sydney or Paris.
What matters to consumers
Our consumer value proposition
aims to provide the best availability,
selection, experience, and price,
while also building an emotional
connection with our brand. We
refine this by listening and tailoring
our offer to hyperlocal audiences,
which is vital so that consumers
receive a personalised platform
experience. We carry out research
to really understand consumers’
priorities to help us create better
services and experiences. Last year
we received 2.4 million pieces of
feedback from consumers globally.
How we engage with consumers
• We have a dedicated consumer insights team who engage regularly with groups
of consumers to provide feedback on our products and services.
• We ask for feedback on their experience via our consumer app, which is shared
with other consumers in the form of restaurant ratings and also taken into
consideration by our team to improve the overall consumer experience.
• We regularly test product changes with groups of consumers to make sure that
any alterations are in consumers’ interests.
• If something goes wrong on an order, we focus on making it right as quickly as
possible with nearly 2,500 care agents working around the world. We invest in
ensuring that we deliver a great consumer experience, focusing on meeting
ambitious targets to provide quality levels of care and constantly increasing
the proportion of contacts that are resolved the first time.
Highlights
• An important part of our CVP is Deliveroo Plus, the subscription programme that
unlocks unlimited free delivery for a fixed monthly fee. Deliveroo launched ‘Plus
Silver’ in most markets in 2021. Designed with families in mind, the new ‘Silver’
service provides free delivery for a lower price than the original service and
helps customers with a higher average basket spend, such as families, to enjoy
the benefits of free delivery on their orders. Alongside this, we lowered the
price of the original Plus Gold programme in Australia, France, Ireland, UK, Italy
and Singapore.
• A new Deliveroo Plus rewards scheme was introduced in many markets. This
restaurant-funded programme rewards Plus subscribers for their loyalty with
specific restaurants.
• In the UK and Ireland (UKI) Deliveroo announced a new partnership with Amazon
Prime. From September 2021, all new and existing UKI Amazon Prime members
were able to receive free Deliveroo Plus membership for a year, giving them
unlimited free delivery on orders over £25.
• We know our consumers care about the sustainability of the services they
use, and so we have introduced a range of measures, including the provision
of sustainable packaging options for partners to use in the majority of
our markets.
• To ensure consumers feel confident using our service, we have strong food
safety, data privacy and cybersecurity policies in place.
• To demonstrate our commitment to our consumers, Deliveroo offered
consumers the chance to participate in the Company’s IPO, making £50
million of shares available to them, alongside riders and restaurant and
grocery partners.
How the Board engages
• The Company’s performance, including consumer engagement matters and
market share are discussed as part of regular Board updates through the CEO.
In addition, members of the Executive Team regularly present to the Board
in relation to detailed matters within these areas. This year the Board has
received two ‘deep dive’ presentations on consumer matters which focused on
the consumer value proposition, brand and consumer marketing.
• Board members have received information on customers as part of their
induction. We also receive direct feedback from our Board members as they
are customers themselves.
PRIMARY STAKEHOLDERS
CONSUMERS
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27Annual Report 2021 deliveroo plc
Why our partners are
important to us
Deliveroo was born out of a
love of restaurants of all kinds.
We are passionate about
restaurants’ food and supporting
our partners by enabling them
to reach more customers and
grow their businesses. Over 90%
of our restaurant partners had
no delivery capabilities until we
provided this opportunity through
our logistics-enabled marketplace
model. In 2020, Deliveroo
expanded our grocery offering,
giving supermarket partners the
opportunity to offer on-demand
delivery for the first time. In 2021,
we increased our selection of
restaurant and grocery partners
available on the platform and
Deliveroo today works with 148,000
restaurant partners and 11,000
grocers globally.
What matters to our partners
Our proposition to our restaurant
and grocery partners aims to
provide strong incremental
demand generation, an excellent
consumer experience, tools
to drive profitability, and
innovations for the future of
online food delivery.
STAKEHOLDER STATEMENT CONTINUED
How we engage with our partners
• We have partner insight and experienced teams who regularly engage with
groups of restaurants via surveys and interviews to provide feedback on our
products and services.
• We have a partner user experience team who regularly test product changes
and new products with groups of restaurants to make sure that any features
meet their needs.
• We host an annual Restaurant Awards event where we ask our consumers to
vote for their favourite restaurants across a number of categories.
• We have over 900 agents dedicated to engaging with our restaurant and
grocery partners to ensure they have the right support.
• We have sales and account management teams in market to support our
restaurant and grocery partners.
Highlights
• Significant investment in the technology organisation to innovate on the
consumer experience for all three sides of the marketplace.
• Deliveroo has long been a champion of the restaurant sector and in 2021
campaigned with local Governments for our partners to be supported in their
efforts to recover from the COVID-19 pandemic.
• To celebrate our partners, we launched the latest round of our Restaurant
Awards in the UK and Ireland. The awards, first launched in 2018, were created
to celebrate the best restaurants – and more recently grocers – available
on Deliveroo.
• Launched Deliveroo Hop, offering grocery partners a rapid delivery service
enabling them to reach a wider customer base.
• Deliveroo continues to offer a range of features for restaurant partners.
For example: Marketer Adverts, a new feature giving restaurants easier ways
to promote themselves to customers in app; a new self-serve onboarding
process, allowing restaurants to onboard in as little as five minutes; and a new
‘Reply to Feedback’ tool allowing restaurants to respond directly to customer
feedback, helping them to build closer relationships with their customers while
simultaneously engendering positive sentiment among consumers.
• Editions are Deliveroo’s delivery-only kitchens which offer opportunities
for restaurants to expand to new areas and increase choice in local
neighbourhoods for consumers. During 2021, Deliveroo rolled out more than
100 new kitchens in the UK, France, Hong Kong and the UAE.
How the Board engages
• The Board receives regular updates on matters relating to our restaurant and
grocery partners through the CEO and regular presentations from members of
the Executive Team. This has included a strategic discussion around grocery,
dark stores and Editions from the Chief Marketplace Officer.
• Board members have received information on our restaurant and grocery
partners as part of their induction programme and visits to Deliveroo Hop sites
are being planned.
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28 deliveroo plc Annual Report 2021
PARTNERS
Why riders are
important to us
Deliveroo riders are at the heart
of the Company. Founder and
CEO, Will Shu, was our very first
rider. He worked doing deliveries
full time for the first year of
running the business and still
completes deliveries today. We
pride ourselves on understanding
what matters most to the over
180,000 riders we work with and
we develop our proposition for
riders based on the things they tell
us they value most.
What matters to riders
Our understanding of what riders
care about has helped us to
develop a proposition based on
what riders value: flexible work,
attractive earnings, and security.
How we engage with riders
• Deliveroo has dedicated engagement teams in each of our markets, whose
role is to speak directly and regularly with riders and make sure our rider
proposition best reflects riders’ interests and experiences.
• Regular surveys, an in-app feedback tool and focus groups of riders, are used
to ensure we understand riders’ experiences of using the platform to identify
new ways to improve how we work with them.
• Our care agents are available for our riders to contact about any concerns
while on an order.
• Rider Forums, made up of rider representatives elected by other riders, enable
riders to raise issues directly with Company management. Forums are present
in some European markets and we plan to roll them out more widely.
• Deliveroo riders were supported during the Company’s exit from Spain.
Highlights
• Deliveroo created a £16 million ‘Thank You’ Fund for riders as part of the
Company’s IPO, to recognise their valuable contribution. This provided riders
across all markets with between £200 and £10,000, depending on the number
of orders they had completed. Over a quarter of riders globally benefitted from
the award.
• Deliveroo has always believed in the importance of providing riders with
security alongside flexibility. Having been amongst the first platforms to offer
all riders free, automatic insurance, Deliveroo has extended this insurance
to cover those who are unwell and cannot work, as well as payments for new
parents. This is currently available to riders in the UK, Ireland, Australia, Belgium
and France, and we aim to roll this out to more markets in the future.
• In all markets we have introduced the new ‘Busby’ safety app for all riders,
which, among other features, identifies risks on the road and will alert a rider’s
contacts if they are in an accident.
• In Italy, Deliveroo implemented a Collective Bargaining Agreement with our
industry partners and a trade union, UGL, ensuring greater protection to riders
and introducing minimum earnings while on order, supplementary benefits,
a reward system, safety equipment, new insurance, training and other
protections while protecting the flexibility of self-employment.
• In France, we held quarterly discussions with the elected representatives of
the Rider Forum, discussing new features, and in Belgium we launched a Rider
Forum to give riders a voice within the Company. In the UK we hosted Rider
Roadshows across the country, attended by 6,000 riders, to hand out free kit,
offer free bicycle maintenance/checks and listen to riders’ feedback.
• In the UK, France, Australia, Singapore, Hong Kong, Belgium, Netherlands and
Italy we offer free online learning courses to riders and their families through
a partnership with Open Classrooms, including funding 110 scholarships
for riders.
How the Board engages
• The Board receives regular updates on matters relating to our riders through
the CEO, the Chief Marketplace Officer and the General Counsel. Updates
have focused on rider status globally, as well as rider earnings satisfaction
and conditions.
• Board members have received information on riders as part of their induction
programme and a number of Board members have carried out deliveries to
experience first hand what it is like to be a rider.
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29Annual Report 2021 deliveroo plc
RIDERS
STAKEHOLDER STATEMENT CONTINUED
How we engage with employees
• Deliveroo uses Google Workspace, Slack and Facebook Workplace to enable
employees to communicate quickly and easily and to foster cross-functional,
group working even when working remotely.
• Deliveroo uses the Peakon employee engagement survey tool, asking for
employee feedback on a wide range of issues monthly, the findings of which
are shared with managers and the Executive Team, with Company wide
summaries shared with employees each quarter.
• The CEO holds a fortnightly Company ‘All Hands’ meeting which is live-streamed
so that all employees are regularly updated on key events taking place in the
Company including financial results, cultural activities and business initiatives.
Presentations are also given by the CFO, other members of the Executive Team
and other employees from across the organisation.
• We have four main Diversity, Equity and Inclusion (DE&I) and Belonging groups
at Deliveroo: Wellbeing, Gender Equality, Racial Equality, LGBTQ+. These enable
employees to input into Company activity and policy to ensure it is inclusive of
under-represented groups.
Highlights
• We have improved UK benefits for our employees including improved/increased
contributions to Employee Private Medical Insurance, the introduction of a
Dental Insurance plan, a new Gym subscription benefit and optional Critical
Illness and Partner Life Assurance policies.
• We believe we are building a strong team to support our journey of continued
growth and want to foster a workplace culture where everyone is committed
to, and able to share in, our success.
• We introduced a new ‘Company Bonus Plan’ which provides a bonus opportunity
to over 1,700 employees and we have ensured that every employee benefits
from some type of bonus plan.
• ‘We are Deliveroo’ was launched as a global programme to give employees
the opportunity to become more familiar with Deliveroo’s marketplace
through voluntary sessions as a rider, in the Deliveroo care team, and in
Editions kitchens.
• We hosted a series of events across our markets to mark LGBTQ+ History Month,
International Women’s Day, Lesbian Visibility Week, Pride, Black History Month,
World AIDS Day, Transgender Awareness Week.
Why employees are
important to us
We are guided by our Company
values, which set out what we
expect of each other and the
Company we aspire to be. We aim
to live our values throughout the
Company, including how we hire,
reward and recognise people.
What matters to employees
At Deliveroo we aim to offer people
the opportunity to build their skills
and experience faster than they
might elsewhere; to have a positive
impact on Deliveroo, leaving their
mark as we scale; and to be part
of something bigger through the
impact that we make together in
our marketplace and communities.
At Deliveroo, employees are
challenged and supported in an
inclusive environment.
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30 deliveroo plc Annual Report 2021
EMPLOYEES
How the Board engages
• The Board receives regular updates on matters relating
to our employees through the CEO and the Chief People
Officer including in relation to culture, recruitment to align
with our growth and strategic ambitions and diversity,
equity and inclusion. The Chief People Officer also reports
to the Remuneration Committee more specifically on
recruitment and reward matters and to the Nomination
Committee on leadership succession, DE&I and culture.
• Our Chair Claudia Arney engages regularly with employees
and met with the Deliveroo Leadership Council (which
comprises over 70 employees representing the senior
leadership of the Company) to discuss our transition
to public company life, her role as Chair and the role of
the Board.
• The Board is committed to a constructive two-way
dialogue with our employees, to enable us to better reflect
their interests in future Company and strategic decisions,
and to help ensure that the Company is a great place to
work. As part of the Board’s work to better understand the
views of our people, Dominique Reiniche was appointed
as the designated employee independent Non-Executive
Director, whose role it is to oversee engagement between
the Board and our employees. Dominique’s wide ranging
business expertise in both the UK and Europe will enable
her to contribute valuable insights as she engages with
our global employee base. For more information see our
Governance Report on page 70.
• The Board and the Audit and Risk Committee also receive
regular reports from the General Counsel, VP Finance, Head
of Compliance and the Company Secretary to ensure that
the Company has appropriate policies and procedures
in place in relation to matters impacting its employees
including to ensure regulatory compliance.
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31Annual Report 2021 deliveroo plc
STAKEHOLDER STATEMENT CONTINUED
Why our shareholders
are important to us
Our shareholders are the owners
of our business and the main
source of long term funding. We
are committed to considering
shareholder interests and
maintaining an open and regular
dialogue to understand their
perspectives and priorities on
all aspects of the Company,
including business strategy and
performance, capital allocation
and governance. Our focus is
to deliver a strong total return
for shareholders over the long
term while also creating value for
other stakeholders.
What matters to
our shareholders
Our shareholders are concerned
with a broad range of issues
including, but not limited to:
• the strategy and operations of
the Group;
• financial and operational
performance;
• capital allocation and
investment plans;
• approach to performance
management and executive
remuneration;
• exposure to and
management of risk;
• the Group’s sustainability
strategy and approach to ESG
topics; and
• governance structures
that are in place and any
changes to them.
How we engage with our shareholders
Deliveroo aims to provide investors with transparent and consistent information
and interactive communication with our management. We manage relationships
with the financial community through our Investor Relations (IR) programme,
maintaining a two-way dialogue with existing and potential shareholders and other
members of the financial community. Engagement activities include the following:
• Stock Exchange announcements and other press releases, including quarterly
trading updates and half-year results with accompanying conference calls
and meetings.
• Detailed Annual Report containing information on the Group’s strategy, business
model and financial results.
• Information on our corporate website, https://corporate.deliveroo.co.uk.
• Regular meetings for investors and analysts with Company management and the IR
team at conferences, industry events and roadshows as well as on an ad hoc basis.
• Opportunity for dialogue with management and Board members on key matters,
e.g. performance and executive remuneration.
Highlights
• In 2021, the CEO, CFO and IR team collectively held over 200 meetings with nearly
600 individual investors and analysts during the nine months since the IPO.
• Since the end of 2021, the Remuneration Committee Chair has met with
our largest shareholders and certain proxy advisers to discuss our
remuneration policy.
How the Board engages
• The Executive Directors, Chair, Senior Independent Director and other Non-
Executive Directors are available to meet with investors on request and report
back to the Board on investor views from these meetings.
• Board members will engage with investors through the Annual General Meeting
(AGM) which will provide the opportunity for shareholders to hear from the
Board about our performance during FY2021 and to ask questions.
• The Board receives regular reports from the IR team and the Company’s
corporate brokers on feedback from investor engagement, competitor trends,
the company’s share register and significant changes in shareholdings.
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32 deliveroo plc Annual Report 2021
SHAREHOLDERS
Public bodies
Why public bodies are important to us
Deliveroo seeks to be a responsible Company that engages
constructively with governments and regulators where we
operate. We engage proactively to ensure that authorities
understand our business model and the value we add,
including campaigning for regulatory change to support
the interests of our marketplace and the communities in
which we operate. We also partner with others where we
have shared interests, for example, to promote sustainable
food chains.
What matters to public bodies
Relevant governments and regulators value transparency,
engagement and constructive partnership, which is what
Deliveroo seeks to offer in all of our engagements.
How we engage with public bodies
• Regular dialogue with governments and regulators,
bilaterally and through industry groups.
Highlights
• In France, we signed a Charter with the Ministry of Ecology
to accelerate the transition (being an approach to
economic development designed to benefit businesses,
society and the environment), and to reduce single use
plastics in the delivery sector.
• In Australia, we worked closely with the State and Federal
Government to bring together platforms to publish road
safety protocols for platform workers.
• In the UAE, we worked with the administration to identify
suitable locations to roll out ‘rider pit stops’, where riders
can rest, recuperate and rehydrate in between deliveries,
particularly in the hot summer months.
• In Italy, we partnered with a range of local
administrations to promote recycling among
consumers and restaurants.
• We are engaging constructively with relevant stakeholders
across the EU with regard to proposals on the future of
platform work.
How the Board engages
• The Board receives regular updates through the CEO and
the General Counsel on matters relating to engagement
with governments and regulators in the markets where
we operate.
Sustainability and
local communities
Why communities and sustainability
are important to us
We are committed to supporting our marketplace, being
a part of the communities we serve and taking action to
drive sustainability. For example, we want to play our part
in reducing plastic waste, food waste and the carbon
emissions created by our operations. We also want to
incentivise and accelerate new behaviours that will help
to deliver lasting, sustainable change across our sector,
as we are uniquely placed to help consumer demand for
more sustainable practices and to drive change among
our partners.
What matters most to local communities
and sustainability interests
As set out in our Sustainability Review on page 35, we have
undertaken an assessment to understand what matters
most to us and to our partners and customers. This has
included the consideration of how sustainability issues
interact with our business and our key stakeholders, and
identifying where we have direct levers to make changes or
can make change by working with our partners.
How we engage with communities and
sustainability interests
• Deliveroo works with a range of charities,
non-governmental organisations and other community
partners to support local issues that matter to
local communities.
OTHER KEY STAKEHOLDERS
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33Annual Report 2021 deliveroo plc
Sustainability and
local communities continued
Highlights
• We are seeking to appoint a Chief Sustainability Officer to
ensure the integration of ESG matters into every element
of the business and to lead the continuing evolution of the
Company’s ESG strategy, particularly how we measure our
performance in this area. For details of the key pillars of
focus for sustainability, please see page 36.
• In the UK we launched our ‘Full Life’ campaign, bringing
together our restaurant and grocery partners to pledge
to deliver one million meals to local charities across
the country.
• As part of the Company’s IPO we announced a £50 million
Communities Fund, to be spent over the next five years,
to support the three sides of our marketplace. Initial
projects will focus on helping riders to transition towards
e-vehicles, helping to reduce pollution in the communities
in which we operate, and incentivising restaurants to use
more environmentally sustainable packaging.
• We launched charity partnerships with the Red Cross in
Italy and Belgium, Secours Populaire in France, Food From
The Heart in Singapore, Feeding HK in Hong Kong, Eat UP in
Australia, among others.
• We continued to make sustainable packaging options
(recyclable, biodegradable, compostable items) available
in the majority of markets for our partners to use. We
also have market-specific initiatives, such as subsidising
sustainable packaging for partners in Hong Kong, trialing
reusable packaging schemes in France and continuing our
opt-in for plastic cutlery in the UK.
How the Board engages
• The Board receives regular reports on ESG matters from
the CEO and members of the Executive Team. The Board
considered the key pillars of focus as set out in the
Sustainability Review.
Suppliers
Why suppliers are important to us
Suppliers are critical to our business and our ability to
execute, so we treat them as partners.
What matters to suppliers
We know that our suppliers value transparency and so we
make sure we have clear and fair terms and conditions
in all our agreements. We also have clear policies to
encourage the highest possible standards are upheld in our
supply chain, for example as set out in our Modern Slavery
Statement.
How we engage with suppliers
• Regular dialogue with our suppliers by project leads.
Highlights
• During 2021 Deliveroo has commenced the build of the
Deliveroo Procurement Hub to manage our external
supplier spend and to ensure our values are applied
appropriately with our supplier base.
• We have continued to bolster the procurement team
with the addition of a number of qualified procurement
professionals with a range of experience from major
corporations.
• The focus of the team in 2021 has been to introduce
and drive commercial sourcing, improve governance
and to ensure all our major pieces of supplier work are
appropriately market tested and formally contracted.
• Alongside this focus we have commenced supplier
relationship management with the introduction of
Quarterly Business Review processes with our providers
of rider equipment . These reviews have allowed us to
work with key suppliers on areas such as product design,
material types, lead times and the sharing of information
to drive efficiency. This process and a broader supplier
relationship management approach is planned to be
developed through 2022 across other business areas with
the aim of achieving ‘customer of choice’ relationships
with our major suppliers.
How the Board engages
• The Board receives regular updates on supplier matters
from the CEO and the General Counsel.
STAKEHOLDER STATEMENT CONTINUED
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34 deliveroo plc Annual Report 2021
Our story
At Deliveroo we are committed to
supporting our marketplace, being a part
of the communities we serve and taking
action to drive sustainability. We want to
play our part in reducing plastic waste,
food waste and the carbon emissions
created by our operations. We also
want to incentivise and accelerate
new behaviours that will help to deliver
lasting, sustainable change across our
sector. As a platform we are well placed
to help consumer demand for more
sustainable practices, and to drive
change among our partners.
This Sustainability Review sets out our first steps in building
a comprehensive sustainability strategy, by setting out the
key pillars our strategy will focus on, alongside some initial
actions under each area. Over the coming years we will
develop this strategy by making clear commitments in those
areas where we are not able to set targets today, and we will
continue to build out activity under each pillar to meet the
objectives we are setting ourselves.
Key
1. Health and safety
2. Water use
3. Supply chain
4. Sustainable sourcing
5. Transparency
6. Talent attraction
7. Animal health
8. Executive remuneration
9. Privacy
10. Food safety
11. Human rights and modern slavery
12. Employee conditions
13. Supporting partners
14. Diversity, Equity and Inclusion
15. Nutrition, obesity and wellbeing
16. Packaging, waste
17. Climate change
18. Riders’ working conditions
19. Food poverty
SUSTAINABILITY REVIEW
BUILDING A
SUSTAINABLE FUTURE
Materiality assessment
To shape the pillars of our sustainability strategy, our first
step was to undertake a materiality assessment as set
out below.
• We worked with a specialist sustainability consultancy
in the UK to develop a comprehensive list of the
sustainability issues relevant for Deliveroo and our
industry. This included the consideration of external
frames of reference, such as the UN Sustainable
Development Goals.
• The resulting issues list was ranked in order of how
important we considered the issues were for Deliveroo to
address, as well as where our action could have the most
impact. This involved evaluating how sustainability issues
interact with our business and identifying where we have
direct levers to make changes, and where we would have
to work through third parties to influence change.
• We concluded that tackling plastic waste, supporting
riders, helping our partners grow and become more
sustainable, and building a diverse and inclusive company
and marketplace, scored most highly in this exercise.
• We then calibrated the outcome of this review with views
of our stakeholders, including: employees, consumers,
riders, restaurant and grocery partners, policy makers
and investors. This helped us to balance what mattered
to us, what mattered to our stakeholders, and where
we or stakeholders thought that Deliveroo action could
have most impact. The diagram below shows a visual
representation of this materiality assessment.
Materiality matrix
Potential for Deliveroo action to have a big impact
on society or the environment
Importance to stakeholders
15
17
18
13
14
12
11
5
4
9
10
8
6
7
3
2
1
19
16
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35Annual Report 2021 deliveroo plc
SUSTAINABILITY REVIEW CONTINUED
Deliveroo’s sustainability strategy: the six key pillars at the heart of our mission
The six pillars below represent where we believe we can have the most impact on important issues as per our materiality
assessment. These will be the priority areas of focus for us in 2022 and beyond, during which time we will set clear targets
and metrics to measure and track our performance. Alongside each pillar we have set out how they support the UN’s
Sustainable Development Goals. This is so that we can see how our areas of focus fit within this broader set of sustainability
objectives.
UN Sustainable Development Goal
Pillar Direct impact Indirect impact
1. Reaching net zero and reducing waste
Reducing our own direct emissions while supporting partners and consumers
to reduce their own emissions and food and packaging waste.
12. Sustainable
Consumption
13. Climate action
2. Helping partners to grow and
be more sustainable
Providing our partners with new opportunities to grow revenues, increase brand
value and maximise profit potential from online delivery, while supporting and
enabling more sustainable behaviour.
8. Decent Work and
Economic Growth
10. Inequalities
9. Infrastructure
3. Riding and thriving
Giving people the flexible work they value alongside the security they deserve,
as well as attractive earning and learning opportunities.
8. Decent Work and
Economic Growth
5. Gender Equality
10. Inequalities
4. Enabling healthier eating
Giving our consumers the best selection, availability and value in healthier choices,
as well as the tools to help them make informed decisions about what to order.
12. Sustainable
Consumption
5. Supporting communities to
help vulnerable groups
Establishing the right partnerships in our communities to help to tackle
food insecurity.
8. Decent Work and
Economic Growth
6. Building a diverse and inclusive company
and marketplace
Creating a team of diverse talents where everyone feels at home within Deliveroo,
while supporting diversity, equity and inclusion across our marketplace.
5. Gender Equality 10. Inequalities
More information on our three-sided marketplace can be found in our Business Model section on page 12.
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36 deliveroo plc Annual Report 2021
PILLAR 1
Reaching net zero and
reducing waste
The first step on the path to taking positive environmental
action is having a clear understanding of our current impact.
This will help us set ambitious and achievable goals and
allow us to measure and report progress.
Deliveroo’s own emissions of carbon and other greenhouse
gases are relatively small, calculated across all markets
at 5,684 tCO
2
e (see SECR Report on pages 42 to 43). This
represents the emissions from our offices in each of our
markets and the Editions kitchens we operate. Reducing
these emissions is in our direct control.
As with most companies, we know that it is likely that our
indirect emissions (Scope 3 emissions) will be significantly
larger than our direct emissions. Using data from 2021, initial
estimates suggest that our indirect emissions will likely
account for over 99% of our combined direct and indirect
emissions. Since they are indirect emissions, we will rely on
our ability to motivate and influence partners to reduce
them, since they are outside of our direct control.
BUILDING A SUSTAINABLE FUTURE
“ The sustainable packaging we buy
from Deliveroo’s dedicated store
is fantastic! It’s really reassuring
to know that people ordering our
food in London can just put the
packaging in their recycling bins
when they’ve finished.”
Taqueria Restaurant
We estimate that our emissions will continue to increase in
the short term before peaking, and then reducing over the
longer term. This is because of two factors: (i) a lag between
introducing measures to reduce our emissions and the point
at which positive impact can be seen; and (ii) continued strong
growth in orders , resulting in higher aggregate emissions even
if emissions reduce on a unit basis. Due to this, we will explore
whether we can effectively measure the emissions intensity per
order, so that we can identify how we are performing in reducing
emissions on a unit basis even as total volumes increase.
During 2022 and beyond we will:
• Complete our Scope 3 emissions analysis so that we can
set ambitious and achievable emissions reductions goals.
This includes targets to reduce the emissions from our
buildings, including our Editions kitchens, as well as the
emissions from our marketplace and associated supply
chain. We will work with expert partners to undertake the
necessary analysis and to develop a road map to achieve
net zero in our physical estate.
• Incentivise more sustainable packaging by investing up
to £2.5 million from our Community Fund to subsidise the
procurement of almost 17 million units of sustainable
packaging. This will start with targeted support of 50%
off the cost of sustainable packaging on the Deliveroo
packaging store for smaller partners in our European
markets (including UKI). Alongside this incentive, we will
work to develop the best targets to reduce plastic waste
generated via our platform.
• Use learnings from current electric vehicle incentives
to support further take up of zero emissions vehicles. This
will include identifying a target date for reaching net zero
in the rider fleet.
• Pilot food waste reduction schemes with key partners,
and use this insight alongside our scope 3 emission analysis
to identify appropriate food waste reduction targets.
To refine these initial estimates we will work with external
experts over 2022 to undertake dedicated primary
research and modelling to develop a more sophisticated
understanding of our indirect emissions. This analysis
will focus particularly on the embedded emissions in the
packaging used by our partners, as well as the embedded
emissions from food production. This will help us work out
what our target should be for reaching net zero.
While quantifying our impact is the first step, identifying the
levers we can pull to make positive changes is the second.
We will start by focusing on the action we can take to reduce
our own direct emissions, before working with riders and
restaurants on delivery emissions and reducing plastic
packaging, and then seeking to support the wider supply
chain towards more sustainable practices.
Actual Scope 1 and 2 emissions
Estimated order of magnitude
for Delivery and packaging
Estimated order of magnitude
for the food supply chain
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37Annual Report 2021 deliveroo plc
SUSTAINABILITY REVIEW CONTINUED
PILLAR 2
Helping partners to grow and
be more sustainable
Deliveroo works with more than 148,000 restaurants and
11,000 grocery partners worldwide. We help our partners
grow their businesses by enabling them to reach more
consumers via delivery and maximise the opportunities
posed by the shift online within the food industry. By
partnering with us, businesses get access to technology
and logistics operations; multiple channels to make online
food sales; data insights to guide their business; and
new services to help them maximise the transition of
consumers to online.
Independent analysis shows that in 2021, Deliveroo
supported jobs within restuarants numbering approximately
52,000 in the UK restaurant sector; and approximately
117,000 jobs across all markets. Including jobs supported in
restaurants’ supply chains, this figure increases to a total of
70,000 jobs supported in the UK and 152,000 jobs across all
markets – excluding the work provided to more than 180,000
riders who worked with Deliveroo in Q4 2021.
As we develop our own approach to sustainability, we
recognise that we will also have a role to play in supporting
our marketplace – particularly our restaurant and grocery
partners – to become more sustainable too. As we evolve
our strategy over the coming years, scaling up the support
we give partners to act more sustainably will be a priority.
During 2022 and beyond we will continue to focus
on expanding the opportunities for our partners,
including plans to:
• Expand our ‘Editions’ delivery-only kitchens owned and
operated by Deliveroo.
• Further the rollout of ‘Deliveroo Hop’, which operates
from delivery-only grocery stores and offers consumers
grocery delivery in as little as 10 minutes.
• Share data-driven insights with partners to help them to
improve their operational performance.
• Pilot giving partners subsidised access to online
courses to help them run and manage their businesses,
recognising that many restaurateurs are great chefs,
but may have less experience running a business.
• Help partners be more sustainable by piloting food waste
reduction schemes and by incentivising the use of more
sustainable packaging (as detailed in Pillar 1).
BUILDING A SUSTAINABLE FUTURE
“ We’re really grateful for our
relationship with Deliveroo.
During the pandemic – whilst our
restaurants were closed – we
were able to continue serving our
guests, continue supporting our
charity partners, and also reach
new customers across the UK. Our
cafes are now thankfully back
open, but we’re delighted to still
see our food Dishoom-ing its way
to homes everyday through our
fantastic partnership.”
Kavi Thakrar, Co-Founder of Dishoom
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38 deliveroo plc Annual Report 2021
During 2022 and beyond we will enhance the
proposition for riders who choose to work with
us, including by:
• Providing opportunity through skills by improving the
training support we offer so that riders can gain new
skills while working with Deliveroo. We plan to provide
up to £2.5 million to support riders across our markets
with vocational training opportunities and support in
building careers in a wider range of industries. Starting
in the UK, we will also work with external partners to help
riders build their CVs so they can better demonstrate
the skills and qualifications they have picked up in their
careers to date.
• Making Deliveroo more inclusive for riders regardless of
sex, gender, race or background. During 2022 we will focus
on understanding the reasons for underrepresentation
of female riders and formulate plans to address this. We
also plan to expand the range of languages we use to
communicate with riders and make it easier for riders to
tell us their preferred name and/or gender pronouns to
improve communication between riders and partners and
riders and Deliveroo.
• Strengthening the rider voice. We have taken steps in
some markets to strengthen rider representation through
the creation of rider forums, which are bodies of rider
representatives elected by other riders. We will establish
such forums in more of our markets in 2022 and find new
ways to engage with those who choose to work with us.
• Campaigning for change. We will continue to champion
the on-demand, self-employed model that riders want,
campaigning for governments to enact legislation to
enable platforms such as ours to provide benefits directly
to self-employed riders free from risk.
BUILDING A SUSTAINABLE FUTURE
“ I have a disabled daughter and
wife, I’m a carer for both of them.
Deliveroo is totally flexible, fits in
great with being a carer at home.
There’s no shis, you go online
when you want, you go oine
when you want. ”
Darren Buckland, Deliveroo Rider
PILLAR 3
Riding and thriving
Deliveroo works with over 180,000 riders globally. 85% of
riders are either satisfied or very satisfied working with
Deliveroo* and independent studies show that riders choose
Deliveroo in preference to other work, prize flexibility and
overwhelmingly favour their self-employed status.
How Deliveroo works with riders
• Riders tell us that flexibility – the ability to log in whenever
they want and accept or reject any order they want
without consequence – is the main reason they work with
Deliveroo.
• We make sure that flexibility goes hand in hand with
attractive earning opportunities.
• Deliveroo was among the first platforms to offer all riders
globally automatic free accident, injury and third-party
liability insurance to protect them while out on the road.
We have since gone further in many markets by extending
our insurance to cover periods of illness and to pay out on
the birth of a child so riders can spend time at home with
their family. We are aiming to roll this out globally, wherever
possible depending on the level of legal risk.
• We have set up the Rider Academy to support riders’
learning aspirations. We also have partnered with Open
Classrooms, offering 700 free online learning courses
to riders and their families. 1,135 online courses were
completed in 2021, while 32 riders from the 2020/21 intake
completed their Associate’s degree level qualification
funded by Deliveroo.
* Figure based on Q4 2021 monthly results. During the reported period,
40,000 riders completed the survey globally, representing 22% of the
riders who worked across the quarter.
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39Annual Report 2021 deliveroo plc
SUSTAINABILITY REVIEW CONTINUED
PILLAR 5
Supporting communities to
help vulnerable groups
At Deliveroo, we want to use our network for good and
play our part in supporting the communities in which
we work. We don’t just want to be visible on our streets –
we want to support them and play an active part within
neighbourhoods across the UK.
During 2022 and beyond we will support the
communities in which we operate and vulnerable
groups by:
• Rolling out our ‘Full Life’ campaign globally, working with
local charity partners and our marketplace to reduce
food waste and deliver food for those in need.
BUILDING A SUSTAINABLE FUTURE
Full Life Campaign: One Million Meals
Our Full Life campaign aims to use our unique network of
consumers, riders and restaurant and grocery partners
for good and support the local communities in which
we operate. We know that tackling food insecurity is a
priority for our consumers, which is why we launched the
campaign with a new initiative to deliver one million meals
to families in need. We partnered with our major partners
Waitrose, Co-op and Pret A Manger to deliver free food to
our charity partners, The Felix Project and FareShare.
Thanks to the support of our amazing partners, we have
now delivered more than one million meals to families
in need. This is an important milestone but it’s just the
beginning and we will continue to expand our reach and
support across the UK in the months ahead.
PILLAR 4
Enabling healthier eating
Deliveroo aims to capture as many of the 21 weekly meal
occasions as possible, and increased healthy options on
the platform helps us achieve this objective.
Our outlook on health is simple – the way to help consumers
eat more healthily is by providing them with more
information and a greater selection of healthier choices on
our platform, as well as improved navigation to help them
find them. Together, this should make healthier eating easier,
by equipping our consumers with the right detail to make
more informed choices.
We know that this is a complex areas as what makes
something healthy or unhealthy can often depend on what
else is eaten across the week. So as well as giving more
information about specific dishes, we will also explore how
we can give consumers more information about what makes
for a healthy and sustainable diet.
During 2022 and beyond we will focus on
healthier eating by:
• Improving selection. We want to offer the broadest range
of healthier food for all tastes, budgets and occasions.
Over this year we will work on the best way of targeting
our teams to deliver a minimum percentage of healthier
meals in any given area, ensuring there is sufficient choice
wherever we operate. To help us define what constitutes a
healthier meal, we will look to find a credible third party to
partner with.
• Improving navigation and information. To make it simpler,
easier and quicker for consumers to find healthier food,
we plan to enhance the in-app experience – starting in
the UK – with functionality enabling partners to add more
item-level nutritional information so people can select
the meals that meet their needs. Over the long term this
will include improving the identification of healthier, vegan
and plant-based options, nutritional information, allergens,
and hygiene ratings where applicable to the local market.
• Raising awareness. We want to put a spotlight on the
healthier options on our platform, so we are working with
partners such as Bite Back 2030 in the UK, to explore ways
we can make it as easy as possible to be more healthy.
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40 deliveroo plc Annual Report 2021
PILLAR 6
Building a diverse and
inclusive marketplace
We want Deliveroo to be a place where everyone feels able
to contribute, collaborate and be true to themselves while
at work. But diversity, equity and inclusion doesn’t just
stop at the office door – for us it also means championing
diversity, equity and inclusion among our consumers, riders
and restaurant and grocery partners, where we know there
is more for us to do.
Celebrating difference at Deliveroo –
what we already do
Recruitment
• We follow recruitment and selection best practices that
are fair and appropriate to fulfil our commitment to equal
opportunity. We take steps to remove as much potential
bias from our hiring processes as possible.
• We ensure our hiring processes are inclusive and
support our diversity goals. This includes allocating
dedicated time and resources to source candidates from
underrepresented groups to ensure our candidate pools
are diverse.
Employee-led resource groups
• We have four employee-led resource groups centred
around key inclusion initiatives and communities: Gender
Equality, Wellbeing and LGBTQ+ and Racial Equity. These
groups have executive sponsorship and budget to raise
awareness, support their respective communities and
partner with leadership and the People team on business
initiatives. More information can be found on this in the
People section on page 68.
Addressing algorithmic bias
• Our Data Science team initiated a review framework to
help us detect and mitigate conscious or unconscious
bias that could be built into our algorithms. This aims to
regularly assess and monitor our algorithms to integrate
the identification of potential bias as part of the roll out/
iteration process of any changes.
Platform accessibility
• Our Design team has created our new Accessible Colour
Palette, which will be rolled out in 2022 to help our
customers with colour blindness navigate our product
with greater ease.
During 2022 and beyond we will:
• Focus on balanced gender representation, aiming to
increase female representation in our most senior
business roles from 32% to a more balanced ratio by the
end of 2025. More information on the gender pay gap is
set out in the People section on page 69.
• Launch a voluntary self-identification campaign in all
markets to encourage employees to self-identify so that
we can get a better picture of the Deliveroo workforce,
get a better picture of their individual needs and measure
their experience more accurately.
• Increase the number of employee-led resource groups to
provide safety and support for other underrepresented
communities at Deliveroo including neurodiverse, parents/
caregivers and employees with disabilities. Current groups
cover Gender Equality, LGBTQ+ Inclusion; Racial Equity
and Wellbeing.
• Celebrating difference in our marketplace, using our
engagement with female riders to improve our rider
proposition for female riders, and increase female
rider participation; offer clear and empathetic support
to all sides of the marketplace when dealing with
harassment, including where that is directed deliberately
at underrepresented groups; and set out a roadmap for
inclusive product design focusing on accessibility making
changes that enable us to give information to riders in
more languages, and to allow any rider who wishes to
change gender to choose how they want to be addressed
when riding with us.
NEXT STEPS
Implementing our strategy
We are at the beginning of our journey to build a
comprehensive sustainability strategy but plan to focus
on our key pillars and the actions we have highlighted,
with quarterly updates to the Board on our progress.
As we continue to evolve our strategy during the
coming year, we plan to establish clear commitments
in these areas including how these will link to executive
remuneration. As set out in more detail in the Directors’
Remuneration Report, as a first step for FY2022 we are
introducing an ESG measure in the annual bonus which
will have a 10% weighting. It is also our intention that
in FY2023 we will include an ESG performance measure
that spans over a multi-year performance period.
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41Annual Report 2021 deliveroo plc
SUSTAINABILITY REVIEW CONTINUED
UK Streamlined Energy and Carbon Reporting (SECR)
In line with UK government Streamlined Energy and
Carbon Reporting (SECR) legislation, we have calculated
total operational energy and associated GHG emissions
across Deliveroo Plc global portfolio for the year ended
31 December 2021.
Scope 1: Direct emissions from owned or controlled
sources, e.g. natural gas for heating
Scope 2: Indirect emissions from the generation of
purchased energy, e.g. electricity
Scope 3: All other indirect emissions that occur in the value
chain, e.g. business mileage
Our reporting scope includes energy associated with
activities undertaken by the Group only. Energy and
associated emissions reported include electricity
and natural gas utilised at operational sites. No other
emission sources were identified as applicable for the
Group’s operations.
As set out above, reducing our own direct emissions while
supporting partners and consumers to reduce their own
emissions is a key priority for us. This is the first year we have
measured beyond our UK operations and so do not have
a global year-on-year comparison. 68% of our total energy
consumption (from scope 1 and 2 sources) is UK based with
only 32% being non-UK based. We consume more energy in
the UK than other markets because, as a UK headquartered
company, we have more staff and therefore larger offices in
the UK, as well as having a large share of Editions kitchens.
In 2021, Deliveroo Plc total global Scope 1 and 2 emissions
was calculated at 5,684 tCO
2
e (2020: 733 tCO
2
e). Data
collected by the Group was analysed by our external
consultants CBRE Global Workplace Solutions, based on
56% verifiable data and 44% estimated data. Data was
collected from statements and invoices provided by
utilities companies and landlords, for some locations meter
readings are taken and verified by external providers.
Amounts have had to be estimated for locations where a
service charge is paid rather than metered invoices, where
co-working spaces are used, or where it was not possible
to collect metered data. Estimated data was based on
CIBSE Guide F (2012) benchmarks against the total occupied
floorspace for each site or estimated using pro rata data
collection methods. The Group will continue to engage with
suppliers and landlords to obtain increased data for its
2022 reporting.
The table on page 43 sets out data for the year end
31 December 2021 in line with the UK Streamlined Energy
and Carbon Reporting (SECR) framework, including our total
Global and UK operational energy and carbon emissions
required under the Companies (Directors’ Report) and
Limited Liability Partnerships (Energy and Carbon Report)
Regulations 2018.
Responsible business conduct
We are committed to conducting business in accordance
with our values and to act with integrity.
Anti-bribery and corruption
We are committed to countering all forms of bribery
and corruption and work hard to prevent and mitigate
corruption risk. Our Anti-Bribery and Corruption Policy sets
out our zero-tolerance approach and the conduct we
expect of all employees.
As a rapidly growing company we closely monitor our
evolving risk profile and in FY2021 we conducted a
detailed anti-bribery and corruption risk assessment.
The assessment was used to identify risk and implement
additional controls, as well as ensure our anti-bribery and
corruption compliance programme is maintained on a
risk-targeted basis. We have procedures in place to address
risks associated with working with third parties and in
FY2021 we launched an updated Business Partner Code of
Conduct. The Code is embedded within the procurement
process, so suppliers are required to acknowledge and
factor in its requirements before engaging with us. We have
protocols in place where needed to conduct pre- and post-
acquisition due diligence on target companies to ensure
bribery and other compliance risks are timely identified
and addressed. In addition, we have a whistleblowing
process that provides for the reporting and investigation
of suspected wrongdoing or misconduct (as summarised in
the Audit and Risk Committee Report on page 86).
Modern slavery and human rights
We believe everyone has a right to safe and fair working
conditions, and to be treated fairly and with respect. We
recognise we have a responsibility to respect human rights,
which is embedded within our policies and initiatives, some
of which are described in our People section on page 66.
We are committed to the prevention of abuse, and work
proactively to exclude instances of forced labour, human
trafficking and child labour from occurring within our
business and our supply chain. We have taken steps to
address this complex issue, reflected by the processes
embedded across our operations, including our policies,
training and due diligence procedures. More information can
be found in our Modern Slavery Statement (available on our
website) which summarises the risks associated with our
business and supply chain as well as the activities we have
undertaken to identify and address potential impacts.
Task Force on Climate-Related Financial Disclosures (TCFD)
We are supportive of the FCA extending the application
of the TCFD climate-related disclosure requirements
for standard listed entities in 2022 on governance, risk
management, strategy, metrics and targets and scenario
analysis. For the 2021 financial year we have considered a
number of frameworks including the TCFD recommendations
and we will report against the framework in our FY2022
Annual Report as required by the Listing Rules.
Strategic report Governance report Financial report
42 deliveroo plc Annual Report 2021
Streamlined Energy and Carbon Reporting (SECR)
As at December 2021 As at December 2020*
GHG Protocol Global UK and offshore area Global UK and offshore area
Scope 1 – tCO
2
e emissions 2,193 1,690 — 546
Scope 2 – tCO
2
e emissions 3,491 1,165 — 187
TOTAL 5,684 2,855 733
Scope 1 – natural gas 11,967MWh/2,193tCO
2
e 9,218MWh/1,690tCO
2
e — 2,971MWh/ 546 tCO
2
e
Scope 2 – electricity (location) 9,775MWh/3,491tCO
2
e 5,477MWh/1,167tCO
2
e — 802 MWh/ 187 tCO
2
e
Scope 2 – electricity (market) 9,775MWh/3,490tCO
2
e 5,477MWh/1,167tCO
2
e — —
Scope 1 – MWh consumption 11,967MWh 9,218MWh — 2,971MWh
Scope 2 – MWh consumption 9,775MWh 5,477MWh — 802MWh
TOTAL 21,742MWh 14,695MWh 3,773MWh
Intensity ratio – tCO
2
e/100,000 orders 1.87 2.03 — 0.41
Intensity ratio – tCO
2
e/£m revenue 3.05 3.05 — 0.62
* The report format shown above allows for partial comparison with previous reporting. The report for our previous year of SECR reporting (FY2020) used the
format required for private, unquoted companies and as published in the Roofoods Ltd Annual Report and Accounts. As we are now a publicly listed company,
we have used a different format for this year of SECR reporting which includes reporting on global emissions and energy use.
Methodology
• Our emissions have been calculated in line with the GHG
Protocol Corporate Accounting and Reporting Standard
(revised edition) and emission factors have been taken
from the combination of the UK Department of Business,
Energy and Industrial Strategy (greenhouse gas reporting:
conversion factors for 2021) and the International Energy
Agency (IEA) for the 2020 year.
• The boundaries of our GHG inventory were defined using the
operational control approach – which covered all emissions
for which we were responsible for during the period.
• Reporting scope includes energy associated with
activities undertaken by global entities directly owned
by Deliveroo Plc only.
• Energy and associated emissions reported include
electricity and natural gas utilised at operational sites.
No other emissions sources were identified as applicable.
• Where data was collected pro rata calculation methods
were used. Where these were cost only, average country
electricity cost/kWh to back calculate kWh was used.
• 44% of our data set is based on estimated data. Estimates
are calculated from previous consumption and published
CIBSE Guide F (2012) benchmarks as detailed in this report.
• Scope 2 emissions have been calculated using both a
location-based and a market-based methodology – using
2021 Conversion factors by Department for Environment,
Food and Rural Affairs (DEFRA) for the UK and IEA for Rest
of the World factors. Deliveroo Plc have not calculated
any Scope 3 emissions for the purposes of this report.
• The primary metrics that Deliveroo Plc uses for
normalisation of inter-office and annual comparison
are revenue (£m) and number of orders. These have
been applied for the emissions comparison above.
Normalising our emissions allows for more effective
year-on-year comparison. We have chosen to report
against two metrics: Total number of orders as well as
£million revenue. Intensity metrics have been chosen
that reflect the growing nature of the group’s activities,
allow comparison within the food delivery industry, and
with other industries. Revenue is considered the simplest
metric to allow comparison across industries, and orders
as the best way to consider energy usage in relation to
growing activity.
Energy efficiency measures
Over the year we reviewed a number of recommendations
made in the 2020 Roofoods Ltd Annual Report and Accounts
to improve energy efficiency.
Due to prioritising challenges managing the COVID-19
pandemic over 2021 we decided to roll up implementation
of these measures with our new sustainability strategy
as set out earlier in this Sustainability Review. One of our
priorities is to reduce our direct emissions, while supporting
our restaurant and grocery partners and consumers to
reduce theirs. In addition to the other steps outlined in this
Sustainability Review, we will also:
• consider what building upgrades are appropriate as
part of the decarbonisation road map referenced on
page 37. This will include identifying the right targets and
measures to use;
• update our guidelines on energy procurement for
our buildings; and
• identify and implement other energy saving measures
for our offices, Editions kitchens, and Deliveroo Hop sites.
Strategic report Governance report Financial report
43Annual Report 2021 deliveroo plc
OPERATING AND STRATEGIC REVIEW
1
1. Key developments in 2021
Growth
Deliveroo made strong progress in 2021. Full year gross
transaction value (GTV)* was up 70% year-on-year in constant
currency*. This is at the top end of revised guidance for 60-
70% growth provided in October 2021 (upgraded from prior
guidance of 50-60% growth provided in July 2021 and 30-40%
growth provided in March 2021). Performance in the UK was
particularly encouraging, with continued growth in market
share in a competitive environment. This demonstrates the
differentiation of Deliveroo’s consumer value proposition
and focus on execution. Deliveroo expanded UK population
coverage to 77% at the end of 2021 compared to 53% at the
end of 2020, planting the seeds for future growth.
On-demand grocery
In the last three years, Deliveroo has built a leading
position in the on-demand grocery segment, and in
H2 2021 grocery reached 8% of total GTV*. Deliveroo had
over 11,000 grocery partner sites live globally at the end
of the year. In September 2021, Deliveroo announced the
launch of a new rapid grocery delivery service. ‘Deliveroo
Hop’ will operate from delivery-only grocery stores,
enabling deliveries in as little as 10 minutes and greater
inventory accuracy. This model is still in the early stages of
development, and is currently being operated with several
different grocery partners in the UK and Italy.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
1 In this section, all growth rates are year-on-year and in reported currency unless otherwise stated, and all 2020 and 2021 figures exclude results from Spain,
where operations ended in November 2021 and are treated as discontinued operations. The following commentary includes discussion of statutory measures
such as revenue and operating loss, as well as alternative performance measures (APMs) such as gross transaction value (GTV)*, gross profit margin (as %
of GTV)* and adjusted EBITDA*, as the business also uses these metrics to monitor and assess performance. More detailed discussion of statutory results is
contained in the Financial Review beginning on page 54.
Plus
Since 2017, Deliveroo’s Plus subscription programme has
unlocked access to unlimited free delivery for a fixed
monthly fee. In 2021, the programme was broadened
significantly. In Q1 2021, a new ‘Silver’ tier of the programme
designed for families was launched. Strong initial take-up
has been further boosted since September, when Deliveroo
launched a new offering with Amazon Prime, allowing all
UK and Ireland Amazon Prime members to sign up for
free Deliveroo Plus membership for a year, with unlimited
free delivery on orders over £25/€25. Traction from the
programme has been impressive, with the number of
new Plus subscribers exceeding management’s initial
expectations; by December 2021, the number of Deliveroo
Plus subscribers in UKI had approximately tripled compared
to August 2021. Growth in subscribers was driven by
conversion of existing Deliveroo consumers to Plus as well
as bringing new consumers to Deliveroo for the first time.
Editions
Deliveroo continues to scale other category innovations
that drive long-term differentiation of the consumer
value proposition. Editions is Deliveroo’s delivery-only
kitchens concept that allows restaurant partners to
bring their brands to new locations and gives consumers
access to a wider range of the best, exclusive restaurant
content. The rollout of Editions accelerated during the
course of 2021, with over 100 kitchens added in the year
of which approximately half opened in Q4 2021, bringing
brands like Dishoom, Five Guys, Shake Shack and Pho to
new neighbourhoods.
DELIVER
CONTINUING TO
Strategic report Governance report Financial report
44 deliveroo plc Annual Report 2021
Spain
In 2021, the Company made the difficult decision to end its
operations in Spain. Deliveroo determined that achieving
and sustaining a top-tier market position in Spain would
require a disproportionate level of investment with highly
uncertain long-term potential returns, which could impact
the economic viability of the market for the Company. As
such, the decision to end operations in Spain reflected
the intention to focus investment and resources on the
Company’s other markets.
Riders
Deliveroo has provided riders with free and automatic
accident and injury cover and third-party liability insurance
since 2018. During Q3 2021, Deliveroo extended this free
insurance to provide riders with enhanced protection in
several markets. The new insurance coverage includes
earnings support for riders working regularly with the
Company who are unwell and unable to work for more than
7 days (backdated to day 1). In addition, insurance now
entitles qualifying riders to a one-off lump sum payment
following the birth or adoption of a child. Deliveroo is
currently exploring extending these enhanced entitlements
to additional markets. In 2021, rider attraction and retention
rates remained robust despite rising job vacancies across
economies as lockdown restrictions were lifted, providing
further evidence that riders value the flexible self-employed
work that Deliveroo offers.
Team
To support the continued growth in the business, Deliveroo
welcomed many new colleagues this year. Amongst the
new starters were two additions to the executive team.
Eric French joined in January 2021 as Chief Marketplace
Officer. Prior to joining, Eric worked at Amazon for 15
years holding a variety of leadership positions, most
recently as Vice President for US Consumables where he
had responsibility for the household, beauty, baby, and
grocery categories. In September 2021 he was followed
by Devesh Mishra, Chief Product and Technology Officer.
Devesh also joined from Amazon, where most recently he
was Vice President, Global Supply Chain. In this role Devesh
oversaw a team of thousands made up of engineers, data
scientists and product managers, building and operating
a supply chain spanning 185 markets and using data
analytics, predictive technology and machine learning to
scale Amazon’s retail and marketplace business. Both Eric
and Devesh have made a real impact already, and they
and the whole team are excited about executing on the
opportunities ahead.
SUMMARY OF DELIVEROO MONETISATION MODEL
Strategic report Governance report Financial report
45Annual Report 2021 deliveroo plc
OPERATING AND STRATEGIC REVIEW CONTINUED
2. Group operating performance
£ million Change
unless stated 2021 2020 reported
Orders (m) 300.6 173.7 73%
GTV per order* (£) 22.1 22.9 (4)%
Gross transaction value* 6,631.0 3,978.8 67%
Revenue 1,824.4 1,163.0 57%
Revenue take rate (as % of GTV)* 27.5% 29.2% (170) bps
Gross profit* 497.3 347.7 43%
Gross profit margin (as % of GTV)* 7.5% 8.7% (120) bps
Marketing and overheads* (628.7) (358.5) 75%
Marketing and overheads (as % of GTV)* (9.5)% (9.0)% (50) bps
Adjusted EBITDA* (131.4) (10.8) n.m.**
Adjusted EBITDA margin (as % of GTV)* (2.0)% (0.3)% (170) bps
Operating loss (304.3) (208.8) 46%
** n.m. - not meaningful
Change in constant currency* was 70% for GTV* and (2)% for GTV per order*.
Gross transaction value (GTV)* was £6,631.0 million, an increase of 67%, or 70% in constant currency*. The primary driver of
GTV* growth in the year was an increase in the number of monthly active consumers (MACs). MACs averaged 7.5 million during
the year, an increase of 64% compared to 2020, and in Q4 2021 the average number of MACs reached 8.0 million. Average
order frequency increased slightly from 3.2 times per month in 2020 to 3.3 times per month in 2021, as increased frequency
among maturing older cohorts offset the addition of new consumer cohorts, which typically start with a lower frequency.
As a result of the increase in MACs and average order frequency, orders increased by 73% to 300.6 million in 2021. GTV per
order* fell to £22.1, down by 80p versus 2020 as basket sizes normalised following the lifting of COVID-19 restrictions in the
majority of markets during the course of the year. This effect occurred predominantly during Q2 and Q3 2021; in Q4 2021 GTV
per order* stabilised, increasing by 1% in constant currency* compared to Q3.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined
under IFRS. APMs are indicated in this document with an asterisk (*); definitions and further details are provided on page 191.
22.1
21
22.9
20
GTV PER ORDER*
£, GLOBAL
(2)%
23.9
Q2
20
21.6
Q1
20
23.0
Q4
20
22.8
Q3
20
= YoY change in constant currency*
23.2
Q1
21
8%
22.3
Q2
21
(4)%
21.4
Q3
21
(4)%
21.4
Q4
21
(5)%
Strategic report Governance report Financial report
46 deliveroo plc Annual Report 2021
Deliveroo generates revenue primarily from restaurant and
grocer commissions and from consumer fees, with limited
additional revenue from advertising and other sources at
this stage. In 2021, revenue was £1,824.4 million, an increase
of 57%. This was below the growth rate in GTV*, reflecting
a reduction in the revenue take rate* (i.e. revenue as % of
GTV*) to 27.5% in 2021 from 29.2% in 2020. This reduction was
the result of (i) a lower blended commission rate (primarily
due to mix shifts, such as an increase in the proportion
within GTV* of grocery, where commission rates are typically
lower), and (ii) lower consumer fees as a percentage of GTV*
(primarily due to growth in Plus, where consumer fees can
be lower on a per order basis, offset on an aggregate basis
by increased order frequency).
Gross profit* is calculated as revenue less costs of sales,
which primarily comprises delivery costs and credit card
fees. Gross profit* for the year was £497.3 million, an
increase of 43% compared to 2020. The gross profit margin
(as % of GTV)* was 7.5% in 2021 compared to 8.7% in 2020.
Within 2021, gross profit margin (as % of GTV)* reduced from
7.8% in H1 2021 to 7.2% in H2 2021. The year-on-year and
sequential movements in 2021 were driven by the reversal
of benefits from higher basket sizes during COVID-related
lockdowns, as well as investments to support future growth.
These include investments to drive consumer acquisition
(such as the New User Experience programme) and
retention (via the Plus subscription offering), and to create
differentiated content for consumers through Deliveroo’s
restaurant and grocery selection.
Investment in marketing and overheads* increased
substantially in 2021 compared to the prior year. During
most of 2020, Deliveroo took a very conservative approach
to deploying capital, given capital constraints as a result
of the CMA antitrust investigation, and the fact that long-
term consumer behaviour was uncertain during the initial
lockdowns in early 2020. Starting in Q4 2020, Deliveroo was
much better positioned to increase investment, with a
strong capital position following the conclusion of the CMA
investigation in Q3 2020, the completion of the Series G and
the Series H fundraising rounds, and the IPO in April 2021.
Deliveroo also now has strong conviction that the pandemic
has accelerated the secular shift in consumer behaviour,
moving demand in food online.
Marketing and overheads* were £628.7 million in 2021
compared to £358.5 million in the prior year. Increased
marketing costs year-on-year included additional spend
in growth marketing (to support directly the acquisition of
new consumers and retention of existing consumers) and
brand marketing (to drive consumer brand awareness).
Increased investment in overheads was particularly focused
on technology, which will continue to be the case in 2022.
Technology investment is directed towards building assets
that: (1) drive direct financial benefits, through revenue
generation (e.g. advertising platforms) or cost reduction
(e.g. self-serve capabilities for consumers, partners and
riders); (2) provide the enabling technology for particular
businesses (e.g. for Deliveroo Hop delivery-only stores);
and (3) provide supporting infrastructure for scaling the
business efficiently (e.g. platform stability, forecasting
models for consumer demand and rider supply).
Adjusted EBITDA* was £(131.4) million in the year, compared to
£(10.8) million in 2020, as higher aggregate gross profit* was
more than offset by a step-up in investments in marketing
and overheads* to support future growth. The investments
were weighted to the second half of the year, with marketing
and overheads* of £286.2 million in H1 2021 increasing to
£342.5 million in H2 2021.
Adjusted EBITDA margin* was (2.0)% in 2021, compared to
(0.3)% in 2020. Within 2021, adjusted EBITDA margin* was
(0.8)% in H1 2021 and (3.2)% in H2 2021. Both the year-on-
year and sequential movements in 2021 were attributable
to the reduction in gross profit margin (as % of GTV)* and
increased rate of investment to support future growth that
are described above.
Operating loss in the period was £(304.3) million, compared
to £(208.8) million in 2020. Included in operating loss in
2021 were: depreciation and amortisation of £43.0 million
(£34.4 million in 2020); share-based payments charge and
accrued national insurance on share options of £87.6 million
(£73.2 million in 2020); legal and regulatory settlements
and provisions of £7.5 million (£70.9 million in 2020); and
exceptional costs* of £35.4 million (£22.5 million in 2020).
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined
under IFRS. APMs are indicated in this document with an asterisk (*); definitions and further details are provided on page 191.
Strategic report Governance report Financial report
47Annual Report 2021 deliveroo plc
OPERATING AND STRATEGIC REVIEW CONTINUED
3. Segment performance
Deliveroo manages its business on a geographic basis, rather than on a product or market segmentation basis. The Company
operates in two segments: the UK and Ireland (UKI) segment and the International segment, comprising the remainder of the
Company’s markets.
UK and Ireland
In 2021, the UKI segment represented 54% of total GTV*. Deliveroo operates in close to 250 towns and cities across the UK
and Ireland.
£ million Change
unless stated 2021 2020 reported
Orders (m) 147.7 85.9 72%
GTV per order* (£) 24.2 24.4 (1)%
Gross transaction value* 3,570.0 2,091.3 71%
Revenue 980.7 599.0 64%
Revenue take rate (as % of GTV)* 27.5% 28.6% (110) bps
Gross profit* 330.3 217.2 52%
Gross profit margin (as % of GTV)* 9.3% 10.4% (110) bps
Marketing and overheads* (239.2) (136.7) 75%
Marketing and overheads* (as % of GTV)* (6.7)% (6.5)% (20) bps
Segment adjusted EBITDA* 91.1 80.5 13%
Segment adjusted EBITDA margin (as % of GTV)* 2.6% 3.8% (120) bps
Change in constant currency* was 71% for GTV* and (1)% for GTV per order*.
In UKI, GTV* grew to £3,570.0 million in 2021, an increase of 71%. Year-on-year GTV* growth slowed sequentially during the year,
from 142% in Q1 2021 to 36% in Q4 2021, both in constant currency*. This reflects an increasingly tough comparison base
in the prior year, as well as lifting of COVID-related restrictions during the course of 2021. In 2021, orders grew by 72% to
147.7 million, primarily driven by a 64% increase in monthly active consumers, along with a slight increase in average order
frequency. GTV per order* was down 1% in constant currency* to £24.2.
UKI revenue grew 64% to £980.7 million in 2021, primarily due to the increase in GTV*. Gross profit* was £330.3 million in 2021
compared to £217.2 million in 2020, an increase of 52%. Gross profit margin (as % of GTV)* was 9.3% compared to 10.4% in
2020. This decrease was driven by the reversal of benefits from higher basket sizes during COVID-related lockdowns, as well
as accelerated investments in consumer acquisition and retention to support future growth. Adjusted EBITDA* was £91.1
million in 2021, compared to £80.5 million in 2020, as increased aggregate gross profit* was partially offset by continued
investments in growth, including marketing, and headcount additions. Adjusted EBITDA* was £55.3 million in H1 2021 and £35.8
million in H2 2021, with the sequential reduction primarily reflecting the phasing of growth investments and the reversal of
benefits from higher basket sizes during COVID-related lockdowns.
During the period, Deliveroo continued to add differentiated content for consumers. UKI restaurant selection was further
expanded, and in 2021 the Company added c.19,000 new sites, increasing the base of restaurants by 55%. The Company
also continued to roll out its grocery offering: at the end of the period, Deliveroo approaching 6,000 grocery sites live in
the UKI across major partners and smaller independent partners, an increase of more than two-thirds compared to the
end of 2020.
Alongside achieving strong growth in 2021, Deliveroo made excellent progress in delivering its geographic expansion
plan – planting the seeds for future growth. At the beginning of 2021, the Company set out a goal to expand consumer
population coverage to two thirds of the UK population by year-end 2021, up from 53% at year-end 2020. As a result of
strong operational execution, the UK expansion was well ahead of the original target, with 72% coverage of the UK population
achieved at the end of June and 77% at the end of December.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined
under IFRS. APMs are indicated in this document with an asterisk (*); definitions and further details are provided on page 191.
Strategic report Governance report Financial report
48 deliveroo plc Annual Report 2021
International
1
In 2021, the International segment represented 46% of total GTV*. Deliveroo’s International segment comprises nine markets
across Europe, the Middle East and Asia Pacific.
£ million Change
unless stated 2021 2020 reported
Orders (m) 152.9 87.8 74%
GTV per order* (£) 20.0 21.5 (7)%
Gross transaction value* 3,061.0 1,887.5 62%
Revenue 843.7 564.0 50%
Revenue take rate (as % of GTV)* 27.6% 29.9% (230) bps
Gross profit* 167.0 130.5 28%
Gross profit margin (as % of GTV)* 5.5% 6.9% (140) bps
Marketing and overheads* (223.0) (123.6) 80%
Marketing and overheads* (as % of GTV)* (7.3)% (6.5)% (80) bps
Segment adjusted EBITDA* (56.0) 6.9 n.m.**
Segment adjusted EBITDA margin (as % of GTV)* (1.8)% 0.4% (220) bps
** n.m. – not meaningful
Change in constant currency* was 69% for GTV* and (3)% for GTV per order*.
In International, GTV* grew to £3,061.0 million in 2021, an increase of 69% in constant currency*. Year-on-year GTV* growth
slowed sequentially during the year, from 125% in Q1 2021 to 36% in Q4 2021, both in constant currency.* This reflects an
increasingly tough comparison base in the prior year, as well as lifting of COVID-related restrictions during the course of
2021 in European markets. In 2021, orders grew by 74% to 152.9 million, primarily driven by a 64% increase in monthly active
consumers, along with a slight increase in average order frequency. GTV per order* was down 3% in constant currency* to
£20.0 for the year.
Revenue for International grew 50% to £843.7 million in 2021, primarily due to the increase in GTV*. Gross profit* was
£167.0 million in 2021 compared to £130.5 million in 2020, an increase of 28%. Gross profit margin (as % of GTV)* was 5.5%
compared to 6.9% in 2020. This decrease was driven by the reversal of benefits from higher basket sizes during COVID-
related lockdowns, as well as accelerated investments in consumer acquisition and retention to support future growth.
Adjusted EBITDA* was £(56.0) million in 2021, compared to £6.9 million in 2020, as increased aggregate gross profit* was
offset by continued investments in growth. Adjusted EBITDA* was £(10.3) million in H1 2021 and £(45.7) million in H2 2021, with
the sequential movement primarily reflecting the phasing of growth investments and the reversal of benefits from higher
basket sizes during COVID-related lockdowns.
Across the International segment, growth in 2021 was supported by strengthened relationships with restaurant partners,
especially in France, Hong Kong and UAE. During the period, the Company also expanded its grocery offering, continuing the
rollout with key partners such as Carrefour in France, Italy, and Belgium and Casino in France, and signing Park N Shop in Hong
Kong and Picard in France. At the end of the year, Deliveroo had approaching 6,000 grocery sites live with major partners and
smaller independent grocery partners across International markets.
In Q3 2021, Deliveroo determined that achieving and sustaining a top-tier market position in Spain would
require a disproportionate level of investment with highly uncertain long-term potential returns, which could impact the
economic viability of the market for the Company. Deliveroo announced on 30 July 2021 that it proposed to consult on
ending its operations in Spain. The consultation concluded in November and Deliveroo decided to proceed with the proposal;
the last day of operations was 29 November 2021. The discontinuation of operations in Spain reflects the intention to focus
investment and resources on the Company’s other markets.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined
under IFRS. APMs are indicated in this document with an asterisk (*); definitions and further details are provided on page 191.
1 On 29 November 2021, Deliveroo ceased operations in Spain. Spain has been classified as a Discontinued Operation in
accordance with IFRS 5 and as such the results from Spain are not included in this section.
Strategic report Governance report Financial report
49Annual Report 2021 deliveroo plc
4. The three sides of the marketplace
Since 2013, Deliveroo has pioneered on-demand food delivery via a hyperlocal three-sided online marketplace, connecting
local consumers, restaurants and grocers, and riders. For consumers, Deliveroo has unlocked broad choice and fast delivery
times, working with restaurants and grocers who overwhelmingly have never offered an online presence and on-demand
deliveries before. For restaurants and grocers, Deliveroo not only provides logistics, but, more importantly, an incremental
demand generation channel, including access to millions of new consumers alongside online tools to grow their business
effectively. For riders, Deliveroo offers highly flexible work which they can rely on for attractive earnings and security. In 2021,
Deliveroo made further progress in developing all three sides of the marketplace.
Consumers
Deliveroo’s consumer base continued to grow through 2021, with an average of 8.0 million monthly active consumers (MACs)
in Q4 2021, up 37% compared to Q4 2020 and up 123% compared to Q4 2019. Average order frequency increased in 2021
compared to 2020, and reached 3.4 per month in Q4 2021.
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Group 2020 2020 2020 2020 2021 2021 2021 2021
UK and Ireland (m) 1.8 2.1 2.5 3.0 3.6 3.9 3.8 4.1
International (m) 1.8 2.1 2.2 2.8 3.5 3.7 3.6 3.9
Average MACs (m) 3.6 4.2 4.6 5.9 7.1 7.6 7.3 8.0
Year-on-year growth in MACs 27% 36% 52% 63% 95% 82% 59% 37%
2021 vs 2019 growth in MACs — — — — 148% 148% 141% 123%
Monthly frequency 3.0 3.2 3.2 3.2 3.3 3.4 3.3 3.4
Deliveroo tracks consumers on the basis of historical cohorts,
with each cohort representing consumers who placed their
first order on the platform in a given period (for example, the
‘January 2018 cohort’ represents consumers who placed their
first order in January 2018). Historically, consumer cohorts
have consistently increased their average order frequency
over time. Encouragingly, this pattern has continued in
2021, despite lockdown restrictions easing. For example,
consumers in the UKI 2018 cohort had a monthly average
order frequency of 3.1x in Q4 2019, increasing to 3.5x in Q4
2020 and 3.8x in Q4 2021.
Consumer
acquisition
cohort
Monthly Average Order Frequency (of MACs, in UKI)
Q4 2016 Q4 2017 Q4 2018 Q4 2019 Q4 2020 Q4 2021
2015 2.9 3.2 3.9 4.1 5.1 5.4
2016 — 2.6 3.2 3.4 4.0 4.3
2017 — — 3.0 3.2 3.6 3.9
2018 — — — 3.1 3.5 3.8
2019 — — — — 3.4 3.7
2020 — — — — — 3.2
Restaurants and on-demand grocery
Restaurant selection is an important part of Deliveroo’s
consumer value proposition. Growth in restaurant selection
increases availability and choice to consumers on a
neighbourhood by neighbourhood basis. The number of
partner restaurant sites continues to increase, and at
the end of the year Deliveroo worked with over 148,000
restaurant partner sites globally, compared to 102,000 at
the end of 2020.
As well as bringing partners’ existing restaurant sites onto
the platform, Deliveroo has continued to develop Editions,
its delivery-only kitchens concept. Editions provides
additional value to all three sides of the marketplace.
Restaurant partners use Editions to bring their brands to
new neighbourhoods without needing to open a new dine-in
location; they also use Editions even in areas where they
have a restaurant, as delivery-only kitchens allow them to
separate and optimise their dine-in and delivery operations.
Consumers enjoy the increased availability in their area of
most-loved brands – evidenced by the fact that Editions
can account for 10-15% of total orders within the zone
of their delivery radius. And riders benefit from increased
earnings opportunities, including the fact that the efficiency
of the delivery-only kitchens means reduced wait-time at
restaurants, increasing their earnings potential. During 2021,
Deliveroo added more than 100 Editions kitchens to bring
the total to over 300. The increased pace of expansion of
Editions sites in 2021 was reflected in the increase in the
Group’s purchase of property, plant and equipment, which
amounted to £21.4 million in 2021 compared to £5.8 million
in 2020. With a strong pipeline of sites, Editions openings are
expected to continue to bring the best, exclusive restaurant
content to a wider range of consumers.
Deliveroo also continues to develop its on-demand
grocery offering. This offers powerful synergies with the
core platform, representing incremental demand to the
restaurant offering and providing an effective customer
acquisition channel.
OPERATING AND STRATEGIC REVIEW CONTINUED
Strategic report Governance report Financial report
50 deliveroo plc Annual Report 2021
Unit economics for grocery offer potential for further
improvements by driving higher basket sizes, improving
selection and inventory management, and by adding non-
commission revenue from fast-moving consumer goods
(FMCG) companies as advertising spend in the category
moves online.
On-demand grocery continued to grow as a percentage
of total GTV* over the last two years, increasing to 8% of
total GTV* in H2 2021, compared to 6% in H2 2020. In UKI,
Deliveroo now has approaching 6,000 grocery sites live
with major partners and smaller independent partners.
Coverage has reached 76% of the UK population with major
grocery partners, including Waitrose, Co-op, Morrisons
and Sainsbury’s, up from 36% at the end of Q1 2020. In
International, Deliveroo now has approaching 6,000 partner
sites live. Growth has been driven by continued rollout with
key grocery partners, such as Carrefour in France, Italy, and
Belgium, Casino in France, and Park N Shop in Hong Kong.
To complement its leading network of partner store-
picked grocery sites, Deliveroo launched a new rapid
grocery delivery service called ‘Deliveroo Hop’ in September
2021. Hop operates from delivery-only grocery stores
run by Deliveroo, working in partnership with established
grocers. The first Hop stores were established in London in
partnership with Morrisons; since the end of 2021, further
Hop partnerships have been launched in the UK with
Waitrose and in Italy with Carrefour.
Hop enables deliveries in as little as 10 minutes, greater
inventory accuracy, and a wider product range – including
partner-branded products such as Waitrose own-label
products and Morrisons ‘The Best’ range. The service
benefits from a deep integration between Deliveroo’s
new grocery management technology, existing logistics
algorithms and network of delivery riders, as well as
partners’ established supply chain.
Riders
Riders are a vital part of Deliveroo’s three-sided marketplace
and Deliveroo works with over 180,000 riders globally. Riders
value the flexible work Deliveroo offers, enabling them to
set their own work patterns without having to plan ahead,
select which orders to accept or reject, and to work with
multiple companies simultaneously. This is reflected in high
satisfaction ratings, with 85% of riders globally saying they
are satisfied or very satisfied working with Deliveroo.
Deliveroo continues to see strong rider application pipelines
and rider retention rates. In 2021, as lockdowns eased
across several markets in Q2 and Q3 and the availability of
employment vacancies increased, rider applications and
retention remained high, underlining the popularity of the
work Deliveroo offers.
Since 2018, Deliveroo has provided riders with free and
automatic accident and injury cover and third-party liability
insurance. During Q3 2021, Deliveroo extended this to
provide riders with enhanced protection in several markets.
The new insurance coverage Deliveroo offers includes
earnings support for riders working regularly with the
company who are unwell and unable to work and qualifying
riders are now entitled to a one-off lump sum payment
following the birth or adoption of a child. Deliveroo is
currently exploring extending these enhanced entitlements
to additional markets.
The independent contractor status of riders continues to be
the subject of scrutiny in certain markets. Highlights of the
material developments that occurred in 2021 in Deliveroo’s
markets are:
• In the UK, the Court of Appeal confirmed in June by
unanimous decision that riders are self-employed, the
fourth such judgement in the UK courts;
• In France, the Paris Court of Appeal confirmed in April that
Deliveroo offers self-employed work and the Government
has brought forward legislation that protects platform
workers’ self-employed status; there are also ongoing
challenges into historical models in France that are
being defended;
• In Italy, Deliveroo continues to work in a Collective
Bargaining Agreement that recognises riders as self-
employed and settled the investigation into a historical
model by the health and safety authorities; challenges to
certain of Deliveroo’s models by other Italian authorities
remain ongoing;
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined
under IFRS. APMs are indicated in this document with an asterisk (*); definitions and further details are provided on page 191.
Strategic report Governance report Financial report
51Annual Report 2021 deliveroo plc
OPERATING AND STRATEGIC REVIEW
1
CONTINUED
4. The three sides of the
marketplace continued
Riders continued
• In Spain, a new law outlining criteria to determine the
status of platform workers came into force in August;
this will not impact Deliveroo on an ongoing basis as
separately, Deliveroo decided to end operations in
Spain, having determined that achieving and sustaining
a top-tier market position in Spain would require a
disproportionate level of investment with highly uncertain
long-term potential returns;
• The European Union published proposals for a reform to
platform work, which Deliveroo believes could provide
welcome clarity on the tests to determine the status
of platform workers; Deliveroo is contributing to the
consultation process.
At any given time, Deliveroo will be involved in regulatory
investigations, audits, claims, court cases and appeals, as
well as individual and collective legal claims in any market.
Deliveroo will continue to disclose developments in relation
to rider matters that management considers to be material
in the context of both the relevant country and the business
as a whole.
5. Outlook and guidance
A key focus for Deliveroo in 2022 and beyond is making
progress on the Company’s longer term path to profitability.
Deliveroo was profitable on an adjusted EBITDA* basis in
H2 2020. In 2021, unit economics were impacted by two
factors: a reversal of the benefits seen from higher basket
sizes during COVID-related lockdowns; and increased
investment in order to capture growth opportunities. From
2022 onwards, Deliveroo expects its adjusted EBITDA margin
(as % of GTV)* to improve, driven by expansion of gross
profit margin (as % of GTV)* and reduction of marketing and
overheads (as % of GTV)*.
In 2022 and beyond, the European consumer will face some
headwinds. Consumer price indices are expected to be high
for some period of time. Inflationary pressures have been
building in recent months; this has been exacerbated by
the grave crisis in Ukraine, and the broader geopolitical and
economic impacts of this crisis are only just beginning to
be felt. Coupled with interest rate rises, consumers will be
operating under a different spending environment in the
quarters ahead. How this impacts consumer staples and
discretionary categories, and where delivery of restaurant
food and groceries fits into that environment, is not
clear yet.
An inflationary environment will also impact the other sides
of Deliveroo’s marketplace. Restaurant and grocery partners
will face challenges from rising costs across a range of
inputs, including food, fuel and labour. Higher fuel prices will
also affect many riders, despite the vast majority of orders
being delivered on two-wheel vehicles. Deliveroo will monitor
all of these impacts closely and ensure that consumer
pricing adequately reflects this reality.
After operating against the backdrop of COVID-19 for an
extended period, many markets have now been out of
full lockdown restrictions for about a year. Management
believes that COVID was a catalyst to accelerate the existing
trend of adoption in the online food delivery category. It is
encouraging that consumers remained engaged through
2021 even after the removal of lockdown restrictions, but it
is still early to determine how cohorts acquired during COVID
times will behave over the long term. Furthermore, new user
acquisition is expected to be more difficult and costly than
during COVID times.
Deliveroo is committed to continuing to drive sustainable
growth and strengthen the levers of profitability.
Expectations for 2022 reflect caution on the factors
outlined above, but management is confident in the
Company’s ability to adapt financially to a rapidly changing
macroeconomic environment and provides the following
financial guidance:
• 2022 GTV* growth: expected to be in the range of 15–25%
(in constant currency*), with higher growth rate in H2 than
in H1, given tough comparison base in H1 (and especially
Q1) as last year’s COVID restrictions are lapped;
• 2022 adjusted EBITDA*: expected to be in the range of
(1.5)–(1.8)% as a % of GTV*; this is an improvement against
(2.0)% for FY 2021 and (3.2)% for H2 2021;
• Medium-term: GTV* growth expectations maintained in
the range of 20–25% p.a. (in constant currency*); Deliveroo
aims to reach adjusted EBITDA* breakeven at some point
during H2 2023–H1 2024, the next key milestone on the
path to achieving its longer term profit ambitions;
• Longer-term: Deliveroo aims to reach an adjusted EBITDA
margin (as % of GTV)* of 4%+ by 2026 with further upside
potential beyond 2026, driven by an expansion of gross
profit margin (as % of GTV)* and reduction of marketing
and overheads (as % of GTV)*.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined
under IFRS. APMs are indicated in this document with an asterisk (*); definitions and further details are provided on page 191.
Strategic report Governance report Financial report
52 deliveroo plc Annual Report 2021
Exhibit 2: profitability levers and illustrative impact
% of GTV*
2021 2026 bps chg Key components
Revenue 27.5% Commission, consumer, and advertising revenue;
refunds
Cost of sales (20.0)% Delivery costs; card fees
Gross profit* 7.5% ~10–11% ~250–350
Marketing (4.0)% Consumers (performance, own digital, brand-building)
and rider marketing
Overheads (5.5)% Semi-variable (operations and sales); people (tech and non-
tech); facilities and other
Marketing and
overheads*
(9.5)% ~(6)–(7)% ~250–350
Adjusted EBITDA* (2.0)% 4.0%+ 600+
2021 GTV* % rounded to nearest 50 bps for illustrative purposes.
Revenue levers Cost of sales levers Marketing and overheads* levers
• Increase AOV* (e.g. by upselling)
• Optimise consumer pricing
• Develop high quality
advertising model
• Reduce fraud and improve
order accuracy
• Reducing ‘rider experience time’
(e.g. wait time at restaurant,
handover to consumer)
• Increase network density
and batching
• Reduce card fees
• Improve marketing
efficiency/targeting
• Increase automation
(e.g. self-service support for
partners and consumers)
• Drive operating leverage with scale
Exhibit 1: path to profitability
Adjusted EBITDA margin (% of GTV)*
2018-2021: actuals
2022 onwards: guidance
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined
under IFRS. APMs are indicated in this document with an asterisk (*); definitions and further details are provided on page 191.
2026
4%+
(1.5)–(1.8)%
2022
Reach
breakeven
during
period
H2 2023 –
H1 2024
Further
upside
potential
Beyond 2026
(12.3)%
2018
(9.0)%
2019
(0.3)%
(2.0)%
(3.2)%
2021
(0.8)%
0.7%
2020
(1.6)%
Strategic report Governance report Financial report
53Annual Report 2021 deliveroo plc
FINANCIAL REVIEW
2
£ million Change
unless stated 2021 2020 reported
Gross transaction value* 6,631.0 3,978.8 67%
Gross profit* 497.3 347.7 43%
Gross profit margin* (as % of GTV*) 7.5% 8.7% (120) bps
Marketing and overheads* (628.7) (358.5) 75%
Marketing and overheads* (as % of GTV*) (9.5)% (9.0)% (50) bps
Adjusted EBITDA* (131.4) (10.8) n .m.**
Adjusted EBITDA* margin (as % of GTV*) (2.0)% (0.3)% (170) bps
2 In this section, all growth rates are year on year and in reported currency unless otherwise stated.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
** n.m. - not meaningful
Income Statement (see page 146)
Revenue
Revenue was £1,824.4 million in 2021 compared to
£1,163.0 million in 2020, an increase of 57% or £661.4 million.
The increase in revenue was primarily the result of increased
orders, driven by growth in monthly active consumers.
Cost of sales
Cost of sales increased to £1,327.1 million in 2021 from
£815.3 million in 2020, an increase of 63% or £511.8 million.
This increase was driven by higher aggregate rider costs
as a result of increased orders, and reflects a year-on-year
decline in the rider cost per order as operational efficiency
continued to improve.
Administrative expenses
Administrative expenses were £785.9 million in 2021
compared to £548.0 million in 2020, an increase of 43% or
£237.9 million. This increase was primarily due to higher sales
and marketing costs and an increase in staff costs.
PLATFORM
BUILDING A SOLID
Adam Miller
Chief Financial Officer
Strategic report Governance report Financial report
54 deliveroo plc Annual Report 2021
Other operating income
Other operating income was £3.1 million in 2021 compared
to £4.0 million in 2020, a decrease of 23% or £0.9 million. The
decrease was primarily due to a reduction in relief grants
introduced in 2020 as a consequence of the impact of
COVID-19 on the food industry.
Other operating expenses
Other operating expenses were £18.8 million in 2021
compared to £12.5 million in 2020, an increase of 50% or
£6.3 million. This was due to increased spend on rider kit
during the period as overall delivery volume increased; this
was not offset by income from the sale of rider kit, since the
Company typically absorbs the majority of the cost of riders’
equipment and clothing.
Finance income
Finance income was £7.3 million in 2021 compared to
£0.9 million in 2020, an increase of £6.4 million. This increase
was primarily due to an increase in unrealised foreign
exchange gains.
Finance costs
Finance costs were £1.2 million in 2021 compared to
£4.7 million in 2020, a decrease of £3.5 million. This decrease
was primarily due to a decrease in unrealised foreign
exchange losses.
Income tax
Income tax charge was £5.5 million in 2021 compared to a
credit of £4.2 million in 2020. This movement is primarily due
to an increased recognition of deferred tax in 2020 and
an additional current tax charge in 2021 due to increased
taxable profits in certain overseas markets.
Loss for the period
Loss for the period was £303.7 million in 2021 compared
to £208.4 million in 2020, as a result of the movements
described above.
Alternative Performance Measures*
To supplement performance assessment, Deliveroo uses
Alternative Performance Measures (‘APMs’), which are not
defined under IFRS.
Gross transaction value*
Gross transaction value (GTV)* is a widely used measure for
understanding the total value spent by consumers on the
marketplace. GTV* was £6,631.0 million in 2021 compared
to £3,978.8 million in 2020, an increase of 67% (70% in
constant currency*).
Gross profit margin (as % of GTV)*
Gross profit margin (as % of GTV)* is considered a measure of
profitability at a transactional level. The gross profit margin
(as % of GTV)* was 7.5% in 2021 compared to 8.7% in 2020.
Marketing and overheads*
Management believes that Deliveroo’s business model can
have a high degree of operating leverage on its fixed cost
base over time. For the purposes of assessing and managing
performance, the fixed cost base has been split into two
major categories: marketing and overheads. Marketing
and overheads* were £628.7 million in 2021, compared to
£358.5 million in 2020, an increase of £270.2 million or 75%.
Adjusted EBITDA*
Adjusted EBITDA* is considered to be a measure of the
underlying trading performance of the business. It is
used, amongst other measures, to evaluate operations
from a profitability perspective, to develop budgets,
and to measure performance against those budgets.
Adjusted EBITDA* was £(131.4) million in 2021 compared
to £(10.8) million in 2020. The movement of £120.6 million
was the result of increased aggregate gross profit* being
more than offset by increased investments in marketing
and overheads* to support future growth. Adjusted EBITDA
margin (as % of GTV)* was (2.0)% in 2021, compared to (0.3)%
in 2020; adjusted EBITDA margin (as % of GTV)* was (0.8)% in
H1 2021 and (3.2)% in H2 2021.
Reconciliation to
financial statements
2021 2020
£m £m
Operating loss (304.3) (208.8)
Depreciation 19.3 16.6
Amortisation 23.7 17.8
EBITDA (261.3) (174.4)
Share-based payments charge and accrued national insurance on share options 87.6 73.2
Legal provisions and other settlements 7.5 70.9
Exceptional items* (see note 11) 34.8 19.5
Adjusted EBITDA* (131.4) (10.8)
Marketing and overheads* 628.7 358.5
Gross profit* 497.3 347.7
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
Strategic report Governance report Financial report
55Annual Report 2021 deliveroo plc
Cash Flow Statement (see page 149)
Cash flows from operating activities
Net cash outflow from operating activities was
£(167.7) million in 2021 compared to a net cash inflow of
£7.4 million in 2020. The increase in net cash outflow from
operating activities was primarily driven by the £120.6 million
increase in adjusted EBITDA* loss in 2021, as well as a lower
working capital inflow in the year.
Within 2021, there was a net cash inflow from operating
activities of £134.0 million in H1 2021 and a net cash outflow
of £(301.7) million in H2 2021. This difference was mainly
attributable to the following factors: (1) the adjusted
EBITDA* loss was £(25.7) million in H1 2021, increasing to
£(105.7) million in H2 2021; (2) in H1 2021, cash flows from
operating activities benefited from an increase in payables
of £132.1 million related to the timing of employee tax and
social security payments on share options exercised on
IPO, which reversed in H2 2021; (3) H1 2021 benefited from
a more favourable timing of the period-end cut off than in
H2 2021, meaning that Deliveroo held a higher amount of
payables due to restaurants at 30 June 2021 (£104.4 million)
than at 31 December 2021 (£62.8 million).
Cash flows used in investing activities
Net cash flows used in investing activities were £58.4 million
in 2021 compared to £25.4 million in 2020, an increase of
£33.0 million. Purchases of property, plant and equipment
increased to £21.4 million in 2021 from £5.8 million in
2020 mainly related to the rollout of Editions delivery-only
kitchens. Investment in capitalised development costs
increased to £34.6 million in 2021 from £20.5 million in 2020
in connection with the growth of the technology team
and associated development work undertaken across our
platform. This includes investing in assets that: (1) drive
direct financial benefits, through revenue generation (e.g.
advertising platforms) or cost reduction (e.g. self-serve
capabilities for consumers, partners and riders); (2) provide
the enabling technology for particular businesses (e.g.
for Deliveroo Hop delivery-only stores); and (3) provide
supporting infrastructure for scaling the business efficiently
(e.g. platform stability, forecasting models for consumer
demand and rider supply).
Cash flows from financing activities
Net cash inflow from financing activities was £1,139.0 million
in 2021 compared to a net cash inflow of £167.1 million
in 2020. The strong cash inflow was primarily due to
£1,011.7 million net proceeds (after costs) from the IPO
in April 2021, as well as £135.3 million net proceeds (after
costs) from the Series H fundraising round in January 2021.
Balance sheet (see page 147)
Following the successful completion of fundraising activities
in H1 2021, Deliveroo had a strong financial position at
the end of 2021. Cash and cash equivalents were £1,290.9
million at 31 December 2021, compared to £1,626.7 million at
30 June 2021 and £379.1 million at 31 December 2020. As at
31 December 2021, Deliveroo had no debt outstanding. The
Company has £75 million and €87.5 million of available loan
finance in the form of a Revolving Credit Facility (“RCF”), none
of which has been drawn down.
Provisions at 31 December 2021 were £81.7 million, a
reduction of £30.5 million compared to £112.2 million at
31 December 2020. This reduction is principally related to a
release of £21.9 million to accruals for settlements reached
with labour inspectors (which is expected to be paid in H1
2022), and the utilisation of provisions of £11.4 million as a
related payment to the tax office in an overseas jurisdiction.
These have been offset by the recognition of further
provisions for legal, regulatory and contractual matters,
principally in some of the Group’s overseas territories.
Total equity was £1,073.7 million at 31 December 2021,
compared to £175.1 million at 31 December 2020. This
movement primarily reflects the issue of share capital
in the year of £1,150.2 million partially offset by the total
comprehensive loss for the year of £317.0 million.
Dividend and dividend policy
No dividend has been declared or paid in the current or
comparative periods. Given the early stage of maturity of the
online food category, Deliveroo remains focused on investing
to maximise long-term free cash flow per share, believing
that this is the best way to drive long-term shareholder
value. The dividend policy will be reviewed on an ongoing
basis, but the Company does not expect to declare or pay
any dividends for the foreseeable future.
FINANCIAL REVIEW* CONTINUED
* To supplement performance assessment, Deliveroo uses Alternative Performance
Measures (APMs), which are not defined under IFRS. APMs are indicated in this document
with an asterisk (*); definitions and further details are provided on page 191.
Strategic report Governance report Financial report
56 deliveroo plc Annual Report 2021
Define desired culture,
values and tone
Risk oversight Define Risk Appetite
Establish effective
control framework
Identify, analyse, measure, respond to and prioritise risks Periodically review and report on risks and associated response
Response to Board and
Audit and Risk Committee expectations
Formulate strategic initiatives Delegate ownership response
Define/maintain clear processes Implement and monitor effectiveness of controls Identify opportunities for enhancements
RISK MANAGEMENT AND OUR PRINCIPAL RISKS
How are risks effectively managed at Deliveroo?
At Deliveroo, risks are identified, analysed and reviewed on a
regular basis, with responses designed to be commensurate
with the determined likelihood and impact, and in alignment
with the Group’s overall strategy. This includes designing
and implementing controls to reduce the likelihood of the
risk occurring and/or mitigate the impact of risks on the
Group’s operations. The Deliveroo Risk Management and
Internal Control Framework (the Framework) formalises
ownership of, and the process for identifying, prioritising
and responding to, risk. An effective and well-maintained
Risk Management Framework contributes significantly to the
overall resilience, agility and sustainability of an organisation,
helping to ensure that we achieve our strategic objectives
and mission.
The Framework does not eliminate risk. Instead, it serves to
reduce the likelihood of risks materialising, and also prepare
the business to manage the impact, by adapting and
recovering if they do.
The Framework is also not focused entirely on the negative
connotations of risk. Instead, we balance and prioritise
responses to risk to achieve the reward we foresee from
executing on our strategy. Therefore, there are risks we
may want to accept or pursue as a business, as we seek
to achieve our stated mission of becoming ‘the definitive
online food company’. The Framework enables us to respond
accordingly, making conscious and informed decisions with
an appreciation for the overall risk profile of the Group.
For risk management to be effective, it needs to be
integrated throughout the organisation and ingrained in the
way that we operate. The Board is ultimately responsible
for establishing procedures to manage risk, overseeing
the internal controls framework, and determining the
Group’s risk appetite. The Board has delegated the
responsibility for monitoring the effectiveness of the
Group’s risk management and internal control systems
to the Audit and Risk Committee. It does this by directing
and reviewing the work of executive management and the
key governance functions within the Group including the
Risk, Control and Compliance and Internal Audit teams. The
Chair of the Audit and Risk Committee updates the Board
on the Committee’s activities in this regard as appropriate.
Certain responsibilities and activities have been delegated
throughout the business to achieve this integration, as
summarised by the diagram below.
EFFECTIVELY
MANAGING OUR RISKS
GOVERNANCE AND CULTURE BOARD AND AUDIT AND RISK COMMITTEE
RISK MANAGEMENT SENIOR LEADERSHIP TEAM
STRATEGY AND OBJECTIVE SETTING EXECUTIVE TEAM
INTERNAL CONTROL MANAGEMENT HEAD OF SUBDEPARTMENT/FUNCTION
Strategic report Governance report Financial report
57Annual Report 2021 deliveroo plc
How are risks effectively managed at Deliveroo?
continued
The Board defines the Group’s risk appetite as being the
amount of risk the Group is willing to accept in pursuit of the
Group’s strategic objectives. This varies depending on the
type of risk and the nature of the objective or activity, which
may change over time. In evaluating risks and opportunities,
we seek to protect the long-term value and reputation of
our brand, while maximising commercial benefits to support
responsible and sustained growth. The Group’s risk appetite
relating to our principal risks has been considered and
approved by the Board and will be reviewed annually.
The Risk, Control and Compliance team maintains the
Framework, principally, monitoring and co-ordinating
risk management and internal control activities across
the Group.
Deliveroo has adopted the ‘Three lines of defence model’,
as outlined below, to provide ownership, management
and oversight of risk on behalf of the Board. As part of the
establishment of the third line, the Head of Internal Audit
joined in December 2021.
What does the Framework comprise of?
The six components of the Framework are outlined in
summary below.
RISK MANAGEMENT AND OUR PRINCIPAL RISKS CONTINUED
Management are the owners of specific risks and
controls. This ownership requires them to ensure
that any changes in risks are identified and controls
are updated to account for these accordingly. They
are also responsible for the effective operation of
those controls, which requires sufficient supervision
and review.
The Risk, Control and Compliance team performs risk
assessments across the Group in partnership with risk
owners, evaluating the appropriateness of proposed
risk responses. The team partners with management to
assist in designing and implementing controls, as well as
performing root cause analysis where necessary. Other
teams also play a role in second line, including the Legal
and Information Security teams.
The Internal Audit team performs testing of key
controls as planned and agreed with the Audit
Committee to provide assurance that they are
designed and operating effectively, as well as providing
recommendations and support to drive continuous
improvement in the management of risk and
internal controls.
How are risks identified and analysed?
Risks are identified using both a ‘bottom up’ and
‘top down’ approach.
The Risk, Control and Compliance team maintains a regular
dialogue with Risk Owners, making updates to risk registers
and planning enhancements to risk responses in relation
to any changes. On a quarterly basis, we facilitate this via
workshops where the Risk, Control and Compliance team
provide objective challenge, specifically in relation to the
completeness of the risks, and the judgements and thought
process applied by Risk Owners in determining the likelihood
and impact. Following these workshops, Risk Owners must
sign off the risks and responses within their remit. To
gain a deep understanding of each risk, these workshops
incorporate process mapping, data analysis and root cause
analysis depending upon the nature and complexity of
each risk.
Identification
Apply a top-down and bottom-up
approach to identifying risk across
the business
Analysis
Understand the nature and
complexity of the risk using a ‘data
first’ approach, where available
Measurement
Measure the inherent and residual
risk in terms of likelihood and impact
Response
Determine our strategy for each risk
based on our Risk Appetite
Prioritisation
Prioritise our response to risks based
on those presenting the greatest
level of risk
Review
and reporting
Evaluate the effectiveness of our
risk response strategy and report to
relevant stakeholders regarding the
development risk over a period and
proposed actions going forward
3
5
6
1
2
4
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58 deliveroo plc Annual Report 2021
Line 1 – Management
Line 2 – Risk, Control and Compliance
Line 3 – Internal Audit
Risk Owners are senior leaders responsible for securing
and deploying resources in the functions which each
risk primarily relates to, or is driven by. They have the
relevant expertise to identify and measure each risk, and
the authority to deploy resources to respond to it while
balancing competing priorities.
Our Policy, Public Affairs, Tax, Information Security, and Legal
teams ‘horizon scan’, flagging any potential emerging risks
they become aware of before they impact the business.
They work collaboratively with relevant teams to plan
mitigating actions as appropriate.
How are risks measured?
Risks are measured by multiplying the likelihood of the risk
crystallising with the impact of the risk event, measured
on a scale of 1-5, with 1 being the lowest and 5 being the
highest. Likelihood is stated in terms of probability.
The Risk, Control and Compliance team maintains the risk
register for the Group, which includes the residual risk
based on controls currently in operation, but also the
forecast residual risk when new or enhanced responses
have been implemented. This enables us to forecast the
impact on each workstream and balance priorities across
the organisation.
The Framework includes five different response types as
outlined below:
The types of impact are consolidated into the categories
of Reputational, Financial, Compliance, Operational, and
Strategic Impact. When measuring a particular risk, there
may be multiple types of impact that could occur. The
impact score is determined by reference to quantitative
and qualitative guidance which enables Risk Owners to
evaluate the significance of the impact of the risk in each
category. For example, Operational impacts include the
severity of the incident linked to our Incident Management
Framework. Therefore, to avoid an excessively complex
method of measurement, we use a ‘watermark’ approach,
scoring the risk by the highest impact event, with the
greatest likelihood. This enables us to prioritise risks based
on a single risk score, while using the other impact types for
context when designing the response to the risk.
How are risks responded to and prioritised?
Our strategy for responding to and prioritising risks
directly correlates with our risk appetite. As part of
the quarterly reviews with Risk Owners, commitments
to enhance responses for existing risks, or design and
implement responses for emerging risks are agreed.
These commitments form the basis for the Risk Roadmap
where the Risk, Control and Compliance team are directly
involved in advising Risk Owners, or more indirectly as part
of monitoring progress during each quarter.
5 Probable –
80% chance
Reputational
Take no action to
change the severity
of the risk, i.e. within
Risk Appetite
Seek to prevent the
risk crystallising,
i.e. there is a zero
tolerance for
associated risks
Take action to reduce the
likelihood and/or impact of the
risk i.e. risk level is greater than
Risk Appetite
Convert risks into
opportunities
i.e. tailoring risk
response to
unlock value
Transfer a portion of the risk or
collaborate externally to eliminate
some of the risk, e.g. insurance
25
4 Reasonably
possible –
60% chance
Financial
3 Possible –
40% chance
Compliance
2 Unlikely –
20% chance
Operational
1 Remote –
10% chance
Strategic 1
Where the response is to Avoid, Reduce or Share the risk, this
results in the design, implementation or enhancement of
control activities.
Where possible to do so, we seek to automate control
activities, harnessing our technological resources
and experience.
How are risks reported on?
Following the reviews with Risk Owners in Q1 2022, the
Group Risk Committee will also meet on a quarterly basis to
evaluate any changes to existing risks, new risks that have
emerged, and particularly, whether committed responses
to risks are sufficient in the context of the determined
risk appetite. The Group Risk Committee comprises
representatives from each Line 2 and Line 3 function,
including Legal, Regulatory Compliance, and Internal Audit.
The Committee will be chaired by the Risk, Control and
Compliance team who will summarise the output of the
risk reviews.
The output of the risk reviews will also be shared with the
Executive Team on a quarterly basis for their review, input
and challenge, ensuring we allocate resources appropriately
and hold risk owners to account for the committed
responses to risks.
The Risk, Control and Compliance team formally reports to
the Audit and Risk Committee at least bi-annually on the
principal risks, as well as the activities of the team in respect
of continuously enhancing the risk management practices
of the Group. This reporting also outlines the Risk Roadmap,
which summarises the key projects planned in respect of
risk management and internal control for the remainder
of the calendar year.
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59Annual Report 2021 deliveroo plc
Likelihood
Accept Avoid
Reduce
Pursue
Share
Impact Risk score
RISK MANAGEMENT AND OUR PRINCIPAL RISKS CONTINUED
Our principal risks and uncertainties
Our principal risks are those which could have the most significant impact on the achievement of our strategic objectives,
our financial performance, and our long term sustainability. Our principal risks change over time as the likelihood and impact
of the risk vary due to internal or external factors.
The following pages set out the Group’s principal risks for the year ended 31 December 2021. We provide additional context
to demonstrate how the risks are linked to our strategy, as well as key mitigations and any changes in the profile of the risk
during the year.
Description Mitigation Change in 2021
Service availability
We depend on our network infrastructure, software, content
delivery processes, and associated key third-party services and
software to operate our platform and to receive process and
fulfil orders. Any significant disruption in service, including from a
distributed denial of service attack, could materially impact our
operations, reputation and financial performance.
Primary impact type
Operational
Link to strategy
Strengthen levers of profitability
Risk appetite
Low
The Tech team operates in
accordance with our Change
Control Standard, which
requires formal planning, as
well as appropriate review
and approval for all changes.
Should an incident arise, the
Engineering team utilises
a formalised Incident
Management Framework,
alongside an ‘on-call’ rota,
ensuring that incidents
are resolved in a timely
manner, while maintaining
channels of communication
with consumers, riders,
and restaurant and
grocery partners.
No Change – As a technology business
that executes continuous development,
relying upon bespoke systems for
our operations, this continues to be a
principal risk, but one we are acutely
aware of and continuously monitoring.
Cyber and data security
We are responsible for protecting all personal data we receive
from consumers, riders, partners and employees. For the
sensitive data we hold and process, we could face significant
reputational and legal consequences as well as financial loss
if we fail to protect this information from security threats,
including Ransomware.
Primary impact type
Compliance
Link to strategy
Drive sustainable growth
Risk appetite
Low
We operate robust application
and infrastructure security
controls designed to prevent,
identify and respond to
information security threats.
Increased – IPO, continued growth,
new product offerings with physical
locations and access to systems,
continuously evolving security
landscape.
Three-sided marketplace
Our business model relies on a three-sided marketplace, and
to achieve profitability, we must continue to acquire and retain
consumers and restaurant and grocery partners, and maintain
a balance between supply and demand for riders, as well as
growing AOV* and/or order frequency to develop our business,
which may be difficult to maintain.
Primary impact type
Strategic
Link to strategy
Invest in differentiated value propositions
Risk appetite
High
We are continuously focused
on the enhancement of
the value proposition
for consumers, riders
and restaurant and
grocery partners.
No Change – This is a core element of
our strategy and business model and
we consider that we have continued to
enhance our value proposition for all
sides of our marketplace.
We have seen strong consumer, rider,
and restaurant and grocery partner
acquisition and retention throughout
2021, but as we continue to grow, this
will remain a principal risk, particularly
considering macro factors such as
inflation in our markets more generally.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined
under IFRS. APMs are indicated in this document with an asterisk (*); definitions and further details are provided
on page 191.
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60 deliveroo plc Annual Report 2021
Description Mitigation Change in 2021
Rider model and rider status
Our business would be adversely affected if our rider model
or approach to rider status and our operating practices
were successfully challenged or if changes in law required
us to reclassify our riders as employees including with
retrospective effect.
Primary impact type
Compliance
Link to strategy
Invest in differentiated value propositions
Drive sustainable growth
Risk appetite
Low
Policy and employment legal
teams continuously focus on
ensuring our rider model is
compliant with local laws and
regulations and are actively
defending any challenges to
our rider model.
We proactively engage with
government bodies to discuss
proposals or consultations.
No Change – Our rider model continues
to be a principal risk for the Group.
The level of risk differs by market
depending upon specific local
circumstances, including legislative
changes, but the overall profile of this
risk is unchanged. In assessing this we
considered the European Commission’s
proposal for a Directive on improving
working conditions in platform work,
our exit from Spain, and the positive
outcome from the Court of Appeal in
the UK and judgements in our other
markets which have confirmed riders’
self-employed status.
Key commercial relationships
We rely on various national and global brands in each of the
markets in which we operate, sometimes on an exclusive basis.
The loss of such relationships or the inability to enter into new
relationships (on commercially attractive terms or at all) could
adversely affect our business.
Primary impact type
Strategic
Link to strategy
Invest in differentiated value propositions
Drive sustainable growth
Risk appetite
Medium
Our commercial teams in
each of our markets develop
strong working relationships
with our partners to foster
mutual success.
No Change – We have continued to add
new significant national and global
brand accounts to the platform across
both restaurant and grocery partners.
Notwithstanding normal account churn,
the risk to growth of losing any of these
brands remains static.
Reputation and brand
Our reputation, brand and ability to build and retain trust
with new and existing stakeholders (including shareholders),
may be adversely affected, including by unfavourable or
inaccurate publicity or events beyond our control (including the
misconduct by our employees, partners or riders). This could
negatively impact our future performance and prospects.
Primary impact type
Reputational
Link to strategy
Drive sustainable growth
Risk appetite
Low
We ensure that we carefully
vet our prospective partners
and riders.
We proactively contact
our consumers, riders and
partners when something
goes wrong.
No Change – As a marketplace platform
this is an inherent risk.
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61Annual Report 2021 deliveroo plc
RISK MANAGEMENT AND OUR PRINCIPAL RISKS CONTINUED
Description Mitigation Change in 2021
Attracting and retaining key personnel
We rely on the skills and experience of our key personnel, and
our business may be adversely affected if we cannot attract
and retain the talent required to solve the complex problems
presented by our three-sided marketplace.
Primary impact type
Operational
Link to strategy
Invest in differentiated value propositions
Risk appetite
Low
We strive to provide, and
continuously enhance, an
attractive value proposition
for employees, including
through the creation of an
inclusive environment where
our people can grow fast and
leave their mark.
Increased – A key component of our
growth strategy is to innovate and
invest to create the most efficient
logistics network for our platform and
to generate tech-driven efficiencies
across our marketplace and in
our operations. To achieve this it is
critical that we attract and retain
the best, highly skilled engineering
and technology talent. Although we
have successfully attracted key hires,
including at a senior level during the
year, we compete for this specialist
technology talent in a highly competitive
global marketplace where levels of
variable pay can be significantly higher.
As a result it can be a challenge to
attract and retain such personnel.
Competition
We operate in a highly competitive industry and must compete
effectively to succeed. We may not be able to achieve or
maintain a position in each of our markets that is sufficient to
support the business sustainably for the long term.
Primary impact type
Strategic
Link to strategy
Drive sustainable growth
Risk appetite
High
We plan and execute
strategic initiatives
targeted at achieving or
maintaining a #1 or strong
#2 market position, including
through the continuous
enhancement of the value
proposition for consumers,
riders, and restaurant and
grocery partners.
No Change – Although there has been
market consolidation and continued
growth of rapid grocery partners, the
landscape remains as competitive as
previous years.
Managing growth
We are a rapidly growing company and if we do not manage our
growth and evolution successfully, or we fail to execute on our
strategy, our business will suffer.
Primary impact type
Strategic
Link to strategy
Drive sustainable growth
Risk appetite
High
Formal strategic planning
and budgeting cycles are
operated quarterly, half-yearly
and annually.
Our spend controls ensure
that costs are monitored
against the budget.
We are evolving our
regulatory and compliance
infrastructure to support our
growth requirements.
No Change – We continue to carefully
manage investments made in the
pursuit of long term value.
Financial condition
We have in past periods incurred, and may in future periods
incur, net losses, which could affect our need and ability to
access additional capital to grow our business.
Primary impact type
Strategic
Link to strategy
Strengthen levers of profitability
Risk appetite
Medium
Our spend controls ensure
that costs are monitored
against the budget.
Reduced – Following the successful
completion of fundraising activities
in H1 2021, Deliveroo has a strong
financial position.
Our principal risks and uncertainties continued
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62 deliveroo plc Annual Report 2021
Description Mitigation Change in 2021
Compliance with other laws and regulations
We are subject to the laws and regulations of numerous national
and local authorities and changes to, or uncertainty regarding,
the applicable laws, regulations or regulatory environment may
adversely affect our business.
Primary impact type
Compliance
Link to strategy
Drive sustainable growth
Risk appetite
Low
Our Policy, Public Affairs, Tax,
Information Security, and Legal
teams ‘horizon scan’, flagging
any potential emerging risks
they become aware of before
they impact the business,
working collaboratively
with relevant teams to
plan mitigating actions as
appropriate.
We proactively engage with
government bodies to discuss
proposals or consultations.
No Change – No other significant
changes in the period that adversely
affect our business.
External environment and events
Our business could be affected by the actions of governments,
political events or instability, or changes in public policy in the
countries in which we operate. Adverse economic conditions
could impact consumers’ discretionary spending, and in turn,
our growth and profitability.
Primary impact type
Strategic
Link to strategy
Drive sustainable growth
Strengthen levers of profitability
Risk appetite
Medium
We are continuously focused
on the enhancement of
the value proposition for
consumers, including enabling
access to a broad selection
aligned to a hyperlocal market.
Increased – Continued economic
pressure, including inflation, could
impact consumers’ discretionary
spending, and in turn, our growth and
profitability.
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63Annual Report 2021 deliveroo plc
VIABILITY STATEMENT
The Directors have voluntarily complied with Provision 31 of
the UK Corporate Governance Code, in which the Directors are
required to assess the viability of the Group over an appropriate
viability period. As part of this assessment, the Directors have
issued a Viability Statement declaring that they believe the
Group is able to continue to operate on normal terms and
meet its liabilities for the three year period from December
2021, taking into account its current financial position and
forecasted position, the resilience of the food delivery industry
and its principal risks.
Assessment period
In considering the viability of the Group, the Directors
considered the three year period from 31 December 2021 to
31 December 2024, the Group’s strategy and its principal risks
(pages 20 and 57), in order to assess the Group’s viability and
prospects. This period is aligned with the Group’s planning
process, and strategic planning period. It is a longer period
than the period used to assess going concern, but it is still
assessed on a sufficiently detailed level taking into account,
as far as possible, the anticipated development of the food
delivery market, and the economies in the countries in which
we operate. Given the relatively early stage in our corporate
lifecycle, along with the pace of change in our business, the
Directors have concluded that a three-year time horizon
is the most appropriate period for the viability review.
Performance
Over the last three years, the Group has grown revenue by
£1,348.2 million, from £476.2 million in FY2019 to £1,824.4 million
in FY2021, which represents a CAGR of 56%.
Long term prospects
Within the three-year time horizon of the viability assessment,
we expect to continue delivering on our strategic plan, and on an
adjusted EBITDA* basis, the Company aims to reach breakeven in
H2 2023 – H1 2024, driven by an improvement in both gross profit
margin (as % of GTV)* and marketing and overheads* as a % of GTV*.
Planning process
The Group’s overall strategy and business model, as set out
on pages 12 and 20 are fundamental to driving growth in the
business and therefore its future prospects.
The Group’s future prospects are assessed through the
strategic planning process. The strategic planning process
involves a detailed review of each country plan by the CEO and
CFO. This is done in conjunction with the Executive Team, and the
country leadership teams, and culminates in a presentation to,
and discussion with, the Board. The strategic plan then forms
the basis of the budget, applying the various levers and key
assumptions related to growth rates across the Group. Progress
against the budget is then reviewed monthly and reported to
the Board. The output of this process reflects the Directors’ best
assessment of the future prospects of the Group over the next
three years, and represents a reasonable expectation of results,
particularly considering the uncertainty surrounding the current
state of the economy and the lingering effects of COVID-19.
Stress testing
Two stress test scenarios were then applied to the model to
determine the model’s sensitivity, and these two scenarios
were also combined to form a worst case stress test.
The first scenario modelled a downturn in trading of 10.8% in order
growth volume, which was equal to that seen at the start of the
COVID-19 crisis when many restaurant partners were shut, alongside
an increase in operating expenses of 5.4% reflecting the 12 month
Consumer Price Inflation rate . Under this scenario a reduction in
order volumes and basket sizes was assumed.
A second scenario was modelled in relation to the availability
of cash in the Group which assumed the cash payment of
legal provisions and contingent liabilities on a straight line
basis for an 18 month period from January 2022 to June 2023,
with all amounts recognised as contingent liabilities over the
forecast period.
The worst case stress test modelled the combined effect of
the two stress test scenarios above. Despite the severity of
this case, no mitigating actions were modelled, to determine
whether the Group had sufficient cash to maintain viability
under this case.
As described in the CEO letter, on page 7, the European
consumer faces headwinds from higher inflation and the
broader geopolitical and economic impacts of the conflict in
Ukraine which will likely affect the other sides of our marketplace.
As a result, we have modelled a further downside scenario
assuming a much lower CAGR in our GTV* of 10%. In this extreme
scenario, the Group had sufficient cash for the viability period,
although certain mitigating actions within the Group’s control
were required. As evidenced at the beginning of the COVID-19
crisis, the Group’s cost base provides flexibility to enable the
Company to adjust its expenditure to react to events.
No possible mitigating actions were modelled as part of this
exercise, nor did we model receipt of any available government
support or other alternative sources of funds.
Based upon the outcome of the scenarios tested, which showed
that the Group’s forecasted cash position would remain positive
throughout, the Directors confirm that they have a reasonable
expectation that the Group will be able to continue in operation to
meet its liabilities as they fall due over the three-year assessment
period, and going concern and viability would be maintained.
Viability
As at 31 December 2021, the Group had net assets of £1,073.7 million,
together with total cash and cash equivalents of £1,290.9 million.
Based on this assessment, the Directors have a reasonable
expectation that the Group will be able to continue in operation
and meet its liabilities and obligations as they fall due over the
period to 31 December 2024.
The Company raised £1.1 billion in net proceeds from the IPO in
April 2021 and series H fundraising in January 2021, ending 2021
with no borrowings and £1.3 billion in cash and cash equivalents.
This has resulted in a strong financial position and sufficient
cash reserves for the Group to draw down on if needed.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
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64 deliveroo plc Annual Report 2021
NONFINANCIAL INFORMATION STATEMENT
This section of the Strategic Report constitutes Deliveroo’s Non-Financial Information Statement, produced to comply
with sections 414CA and 414CB of the Companies Act 2006.
The information listed is incorporated by cross reference.
Reporting Requirement Policies and standards which govern our approach Where to find more information
Environmental matters • Streamlined Energy and Carbon Reporting
• Our sustainability strategy and six key pillars
• Sustainability Review, pages 35 to 43.
People • Our Culture and Values
• Equal Opportunities Policy
• Diversity Policy
• Our Code of Conduct
• Family Support Policies (including Paternity,
Maternity and Adoption leave)
• Directors’ Report, pages 131 to 136.
• People section, pages 66 to 69.
• Sustainability Review, pages 35 to 43.
• Stakeholder Statement, pages 26 to 34.
• Gender Pay Gap Report on the
Deliveroo website.
Respect for human rights • Health and Safety Policy
• Privacy Policy
• Mental Health and Wellbeing Policies
• Transparency in the Supply Chains
and Modern Slavery Statement
• Modern Slavery Policy
• Anti-Bullying and Harassment Policy
• Sustainability Review, pages 35 to 43.
• Annual Modern Slavery Statement on the
Deliveroo website.
Social matters • ‘We are Deliveroo’ Volunteering programme
• Volunteering and Public Duties Policy
• Sustainability Review, pages 35 to 43.
• People Section, pages 66 to 69.
Anti-corruption and
anti-bribery
• Anti-Bribery and Corruption Policy
• Anti-Fraud Policy
• Anti-Money Laundering Policy
• Spending Deliveroo Money Policy
• Related Parties and Conflicts of
Interest Policy
• Speak-up Policy
• Audit and Risk Committee Report,
pages 86 to 92.
• Sustainability Review, pages 35 to 43.
Additional disclosures • Group risk management processes
and procedures
• Business Model, pages 12 to 17.
• Key Performance Indicators,
pages 22 to 25.
• Principal Risks, pages 60 to 63.
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65Annual Report 2021 deliveroo plc
Deliveroo’s employee
value proposition
At Deliveroo, we offer an exciting
environment in which to build a
career, where individuals can leave
their mark on our business as we
scale rapidly. Our employees can work
alongside talented colleagues in an
inclusive environment which provides
them with the opportunity to be part
of something bigger through the
impact we can make together in our
marketplace and communities.
PEOPLE
GROW FAST
We offer the same growth opportunity to our people that we have
experienced as a business namely, a fast-paced, dynamic culture
where people can stretch themselves and broaden their experiences
while working with brilliant people in collaborative, supportive teams.
We are rapidly scaling our learning and development offering, by
rolling out manager and commercial training programmes and with
established training via LinkedIn learning. In 2022 we are launching
initiatives to clarify and accelerate career paths and to provide
coaching for senior management.
LEAVE YOUR MARK
Although we have grown fast there are still large parts of our business
which are still in the early or build phases. That means we innovate and
solve problems at speed and the problems we are looking to solve are
distinctive and challenging. People in all roles, at all levels of Deliveroo,
have the opportunity to have a tangible impact on the business and
our success.
BE PART OF SOMETHING BIGGER
Regardless of the area of the business, we encourage our people to
develop a deep understanding of our three-sided marketplace and the
communities in which we work.
Our proposition is underpinned by our values. They are also integral to
our Performance Review process and are tracked through our monthly
employee engagement survey which asks for feedback on how we are
living up to our values.
IMPACT
Specifically our employee proposition is as follows:
MAKING AN
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66 deliveroo plc Annual Report 2021
Employee volunteering
We have launched charity partnerships in many of our
markets – from working with the Red Cross in Italy and
Belgium to supporting Secours Populaire in France, Food
From The Heart in Singapore, Feeding HK in Hong Kong, Eat
UP in Australia and The Felix Project in the UK. Additionally, all
employees receive a paid day off, annually, to volunteer with
a charity of their choice.
Our consumers, riders and restaurant and grocery
partners are at the heart of everything we do. Since Will Shu
became the first rider in 2013, we have always encouraged
employees who want to experience the business from the
viewpoint of our different types of customers. This year we
launched our ‘We Are Deliveroo’ programme. This programme
encourages employees to volunteer to spend time as a rider
making deliveries, to work in our Care team or to do a shift in
one of our Editions kitchens.
Our approach to
employee engagement
At Deliveroo, everyone’s views are important so listening
carefully to our people is an integral part of our culture.
In December 2020, we launched a new engagement
tool – Peakon – which provides a continuous employee
engagement platform. This means that our employees’
voices can be heard throughout the year, that we can
engage deeper and more flexibly on a range of topics
and reflect the feedback in ‘real time’ into departmental
action plans. Our overall engagement score has moved
+0.6 since December 2020 from 7.5 to 8.1 in December
2021, compared to a benchmark movement of +0.1 in the
same time period for comparable companies. This signifies
improved sentiment across four engagement areas: ‘Belief
(in product)’, ‘Satisfaction (in job)’, ‘Loyalty (to Deliveroo)’
and ‘employee NPS.
We share news and engage with employees on a
regular basis through a number of different forums and
mechanisms. Our fortnightly Company-wide meetings,
which are usually led by our CEO, provide an opportunity to
update employees on key activities within the business. This
has included financial results, cultural activities, business
developments and diversity, equity and inclusion (DE&I)
initiatives. Several times a year we also have open Q&As
with our Executive Team. These Company-wide meetings
are supported by regular team level meetings where
employees can engage with leadership teams and hear
more specific updates relevant to their part of the business.
Our communications platforms (Workplace and Slack) also
encourage dialogue and interaction between employees
daily. In 2021, we also established our first Senior Leadership
Forum – the Deliveroo Leadership Council comprising over
70 of the senior leaders of the business– which meets on
a monthly basis to discuss Company strategy and issues
impacting the business.
AT DELIVEROO, EVERYONE’S VIEWS
ARE IMPORTANT SO LISTENING
CAREFULLY TO OUR PEOPLE IS AN
INTEGRAL PART OF OUR CULTURE.”
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67Annual Report 2021 deliveroo plc
Diversity, equity and
inclusion at Deliveroo
Deliveroo is committed to creating an inclusive environment
and diverse organisation where different perspectives are
listened to and people of all backgrounds are welcome.
Over the last year we have made significant steps in our
approach to DE&I. In May 2021, we appointed a Director
of DE&I who has since established a team dedicated to
DE&I matters.
An important part of Deliveroo’s approach to DE&I has been
to establish DE&I and Belonging groups (DIB), which currently
include Gender Equality, Racial Equality, LGBTQ+ and Wellbeing.
These groups enable employees to engage on Company
policy and activity to ensure they are inclusive of under-
represented groups. They also run their own programme of
events, contributing to greater education and awareness
across the Company. Over the course of 2021, the DIB groups
have organised a wide range of events and initiatives
including the following:
• the ‘Spotlight On Series’ – a global interview series with
women at Deliveroo;
• a co-ordinated month of activity to support Pride
including the launch of a Pronouns awareness campaign;
• the launch of the Deliveroo School of Allies, an external
resource website which provides educational content for
allies of the LGBTQ+ community; and
• the hosting of a series of events during Black History
Month including a Q&A session with David Olusoga OBE and
an ‘in-conversation’ session on intersectional allyship with
Lady Phyll.
The DE&I commitment at Deliveroo starts with our Board
and Executive Team. The Executive Team has continued
its advocacy and support for DE&I through the following
initiatives:
• Executive Sponsorship of our DIB groups;
• meetings with the DIB leaders to advise, sponsor and
participate in various events as panellists, facilitators
and speakers; and
• commencing its own dedicated programme of training
and development.
Our Board is also committed to supporting management’s
efforts on DE&I matters and so it receives regular updates
on Company progress including planned engagement by
Dominique Reiniche our designated Employee Non-Executive
Director, as well as reflecting diversity principles in its own
succession planning. Further information on this is set out in
the Governance Report on page 70.
A key area for improvement is the need to address the
gender pay gap and the balance of female representation,
particularly at senior levels and in our technical teams within
Deliveroo. The aim is to drive sustainable change through a
multi-year action plan.
Gender diversity (as at 31 Dec 2021):
PEOPLE CONTINUED
Gender split of directors (of PLC): 8
+++MM
Men 62.5%
Women 37.5%
Gender split of senior managers (excluding CEO and CFO): 109
+++MM
Men 66.1%
Women 33.9%
Gender split of all employees of the Group: 3,108
++++MM
Men 56.0%
Women 43.8%
Not disclosed 0.2%
Strategic report Governance report Financial report
68 deliveroo plc Annual Report 2021
The Executive Team is very supportive and has been highly
engaged in taking steps to establish our response and
action plan to address these areas through changes in
our hiring, progression and compensation policies as well
as leadership development programmes. Most notably,
we launched a tailored leadership programme for women
in mid-level roles to help support future progression and
opportunities for inclusion in the Women in Hospitality,
Travel and Leisure (WiHTL) global female leader programme.
During 2021 we also rolled out unconscious bias training
across the Company and included an introduction to DE&I
at Deliveroo as part of our induction programme for all
new joiners. In early 2022, we launched our global Self-ID
programme encouraging as many employees as possible
to self-identify. This will enable us to get a better picture of
Deliveroo’s workforce, their individual needs and to measure
their experience more accurately.
Technology is at the heart of our Company and so we
believe that we have a responsibility to support change
and to lead by example. As such, we have extended our DE&I
commitment to address DE&I issues across the broader
technology industry by joining over 600 other companies
as a signatory of the Tech Talent Charter (TTC), a non-profit
organisation leading the movement to address inequality
in the UK tech sector. By joining the TTC we are signalling our
commitment to improving diversity, equity and inclusion in
the UK tech sector and within our own tech organisation.
Supporting our people
during a global pandemic
We are a global business and the COVID-19 pandemic has had
a significant impact across our markets, which is ongoing.
Given the complexity around COVID-19’s global impacts and
the various government responses, we have had to respond
flexibly to events. However, what has remained consistent
throughout these difficult times has been the focus of
our leadership teams across Deliveroo on maintaining our
culture and supporting our employees.
At the outset of the pandemic we moved swiftly to close
our offices in all markets and to provide suitable working-
from-home equipment for those who needed it. When it
became apparent during 2021 that the pandemic was
continuing, we developed guidance for our employees
by launching our new ‘Remote and Home Working’ policy
which set out a number of different work location options
based on employee roles. For those employees who work
from our offices when government guidelines permit,
we have instituted policies and protocols in each of our
markets to safeguard employee health and safety, which
include measures such as social distancing, limiting office
desk capacity, temperature checks and lateral flow tests.
These measures have been tailored to comply with local
government regulations and best practice.
As well as keeping our office environment safe, we have
taken steps to provide enhanced wellbeing support
throughout a challenging year. We provided free access
for all employees to the Headspace app, have run wellness
weeks with multiple events for employees and continued
to provide access to free counselling sessions via our
Employee Assistance Programme. In recognition of the
importance of giving people time off to recharge, in addition
to our annual leave allowance we have given employees
extra time off post our IPO and during the holiday period
in December.
Building the organisation and competing for talent
Deliveroo competes for talent in a highly competitive
market, and being able to hire well and quickly is critical
to the competitiveness of our business. In 2021 we made
significant progress in building the capabilities needed to
recruit top talent, including growing our internal recruiting
function from 14 to 104 staff, which enabled us to reduce
our dependence on third-party recruitment agencies, more
than double the size of our technology organisation in the UK
and launch our first Deliveroo Hop sites in the UK.
2021 was a challenging year for hiring and 2022 is set to be
no less challenging, particularly in technology. Part of our
strategy to remain competitive has been to increase our
talent pool by expanding into new geographies (such as
building a new engineering hub in India and a remote hub
in Poland), as well as opening fully remote opportunities
for certain types of roles. More broadly, we will continue to
invest in building the capabilities and expertise needed to
scale recruitment efficiently, such as targeted marketing
and branding initiatives to position Deliveroo as an employer
of choice for the best talent.
Gender pay gap stats (2020/21 report):
Mean gender pay gap:
37.2%
Mean bonus gap:
14.3%
Median gender pay gap:
24.7%
Median bonus gap:
23.2%
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69Annual Report 2021 deliveroo plc
CHAIR’S INTRODUCTION TO GOVERNANCE
CHAIR’S INTRODUCTION
TO GOVERNANCE
On behalf of the Board, I am pleased to introduce our first
Governance Report as a publicly listed company.
The IPO and establishing a PLC Board
This has been an incredibly exciting yet challenging year for
the Company culminating in our becoming a listed company
on 7 April 2021 (Admission). During the early part of the
year, the Executive Directors and the pre-IPO Board were
focused on navigating the business through the COVID-19
pandemic, while also undertaking the intense work needed
to successfully complete an IPO process. The IPO was a
significant undertaking for our leadership, the project team
and our advisers, and I would like to extend my gratitude
to them for guiding us through this exciting new chapter in
Deliveroo’s history.
As we prepared to become a public company, the Board
underwent significant change to ensure that it was properly
structured from a corporate governance perspective,
as well as to establish the proper processes and policies
needed as a public company. Alongside our Founder and CEO
Will Shu and CFO Adam Miller, prior to IPO we welcomed two
independent Non-Executive Directors to the Board, namely
Rick Medlock and Lord Wolfson, and Non-Executive Director
Tom Stafford.
Governance and diversity
Although with a standard listing we are not required
to comply with the requirements of the UK Corporate
Governance Code (Code), in recognition of the importance of
good governance as a Board we committed on IPO that we
would voluntarily comply with certain aspects of the Code
that the Board considers appropriate in light of the nature
of our business and our strategy going forward. In particular,
we confirmed that we would actively recruit additional
independent Non-Executive Directors to ensure that the
composition of the Board and its Committees was fully
compliant with the Code.
Claudia Arney
Chair
Strategic report Governance report Financial report
70 deliveroo plc Annual Report 2021
Accordingly, since Admission we have continued to
strengthen Board membership with the appointment of
Karen Jones CBE, Dominique Reiniche and Peter Jackson as
additional independent Non-Executive Directors. Karen was
also appointed as our Senior Independent Non-Executive
Director and Dominique as our Designated Employee Non-
Executive Director. Each of our Directors brings to the Board
their own set of unique skills, experience and knowledge
acquired over successful careers in a variety of industries
and in areas that are crucial to our business.
An experienced and diverse Board better supports the
Board’s discussions on the strategic, operational and
sustainability issues that affect the Company today or may
do so in the future. Maintaining a diverse culture on the
Board is crucial and I am pleased to report that our Board
make-up is in line with the recommendations from the
Hampton-Alexander Review target for Women on Boards and
the Parker Review target for ethnic diversity. You can read
more on how we consider the diversity of our Board in the
Nomination Committee Report found on pages 84 to 85.
Following from the experience we have gained from our
Board work since Admission and with the additional Board
appointments, we also reviewed our Committee composition
to rebalance membership and workload, with the result that
our Board and Committees are Code compliant. For more
information on our Committee memberships, please see our
Director biographies on pages 72 to 74.
Board focus
It has been a busy time for the Board since Admission as we
have worked hard to get to know the business, establish
the routines of a PLC Board and assist the Company in its
transition to public company life, as well as getting the
Company ready for its full year results. Our goal throughout
as a Board has been to set a clear tone from the top, acting
responsibly in decision-making and in the management of
risk to achieve our strategic ambitions to ensure the long-
term, sustainable success of the business.
An important focus for the Board is our stakeholders and
how their interests are considered as part of our decision-
making. All three sides of our marketplace are incredibly
important to us and we have to make our platform deliver
real value for all of them to be successful in our mission
to be the definitive online food company. We also consider
our people, our investors and our local communities. For
more information on how the Board has considered our
stakeholders, see the Stakeholder section on page 26. For
more information on our people, see the People section
on page 66.
COVID-19 has had a significant impact on us all, and made for
a challenging IPO process. While our Board and Committees
have managed to work effectively virtually, we look forward
to more opportunities to be together which, as a new Board,
is important for us to get to know each other better to
continue to build trust and a team dynamic. I am grateful to
Board members for their hard work, flexibility and support,
which has enabled us to make progress at pace.
This report explains in more detail the corporate
governance structures in place, the work of the Board and
its Committees since Admission, and our planned focus
for FY2022.
Yours sincerely,
Claudia Arney
Chair
24 March 2022
AS WE PREPARED TO BECOME A PUBLIC COMPANY,
THE BOARD UNDERWENT SIGNIFICANT CHANGE TO
ENSURE THAT IT WAS PROPERLY STRUCTURED FROM
A CORPORATE GOVERNANCE PERSPECTIVE.”
Strategic report Governance report Financial report
71Annual Report 2021 deliveroo plc
BOARD OF DIRECTORS
An experienced and diverse Board better supports discussions
on the strategic, operational and sustainability issues which
aect the Company today or may do so in future.
Claudia Arney
Chair
Joined: 23 November 2020
Appointed to Deliveroo Plc:
19 March 2021
Remuneration Committee Chair (until 1 June 2021)
Experience
Claudia Arney began her executive
career at McKinsey & Company, before
holding roles at Pearson, the Financial
Times, Goldman Sachs, and HM Treasury.
She was CEO of Thestreet.co.uk, and
Group Managing Director at EMAP.
Claudia’s previous non-executive
director experience includes Chair
of the Remuneration Committee at
Halfords plc, Senior Independent
Director of Telecity Group plc,
Governance Committee Chair at Aviva
plc, Non-Executive Director at Ocado
Group plc and Non-Executive Director
and Interim Chair of the Premier League.
Other appointments
• Derwent London plc – Non-Executive
Director and Chair of the
Remuneration Committee
• Kingfisher plc – Non-Executive
Director and Chair of the
Remuneration Committee
• Panel on Takeovers and
Mergers – Member
Favourite Deliveroo cuisine
Pasta
Will Shu
Chief Executive Officer
Appointed as CEO: 1 February 2013
Appointed to Deliveroo Plc:
19 March 2021
Experience
Will Shu founded Deliveroo in February
2013, alongside his childhood
friend Greg Orlowski. The two paired
technology with the nation’s best-loved
restaurants to bring great-tasting food
straight to people’s front doors. While
running the London-based company
takes up most of his time, Will still
enjoys regularly delivering food orders
on his bike.
Prior to Deliveroo, Will worked in a
number of finance roles in New York
and London.
Other appointments
None
Favourite Deliveroo cuisine
Korean
Adam Miller
Chief Financial Officer
Appointed as CFO: 23 July 2020
Appointed to Deliveroo Plc:
25 February 2021
Experience
Adam Miller joined Deliveroo in early
2019 as Vice President, Corporate
Strategy. He stepped into the role of
interim CFO later that year before his
permanent appointment in July 2020.
Adam has played a pivotal role in
helping Deliveroo navigate the impact
of COVID-19 preparing the Company to
emerge in a strong position, as well as
preparing for the Company’s IPO.
Before joining Deliveroo, Adam worked
at travel company Expedia group for
seven years, where he held a number
of senior positions, including Vice
President, Strategic Partnerships and
Vice President, Strategy and Analytics,
managing large teams and functions
across markets. Immediately before
joining Deliveroo, Adam was Chief
Revenue Officer at CarTrawler, a B2B
travel technology platform.
Other appointments
None
Favourite Deliveroo cuisine
Pizza
Key to Committees
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
N
Strategic report Governance report Financial report
72 deliveroo plc Annual Report 2021
Karen Jones, CBE
Senior Independent
Non-Executive Director
Appointed to Deliveroo Plc: 1 June 2021
Appointed as SID: 1 January 2022
Audit and Risk Committee (until 1 January 2022)
Nomination Committee (from 1 January 2022)
Experience
Karen Jones brings a wealth of
experience in the restaurant, food and
hospitality sectors, including founding
Café Rouge and creating and leading
the formation of the Spirit Group.
Karen also has strong experience
in executive remuneration having
previously chaired the Remuneration
Committees of ASOS plc and Booker plc.
Other appointments
• Prezzo – Executive Chair
• Hawksmoor and Mowgli – Chair
• Crown Estate –
Non-Executive Director
• Firmenich AG – Board Member
Favourite Deliveroo cuisine
Pasta Carbonara
Rick Medlock
Independent Non-Executive Director
Joined: 1 October 2020
Appointed to Deliveroo Plc:
19 March 2021
Experience
Rick Medlock has had a highly
successful career as a CFO in the
technology industry, working for a
range of international FTSE 100 and
Nasdaq listed businesses during
periods of high growth. He has held a
number of CFO positions throughout
his career, including at NDS group plc,
Inmarsat plc and Worldpay Group plc.
He was also previously Chair of BluJay
Solutions. Rick brings a wealth of
experience as a former Non-Executive
Director and Audit Committee Chair of
several technology-driven businesses,
such as Sophos group plc, Edwards
Vacuum, and Thus plc.
Rick was also previously the Chair of
Momondo Group and Chair of the Audit
Committee for LoveFilm UK Limited.
Other appointments
• Datatec Ltd – Non-Executive Director
• Smith & Nephew plc – Non-Executive
Director and Chair of the
Audit Committee
Favourite Deliveroo cuisine
Pizza
Dominique Reiniche
Independent Non-Executive Director,
Designated Employee NED
Appointed to Deliveroo Plc: 1 May 2021
Experience
Dominique Reiniche has a wealth of
operational experience in Europe and
also international consumer marketing
and innovation experience. Dominique
started her career with Procter &
Gamble AG before moving to Kraft
Jacobs Suchard AG (now Mondelez)
as Director of Marketing and Strategy
where she was also a member of the
Executive Committee.
Dominique previously held a number of
senior roles at Coca-Cola Enterprises
and at Coca-Cola Company, including
President – Western Europe, President
– Europe, and Chair – Europe. Dominique
was a Non-Executive Director of
Peugeot-Citroen SA until December
2015, of AXA SA until April 2017 and of
Severn Trent Plc until July 2021.
Other appointments
• Eurostar International Ltd
Group – Chair
• Chr. Hansen Holdings A/S – Chair
• PayPal Europe –
Non-Executive Director
• Mondi plc – Non-Executive Director.
Favourite Deliveroo cuisine
French
N R A N R A N R
Board skills Board gender diversity
Digital/Technology/Platforms
High Growth
Founder-led Businesses
Food (Restaurant/Grocery)
Marketing/Brand
International (US, EU, Asia)
Finance/M&A
UK PLC Governance
Customer
+++MM
Female – 3
Male – 6
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73Annual Report 2021 deliveroo plc
BOARD OF DIRECTORS CONTINUED
Tom Stafford
Non-Executive Director
Appointed to Deliveroo Plc:
19 March 2021
Experience
Tom Stafford is co-founder and
managing partner of DST Global, the
internet investment firm. The firm’s
past and current portfolio includes
Facebook, Alibaba, JD.com, Meituan,
Airbnb, Nubank, Klarna, Robinhood,
Doordash, Checkout.com, Spotify and
Farfetch.
Other appointments
• DST global – Managing partner
Favourite Deliveroo cuisine
Sushi
Lord Simon Wolfson
of Apsley Guise
Independent Non-Executive Director
Joined: 18 January 2021
Appointed to Deliveroo Plc:
19 March 2021
Remuneration Committee (until 16 November 2021)
Experience
Lord Wolfson was educated at Radley
and Trinity College, Cambridge, where
he graduated with a degree in law. He
started working for Next in 1991 as a
sales assistant and joined the board as
Sales and Marketing Director in 1997. In
1999 he was made Managing Director
and was appointed Chief Executive
in August 2001. Simon is currently the
longest-serving FTSE 100 CEO.
Other appointments
• Next plc – Chief Executive Officer
• House of Lords – Peer
• Charles Wolfson Charitable
Trust – Trustee
• Policy Exchange (think tank)
– Trustee
Favourite Deliveroo cuisine
Chinese
Peter Jackson
Independent Non-Executive Director
Appointed to Deliveroo Plc:
1 January 2022
Experience
Peter Jackson has extensive
experience in leading global digital
consumer businesses. He is currently
the Chief Executive Officer of Flutter
Entertainment plc having been
appointed in 2018 following five years
of experience as a Non-Executive
Director of Betfair and then Paddy
Power Betfair.
Peter was Chief Executive Officer of
Worldpay UK (an operating division
of Worldpay Group plc) and Head of
Global Innovation at Banco Santander,
as well as a director of Santander UK
Group Holdings plc. Peter’s previous
experience also includes Chief
Executive Officer of Travelex and senior
positions at Lloyds Banking Group.
Other appointments
• Flutter Entertainment plc –
Chief Executive Officer
Favourite Deliveroo cuisine
Thai Chicken Curry
N A N
Key to Committees
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Strategic report Governance report Financial report
74 deliveroo plc Annual Report 2021
GOVERNANCE REPORT
Overview
This Report sets out the Board’s corporate governance
structures and work from Admission to 31 December 2021.
Together with the Directors’ Remuneration Report on pages
93 to 130, it includes details of how the Company has applied
the principles and complied with the provisions of the 2018
UK Corporate Governance Code.
Compliance with the 2018 UK Corporate
Governance Code (Code)
The Code requires companies listed on the Premium List
of the London Stock Exchange to describe in the Annual
Report how they have applied the main principles of the
Code and also any areas where companies do not comply
with the Code provisions. Although with a Standard Listing
we are not required to comply with the requirements of the
Code, in recognition of the importance of good governance,
as a Board we committed on IPO that we would voluntarily
comply with certain aspects of the Code that the Board
considers appropriate in light of the nature of our business
and our strategy going forward. The Directors consider that
following the actions taken during FY2021 the Company
is fully compliant with the Code save for the following: (i)
we have not disclosed emerging risks in our Risk Section
(provision 28) but plan to do so for FY2022: (ii) the Board has
conducted an effectiveness review but as the Committees
have been constituted for a short time since Admission,
they did not undertake a formal review (provision 21) but
will do so for FY2022; and (iii) it is noted that Karen Jones was
appointed as Senior Independent Director on 1 January 2022
(provision 12).
Independence
The composition of the Board has continued to evolve
during 2021 and up to the date of this Report. At the date
of this Report our Board comprises nine members: the
Chair, the CEO, the CFO and six Non-Executive Directors, of
whom five are considered independent for the purposes of
the Code.
Over half of our Board (excluding the Chair) comprises
independent Non-Executive Directors and the composition
of all Board Committees complies with the Code. Our Chair,
Claudia Arney, was considered independent on appointment.
More information about our Directors is set out on pages
72 to 74.
The roles of the Chair and CEO are clearly separated in
accordance with the Schedule of Responsibilities approved
by the Board. The Directors are appointed by the Board and
are subject to annual re-election by shareholders at the
Company’s AGM.
Board and Committee effectiveness reviews
The Board has conducted a review of their performance
and the Senior Independent Director undertook a review of
the Chair’s performance, with the results set out on page
81. With the Committees constituted for a short number of
months since Admission, the Committees did not undertake
a review but will do so in 2022. Although the Code requires
that an externally facilitated evaluation takes place at least
every three years, the Board has committed to conducting
an external evaluation during 2022.
Committee Chair experience
The Audit and Risk Committee Chair meets the specific
requirements with regard to recent and relevant financial
experience during the period under review.
The Remuneration Committee Chair had been a member
of a remuneration committee for more than 12 months
prior to her appointment having previously chaired the
Remuneration Committees of ASOS plc and Booker plc.
Please refer to the Director Biographies on pages 72 to 74.
Auditor appointment and tenure
Our current auditor, Deloitte LLP, was appointed for FY2018.
Our lead partner, Mark Lee-Amies, has been in place
since FY2020.
It has been a busy time for the Board as we have worked hard to
get to know the business, establish the routines of a PLC board
and assist the Company in its transition to public company life.
Strategic report Governance report Financial report
75Annual Report 2021 deliveroo plc
Overview continued
Non-audit fees policy
Our non-audit fees policy is disclosed on page 90, along with
the fees paid by the Company for IPO non-audit work
undertaken during FY2021.
Internal audit
Our Head of Internal Audit was appointed in December 2021,
and work is underway to evolve our internal audit function.
More information on this is set out on page 91.
Chair and Non-Executive Director remuneration
The remuneration arrangements for the Chair and the
Non-Executive Directors can be found in the Directors’
Remuneration Report on pages 93 to 130 and are in
accordance with the Company’s Articles of Association.
This reflects the necessary time commitments and
responsibilities of those roles and does not include any
performance-related elements.
Employee and stakeholder engagement
The Board is committed to a constructive two-way dialogue
with our employees, to enable us to better reflect their
interests in future Company and strategic decisions, and
to help ensure that the Company is a great place to work.
As part of the Board’s work to better understand the views
of our people, Dominique Reiniche was appointed as the
designated employee independent Non-Executive Director
(employee NED), whose role it is to oversee engagement
between the Board and our employees. Dominique’s wide
ranging business expertise in both the UK and Europe will
enable her to contribute valuable insights as she engages
with our global employee base. Given the relatively short
time since the IPO, management has been working with
Dominique to ensure she receives the right information
about our employees and organisation, and to set up an
engagement schedule to enable her to listen to employee
views first-hand. Dominique receives reports on monthly
feedback from our employees through our Peakon surveys
and discusses the outcome with the Chief People Officer.
A particular initial focus for Dominique is progress with our
Diversity, Equity and Inclusion (DE&I) initiatives and so she
will be meeting with the Director of DE&I and her team at the
end of March 2022. More information on the ways in which
the Company engages with its employees and other key
stakeholders can be found in the Stakeholder section on
page 26 and in the People section on page 66.
Diversity
Information about the diversity of our Board, including how
this will be factored into succession planning and senior
management development, can be found in the Nomination
Committee Report on page 84. Information about the wider
Company Diversity, Equity and Inclusion strategy can be
found in our People section on page 66.
Board leadership and
Company purpose
The Board’s role
The Board is collectively responsible for delivering the long
term success of Deliveroo for the benefit of its shareholders
and wider stakeholders. The Board leads and provides
direction in the setting of strategy and overseeing its
implementation by management. The Board also sets the
clear tone from the top by satisfying itself that Deliveroo’s
purpose, values and culture are aligned with its strategy.
The specific activities undertaken by the Board during the
year are set out on page 79. The Board also monitors the
Group’s operations within an agreed framework of controls,
allowing risk to be assessed and managed within agreed
parameters. This is discussed further in the Risk Report on
page 57 and the Viability statement on page 64.
To maximise the effectiveness and ensure sufficient time
and attention can be devoted to key matters, the Board has
delegated authority in certain areas to its principal Board
committees. The Board has established terms of reference
that set out the matters that it must approve (see page
77) and the specific responsibilities that it has delegated
to its principal committees: the Audit and Risk Committee,
Remuneration Committee, Nomination Committee and the
Market Disclosure Committee. The roles and responsibilities
of each Committee are set out in formal terms of reference,
which are determined by the Board, and reviewed at least
annually. These are available for review on the Company’s
website at https://corporate.deliveroo.co.uk/. Reports
from each of these Committees are provided on the
following pages.
Board meetings are structured to allow open discussions.
At each meeting the Directors are made aware of the key
discussions and decisions of the principal Committee by
the respective Committee Chairs. All Board and Committee
meetings are minuted and formally approved at the next
meeting. Board minutes contain details of the Directors’
decision making processes and any follow-up actions or
concerns raised by the Directors.
GOVERNANCE REPORT CONTINUED
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76 deliveroo plc Annual Report 2021
Chair
There is a clear separation of responsibilities between the Chair, Claudia Arney, and the CEO, Will Shu. The Chair is
responsible for leading and managing the business of the Board primarily focused on strategy, performance, value
creation and accountability, setting and sustaining the culture and purpose of the Company, and ensuring the Board’s
overall effectiveness, governance and Director succession planning.
The Chair also ensures effective communication between the Board, management, shareholders and the Company’s
wider stakeholders. The Chair works collaboratively with the Chief Executive Officer in constructively challenging and
helping to develop proposals on strategy, setting the Board agenda and ensuring that any actions agreed by the Board
are effectively implemented.
Chief Executive Officer (CEO)
Will Shu, is responsible for developing, implementing and delivering the agreed strategy and for the operational and
strategic management of the Company. He is also responsible for supporting Directors’ induction into the business
by providing the necessary resources for developing and updating their knowledge and capabilities concerning the
Company, including access to Company operations and members of the workforce.
DELIVEROO’S GOVERNANCE FRAMEWORK
Nomination
Committee
Read more on page 84
Audit & Risk
Committee
Read more on page 86
Remuneration
Committee
Read more on page 93
Market Disclosure
Committee
Board of Directors
Matters Reserved for the Board
The Board’s terms of reference provide that the Board must consider and approve the following:
• The Group’s purpose, values, general
strategy and objectives including
assessing and monitoring the
Group’s culture and its alignment
with these.
• Review of business performance
relative to the Group’s business
plans and budgets.
• Major capital expenditure and
changes to the Group’s corporate
structure, including significant
acquisitions and disposals.
• Financial reporting including major
changes to accounting policies
or practices.
• Approval of the Group
dividend policy including
any recommendation of a
final dividend.
• Major changes to the capital
structure including borrowings and
tax and treasury management.
• Ensuring a framework of prudent
and effective controls and
establishing procedures to manage
risk and to oversee the internal
control framework.
• Determining the nature and extent
of the principal risks the Group
is willing to take to achieve its
long term strategic objectives
(the Group’s ‘risk appetite’).
• The Group’s corporate governance
and compliance arrangements and
engagement with stakeholders.
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Chief Financial Officer (CFO)
Adam Miller, is a member of the Executive Team reporting to the CEO. His role is to lead the financial management, risk and
internal control teams and to oversee the Company’s relationship with the investment community.
Senior Independent Non-Executive Director (SID)
The Senior Independent Director, Karen Jones, supports the Chair in her role and leads the Non-Executive Directors in the
oversight of the Chair. The SID is also available as an additional point of contact for shareholders.
Non-Executive Directors
The Non-Executive Directors provide constructive challenge and strategic guidance, offer specialist advice, and hold
management to account. They monitor the performance and delivery of the strategy within the risk parameters and
control framework set by the Board.
The Company Secretary
The Company Secretary, Catherine Sukmonowski, acts as secretary to the Board and each of the Committees. She is
responsible for supporting the Chair and the Board in delivering the Company’s corporate governance agenda and
ensuring that it has the policies, information, time and resources it needs in order to function effectively and efficiently.
All Directors have access to the advice of the Company Secretary.
The Executive Team
Execution of the Group’s strategy and the day-to-day management of the Company’s activities are delegated to the
Executive Directors with the support of the Executive Team.
In particular, the Executive Team is responsible for:
• furthering the strategy, business objectives and targets established by the Board;
• approving the expenditure and other financial commitments within its authority levels; and
• discussing, formulating and approving proposals to be considered by the Board.
Members of the Executive Team and other senior managers from across the business are regularly invited to present at
Board meetings and to engage in debate on specific matters about which the Board may require greater insight. A culture
of open dialogue and debate between the Board as a whole, the Executive Directors and the Executive Team is actively
encouraged. This is supported through regular dialogue with, and reports from, management to ensure that the Board is
kept up to date on developments.
GOVERNANCE REPORT CONTINUED
Deliveroo’s governance framework continued
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78 deliveroo plc Annual Report 2021
Board focus during 2021 and up to the date of this Report was on the following key areas/activities:
Company strategy and performance Financial and investor updates
• Regular reports from the CEO at each meeting detailing
the performance of the business against the strategic
goals and macro-economic impact on the business.
• Board strategy day to discuss/agree the strategic
objectives of the business and reconfirm the Company’s
mission statement/purpose.
• Approval of the 2022 plan and budget.
• Regular reports from the Executive Team on global operations
and key areas of the business and competitor context.
• Regular reports from the General Counsel on material litigation,
regulatory and other matters impacting the business.
• Regular reports from the CFO at each meeting detailing
the financial performance and progress against plans and
analysts’ consensus.
• Consideration and approval of financial statements
and announcements including the Annual Report and
preliminary results announcement.
• Investor relations updates including regular updates
from the Director of Investor Relations and broker
presentations on investor engagement and feedback,
market reaction to announcements and analysts’ views.
Governance, people and culture Wider stakeholders
• Adoption on IPO of Board/Committee governance
structures, terms of reference and relevant public
company policies and procedures.
• Presentations from advisers on duties of listed
company directors.
• Approval of the annual calendar and workplan for the
Board and Committees.
• Consideration of Board succession matters including the
appointment of additional independent Non-Executive
Directors, the SID and Committee composition.
• Consideration of Board and organisation gender and
wider diversity.
• Updates from the Nomination Committee, Chief People Officer
and Employee NED on culture and DE&I employee matters.
• Regular reports from the Chairs of the Audit and Risk,
Remuneration and Nomination Committees on the work
of those Committees and from the Company Secretary on
governance matters.
• Approval of the appointment of joint corporate brokers.
• Review and approval of the investor relations plan.
• Approval of plans/resolutions for the 2022 Annual
General Meeting.
• Consideration of stakeholder impacts of the exit
from Spain.
• Consideration of rider earnings, benefits and conditions.
• Consideration of impacts on restaurants partners and
customers.
• Consideration of employee matters including organisation,
culture, gender pay, diversity, equity and inclusion.
• Consideration of investor views on strategy, performance
and executive remuneration.
• Consideration of the key pillars of our ESG strategy.
Board leadership and
Company purpose continued
Board focus
The Board has been extremely busy since Admission, having
met for six scheduled Board meetings and an additional
two unscheduled meetings. Further to the IPO and the
establishment of a new PLC board, an important area of
focus has been on establishing appropriate and effective
Board ways of working and aligning this with management
ways of working. The aim is to ensure that the Board can
operate efficiently and has the information on the business
it requires and to facilitate the discussion of key matters
of strategic and financial importance. As we continue to
work together as a Board and the Company continues to
acclimatise to its listed status, we will continue to hone
this over the coming months, including reflecting on the
feedback from the Board Effectiveness Review as set out
on page 81.
Board and Committee attendance for regularly scheduled
meetings during 2021 is set out on page 80. During this
period, the Board has been very mindful of our stakeholders
and the possible impacts of events on them. More
information on our key stakeholders is on page 26.
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GOVERNANCE REPORT CONTINUED
Board leadership and Company purpose continued
Board and Committee attendance
During FY2021 since Admission, the Board held six scheduled meetings. Individual attendance is set out below. Additional
unscheduled meetings were held as and when required, throughout the year. The Board held a number of additional ad hoc
meetings and the Non-Executive Directors also met on a number of occasions with the Chair, and with the Chair and CEO.
Board and Committee scheduled meeting attendance from Admission to 31 December 2021
Director Board Audit and Risk Nomination Remuneration
Directors as at 31 December 2021
Claudia Arney (Chair, Chair of Nomination Committee)
1
6/6 n/a 2/2 1/1
Will Shu (CEO) 6/6 n/a n/a n/a
Adam Miller (CFO) 6/6 n/a n/a n/a
Karen Jones CBE (SID, Chair of Remuneration Committee)
2
3/5 2/3 n/a 2/2
Rick Medlock (Chair of Audit and Risk Committee) 6/6 4/4 2/2 3/3
Dominique Reiniche 6/6 4/4 2/2 3/3
Tom Stafford 6/6 n/a n/a n/a
Lord Wolfson
3
6/6 n/a 2/2 1/2
1. Claudia Arney was Chair of the Remuneration Committee pending Karen Jones becoming Chair on her joining the Board on 1 June 2021.
2. Karen Jones joined the Board on 1 June 2021. Absence due to commitments prior to her joining the Board which could not be altered.
3. Lord Wolfson stepped down from the Remuneration Committee on 16 November 2021. Absence due to a prior commitment.
Appointment and election of Directors
The identification and appointment of our Non-Executive
Directors was an important factor in establishing our new
governance structure on IPO. A full, detailed search was
undertaken, led by executive search firm Egon Zehnder, to
find individuals with the right mix of skills and experience for
our business and ambitions. This is described in more detail
in the Report from the Nomination Committee on page 84.
All of our Directors have service agreements or letters
of appointment and the details of their terms are as set
out in the Directors’ Remuneration Report. The Chair and
Non-Executive Directors are expected to devote necessary
time to perform their duties properly. This is expected to
be approximately two to three days per week for the Chair
and two days per month for the Non-Executive Directors.
The Chair and Committee Chairs may be required to spend
additional time over and above this to carry out their
extra responsibilities. Any external appointments require
prior Board approval.
The Board considers all Directors to be effective and
fully committed to their roles and to have sufficient time
to perform their duties. The Board has delegated to the
Nomination Committee the responsibility for monitoring the
Non-Executive Directors’ external roles and commitments
to ensure they remain able to devote an appropriate
amount of time to their roles at the Company. In line with the
recommendation of the Code, all Directors will be offering
themselves for election at the Company’s Annual General
Meeting (‘AGM’).
The service agreements and letters of appointment are
available for inspection at the Company’s registered office
during normal business hours. No other contract with the
Company or any subsidiary undertaking of the Company in
which any Director was materially interested existed during
or at the end of the financial year.
Board induction, training and information flow
The Non-Executive Directors each received a comprehensive
induction plan on joining the Board, including the following:
• a detailed overview of the operations of each key area
of the business through materials and meetings with key
members of the Executive Team;
• training on their statutory duties as directors of public
companies and the new governance structure for the
Board and its Committees; and
• meetings with the external auditor and advisers
as appropriate.
The Board is committed to continuing training and
professional development of Directors and intends to
continue to refine this process.
The Directors have continuous access to senior
management expertise and receive regular detailed
presentations on key areas of the business. Additionally,
Directors have access to the advice and services of the
Company Secretary and independent and professional
advice at the Company’s expense should they determine
that this is necessary to discharge their duties.
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80 deliveroo plc Annual Report 2021
Post-IPO a key focus of the Chair and the Committee Chairs
has been to work closely with the Company Secretary to
plan the annual calendar of Board/Committee meetings and
establish agendas to ensure that financial, regulatory and
governance requirements are met throughout the year,
as well as providing sufficient time to focus on strategy
and key areas of the business. Another focus has been
to establish an appropriate cadence for ways of working
to ensure that information is made available to Board/
Committee members on a timely basis and is of a quality
appropriate to enable the Board and its Committees to
effectively carry out their respective duties. The Chair and
the Committee Chairs continue to work with management
to improve the approach to agendas and papers, and to
discuss the information which would be most useful for
the Board and Committees to receive, including between
formal meetings.
An agenda and accompanying pack of detailed papers
are circulated to the Board in advance of each Board
meeting. Currently these include reports from the Executive
Directors, other members of senior management and
external advisers. Members of senior management may
be invited to present relevant matters to the Board. All
Directors are able to request additional information on any
of the items to be discussed. The Board receives monthly
financial information on the Company and updates on
litigation, compliance and other key matters which may arise
between meetings.
Board and Committee evaluation and effectiveness
The Board conducted an effectiveness review of its
performance led by the Chair and supported by the
Company Secretary. The Senior Independent Director led
a review of the Chair. With the Committees constituted for
a short number of months since Admission, they did not
undertake a review but will do so in 2022.
As the Board had recently been constituted, the focus
of the review was to obtain feedback on progress with
Board effectiveness and ways of working so far, and to
seek recommendations for improvements, as well as to
consider the key priorities for the business and the Board
during 2022.
Common themes which emerged from this collective
feedback were as follows:
• The Board comprised high-quality, experienced individuals
with a good balance of diversity and relevant skills. Board
members were engaged, prepared carefully for meetings,
and the quality of debate was high and centred on the
right issues. The Chair showed collaborative leadership
and chaired the meetings well, ensuring that all voices
were heard and that the Board navigated difficult topics
constructively.
• There was good engagement between the Non-Executive
Directors and the Chair and between the Non-Executive
Directors and the Executive Directors (and wider Executive
Team) outside of Board meetings.
• As the Board was new and the Executive Team was getting
used to the heightened demands of public company
life, there could be improvements made to ensure more
effective communication between Board members and
between the Non-Executive and Executive Directors.
Also to ensure the right balance between Non-Executive
challenge and support of the Executive Directors.
To address this feedback the following was agreed.
• Board focus during 2022 should include strategy, the
review of key areas of the business, investor engagement
and Company culture.
• There should be more ‘physical’ Board meetings and
positive opportunities to engage outside the boardroom
to continue to build trust and a team dynamic.
• Board papers and information flow between Board
meetings should be improved. Papers should be more
focused and consistent in relation to what is being
communicated, the impacts on strategy/the business and
what is being asked of the Board.
• There should be more opportunities for the Non-Executive
Directors to learn about the business including site visits.
Although an externally facilitated review is required only
once every three years, the Board agreed that it would be
useful to hold an external review during the autumn 2022,
to provide the Board with useful insights having had time to
operate as a unit.
External directorships
It is recognised that non-executive directorships can
provide a further level of experience for Executives that
can benefit the Company. As such, Executive Directors may
usually take up one non-executive directorship (broadly
equivalent in terms of time commitment to a FTSE 350 non-
executive directorship role) subject to the Board’s approval
as long as there is no conflict of interest. Neither of the
Executive Directors currently has any other directorship
outside the Group.
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GOVERNANCE REPORT CONTINUED
Board leadership and
Company purpose continued
Board succession and diversity
Board succession planning is focused on ensuring the
right mix of skills and experience on the Board. All new
appointments are based on merit, keeping in mind that to
deliver our strategy we need a Board which is diverse and
inclusive. Consequently, we believe in the importance of
diverse Board membership, including in relation to gender,
social and ethnic backgrounds, cognitive and personal
strengths, tenure, and relevant experience.
The Board recognises the Hampton-Alexander Review target
for women to represent 33% of boards, and the Parker
Review target for wider diversity of at least one director
of colour on the board by 2021 for FTSE100 companies,
and by 2024 for FTSE250 companies. Accordingly, the
Board has agreed its aim to maintain these goals provided
this is consistent with the prevailing skills and diversity
requirements of the Company as and when seeking to
appoint a new Director. As at the date of this Report, the
targets for Board gender and wider diversity have been met.
Directors’ conflicts of interest
Directors have a statutory duty to avoid situations in
which they may have interests that conflict with those
of the Company unless that conflict is first authorised by
the Board. As permitted under the Companies Act 2006,
the Company’s Articles of Association allow Directors to
authorise conflicts of interest and, in accordance with its
terms of reference, the Board has established a policy and
set of procedures for managing and, where appropriate,
authorising actual or potential conflicts of interest. This is
monitored by the Nomination Committee.
Our Directors must report any changes to their commitments
to the Board, immediately notify the Company of actual or
potential conflicts or a change in circumstances relating to
an existing authorisation, and complete an annual conflicts
questionnaire. Any conflicts or potential conflicts identified
are considered and, as appropriate, authorised by the Board
in accordance with the Company’s Articles of Association.
As part of our year-end processes all situational conflicts
that have been authorised have been reviewed and it
was concluded that the potential conflicts had been
appropriately authorised, and that each Non-Executive
Director is able to dedicate sufficient time to the Company’s
affairs. No circumstances existed which would necessitate
that any prior authorisation be revoked or amended, and the
authorisation process continued to operate effectively.
Our relationship with stakeholders
The Board recognises that our business and our behaviours
impact our shareholders and other stakeholders, and that
stakeholder engagement is a key element of delivering
a sustainable business. This activity is taken across our
business at different levels of the organisation with steps
taken to ensure that the Board is aware of this activity and
can also engage with stakeholders as appropriate. The
Board receives regular updates from the CEO and the CFO on
these matters, as well as from senior management within
the business with particular expertise or responsibility for
dealing with the stakeholders involved. Information on our
key stakeholders, the Board’s s172 statement and how the
Board considered stakeholder interests during the year are
set out in the Stakeholder section on page 26.
Investors
The Board is committed to maintaining good
communications with existing and potential shareholders.
The Chair, CEO and CFO met, in line with COVID-19 protocols,
with a large number of shareholders as part of the IPO
process. Following the IPO, the CEO and CFO have met
with investors after each announcement relating to the
Company’s financial performance and otherwise as set
out below.
In relation to investor relations activity, the CEO, the CFO
and the Investor Relations team collectively held over 200
meetings with nearly 600 individual investors and analysts
during the year since the IPO. Since the end of 2021, Karen
Jones, our Remuneration Committee Chair, has met with
our largest shareholders and with certain proxy advisers
to discuss our Remuneration Policy. The Director of Investor
Relations provided regular updates to the Board on Investor
Relation activity including investor feedback and other
market matters.
Management also hosted webcasts for all reported results
and market updates to take questions from investors and
analysts to ensure an open dialogue with the market.
Presentations given to analysts and investors covering
the Group’s annual and interim results, along with all
results and other regulatory announcements as well
as further information for investors, are included
on the investor relations section of our website at
https://corporate.deliveroo.co.uk/. Further information on our
engagement with shareholders is set out on the next page
under Annual and General Meetings of shareholders.
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82 deliveroo plc Annual Report 2021
Whistleblowing
There is an appropriate mechanism for employees and
contractors to report any concerns regarding suspected
wrongdoing or misconduct. The Whistleblowing Policy is
made available to all employees and contractors on joining
the business and is published on the Group People Portal.
Training in this area is refreshed alongside other associated
topics, such as the Inside Information and Share Dealing
training that was delivered to all employees and contractors
in March 2021.
Any reports received are investigated by the People, Legal,
Risk, Control and Compliance or Regulatory Compliance
teams depending on the nature of the concern, with
significant findings reported to the Audit and Risk
Committee and the Board. Further information on this is in
the Audit and Risk Committee Report on page 86.
Annual and General Meetings of shareholders
All shareholders may ask questions by contacting us and we
usually encourage them to attend our AGM where they will
have the opportunity to interact with Board members and
ask questions.
The Notice convening the 2022 AGM will be made available
to shareholders in advance of the meeting. This will provide
shareholders with the appropriate time, as set out in the
FRC’s Guidance on Board Effectiveness, to consider matters.
Separate resolutions will be proposed on each substantially
separate matter. The results of the proxy votes on each
resolution will be collated independently by the Company’s
registrar and will be published on the Company’s website
after the meeting.
Fair, balanced and understandable
The Annual Report and Accounts is required, as a whole,
to be ‘fair, balanced and understandable’ and to provide
the information necessary for shareholders to assess
the Group’s position and performance, business model,
and strategy. The Audit and Risk Committee considered,
on behalf of the Board, whether the ‘fair, balanced and
understandable’ statement could properly be given on
behalf of the Directors. The Committee considered the
associated assurance processes (as set out on page 92)
and provided a recommendation to the Board that the fair,
balanced and understandable statement could be given on
behalf of the Directors. Based on this recommendation, our
Board is satisfied that it has met this obligation.
A summary of the Directors’ responsibilities in relation to
the financial statements is set out on page 137. The report
of the external auditor on page 138 includes a statement
concerning their reporting responsibilities.
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83Annual Report 2021 deliveroo plc
NOMINATION COMMITTEE REPORT
RIGOROUS AND
TRANSPARENT
As Nomination Committee Chair, I am pleased to present the
Committee’s first Report for the year ended 31 December 2021.
The role of the Committee is to establish formal, rigorous and
transparent procedures for the appointment of Directors to the
Board and senior executive officers of the Company. In addition, it
is responsible for reviewing the succession plans for the Executive
and Non-Executive Directors. More information on the Committee’s
responsibilities is set out on page 85.
Committee effectiveness
As the Committee has only been established for a short time, we have
not conducted a formal performance review but plan to do so during
FY2022 and will report on this in the 2022 Annual Report. The outcome
of the Board Effectiveness Review can be found on page 81.
Membership
In addition to myself as Chair, during FY2021 the Committee comprised
three independent Non-Executive Directors: Rick Medlock, Dominique
Reiniche and Lord Wolfson. Karen Jones CBE and Peter Jackson joined
the Committee on 1 January 2022 with the result that all of our
independent Non-Executive Directors currently sit on the Committee.
The Committee is considered to be independent for Code purposes as
it is comprised solely of independent Non-Executive Directors.
The Company Secretary is secretary to the Committee and the CEO,
Chief People Officer and other members of the senior management
team may be invited to attend for all or part of a Committee meeting
as appropriate.
Appointing the new Board and other activities
during the year
We engaged executive search firm Egon Zehnder in July 2019 to assist
with our search for the first independent Non-Executive Directors to
be appointed to the new PLC Board. A clear brief was set and a skills
mapping exercise undertaken to ensure that prospective candidates
would possess the right skills and experience to contribute effectively
to strategic and business discussions and to support the Company in
achieving its ambitions. The brief also ensured that candidates would
be the right fit in terms of our organisational culture particularly, to
ensure a strong, accessible and diverse Board. A shortlist of suitable
candidates was drawn up and interviews conducted by myself
and members of the pre-PLC Board. The Committee is satisfied that
Claudia Arney
Chair, Nomination Committee
Committee Members
• Rick Medlock
• Dominique Reiniche
• Lord Wolfson
• Karen Jones, CBE (1 January 2022)
• Peter Jackson (1 January 2022)
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84 deliveroo plc Annual Report 2021
Egon Zehnder has no other connection with the Company
or any of its Directors and that the advice it received is
independent.
I was appointed as Non-Executive Chair of the Company,
Rick Medlock as independent Non-Executive Director,
and Audit and Risk Committee Chair, Lord Wolfson as
independent Non-Executive Director and Tom Stafford as
Non-Executive Director, effective 19 March 2021. Although
as a standard listed company we are not obliged to comply
with the UK Corporate Governance Code, in recognition of
the importance of good governance we committed on IPO
that we would voluntarily comply with certain aspects of
the Code that the Board considers appropriate in light of
the nature of our business and strategy going forward.
As such, post-IPO we have continued to strengthen the
Board with the appointment of Dominique Reiniche as
Independent Non-Executive Director on 1 May 2021, Karen
Jones, who joined as independent Non-Executive Director
and Remuneration Committee Chair 1 June 2021, and Peter
Jackson, who joined as independent Non-Executive Director
on 1 January 2022. Karen was also appointed as our Senior
Independent Non-Executive Director from 1 January 2022.
Following from the experience we have gained from our
work since IPO and with the appointment of additional
independent Non-Executive Directors, the Committee
conducted a review of Board Committee composition with
changes made to rebalance Board Committee membership
and workload. The details of Committee composition are
set out in the relevant Committee reports. We are now fully
compliant with the Code in relation to the composition of
our Board and Committees.
The Committee’s other areas of focus during the year
included the consideration of culture and values within
Deliveroo – particularly diversity, equity and inclusion
(discussed in more detail below) – and the talent capability
within the Executive Team and other senior management.
These will continue to be important areas of focus for FY2022.
Diversity, equity and inclusion
The Board believes that its perspective and approach can
be greatly enhanced through diversity of gender, social and
ethnic backgrounds, cognitive and personal strengths, tenure
and relevant experience. We recognise that the delivery of our
strategy requires the promotion of a high-performing culture,
characterised by a diverse and inclusive workforce. This view
underpinned the approach taken to the independent Non-
Executive Director search described above, and going forward
the Board is committed to ensuring that this continues to
be the approach taken in respect of the composition of the
Board and the Executive Team. All recommendations for Board
and Executive Team appointments will be made on merit and
to secure an appropriate balance of skills and experience
across our leadership.
In terms of its current composition, the Board meets the
recommendations of the Hampton-Alexander Review relating
to gender diversity with three of our nine Board members
(one third) being women. This includes myself as Chair of the
Board and this Committee, Karen Jones as Remuneration
Committee Chair and Senior Independent Non-Executive
Director and Dominique Reiniche as our Employee Non-
Executive Director. In relation to wider diversity we also
meet the recommendations of the Parker Review, in respect
of Will Shu our Founder and Chief Executive Officer. Looking
to the future, the Committee will ensure that all longlists
of potential Board and senior leadership appointments
appropriately reflect diversity of gender and ethnicity.
In terms of our senior managers as at 31 December 2021,
66.1% of our leadership were male versus 33.9% female.
Details of gender diversity across the wider business can be
found in the People section on page 66. This data shows that
there is still much work to be done in this area, particularly
in increasing opportunities for women to move into senior
roles. This will be an important area of ongoing focus for
the Company and will be monitored by the Committee in
the coming year. More information about wider diversity,
equity and inclusion at Deliveroo and the range of initiatives
planned and underway can be found in our People section
on page 66. Our Gender Pay Gap Report can be found on our
website on https://corporate.deliveroo.co.uk/.
Director induction and training
All new Directors received full inductions on joining the
Board including induction materials relating to key areas
of the business, one-to-one sessions with the Chair
and members of the Executive Team, and site visits. In
recognition of the Company’s recent IPO, all Directors
undertook training on their statutory duties and on the
effective operation of public listed company boards. Further
details on the Board’s induction and training processes are
set out on page 80 of the Governance Report.
Claudia Arney
Chair, Nomination Committee
24 March 2022
ROLES AND RESPONSIBILITIES
The roles and responsibilities of the Committee include:
• The regular review of the structure, size and
composition of the Board to ensure it has the
proper balance of skills, experience, independence,
and diversity.
• Making recommendations to the Board in relation to the
composition of its committees.
• Succession planning for Directors and senior executives,
including oversight of the development of a diverse
pipeline for succession, with a view to addressing the
leadership needs of the Company to ensure that it can
continue to compete effectively in the marketplace.
• Identifying and nominating candidates to fill Board
vacancies including managing the search process.
• Keeping under review potential conflicts of interests
of Directors disclosed to the Company and developing
appropriate processes for managing such conflicts
where necessary.
• Overseeing Board induction training and evaluation.
• Overseeing the Company’s policy, objectives and
strategy on Board, senior management and workforce
diversity, equity and inclusion.
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AUDIT & RISK COMMITTEE REPORT
MONITORING ALL ASPECTS OF
REPORTING AND RISK
As Chair of the Audit and Risk Committee, I am pleased to
present the Committee’s first Report as a listed company for
the period ended 31 December 2021.
The Committee fulfils a vital role in the Company’s
governance framework, providing valuable independent
challenge and oversight of the accounting, financial
reporting and internal control and risk management
processes. I joined the pre-IPO Company in October
2020 and took over as Chair of the pre-existing Audit
Committee which was reconstituted in its current form
shortly prior to Admission on 7 April 2021, when it adopted
the Committee Terms of Reference which can be found
at https://corporate.deliveroo.co.uk. Our key areas of
responsibility are set out on page 87.
There was significant work done in the run-up to IPO to
ensure that the Company has the appropriate corporate
governance foundations as a publicly listed company,
including robust policies and procedures in relation to
the assessment of risk, internal controls, and financial
accounting and reporting. This included the consideration
of the recommendations of the Financial Position and
Prospects Procedures (FPPP) Report produced by Deloitte
LLP, investment in resource and technology to improve
accounting controls, and the establishment of the
framework for the operation of the Committee.
The Committee met on four occasions from Admission
Rick Medlock
Chair, Audit & Risk Committee
Committee Members
• Dominique Reiniche
• Karen Jones (until 1 January 2022)
• Peter Jackson (1 January 2022)
Focus for 2022
• Continue to monitor PLC governance and ways
of working.
• Monitor our risk and internal controls
processes as these become further
embedded, including the establishment of our
internal audit function.
• Consider the key risks to the business.
• Consider TCFD compliance.
• Oversee the completion of planned accounting
process improvements and automation.
THE COMMITTEE FULFILS A
VITAL ROLE IN THE COMPANY’S
GOVERNANCE FRAMEWORK
PROVIDING VALUABLE
INDEPENDENT CHALLENGE
AND OVERSIGHT.”
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86 deliveroo plc Annual Report 2021
to 31 December 2021 with the focus on approving
the Committee’s ways of working and annual work
plan to the end of FY2022, the ongoing review of
progress against the recommendations set out
in the FPPP Report, briefings on our key risks and
approach to assessing risks, the monitoring of
ongoing improvements to accounting and other
processes (such as whistleblowing and adoption of
the Non-Audit Services Policy) and regular updates on
key litigation and compliance matters, information
and cybersecurity, rider matters and adequacy of
engineering and technology resource. The decision
was taken to create a separate internal audit
function and to appoint a Head of Internal Audit, who
joined the Company in December 2021. The Head
of Internal Audit will evolve the risk-based internal
audit plan and resource to establish the internal
audit function during FY2022. More detail on the
Committee’s work during 2021 and up to the date of
this Report is set out page 88.
An important area of Committee work is to oversee
the work undertaken by our external auditor, Deloitte
LLP (Deloitte). Deloitte was appointed as external
auditor with effect from FY2018. The external auditor
is required to rotate the audit engagement partner
every five years. The current engagement partner,
Mark Lee-Amies, began his appointment from the
2020 financial year. The Committee has carried out
a review of the effectiveness and independence of
Deloitte and has recommended to the Board that
it is reappointed as auditor at the Company’s 2022
AGM. Further information on the Committee’s role in
oversight of the external audit is set out on page 90.
The remainder of this Report contains the work of
the Committee and matters addressed by it during
the period, which should be read in conjunction with
the Independent Auditor’s Report from page 138
and the Group’s financial statements from page 146.
This includes the significant accounting matters and
issues relating to the financial statements that the
Committee assessed, which can be found on page 89.
Following a review of Board Committee composition
during the year, Karen Jones stepped down from
the Committee and Peter Jackson has joined the
Committee, in each case with effect from 1 January
2022. I would like to thank Karen for her contribution
during this first important year for the Committee.
As the Committee was constituted fairly recently
and with the changes to our membership, our first
Effectiveness Review will take place during FY2022.
Rick Medlock
Chair, Audit and Risk Committee
24 March 2022
KEY RESPONSIBILITIES
The Committee’s responsibilities include the following:
• Monitoring the integrity of the Group’s financial statements
and any formal announcements relating to the Group’s
financial performance, including the review of significant
financial reporting judgements contained in them.
• Consideration of the Group’s Viability Statement and going
concern assessment.
• Providing advice (where requested by the Board) on whether
the Annual Report and Accounts, taken as a whole, is fair,
balanced and understandable, and provides the information
necessary for shareholders to assess the Group’s position
and performance, business model, and strategy.
• Establishing the selection and appointment procedures
for an external auditor and the conduct of any competitive
tender process for the provision of external audit services
including making recommendations to the Board about the
appointment, reappointment, resignation or removal of the
external auditor.
• Overseeing the relationship with the external auditor,
including: reviewing the findings of the audit and external
auditor’s report as well as management’s responsiveness to
the external auditor’s findings; assessing the effectiveness
of the external audit process and quality (taking into
consideration relevant UK professional and regulatory
requirements); monitoring their effectiveness, independence,
qualifications and expertise; and negotiating and approving
the terms of engagement and remuneration.
• Developing and implementing a policy on the engagement
of the external auditor to supply non-audit services and
approving such services while considering the impact this
may have on auditor independence and reporting to the
Board on any improvement or action which may be required.
• Reviewing the arrangements for the employees to raise
concerns in confidence, about possible improprieties
in financial reporting or other matters with the aim of
allowing a proportionate and independent investigation and
appropriate follow-up action.
• Monitoring and reviewing the effectiveness of the Group’s
annual internal audit function.
• Advising the Board on the Group’s overall risk appetite,
tolerance and strategy and on the current risk exposures
and future risk strategy. This includes monitoring the
effectiveness of the Group’s Risk Management and Internal
Control Framework, including the adequacy and effectiveness
of the internal financial controls and whether risk
management is embedded within the Group, through regular
assurance reports from management, internal audit, external
audit and others on matters related to risk and control.
• Reporting to the Board on how the Committee has discharged
its responsibilities.
The Committee meets at least four times a year at appropriate
intervals in the financial reporting and audit cycle and
otherwise as required. The Committee has formal terms of
reference which can be viewed on the Company’s website at
https://corporate.deliveroo.co.uk. Committee attendance for the
period is set out on page 80.
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87Annual Report 2021 deliveroo plc
Committee membership and Code compliance
The Committee currently comprises three independent Non-
Executive Directors: Rick Medlock, Dominique Reiniche and
Peter Jackson. Karen Jones was a member of the Committee
during FY2021 and stepped down on 1 January 2022, when
Peter Jackson joined the Committee. The Committee is
considered to be independent for Code purposes as it is
made up solely of independent Non-Executive Directors.
The Company Secretary is secretary to the Committee. The
Board Chair, CFO, VP Finance, Head of Compliance, General
Counsel, Head of Internal Audit, external auditor and other
senior members of the finance team also routinely attend
meetings by invitation.
The Code stipulates the following:
• the Committee, as a whole, shall have competence
relevant to the sector in which the Company operates. All
Committee members have past employment experience
in either finance or accounting or senior management
roles and have knowledge of financial reporting and/or
international businesses. As such, the Board is satisfied
that the Committee, as a whole, has the relevant business
sector competence. Details of the Committee members’
experience can be found in their biographies on pages 72
to 74; and
• at least one Committee member should have recent and
relevant financial experience. Rick Medlock meets this
requirement as he has held a number of CFO positions
throughout his career and is a qualified chartered
accountant. Rick is also the Audit Committee Chair for
Smith & Nephew plc.
Main activities during 2021 and following
the year end
During the period from Admission until 31 December 2021
and following the year end the Committee focused on the
following key areas:
• Committee annual calendar and agenda planning.
• The adoption of the Committee’s terms of reference.
• Corporate governance matters including the ongoing
review of progress on the actions contained in the
Financial Position and Prospects Procedures (FPPP) Report
as well as other regulatory updates.
• Review of principal risks, risk management and internal
controls processes and monitoring the appointment of
the Head of Internal Audit.
• Review and approval of new and/or amended policies
including the Non-Audit Services Policy.
• Regular updates on: information and cybersecurity;
general accounting processes and subsidiary financial
statement preparation and audit improvements; tax
matters; litigation; engineering and technology resource;
insurance; and the evolution of whistleblowing policy/
procedures.
• Review and approval of the external audit plan, audit
fees, reports from the external auditor and subsequent
audit findings.
• Review of the UK Corporate Governance Code
requirements relating to year-end matters including,
among others, the review of the Group’s accounting
policies, key accounting judgements, significant financial
reporting matters, principal risks, going concern and
viability, the effectiveness of the Group’s risk management
and internal control systems, and ‘fair, balanced and
understandable’ reporting in the 2021 Annual Report.
• Review of financial reporting matters including the
approval of market announcements for the interim
results, trading updates and the preliminary 2021 year-
end results as well as the review and approval of the 2021
Annual Report.
The Committee held one private session during FY2021 with
the external auditor, without members of management
being present.
Financial reporting and significant
financial judgements
The Annual Report seeks to provide the information
necessary to enable an assessment of the Company’s
position and performance, business model, strategy, and
principal risks.
The Committee assists the Board with the effective
discharge of its responsibilities for financial reporting, and
for ensuring that appropriate accounting policies have
been adopted and that management has made appropriate
estimates and judgements.
In preparing the financial statements for the period, there
were a number of areas requiring the exercise of a high
degree of estimation. These areas have been discussed
with the external auditor to ensure the Group reaches
appropriate conclusions and provides the required level
of disclosure. The significant issues considered by the
Committee in respect of the Annual Report are set out
on page 89.
AUDIT & RISK COMMITTEE REPORT CONTINUED
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88 deliveroo plc Annual Report 2021
Significant matters for the year
ended 31 December 2021 How the Committee addressed these matters
Revenue recognition Revenue accounting policies and recognition criteria have been assessed in relation to the
key streams: commissions, user fees, restaurant sign up fees and packaging. An element of
estimation and judgement is involved in relation to:
• identifying the principal in the elements of the transaction;
• accounting for customer credits; and
• deferral period for restaurant sign up fees.
In relation to the recognition of new customer acquisition and retention credits, IFRS 15
‘Revenue from contracts with customers’ does not specify requirements or guidance on the
treatment of such costs where the debit is in excess of the transaction price, i.e. in excess of
the delivery fee for which the consumer is our customer. As such, judgement is applied in the
classification of such costs.
Based on detailed reports and discussions with management and the external auditor, the
Committee reviewed and assessed the timing and appropriateness of the adopted revenue
recognition policy under IFRS15 and is satisfied that the judgements made were reasonable.
Provisions and
contingent liabilities
The group is subject to various legal and regulatory investigations and challenges across its
jurisdictions. Judgement is applied in assessing each matter on a case by case basis, with
reference to the criteria set out in IAS 37 Provisions, contingent liabilities and contingent
assets and all the available information in relation to each case, including the existence of
an obligation, scope of any claims and the likelihood of any associated economic outflow,
the availability of reliable data for the quantification of any economic outflow, is reviewed to
determine whether a provision or a contingent liability is indicated, and if so the measurement
of the amount.
Going concern and
viability statement
reporting
The Committee discussed the Group’s considerations in assessing the appropriateness of
adopting the going concern basis of accounting and considered the financial statement
disclosures in respect of adopting the going concern basis in preparing the financial
information. The Committee concluded that adopting the going concern basis and the
disclosures given were appropriate.
The Committee discussed the key assumptions used in evaluating the long-term viability of the
Group, the time period for the Viability Statement and the stress and reverse stress testing
used as a basis for conducting the overall assessment. The Committee concluded that the
assumptions made and the wording included in the Viability Statement were appropriate.
Other matters Capitalised development costs – judgement is exercised in identifying the development
projects which meet the recognition criteria set out in IAS 38 Intangible assets, and the
committee has reviewed management’s proposed revised approach for the identification and
measurement of recognisable costs. The new approach focuses on obtaining more granular
project-by-project information on a quarterly feedback cycle, to ensure that there is a regular
review of ongoing projects which meet the criteria for capitalisation, and ensure that the
measurement of those costs can be done reliably.
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89Annual Report 2021 deliveroo plc
External auditor
The Committee’s responsibilities include making a
recommendation on the appointment, reappointment
and removal of the external auditor and overseeing their
effectiveness and independence. The Committee assesses the
qualifications, expertise, resources and independence of the
external auditor and the effectiveness of the audit process.
During the period the Committee approved the terms of
engagement with Deloitte for FY2021, the external audit
plan and the proposed audit fee. The Committee reviewed
the audit process and the quality and experience of the
audit partners engaged in the audit, and also considered
the extent and nature of challenge demonstrated
by the external auditor in its work and interactions
with management. The Committee also assessed the
performance of the external auditor in respect of the
overseas subsidiary audits. Auditor independence and
objectivity was assessed including the nature of other work
undertaken for the Group as set out below.
The Committee considers that the Company has complied
with the Statutory Audit Services for Large Companies
Market Investigation (Mandatory Use of Competitive Tender
Processes and Audit Committee Responsibilities) Order 2014
for the financial year under review.
Non-audit services
The Committee recognises that the independence of the
external auditor is an essential part of the audit framework
and the assurance that it provides. In line with the Financial
Reporting Council’s (FRC) Ethical Standard, the Committee
has adopted a policy which sets out a framework for
determining whether it is appropriate to engage the Group’s
auditor for non-audit services and for pre-approving
non-audit fees. The overall objective of the policy is to
ensure that the provision of non-audit services does not
impair the external auditor’s independence or objectivity.
The total value of non-audit services that can be billed by
the external auditor will normally be restricted by a cap set
at 70% of the average audit fees for the preceding three
years, as defined by the FRC.
The policy sets out the nature of non-audit services for
which the auditor may be engaged, as long as the Committee
is satisfied that the safeguards proposed by the auditor
are sufficient to mitigate any real or perceived threats to
their objectivity or independence. The following annual limits
and approvals will apply to non-audit fees subject always
to the review and approval twice annually of any non-audit
projects approved by the VP Finance or the CFO.
• In any one financial year, the VP Finance has the authority
to approve projects which, in aggregate, do not exceed
£100k, in anticipated or approved fees.
• Where, in aggregate, anticipated and approved non-audit
fees, in any one financial year, exceed £100k, but are less
than £250k, the projects must be approved by the CFO.
AUDIT & RISK COMMITTEE REPORT CONTINUED
• Where, in aggregate, the anticipated and approved
fees, in any financial year, exceed £250k, the project(s)
must be approved by the Committee, in advance of any
formal commission.
During FY2021 the external auditor was engaged to provide
permitted non-audit services in relation to the IPO which
completed in April of £1.7 million. (FY2020: £0.9 million of non-
audit services fees were paid.) Details of the fees paid to the
external auditor during the financial year can be found in
note 26 to the financial statements.
Evaluation of internal controls
The Board is ultimately responsible for the Group’s system of
internal controls and risk management and it discharges its
duties in this area by:
• determining the nature and extent of the principal risks
it is willing to accept in achieving the Group’s strategic
objectives (the Board’s risk appetite); and
• challenging management’s implementation of effective
systems of risk identification, assessment and mitigation.
The Committee is responsible for reviewing the
effectiveness of the Group’s internal control framework
and risk management arrangements. The system of internal
controls is designed to manage rather than eliminate the
risk of not achieving business objectives and can only
provide reasonable and not absolute assurance against
material misstatement or loss. This process complies with
the Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting issued by the FRC.
It also accords with the provisions of the Code.
Details of the Group’s risk management process and the
management and mitigation of principal risks together with
the Group’s Viability Statement can be found in the Risk
Report on page 57 and Viability Statement on page 64.
The Board, through the Committee, has carried out a robust
assessment of the principal risks facing the Group and
agreed the nature and extent of the principal risks it is
willing to accept in delivering the Group’s strategy (the
Board’s risk appetite). It has considered the effectiveness
of the system of internal controls in operation across the
Group for the period covered by the Annual Report and up
to the date of its approval by the Board. This review covered
the material controls, including financial, operational and
compliance controls and risk management arrangements.
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90 deliveroo plc Annual Report 2021
Control environment
Our internal control framework is built upon established
entity-level controls which include mandatory training in
relation to the Group’s key corporate policies. The Group
defines its processes and ways of working through
documented standards and procedures which guide the
way the Group operates.
The key corporate policies include the following areas:
• Inside Information, Disclosure and Share Dealing;
• Whistleblowing;
• Related Parties and Conflicts of Interest;
• Anti-Bribery and Corruption;
• Anti-Facilitation of Tax Evasion;
• Anti-Fraud;
• Anti-Money Laundering; and
• Information Security.
There are established procedures for the delegation
of authority to ensure that decisions are made at an
appropriate level within the business dependent on either
the magnitude or nature of the decision.
Access to our IT systems and applications is designed to
be provided subject to access provisioning processes with
the principle of ‘least privilege’, as appropriate, to enable an
individual to perform their role and to enforce appropriate
segregation of duties within business processes.
On joining the Group all employees are required to confirm
that they have read and understood the key corporate
policies, as well as other policies and standards that
specifically relate to their role.
The Group continues to strengthen the control environment
by embedding the Risk Management and Internal Control
Framework within each function. A summary of the key risk
management activities undertaken by the Group is included
in the Risk Report on page 57 and Viability statement
on page 64.
During FY2021 the Risk, Control and Compliance team, with
the help of ‘risk owners’, was responsible for administering
the Risk Management and Internal Control Framework and
for reporting to the Committee on the status of agreed
enhancements to key controls, particularly in respect of
the automation of those controls. In the absence of an
Internal Audit function, the Risk, Control and Compliance
team performed focused testing of certain key controls,
particularly in areas of fraud risk. The Compliance Roadmap
for 2021 was agreed with the Committee.
The Group continues to develop its ‘three lines of defence’
assurance model with the objective of embedding effective
risk management and control throughout the business and
providing assurance to the Board and the Committee of
the effectiveness of internal control and risk management
across the organisation.
This comprises the following:
• First line of defence – Functional management who are
responsible for embedding risk management and internal
controls into their business processes.
• Second line of defence – Functions that oversee or
specialise in risk management and compliance-related
activity. They monitor and facilitate the design and
implementation of effective risk management and control
activities by the first line. These functions include Risk,
Control and Compliance; Regulatory Compliance; Finance;
Information Security; Legal; and Company Secretariat.
• Third line of defence – Functions that provide
independent objective assurance to the Board, Audit and
Risk Committee and senior management regarding the
effectiveness of the first and second lines of defence.
For FY2021 the Risk, Control and Compliance Team fulfilled
an element of this role. From FY2022 this will include
the Head of Internal Audit, who joined the Company in
December 2021.
Internal audit
The Internal Audit function provides independent,
objective assurance that the first two lines of defence
are operating effectively and advice on how they could
be improved. Tasked by, and reporting to the Committee,
it provides an evaluation, through a risk-based approach,
on the effectiveness of governance, risk management
and internal control to the Board, the Committee and
senior management. The Head of Internal Audit joined the
Company in December 2021 and reports to the CFO with an
independent reporting line to the Committee Chair. The Head
of Internal Audit will evolve the risk-based internal audit plan
and resource to establish the internal audit function during
FY2022, and will provide regular reports to the Committee on
progress with establishing the function and its activities. The
Committee will assess the effectiveness of the internal audit
function on an annual basis.
Whistleblowing
As required by the Code, it is important to ensure there is
an appropriate mechanism for employees and contractors
to report any concerns regarding suspected wrongdoing or
misconduct and that the Board should routinely review this
mechanism and the reports arising from its operation. The
Committee receives regular reports on this, and assists the
Board in ensuring that adequate arrangements are in place
for the proportionate and independent investigation of such
matters as well as appropriate follow-up action, with the
findings reported regularly to the Board.
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91Annual Report 2021 deliveroo plc
Whistleblowing continued
The Whistleblowing Policy is made available to all employees
and contractors on joining the business and is published
on the Group People Portal. We refresh training in this area
alongside other associated topics, such as the Inside
Information and Share Dealing training that was delivered
to all employees and contractors in March 2021.
The People, Legal, Risk, Control and Compliance or
Regulatory Compliance teams investigate any reports
received depending on the nature of the concern. The
Group provides employees and contractors with a form
that enables anonymous reporting if the reporter does not
wish to disclose their identity. The investigation outcomes,
significant findings and status are reported to the
Committee on a regular basis.
Financial reporting
Management is responsible for establishing and maintaining
adequate internal controls over financial reporting. These
are designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external reporting purposes.
The financial reporting internal control system covers the
financial reporting process and the Group’s process for
preparing consolidated accounts. It includes policies and
procedures which require the following:
• the maintenance of records that, in reasonable detail,
accurately and fairly reflect transactions including the
acquisition and disposal of assets;
• reasonable assurance that transactions are recorded
as necessary to permit preparation of Financial
Statements in accordance with International Financial
Reporting Standards; and
• reasonable assurance regarding the prevention or timely
detection of unauthorised use of the Group’s assets.
There are also specific disclosure controls and procedures
around the approval of the Group’s Financial Statements.
AUDIT & RISK COMMITTEE REPORT CONTINUED
Fair, balanced and understandable
assurance framework
The Board recognises its duty to ensure that the Annual
Report and Accounts, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the Group’s position
and performance, business model and strategy. The Board
requested that the Audit and Risk Committee undertake
a review and report to the Board on its assessment.
The key elements of the assurance framework for the
assessment are as follows:
• the process by which the Annual Report and Accounts
were prepared, including detailed project planning and
a comprehensive review process;
• review of the drafting and verification processes
and drafts of the Annual Report and Accounts by the
Annual Report Steering Committee;
• comprehensive reviews undertaken by the Executive
Directors, members of the Executive Team and other
members of senior management to consider content
accuracy, regulatory compliance, messaging and balance;
• the review of the Annual Report and Accounts by the
Audit and Risk Committee placing reliance on the
experience of the Committee members;
• reports prepared by senior management regarding
critical accounting judgements and key financial
areas; and
• discussions with, and reports prepared by, the
external auditor.
The Committee received confirmation from management
that the assurance framework had been adhered to for the
preparation of the 2021 Annual Report.
The Committee provided a recommendation to the Board
that the ‘fair, balanced and understandable’ statement
could be given on behalf of the Directors. The Board’s
confirmation is set out on page 83.
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92 deliveroo plc Annual Report 2021
1. See Governance Report for information on attendance.
2. Stepped down from the Committee on 16 November 2021.
DIRECTORS’ REMUNERATION REPORT
CHAIR’S
ANNUAL STATEMENT
Key sections of this report
Section Page
Chair’s annual statement 93
Remuneration at a glance 100
Link between incentives and strategy 101
Remuneration Policy 102
Annual Report on Remuneration 120
Fairness, diversity and employee considerations 127
Other disclosures 130
As Chair of the Remuneration Committee, I am pleased to
present this first Report on Directors’ Remuneration since
Deliveroo’s Admission to the London Stock Exchange on
7 April 2021. I was appointed as the Chair of the Committee
on 1 June 2021.
This report is divided into three sections:
1. The Annual Statement which explains the full
background to the Committee’s work and our
approach to Directors’ remuneration.
2. The proposed Remuneration Policy (the ‘Policy’), which is
the Group’s framework for Directors’ remuneration and
will be put to a shareholder vote at the Annual General
Meeting (AGM) in May 2022 and, if approved, will be
binding from that date for three years.
3. The Annual Report on Remuneration, which sets out
the remuneration outcomes for the portion of the
financial year that the Group was incorporated up
to 31 December 2021, and details how we seek to
implement the Policy for FY2022.
Context for Deliveroo’s remuneration
As a Committee, it is our responsibility to make decisions
which support the Group’s long-term business strategy,
and which align with the Group’s culture as well as best
practice and high standards of corporate governance.
We are mindful that executive pay is an area of public
interest. In addition, the nature of our brand and business
and the complexity of our stakeholder base, which
includes our employees, restaurant and grocery partners,
customers, riders, wider communities, and shareholders,
mean that our remuneration practices must be clear and
transparent to all.
Karen Jones CBE
Chair of the Remuneration Committee
Committee members
1
• Karen Jones CBE (Chair) Independent
• Dominique Reiniche Independent
• Rick Medlock Independent
• Lord Wolfson
2
Independent
The Remuneration Committee (the ‘Committee’)
comprised four independent Non-Executive
Directors during the financial year. Lord
Wolfson stepped down from the Committee
on 16 November 2021. Consequently, the
Committee currently comprises three
independent Non-Executive Directors. The
Committee’s full terms of reference are
available on Deliveroo’s corporate website
at: https://corporate.deliveroo.co.uk/. Key
responsibilities and focus areas for the year for
the Committee are set out on page 99.
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93Annual Report 2021 deliveroo plc
DIRECTORS’ REMUNERATION REPORT CONTINUED
Chair’s annual statement continued
Context for Deliveroo’s remuneration continued
I would like to take this opportunity to explain the rationale
for our approach to executive remuneration and how we
developed our Policy. In anticipation of the Company’s
listing on the London Stock Exchange, an extensive review
of executive remuneration was undertaken to ensure the
Policy would be appropriate in a listed company context.
The Non-Executive Directors who were appointed at that
time developed key aspects of the Policy with input and
support from the Company, its major shareholders, financial
advisers, and independent remuneration advisers. In our
IPO prospectus, we set out details of the key features
of the Group’s approach to executive remuneration. The
proposed Policy is in substantially the same form as we set
out in the IPO prospectus. In early 2022, the Committee also
conducted an extensive shareholder consultation exercise
on the proposed Policy, with our major shareholders
representing approximately 77% of our issued share capital
and proxy advisers (Institutional Shareholder Services, Glass
Lewis and the Investment Association). The consultation
exercise provided shareholders and proxy advisers with
an opportunity to comment on the Group’s approach to
remuneration and the rationale for the proposed Policy. No
changes were made to the proposed Policy following the
shareholder engagement exercise. More detail about the
shareholder consultation exercise is set out on page 97 in
this letter.
A key component of our growth strategy is to innovate and
invest to develop the best value proposition and to build a
durable competitive advantage. This includes creating the
most efficient logistics network for our platform and to
generate tech-driven efficiencies and innovation across
our marketplace and in our operations. To achieve this, it
is critical that we attract and retain the best, highly skilled
engineering and technology talent. We compete for this
talent in a highly competitive global marketplace, comprising
well-established online food delivery companies, new
market entrants, other online platforms and large global
technology companies and emerging competition from
the likes of independent restaurants, grocers and other
chains. This critical need to compete for talent effectively,
underpins our principles and remuneration framework to
ensure that we succeed in building value for shareholders.
We have sought to ensure that our remuneration framework
is flexible and competitive by providing for a significant
weighting on variable remuneration for our Executive
Directors. This is consistent with the leveraged pay models
offered by many of our competitors, whilst still ensuring
that our overall incentive levels are capped and consistent
with UK plc pay models. The Policy also provides flexibility
to enable the use of restricted shares in exceptional
recruitment circumstances to reflect remuneration
practices adopted by our global competitors for talent.
To meet our strategic objectives and in light of these factors,
the Committee believes that it has struck the right balance
between reflecting the very real market pressures we
experience for key specialist talent with our obligations as
a UK listed company and the accompanying market norms
and shareholder expectations.
Fixed remuneration
Salaries for the CEO and CFO have been set at £600,000 and
£500,000 per annum, respectively. There will be no further
increases for FY2022.
Annual bonus
In May 2021, targets were set for the FY2021 annual bonus
based on the Board approved budget. The FY2021 annual
bonus was based purely on financial measures related to
the Group’s financial and operational KPIs. The measures
were growth in Gross Transaction Value (GTV)*, adjusted
EBITDA* and gross profit margin (as % of GTV)* (the latter
acting as a downward multiplier).
The maximum annual bonus opportunity for the CFO was
180% of salary. One-half of any payout is delivered in cash
with the remaining half deferred into shares. Shares will
vest after three years subject to continued employment.
The annual bonus aligns with the delivery of our annual
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
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94 deliveroo plc Annual Report 2021
CORE REMUNERATION STRUCTURE
Summary of our core remuneration structure
Deliveroo’s ongoing (post-IPO) Executive Director remuneration structure consists of three components:
1 Fixed remuneration
Comprises salary, benefits
and pension.
2 Annual bonus plan
In the form of cash and deferred
shares linked primarily to challenging
financial annual performance targets
based on the delivery of the Board
approved budget (the ‘annual bonus’).
3 Long-term incentive plan
In the form of shares linked to multi-
year strategic performance targets
(the ‘PSP awards’) measured over
three years with a two-year post-
vesting holding period.
budget commitments and, through deferral, ensures that
a substantial amount of the annual bonus remains aligned
with long term creation of value for shareholders. The CEO,
Will Shu, does not currently participate in the annual bonus
and this will be the case for the duration of the Policy period.
Long-term incentive plan
For the PSP awards, the Committee has set the normal
annual maximum opportunity for Executive Directors
at 600% of salary. The CEO, Will Shu, does not currently
participate in PSP awards and this will be the case for the
duration of the Policy period.
In the case of recruitment, an exceptional one-off limit applies
to the PSP awards of up to 750% of salary. This can be used
together with a one-off restricted share award (the ‘RSP
award’) equal to 750% of salary. The Committee retains
flexibility to use these exceptional one-off limits to support
the remuneration principles around hiring talent in a highly
competitive global marketplace where levels of variable pay
can be significantly higher. However, the Committee will use this
flexibility only when it is considered to be in the best interests
of the Company and its shareholders. The exceptional limits
will only ever be applied on a one-off basis for a new recruit,
therefore, in future years the individual will be granted the
normal PSP award maximum under the Policy (600% of salary).
In assessing the appropriate level of ‘sign-on’ equity incentive,
the Committee will take into consideration a range of factors
including any buy-out awards which, for the avoidance of
doubt, are outside of these limits, subject to the proviso that
we will not pay more than we consider necessary to attract
talent of the required calibre. As part of our annual plan
and budget, management has developed a very thoughtful
strategy around our technology organisation and the
approach to tech hiring which embodies the key principles
that top quality leadership will ultimately: (i) dictate the quality
of talent across the organisation, particularly in relation to
problem solving and the building up of unique expertise;
and (ii) ensure that we have the critical expertise to realise
our ambitions faster. Consequently, the assessment of any
‘sign-on’ incentive by the Committee will include a careful
consideration of whether this would represent an appropriate
alignment with our overall tech hiring strategy.
The Committee recognises that the Group’s long term
incentive opportunity levels are high and that one-off RSP
awards are not common in the UK PLC environment. However,
as noted above, these tools will be used carefully to ensure
that we can compete for the best talent with the right skills
as we seek to execute on a very ambitious and challenging
growth strategy, and they remain lower than opportunity
levels offered by some of our key competitors. The
Committee believes that our remuneration approach aligns
the long term interests of executives and shareholders,
as the Executive Directors will only earn exceptional total
remuneration levels if challenging long term performance
targets are met and the Group maximises enterprise value.
Strategic report Governance report Financial report
95Annual Report 2021 deliveroo plc
OUR REMUNERATION POLICY
This diagram sets out the key features of the Policy. Our Policy is forward looking and, if approved, is intended to govern
the remuneration of the Company following Admission for three years from the date of the AGM.
Remuneration elements Year 1 Year 2 Year 3 Year 4 Year 5
Fixed pay
Salary
Salary
Fixed pay
Benefits and pension
Annual bonus
(Malus and clawback provisions apply)
Long Term Incentive Plan
PSP awards
(Malus and clawback provisions apply)
Shareholding requirements
Benefits and
pension
50% in shares
Three-year deferral period subject to continued service
Two-year holding period
Executive Directors build and maintain an 800% of salary minimum shareholding requirement
whilst in employment and two years post-employment
Up to 600% of salary (750% in exceptional circumstances)
Three-year performance period
50% in cash
Salary
DIRECTORS’ REMUNERATION REPORT CONTINUED
Chair’s annual statement continued
Pay arrangements for our Founder and CEO, Will Shu
Will Shu will not participate in the annual bonus and in
the PSP awards for the duration of this Policy period. This
decision was taken due to the size of Will’s shareholdings, his
founder status, and the Restricted Stock Units (RSU) award
which was granted to Will prior to the IPO.
Following extensive consultation and the approval of
shareholders, Will was granted 27,087,000 RSUs (as at
31 December 2021, 2,479,000 of these RSUs have vested)
as a one-off award. Details of this award were included in
the prospectus. This one-off RSU award underpins Will’s
ongoing incentivisation and retention in his role following
IPO. The shareholders felt that it would be meaningful to
award Will ‘real’ shares in the form of RSUs. As the value of
this award is dependent on Deliveroo’s share price, it aligns
Will’s interests directly with the interests of shareholders
over the long term. As the award is multi-year in nature
with vesting through to April 2028, it recognises Will’s role
in delivering long term sustainable value for shareholders
and wider stakeholders.
Due to the requirements under the remuneration reporting
regulations the one-off RSU award is included in the year
of grant and so it is included within the single figure of
total remuneration for FY2021. The award has been valued
based on the IPO price of £3.90 and this results in a value of
£105,639,000 for FY2021 single figure purposes. The actual
value of the RSUs at vesting will be based on the share
price at the time of vesting. There is a direct link between
the actual value of the RSU award and the shareholder
experience as the ability for Will to gain and lose value is
dependent on share price performance at a level which is
material to his total wealth.
The one-off RSU award was part of the remuneration agreed
whilst the Company was private and, therefore, it is not part
of the remuneration provided as a listed company. In line
with what was done previously at the vesting of Will’s RSUs, it
will be necessary for Will to sell shares to satisfy tax liabilities
on vesting. Further information on the one-off RSU award is
set out on page 121.
Performance and reward outcomes for FY2021
Business performance highlights
Deliveroo performed well in 2021, delivering an excellent
year of growth, making further UK market share gains,
strengthening our leading position in on-demand grocery
and continuing to scale our differentiated offerings, Plus
and Editions. This has translated into a good financial
performance with full year GTV* up 70% year-on-year
in constant currency*. Adjusted EBITDA* was a loss of
£(131) million compared to £(11) million in 2020, reflecting
the reversal of benefits from higher basket sizes during
Covid-related lockdowns, as well as increased investments
in marketing and technology to support future growth.
• Growth in GTV* was 70% (in constant currency*
and excluding Spain)
• Adjusted EBITDA* was (£(131) million (excluding Spain)
• Gross profit margin (as % of GTV)* was 7.5%
(excluding Spain)
Full details of the FY2021 performance targets and actual
performance against the targets are set out on page 123.
As a result of FY2021 performance, the formulaic outcome for
the CFO, Adam Miller, was 80% of the maximum opportunity,
resulting in an outcome of £720,000. Fifty percent (50%) of
the annual bonus will be paid in cash and the remaining 50%
will be paid in deferred shares which vest in three years
(DSP awards).
The Committee undertook a robust review of the formulaic
outcome for FY2021 and considered a range of reference
points as part of its review, including the outcomes relative
to the Board approved budget, Deliveroo’s progress
against its long term strategic plans, the wider stakeholder
experience during FY2021 and the inputs and efforts of the
CFO during FY2021. No discretion was exercised to adjust
the formulaic outcome. However, the Committee recognises
that Deliveroo’s share price has been volatile and when
reviewing the wider stakeholder experience, this was a
key consideration. As a result, the Committee decided that
the IPO price of £3.90 will be used to calculate the number
of shares that will be granted under the DSP awards (i.e.,
the deferred element of the annual bonus). By using the
IPO price to determine the number of shares that will be
granted, this results in an implied reduction of the face
value of the overall annual bonus. The Committee believes
this approach appropriately reflects the shareholder
experience whilst also recognising the Group’s strong
operating performance and the performance of the CFO.
PSP awards in FY2021
The first PSP awards were made under the Deliveroo
Incentive Plan (DIP) to the CFO and the senior management
team on 15 May 2021. The PSP awards ensure continued
lock-in of the management team, which is critical to the
execution of our ambitious long term growth strategy.
Some of the management team, including the CFO, also
hold pre-existing Restricted Stock Units (RSUs) which will
continue to vest. The Committee believes that the PSP
awards together with the pre-existing RSUs helps to ensure
management maintain strong alignment with the long-
term performance of the Company and the interests of
shareholders. The CEO, Will Shu, does not currently participate
in PSP awards and this will be the case for the duration of
the Policy period.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
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96 deliveroo plc Annual Report 2021
The PSP awards are subject to stretching performance targets
based on a total shareholder return (TSR) performance
matrix covering both absolute and relative TSR. The TSR
matrix ensures that participants only receive payouts where
long term value is delivered to shareholders, which is the
Company’s priority. The matrix means that both absolute
and relative TSR must be exceptional for full payouts to be
delivered. Payouts occur on a straight-line basis between
each of the performance points, with the starting point
for measurement of TSR for Deliveroo being the IPO price of
£3.90. In line with our normal maximum long term incentive
opportunity, the CFO’s award was equal to 600% of salary.
The IPO price of £3.90 was used to calculate the number of
shares which were granted. On the actual date of grant of
the PSP award, the closing share price was £2.34. Therefore,
the face value of the PSP award was 360% of salary.
The Committee has discretion to adjust vesting outcomes
if it is felt they are not appropriate in light of the overall
underlying Company performance and shareholder
experience over the relevant period. Page 123 provides full
details of the performance targets.
Pre-Admission legacy incentives
Many members of our senior management team hold
equity incentives which were in place prior to Admission
to ensure ongoing retention, incentivisation and alignment
with shareholder interests. For the CEO and CFO, this includes
pre-existing RSUs which are subject to time-based vesting
only. Whilst these RSUs will continue to vest, they relate
to pre-Admission incentives and will not form part of the
Group’s ongoing remuneration arrangements.
Details of the RSUs were reported in the IPO prospectus and
for full transparency are set out in this Report on pages
121 to 122. Full details of the CEO and CFO’s share interests,
including those acquired as a result of the vesting of RSUs,
are set out on page 124 and we will continue to provide full
disclosure in future years.
Shareholder consultation
In early 2022 we conducted an extensive shareholder
consultation exercise with our major shareholders
representing approximately 77% of our issued share capital
and the main proxy advisers (Institutional Shareholder
Services, Glass Lewis and the Investment Association).
Many of our shareholders are pre-IPO shareholders and
are familiar with aspects of our Policy as its key features
were communicated in our IPO prospectus. However, the
Committee wanted to ensure that shareholders and proxy
advisers were provided with the opportunity to comment on
the Group’s approach to remuneration and the rationale for
the proposed Policy. The Committee found the engagement
process to be incredibly valuable and we are grateful for the
feedback that was shared both in relation to the proposed
Policy, but also more broadly on the development of the
Group’s executive remuneration framework. No changes
were made to the proposed Policy following the shareholder
engagement exercise. On behalf of the Committee, I would
like to thank all those who engaged with us during this
process. We remain dedicated to continuous and open
dialogue with our shareholders and proxy advisers. We
will also consider any feedback received at the AGM and
throughout the year.
Implementation for FY2022
The maximum opportunity for the PSP awards will remain
600% of salary. We recognise that our share price has been
volatile since the Company listed. To help ensure that we
mitigate against windfall gains we will grant PSP awards to
the CFO using a share price of £3.90 (the IPO price) if the
actual share price at the date of grant is below this.
The structure of the performance conditions has not
changed from the FY2021 PSP awards and vesting will remain
dependent on a matrix of absolute and relative TSR. While
there will be no change in the measurement of relative TSR
(vs the FTSE 100), the Committee has reviewed the approach
to setting the absolute share price targets to ensure that
they remain valid and challenging. These targets are set
out on page 126 and take into account: (1) the significant
differential between the current share price and the IPO
price of £3.90 and investor sentiment around technology
company valuations; (2) the number of shares awarded to
the CFO reflects the IPO price and not the current share
price which in effect reduces the face value of the award
to a more conservative level relative to the market; and
(3) the current macroeconomic environment and trading
conditions. Full details of the TSR matrix are set out on page
123. It is expected that the grant will take place following
our AGM in May 2022. As noted above, the CEO will not
participate in PSP awards during this Policy period. There has
been no change to the relative TSR targets from the FY2021
PSP award.
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97Annual Report 2021 deliveroo plc
Chair’s annual statement continued
Deliveroo employees
Our diverse and talented employees are critical to the
delivery of our strategy and our long term success. We are
committed to creating an inclusive working environment for
all our employees and to rewarding them in a fair manner.
Widespread equity ownership in the business is viewed as
culturally important and the majority of employees receive
equity-based awards. Share ownership enables employees
to think and operate as owners and is an important tool for
retention. On page 127 we have included information on our
total reward approach and our accomplishments towards
fostering an inclusive and engaging working environment.
The Committee is made aware of pay and employment
conditions throughout the Group and is mindful of this when
making decisions on executive pay. It is also responsible for
overseeing wider all-employee pay and ensuring incentives
support our Company purpose, culture and values. The
Committee receives regular updates from the Chief People
Officer on recruitment and reward matters and how these
align with the wider organisation, and has considered
specialist technical recruitment planning with the Chief
Product and Technology Officer.
The Board is committed to a constructive two-way dialogue
with our employees, to enable us to better reflect their
interests in future Company and strategic decisions, and
to help ensure that the Company is a great place to work.
As part of the Board’s work to better understand the views
of our people, Dominique Reiniche has been appointed
as the designated employee independent Non-Executive
Director, whose role it is to oversee engagement between
the Board and our employees. Dominique’s wide ranging
business expertise in both the UK and Europe will enable
her to contribute valuable insights as she engages with our
global employee base. Given the relatively short time since
the IPO, management has been working with Dominique to
develop an engagement strategy to enable her to listen to
employee views first-hand, and to ensure she receives the
right information about our employees and organisation.
Dominique receives reports on monthly feedback from
our employees through our Peakon surveys and discusses
the outcome with the Chief People Officer. A particular
initial focus for Dominique is progress with our Diversity,
Equity and Inclusion (DEI) initiatives and so she is meeting
with the Director of DEI and her team at the end of March.
More information on the ways in which we engage with our
employees and other key stakeholders can be found in the
Stakeholder section on page 26 and in the People section
on page 66.
Riders
We know there is a great deal of interest in the rider
community. As set out earlier in this Annual Report, riders
are a vital part of our three-sided marketplace and, given
their strategic importance to our business, matters
relating to riders are considered by the Board. As they are
not employees, Riders do not fall within the remit of the
Committee. For further information on riders please see our
Business Model section on page 15, Stakeholder section on
page 29 and Sustainability review on page 39.
Environmental, Social and Governance
considerations
We know how much environmental, social and governance
(ESG) matters to each of the communities of our
marketplace, as well as to our employees and other
stakeholders. We are conscious of the leadership role that
we must play on these matters. We are committed to taking
action to drive sustainability in our operations particularly, in
reducing plastic and food waste and carbon emissions, and
to supporting positive change for our consumers, riders,
and restaurant and grocery partners and the communities
in which we operate. We have set out in our Sustainability
review on page 35, the key pillars we will focus on as well
as some initial actions. The Committee is mindful of the
importance of linking executive pay to our ESG strategy so,
as we establish clear commitments in these areas, we will
set out how these will link to executive pay. As a first step
for FY2022, we are introducing an ESG measure in the annual
bonus and this will have a 10% weighting.
It is also our intention that for our PSP award in FY2023 we
will include an ESG performance measure that spans over a
multi-year performance period. We did consider including
ESG-related performance measures within the FY2022 PSP
award but determined it to be premature as it is important
that any long-term targets align to our strategy.
DIRECTORS’ REMUNERATION REPORT CONTINUED
Strategic report Governance report Financial report
98 deliveroo plc Annual Report 2021
WHAT ARE THE COMMITTEE’S RESPONSIBILITIES?
• Determine the Policy for the Company’s Chair, Executive
Directors, Company Secretary and other members of the
senior Executive Team.
• Determine the individual remuneration packages of the
Chair, the Executive Directors and the Company Secretary
within the approved Policy and the senior Executive Team.
• Review the appropriateness of the Policy on an ongoing
basis and make recommendations to the Board on
appropriate changes if required.
• Appoint remuneration consultants to advise if required.
• Oversee employee pay practices, including the operation
of the Group’s employee share schemes, ensuring that
incentives for employees support the culture and values
of the Company.
What are the key areas of focus for the Committee?
Focus areas for FY2021 (since IPO) Focus areas for FY2022
Establishment of the Committee work plan and ways of working. Continued shareholder engagement on the Policy.
Development of the Policy. Determining outturn of the FY2021 annual bonus targets.
Shareholder consultation on the Policy. Setting FY2022 annual bonus structure including targets.
Setting FY2021 annual bonus structure including targets. Setting FY2022 PSP award targets.
Setting FY2021 PSP award targets. Consideration of appropriate ESG metrics for the FY2022
annual bonus.
Employee pay alignment as part of Code requirements. Understanding employee pay arrangements.
Appointment of Committee advisers. Oversight on employee pay arrangements including
engagement on pay.
Preparation of the Directors’ Remuneration Report for FY2021. Monitoring developments in market practice.
Diversity and inclusion considerations
We are committed to creating an inclusive workplace with
gender equality and fairness at the heart of our practices
and policies. The Committee recognises there is work to do
on Deliveroo’s Gender Pay Gap and the balance of female
representation, particularly at senior levels within the
Company. Our aim is to drive sustainable change through
a multi-year action plan led by the Executive Team. As
a technology company we realise that there is a wider,
systemic issue of female representation in the industry, but
we are committed to being part of the solution. On page 69,
you can find more details on our Gender Pay Gap. Over the
last year the Company has made significant steps in our
approach to Diversity, Equity and Inclusion (DE&I) including
the appointment of a Director of Global Diversity, Equity and
Inclusion, who has since established a team dedicated to
DE&I matters and has instituted a number of initiatives to
attract and recruit more diverse talent. On page 68, you can
find more details about these initiatives.
Concluding remarks
The Committee has crafted a Policy which supports the
Group’s journey as a public company. It believes the Policy
sets out a balanced approach to remuneration and provides
Deliveroo with the necessary tools to attract, retain and
motivate executives in the extremely competitive global
market place in which we operate.
I look forward to your support for both the Directors’
Remuneration Report (subject to an advisory shareholder
vote) and the proposed Policy (subject to a binding
shareholder vote).
If you would like to discuss any aspect of this Remuneration
Report, I would be happy to hear from you. You can contact
me through the Company Secretary, Catherine Sukmonowski.
I will also be available at the Company’s AGM in May 2022 to
answer any questions.
On behalf of the Committee and the Board.
Karen Jones CBE
Chair, Remuneration Committee
24 March 2022
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99Annual Report 2021 deliveroo plc
Remuneration at a glance
What were the Executive Directors’ single figure outcomes for FY2021?
Director
Salary
1
£’000
Benefits
1
£’000
Pension
1
£’000
Annual bonus
2
£’000
PSP awards
vested
£’000
Other
3
£’000
Total single
figure
£’000
Will Shu (CEO) 519.2 13.8 9.2 — — 105,639.3 106,181.5
Adam Miller (CFO) 437.5 8.9 — 720 — — 1,166.4
1. Figures are pro-rated from the period of incorporation to the end of the financial year (25 February 2021 to 31 December 2021). The CFO opted out of receiving
a pension contribution in FY2021.
2. Figure represents the annual bonus for the full financial year.
3. On 5 March 2021, the Company granted the CEO 27,087,000 RSUs. As the RSUs were awarded in FY2021, it is a requirement under the Directors’ Remuneration
Reporting Regulations that they are included in the year of award and, therefore, these RSUs are included in the single figure for FY2021. The RSUs are included
based on the IPO offer price of £3.90.
Find out more information on single figure outcomes on page 120.
What was the annual bonus outcome for FY2021?
FY2021 is the first year of the operation of the annual bonus. The CFO had a maximum annual bonus opportunity of 180% of
salary. The CEO did not participate in the annual bonus. The annual bonus is subject to two financial performance measures
and a bonus moderator based on gross profit margin (as % of GTV)* under which the formulaic outcome can be reduced by
20% if the gross profit margin (as % of GTV)* is below 7.5%. The outcome for the CFO is summarised below. Fifty percent (50%)
is paid in cash and the remaining 50% is paid in the form of DSP awards. No discretion was exercised to adjust the formulaic
outcome. However, the Committee recognises that Deliveroo’s share price has been volatile and when reviewing the wider
stakeholder experience, this was a key consideration. As a result, the Committee decided that the IPO price of £3.90 will be
used to calculate the number of shares that will be granted under the DSP awards (i.e., the deferred element of the annual
bonus). By using the IPO price to determine the number of shares that will be granted, this results in an implied reduction
of the face value of the overall annual bonus. The Committee believes this approach appropriately reflects the shareholder
experience whilst also recognising the Group’s strong operating performance and the performance of the CFO.
Performance measures Weighting
Threshold
(25%)
Target
(50%)
Maximum
(100%) Actual
1
Gross profit
margin
(as % of GTV) *
Outcome
as a % of
maximum
Formulaic
outcome
Growth in GTV*
(constant currency*) 80% 47% 57% 67% 70%
7.50%
No
moderator
applied
100% £720,000
Adjusted EBITDA* 20% £(100.8)m £(84)m £(67.2)m £(131)m — £0
Formulaic outcome
for the CFO 80% £720,000
1. When assessing the FY2021 annual bonus, the Committee considered the outcome for growth in GTV* (in constant currency*), adjusted EBITDA*and gross profit
margin (as % of GTV)* threshold including results for Spain. The Committee concluded that there was no difference to the FY2021 annual bonus outcome.
Find out more information on the annual bonus outcome on page 120.
Were PSP awards granted in FY2021?
The first PSP award was granted to the CFO in May 2021 and was equal to 600% of salary in line with our normal maximum
opportunity. The IPO price was used as the basis for granting the number of shares under the PSP award (although as noted
in the Chair’s letter, the share price on the date of grant was significantly less than the IPO price). Performance will be
measured against a matrix of absolute and relative TSR. The CEO did not participate in a PSP award.
Find out more information on the FY2021 PSP award to the CFO on page 122.
DIRECTORS’ REMUNERATION REPORT CONTINUED
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
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100 deliveroo plc Annual Report 2021
Incentives under Policy
Other features of our incentive framework which support our strategy
Performance measures
GTV* growth
Why does this measure support our strategy?
2022 PSP awards
Relative and absolute
TSR matrix
TSR captures the market’s expectations of future Company growth;
as a result is aligned to the financial KPIs. The TSR matrix ensures that
participants only receive payouts where long-term value is delivered to
shareholders. The matrix means that both absolute and relative TSR must
be exceptional in order for full payouts to be delivered.
GTV* is directly aligned to our growth strategy and focuses our senior
Executive Team on our objectives regarding building the best market
proposition in our market, building long-term relationships with customers,
restaurants and grocers and increasing market penetration. It is a widely
used measure for understanding the total value spent by consumers on
our marketplace.
Adjusted EBITDA* in an important profitability metric and we use it in our
business operations, amongst other measures and key performance
indicators. It is considered to reflect the underlying trading performance
of the Group and is used, amongst other measures, to evaluate operations
from a profitability perspective.
Focus on performance-based pay
A high proportion of senior executive
remuneration is linked to variable,
performance-based pay and in particular long-
term incentives. This approach is cascaded
further down the organisation.
Long-term performance alignment
PSP awards vest after a three-year
performance period and are subject to a
further two-year holding period. Deferred
shares under the bonus are released three
years after being granted.
Shareholding requirements
Aligning reward with shareholder interests is
part of Deliveroo’s culture and enables our
talent to act and think as owners. Executive
Directors have very significant shareholdings
in the Company.
The use of an ESG measure in the FY2022 bonus is intended to clearly mark
our intent in this critical area for the Group. We are at the start of our ESG
journey and will continue to evolve our approach over time.
2022 annual bonus Adjusted EBITDA*
ESG metric
How is the Policy going to be implemented for FY2022?
Financial year 2022 2023 2024 2025 2026 Implementation for FY2022
Salary CEO: £600,000; CFO: £500,000
Pensions 5% of salary in line with employees
Benefits Normal benefits in line with Policy
Annual bonus Cash DSP awards
180% of salary subject to financial
and strategic targets
PSP awards Performance period Holding period
600% of salary subject to relative
and absolute TSR matrix – IPO price to be
used to calculate number of shares at grant
Shareholding
requirement To be built up over five years and maintained
800% of salary requirement
– CEO exceeds requirement
Find out more information on the Policy’s implementation for FY2022 on page 125.
How our incentive plan framework supports our business strategy
Deliveroo is growing quickly in a very competitive and fast changing sector which requires constant innovation to flourish.
Crucially, we need to ensure that we have the right people to achieve this – particularly in our engineering, product and data
science teams. We know that having the right team in these areas will yield a competitive advantage in both our day-to-day
operations as well as our longer-term investments. There is strong global competition for people with this skillset from
well-established online food delivery companies, new market entrants, other online platforms and large global technology
companies, as well as emerging competition from the likes of independent restaurants, grocers and other chains. This
critical need to compete for talent effectively in our markets underpins our principles and remuneration framework to
ensure that we succeed in building long term value for shareholders. Our strategy is set out in more detail on page 20.
To incentivise and reward delivery of performance over the short and longer term, the Committee carefully considers the
performance measures for the annual bonus and PSP awards based on our strategy, including the Group’s Key Performance
Indicators (KPIs). Our KPIs are set out in detail on page 22 including a detailed description of each KPI.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not
defined under IFRS. APMs are indicated in this document with an asterisk (*); definitions and further details are
provided on page 191.
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101Annual Report 2021 deliveroo plc
Remuneration at a glance continued
How our incentive plan framework supports our
business strategy continued
For our CEO, Will Shu, the one-off RSU award granted prior
to Admission underpins his ongoing incentivisation and
retention in his role following IPO. As the value of this award
is dependent on Deliveroo’s share price, it aligns Will’s
interests directly with the interests of our shareholders
over the long term. As the award is multi-year with vesting
through to April 2028, it recognises the importance of Will
delivering long term sustainable value for shareholders and
wider stakeholders.
Approach to performance target setting
The Committee has developed a process for setting
stretching targets to ensure that the annual bonus and
PSP awards support long term sustainable outcomes in
the best interests of shareholders and wider stakeholders.
Performance targets are set by taking into account
the following: the Board approved budget, the long
term business strategy, consensus forecasts, historical
performance and external market and trading conditions.
The Committee ensures that the performance targets
are suitably stretching so that exceptional reward is only
earned for exceptional performance.
Directors’ Remuneration Policy
This section contains Deliveroo’s proposed Directors’
Remuneration Policy (the ‘Policy’) that will govern and guide
the Group’s future remuneration payments. The Policy
described in this section is intended to apply for three
years and if approved will take effect following Deliveroo’s
2022 Annual General Meeting (AGM). The Policy has been
prepared in accordance with The Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations
2008 as amended and the provisions of the current
Corporate Governance Code and the Listing Rules. The Board
delegated its responsibility to the Remuneration Committee
of the Board (the ‘Committee’) to establish the Policy on
the remuneration of the Executive Directors and the Chair.
The Board has established the Policy on the remuneration
of the other Non-Executive Directors.
The Committee sets the Policy for Executive Directors and
other senior executives, taking into account the Company’s
strategic objectives over both the short and the long term
and the external market. The Committee addresses the
need to balance risk and reward. The Committee monitors
the variable pay arrangements to take account of risk
levels, ensuring an emphasis on long-term and sustainable
performance. The Committee oversees the operation
of employee pay practices, including the operation of
the Group’s employee share schemes, ensuring that
incentives for employees support the culture and values of
the Company.
In order to manage conflicts of interest, no Director or
employee participates in discussions pertaining to their
own remuneration. The Committee reviews the performance
of its external advisers on an annual basis to ensure that
the advice provided is independent of any support provided
to management.
In anticipation of the Company’s listing on the London Stock
Exchange (‘Admission’), an extensive review of executive
remuneration was undertaken to ensure the Policy would
be appropriate in a listed company context. At the time, the
Non-Executive Directors who were appointed developed
key aspects of the Policy with input and support from the
Company, its major shareholders, financial advisers and
independent remuneration advisers. The key features of
the Policy as it applies to our Executive Directors were set
out in the IPO prospectus.
In developing the Policy, the Committee was at all times
mindful that executive pay is an area of public interest
and that the nature of the Group’s brand and business and
the complexity of its stakeholder base, (which includes
employees, restaurant and grocery partners, customers,
riders, wider communities, and shareholders), mean that
remuneration practices must be clear and transparent
to all. The Committee has therefore sought to ensure that
full transparency is provided.
DIRECTORS’ REMUNERATION REPORT CONTINUED
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102 deliveroo plc Annual Report 2021
Development of the Policy
Deliveroo’s remuneration framework is underpinned by a core set of principles which are cascaded throughout the
business. The principles are designed to ensure that remuneration achieves the following objectives:
Objective Rationale
Competition for talent
A key component of our growth strategy is to innovate and invest to develop
the best value proposition and to build a durable competitive advantage. This
includes creating the most efficient logistics network for our platform and to
generate tech-driven efficiencies and innovation across our marketplace and in
our operations. To achieve this, it is critical that we attract and retain the best,
highly skilled engineering and technology talent. We compete for this talent in a
highly competitive global marketplace comprising of well-established online food
delivery companies, new market entrants, other online platforms and large global
technology companies and emerging competition from the likes of independent
restaurants, grocers and other chains.
In response to this, the remuneration framework is flexible and competitive by
providing for a significant weighting on variable remuneration for our Executive
Directors. This is consistent with the leveraged pay models offered by many of our
competitors, whilst still ensuring that our overall incentive levels are capped. The
Policy also provides flexibility to enable the use of restricted shares in exceptional
recruitment circumstances to reflect remuneration practices adopted by
our global competitors for talent but with the proviso that we will not overpay
for talent.
Attract, retain and motivate
senior executives
It is critical to the Group’s success that it attracts, retains and motivates talented
and experienced senior executives to execute the strategy and to innovate,
grow and scale our business for the best interests of our shareholders and
wider stakeholders.
The remuneration framework is designed to do this by providing highly competitive
long-term performance-based rewards, which will serve as a retention and
motivation tool.
Pay for exceptional
performance
The remuneration framework is designed such that there is a clear link between
remuneration outcomes, exceptional business performance and the generation
of long term sustainable value.
As the overall remuneration structure is heavily weighted towards long-term
incentives, this ensures that there is strong alignment between the interests of
executives, shareholders and wider stakeholders. Both the annual bonus and
long-term incentive awards are subject to stretching performance targets linked
to the annual business plan and longer-term strategy.
Acceptability in the UK listed
company environment
The Group is mindful that it is a UK listed company and so the key ongoing
components of the executive remuneration structure under the Policy align with
that followed by the majority of FTSE 100 companies. The Policy terms comply fully
with the UK Corporate Governance Code.
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Directors’ Remuneration Policy continued
Alignment with Provision 40 of the UK Corporate Governance Code
As part of its review of the Policy and based on its remit, the Committee has considered the factors set out in provision 40 of
the UK Corporate Governance Code (the Code). In the Committee’s view, the proposed Policy addresses those factors as set
out below:
Provision 40 (as stated in the Code) How the Policy aligns
Clarity
Remuneration arrangements should
be transparent and promote effective
engagement with shareholders and
the workforce
The Policy is simple and designed to support long-term, sustainable performance.
The Policy clearly sets out the performance conditions that will be used for the
annual bonus and long-term incentive plans, as well as the maximum potential
value of the elements of remuneration and the areas in which discretion can be
applied throughout the Policy.
The terms of the Policy are in line with UK corporate governance best practice.
As a result, it is well understood by participants, employees and shareholders alike.
The Committee proactively seeks engagement with shareholders, has processes
and mechanisms in place to engage with employees on remuneration matters and
is regularly updated on employee pay and benefits across the Group.
Simplicity
Remuneration structures should
avoid complexity and their rationale
and operation should be easy
to understand
Deliveroo’s remuneration structure comprises fixed and variable remuneration
through the use of market standard annual bonus and long-term incentive
structures. The performance conditions for variable elements are reviewed
regularly to ensure alignment with strategy and are clearly communicated to,
and understood by, participants.
Risk
Remuneration arrangements should
ensure reputational and other
risks from excessive rewards, and
behavioural risks that can arise from
target-based incentive plans, are
identified and mitigated
The majority of the Executive Directors’ total remuneration is weighted to the long
term and provided in shares and a shareholding requirement is in place (both in
employment and post-cessation). These features ensure clear shareholder
alignment and discourage unnecessary risk taking. Whilst long-term incentive
opportunity levels are highly competitive relative to UK companies of comparable
size because of our global talent pool, significant rewards will be earned only if
challenging long-term performance targets are met and Deliveroo maximises
shareholder value.
The Committee also retains discretion to override formulaic outcomes for
incentive plans. Malus and clawback provisions mitigate behavioural risks by
enabling payments to be reduced or reclaimed in specific circumstances.
Predictability
The range of possible values of
rewards to individual Directors and
any other limits or discretions should
be identified and explained at the
time of approving the Policy
The Policy sets out the maximum potential value for each element of remuneration
subject to the achievement of performance conditions. The potential total
remuneration outcomes are easily quantifiable and are set out in the illustrations
provided in the Policy. The Group’s share plans are subject to dilution limits set by
the Investment Association in respect of all share plans (10% in any rolling 10-year
period) and executive share plans (5% in any rolling 10-year period).
Proportionality
The link between individual awards,
the delivery of strategy and the long-
term performance of the Company
should be clear. Outcomes should not
reward poor performance
Remuneration is appropriately balanced between fixed and variable pay. The
annual bonus and long-term incentive plan reward the successful implementation
of the Group’s strategy over the short and long-term. The annual bonus aligns
with the delivery of our annual budget commitments and, through deferral,
ensures that a substantial amount of the bonus remains aligned with long-term
creation of value for shareholders. Under the long-term incentives, stretching
targets ensure payments are only made for strong corporate performance and
the successful execution of our strategy. The Committee will have discretion to
override formulaic outcomes to ensure that remuneration appropriately reflects
overall performance.
DIRECTORS’ REMUNERATION REPORT CONTINUED
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104 deliveroo plc Annual Report 2021
Provision 40 (as stated in the Code) How the Policy aligns
Alignment to culture
Incentive schemes should drive
behaviours consistent with
the Company’s purpose, values
and strategy
The annual bonus and long-term incentives plans are measured against performance
measures which underpin the Group’s culture and strategy. The weighting towards
long-term remuneration emphasises the Group’s long term sustainable performance,
which is a vital part of Deliveroo’s culture. Performance measures under the incentive
plans will also evolve to ensure they appropriately reflect the Group’s ESG strategy;
the FY2022 bonus incorporates a component relating to ESG, and from FY2023 it is
intended that a performance measure that spans over a multi-year performance
period will be incorporated into long term incentives.
Policy table for Executive Directors
The following table summarises each element of the Policy for the Executive Directors, explaining how each element operates
and links to the Group’s strategy. All references to shares in this Policy refer to Class A shares unless otherwise specified.
Base salary
Purpose To provide a base level of remuneration to attract, retain and motivate
Executive Directors with the necessary experience and expertise to deliver the
Group’s strategy.
Operation Salaries are set on appointment and will be reviewed annually; any changes are
normally effective from the beginning of the financial year. Where there is a change
in position or responsibility or if the Committee deems it appropriate, an out-of-cycle
review may be undertaken.
When determining base salary levels, the Committee will consider factors including:
• remuneration practices within the Group;
• change in scope, role and responsibilities;
• the performance of the Group;
• the experience of the Director;
• the economic environment; and
• when the Committee determines a benchmarking exercise is appropriate,
salaries within the ranges paid by the companies that the Committee believes
are appropriate comparators for the Group.
Maximum potential value There is no maximum limit. Any increase to Executive Directors’ salaries will
generally be no higher than the average increase for the UK employees. However, a
higher increase may be proposed in the event of a role change or promotion, or in
other exceptional circumstances.
Individuals who are recruited or promoted to the Board may, on occasion, have
their salaries set below the targeted policy level until they become established
in their role. In such cases, subsequent increases may be higher than the general
rises for employees until the target salary positioning is achieved.
Performance metrics N/A
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Directors’ Remuneration Policy continued
Remuneration Policy table for Executive Directors continued
Pensions
Purpose To provide market competitive retirement benefits.
Operation Executive Directors may be entitled to a contribution to the Group’s defined
contribution pension plan, a cash payment in lieu of pension (subject to normal
statutory deductions), or a combination of pension contributions and cash in lieu
of pension.
Maximum potential value Executive Directors are currently eligible to participate in the Group-wide defined
contribution pension plan on the same terms as the majority of UK employees.
The maximum value is either currently 5% of salary with the ability for an additional
Company match equal to 5% of salary or cash in lieu paid at the same rate. This
applies to both current and future Executive Directors. If there are any changes
to the contribution rates for the majority of the UK employee population, this will
also apply to current and future Executive Directors.
For Executive Directors based outside of the UK, local pension arrangements
will apply.
Performance metrics N/A
Benefits
Purpose To provide market competitive benefits which help to recruit and retain Executive
Directors.
Operation Executive Directors receive benefits which include, but are not limited to, private
health cover, UK and home country personal tax advice, filing services, free
Deliveroo Plus subscription (which is available to all employees) and the occasional
use of corporate private security from time to time, as necessary.
Other market standard benefits, including (but not limited to) one-off relocation
allowances or expatriate benefits, may be provided, as deemed appropriate
by the Committee. Different benefits may apply in the context of the Executive
Director’s location.
Maximum potential value Benefits are set at a level appropriate to the individual’s role and circumstances.
The maximum opportunity will depend on the type of benefit and cost of its
provision, which will vary according to the market and individual circumstances.
Performance metrics N/A
DIRECTORS’ REMUNERATION REPORT CONTINUED
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Annual bonus
Purpose To reward and incentivise the delivery of challenging annual financial and
operational targets linked to the delivery of the Board approved budget.
Operation The annual bonus is subject to performance measures set by the Committee
for the financial year. At the end of the performance period, which lasts for one
financial year, the Committee assesses the extent to which the performance
targets have been achieved and approves the final outcome.
One-half of the bonus earned will be paid in cash and the remainder will be
provided as a deferred award of shares under the Deliveroo Incentive Plan (DIP)
(the DSP award) which vests after three years subject to continued service. No
further performance conditions will apply to DSP awards.
Participants may be entitled to dividends or dividend equivalents (where
applicable) on DSP awards representing the dividends paid during the
vesting period.
Malus and clawback provisions apply as set out on page 110.
Maximum potential value The maximum bonus opportunity is 180% of salary for Executive Directors.
For threshold performance, 25% of the maximum opportunity will pay out.
For on-target performance, 50% of the maximum opportunity will pay out.
There is a straight-line payout between threshold and target and target and
maximum. There will be no payout if threshold performance is not achieved.
Performance metrics The annual bonus will be based on stretching financial, strategic and operational
measures with the majority of the bonus (at least 50%) being linked to financial
measures.
The Committee may amend the measures used each year in line with the Group’s
general business strategy as well as vary weightings from year to year.
The Committee will have the discretion to adjust bonus outcomes if it believes
the outcome is not a fair and accurate reflection of the business’ performance,
the individual’s personal performance and/or such other factors as the
Committee may consider appropriate, including but not limited to share price
performance. The exercise of this discretion may result in a downward or upward
movement in the amount of bonus earned resulting from the application of the
performance measures.
In exceptional circumstances where the Committee believes the original measures
and/or targets are no longer appropriate, the Committee has discretion to amend
performance measures and targets during the year.
Any adjustments or discretion applied by the Committee will be fully disclosed in
the following year’s Remuneration Report.
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Directors’ Remuneration Policy continued
Remuneration Policy table for Executive Directors continued
Long-term incentive plan
Purpose To reward and incentivise the delivery of long-term performance and shareholder
value creation linked to the business strategy.
Operation Long-term incentive awards are made under the DIP. Under the DIP, the Committee
may award Executive Directors annual grants of share awards which are subject
to performance conditions (PSP awards). PSP awards may be in the form of
conditional awards or nil or nominal cost options.
PSP awards will normally vest three years from the date of grant and vesting will
be subject to continued service and the achievement of stretching performance
measures. A two-year holding period will apply following the three-year vesting
period for PSP awards granted to the Executive Directors, during which the
Executive Directors may not normally dispose of their vested shares except such
number as is necessary to pay tax and social security contributions arising in
respect of their PSP awards.
Participants may be entitled to dividends or dividend equivalents (where
applicable) on the shares representing the dividends paid during the vesting and
holding period.
Malus and clawback provisions apply as set out on page 110.
Maximum potential value The normal annual maximum grant level of PSP awards for Executive Directors will
be 600% of salary. The maximum annual value of the PSP awards in exceptional
circumstances will be 750% of salary and this will only apply in the case of
recruitment of an Executive Director (discussed further on page 112).
No more than 25% of the PSP award will vest for threshold performance. There is
straight-line vesting between threshold and maximum and if the threshold level is
not achieved, no payment will arise.
Performance metrics Vesting of PSP awards will be based on challenging performance targets which will
relate to shareholder returns and financial, strategic and/or operational measures
linked to the Group’s business plan. The majority of the award (at least 50%) will
be linked to financial measures. The Committee will review and set measures,
weightings and targets before each grant to ensure they remain appropriate.
The Committee may change the balance of the measures, or use different
measures for subsequent awards, as appropriate.
In exceptional circumstances where the Committee believes the original
measures, targets and/or weightings are no longer appropriate, the Committee
retains discretion to amend performance measures, targets and/or the weightings
attached to performance measures part-way through a performance period.
The Committee will have the discretion to adjust PSP award outcomes if it
believes that the outcome is not a fair and accurate reflection of the business’
performance, the individual’s personal performance and/or such other factors as
the Committee may consider appropriate, including but not limited to share price
performance. The exercise of this discretion may result in a downward or upward
movement in the amount of PSP award earned resulting from the application of
the performance measures.
The treatment of PSP awards will be determined in accordance with the DIP rules
and any adjustments or discretion applied by the Committee will be fully disclosed
in the following year’s Directors’ Remuneration Report.
DIRECTORS’ REMUNERATION REPORT CONTINUED
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All-employee share plans
Purpose To encourage a wider sense of share ownership and ‘skin in the game’ across all
employees, including the Executive Directors and create further alignment with
shareholders’ interests.
Operation Executive Directors may participate in all-employee schemes operated by the
Group on the same basis as other eligible employees. Currently, the all-employee
schemes which have been established are the Deliveroo Share Incentive Plan
(SIP) and the Deliveroo Sharesave Plan (the ‘Sharesave’). Both plans are designed
to meet the requirements of tax advantaged UK all-employee plans and allow
participants to acquire shares in a tax-efficient manner.*
The SIP allows participants to buy and/or be awarded free shares. The Sharesave
allows participants to enter into a savings contract to buy shares under a linked
option. The Group may also operate other international all-employee share
schemes for employees outside the United Kingdom.
* Note: The SIP and Sharesave were established on Admission but as at the date this Policy is being
submitted for approval, they have not yet been operated.
Maximum potential value The limits applicable to the SIP and the Sharesave are in line with those allowed
under the relevant rules and the relevant tax legislation. The Board may determine
that different limits shall apply in the future should the relevant legislation change
in this respect and may determine that different limits apply for international all-
employee schemes.
Performance metrics N/A
Shareholding requirements
Purpose To align the interests of Executive Directors with shareholders over a long term
period including after departure from the Group, thereby ensuring Executive
Directors are committed to the Group’s future success.
Operation In-employment requirement
During employment, Executive Directors are required to build and maintain a
minimum shareholding of 800% of their base salary. The minimum shareholding
requirement is to be built up over a five-year period and then subsequently
maintained during employment.
1
Executive Directors are expected to retain all of the net of tax number of shares
they receive through the PSP awards and the DSP awards until the shareholding
requirement has been met. Progress towards the requirement will be reviewed
by the Committee on an annual basis.
Post-employment requirement
Executive Directors are required to hold shares after cessation of employment
to the full value of the shareholding requirement (or the existing shareholding if
lower at the time) for a period of two years. The post-employment shareholding
requirement will apply to all awards made after the approval of the Policy by the
Company’s shareholders. Shares purchased by Executive Directors using their own
funds will not be included in the post-employment shareholding requirement.
1
1. Note: in the case of the CEO, who currently owns Class B shares, these would be included in the calculation
of minimum shareholding requirements on the basis that Class B shares will convert to Class A shares and
have the same value.
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109Annual Report 2021 deliveroo plc
Shareholding requirements (continued)
Maximum potential value In-employment requirement
The shareholding requirement for Executive Directors is 800% of base salary.
The Committee retains the discretion to adopt a lower shareholding requirement
for new Executive Directors.
Post-employment requirement
Executive Directors will be expected to retain the lower of the shares held at
cessation of employment and shares to the value of 800% of salary for a period
of two years. In the case of newly appointed Executive Directors, the Committee
may impose a lower shareholding requirement.
Performance metrics N/A
Notes to the Policy table
Discretions retained by the Committee in operating the
incentive plans
The Committee operates the Group’s incentive plans
according to their respective rules and in accordance with
applicable tax legislation and Listing Rules where relevant. To
ensure the efficient operation and administration of these
plans, the Committee may apply certain discretions.
These include (but are not limited to) the following:
• determining the participants in the plans;
• determining the timing of grants and/or payments;
• determining the size of grants and/or payments (within
the limits set out in the Policy table);
• determining the appropriate choice of measures,
weightings and targets for the incentive plans from year
to year including any use of discretion to reduce the
outcome, as appropriate;
• determining “good leaver” status and the extent of vesting
and/or payment under the incentive plans;
• determining the extent of vesting of awards under share-
based plans in the event of a change of control; and
• making any appropriate adjustments required in certain
circumstances (e.g. rights issues, corporate restructuring
events, variation of capital and special dividends).
The Committee may also amend the Group’s incentive plans
in accordance with the rules of those plans and establish
plans for overseas employees based on those plans.
The Committee retains discretion to vary, substitute or
waive the performance conditions applying to outstanding
awards in exceptional circumstances if an event occurs
which causes the Committee to consider that the original
condition would no longer operate as intended. Any
amendment to the performance conditions can be made,
provided the Committee considers the amendment is
reasonable, within Policy constraints and, except in the
case of waiver, produces a fairer measure of performance
and is not materially less difficult to satisfy than the original
conditions would have been but for the event in question.
Malus and clawback
In line with UK corporate governance best practice, malus
and clawback provisions will apply to the annual bonus plan,
DSP awards, PSP awards and restricted share awards (‘RSP
awards’). The following provisions apply:
• Annual bonus: cash awards: malus will apply up to the
bonus payment and clawback will apply for a period of
two years after the bonus payment.
• Annual bonus: DSP awards: clawback will apply during the
period of three years following the payment of the cash
bonus to which the DSP award relates.
• PSP awards: malus will apply during the vesting period and
up to the date of vesting and clawback will apply for a
period of two years post-vesting.
• RSP awards: malus will apply during the vesting period and
up to the date of vesting and clawback will apply for a
period of two years post-vesting .
Malus and clawback provisions may be applied in the
following circumstances:
• discovery of a material misstatement resulting in an
adjustment in the historical audited accounts of the
Company or any Group company;
• where an annual bonus award or PSP or RSP award was
granted, or performance was assessed, based on an error
or inaccurate or misleading information;
• action or conduct of a participant amounts to fraud or
gross misconduct;
• events or the behaviour of a participant have led to
censure of the Company or Group by a regulatory
authority or cause significant detrimental reputational
damage; and/or
• material failure of risk management/and or controls or
corporate failure.
DIRECTORS’ REMUNERATION REPORT CONTINUED
Directors’ Remuneration Policy continued
Remuneration Policy table for Executive Directors continued
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110 deliveroo plc Annual Report 2021
Legacy incentives
As set out in the IPO prospectus, the Group has various legacy share and cash arrangements, some of which remain subject
to time vesting conditions post-IPO. These are summarised further under the section headed “Pre-Admission RSU awards” in
the Annual Report on Remuneration on page 121.
This Policy gives authority to the Group to honour any commitments entered into with current Executive Directors prior to
Admission or to internally promoted future Directors prior to their appointment or prior to shareholder approval and to
exercise any discretions or powers contained in those arrangements. Details of any payments under the legacy incentive
arrangements will be set out in future Directors’ Remuneration Reports as they arise.
Total remuneration by performance scenario
The composition and value of the Executive Directors’ remuneration packages at below threshold (minimum), target and
maximum performance scenarios are set out in the charts below. The CEO, Will Shu, currently does not participate in the
annual bonus or PSP awards and this will be the case for the duration of the Policy period. However, for illustrative purposes,
we have included an additional chart which assumes that the CEO receives an annual bonus and a PSP award.
An additional scenario chart has been added to show remuneration assuming the CEO receives an annual bonus and
PSP award.
Notes:
1. Minimum performance is equivalent to fixed remuneration which consists of base salary (as at 1 January 2022) + pension contribution to all UK employees
(5% of salary) + benefits (as per the single figure table).
2. Target performance consists of fixed remuneration + target annual bonus (50% of maximum opportunity) + target PSP award opportunity (50% of maximum
opportunity with no share price appreciation).
3. Maximum performance consists of fixed remuneration + maximum annual bonus (100% of maximum opportunity) + maximum PSP award (100% of maximum
opportunity with no share price appreciation.)
4. Maximum performance (with share price appreciation) consists of fixed remuneration + maximum annual bonus (100% of maximum opportunity) + maximum
PSP award (100% of maximum opportunity with an assumed 50% share price appreciation but no dividend equivalents).
51%
25%
68%
20%
60%
18%
100%
£534
21%
£2,484
9%
15%
£5,934
12%
£4,434
CFO – Adam Miller
Fixed remuneration Annual bonus PSP awards Share price growth
100% 100% 100% 100%
£644 £644 £644 £644
Minimum Minimum
CEO – Will Shu
2,000
3,000
4,000
5,000
6,000
7,000
8,000
1,000
0
£’000s
Maximum (with
50% share price
appreciation)
Maximum (with
50% share price
appreciation)
Maximum MaximumTarget Target
Minimum Minimum
51%
25%
68%
20%
60%
18%
25%
60%
68% 51%
18%
20% 15%
100%
£534
21%
£2,484
9%
15%
£5,934
12%
£4,434
CFO – Adam Miller
Fixed remuneration Annual bonus PSP awards Share price growth
100%
£644
9%
£7,124
22%
£2,984
12%
£5,324
CEO – Will Shu
2,000
3,000
4,000
5,000
6,000
7,000
8,000
1,000
0
£’000s
Maximum (with
50% share price
appreciation)
Maximum (with
50% share price
appreciation)
Maximum MaximumTarget Target
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DIRECTORS’ REMUNERATION REPORT CONTINUED
Directors’ Remuneration Policy continued
Notes to the Policy table continued
Choice of performance measures and targets
Each year the Committee will select the most appropriate performance measures and the respective targets for the annual
bonus and PSP awards. The measures selected will be aligned with the Group’s strategy and key performance indicators.
Measures will be financial, strategic and operational with respective targets for each measure set by the Committee
each year in conjunction with the Board which will be aligned with key business goals determined at the start of each
financial year.
The Committee sets targets for the performance measures each financial year which support value creation for all
stakeholders, taking into account market conditions, the business plan, the Group’s KPIs and other circumstances
as appropriate.
Statement of consideration of shareholder views
The Group has engaged with major shareholders as well as the Investment Association, Institutional Shareholder Services
and Glass Lewis regarding this Policy and welcomes a continued dialogue with its shareholders and proxy advisers. If the
Committee were to consider changes to the Policy, it would be subject to prior consultation with major shareholders
as appropriate.
Difference in Policy across the Group
The Group provides a market competitive package to all employees with additional reward through incentive payments
linked to the achievement of stretching performance targets. This reward philosophy applies to all levels of the business.
Widespread equity ownership in the business is viewed as very important and the majority of employees receive equity-
based awards, and ownership increases with seniority via larger grants and a greater proportion of total compensation
provided in equity. The way in which the Company approaches equity across the Group is well aligned to the technology
sector where it is common practice for equity to be widespread and to be provided on hire and as part of the yearly
performance cycle.
In view of the greater potential remuneration, the Executive Directors have a greater proportion of their pay at ‘risk’ and
are subject to deferral and holding periods. The Committee takes into account general employee remuneration and related
policies, and the alignment of incentives and rewards with culture when setting and operating the Policy for Executive
Directors’ remuneration; however, employees have not been consulted directly on the Policy.
The Committee continues to receive regular updates on any changes to the wider Group’s Remuneration Policy.
Recruitment policy
The Committee’s principle is that the remuneration of any new recruit will be assessed in line with the same principles set
out above for Executive Directors. The Committee is mindful that it wishes to avoid paying more than it considers necessary
to secure a preferred candidate of the appropriate calibre and with the experience needed for the role.
For external appointments, the Group recognises that it may need to provide compensation for forfeited awards or other
elements of pay from the individual’s previous employer (‘buy-out awards’). To the extent possible, the design of buy-out
awards will be made on a broadly like-for-like basis taking into account the value of any incentives that will be forfeited
on cessation of an Executive Director’s previous employment, the performance conditions attached to the vesting of the
forfeited incentives, the timing of vesting and the likelihood of vesting.
The maximum level of PSP awards that may be offered to an Executive Director is 750% of base salary in the year of
recruitment. This can be used together with a one-off RSP award equal to 750% of salary in the year of recruitment. The
Committee retains flexibility to use these exceptional one-off limits to support the remuneration principles around hiring
talent in a highly competitive global marketplace where levels of variable pay can be significantly higher. However, the
Committee will only use this flexibility when it is considered to be in the best interests of the Company and its shareholders.
The exceptional limits will only ever be applied on a one-off basis for a new recruit, therefore, in future years the individual
will be granted the normal PSP award maximum under the Policy (600% of salary).
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112 deliveroo plc Annual Report 2021
The recruitment policy is summarised below:
Remuneration element Policy
Salary Base salary would be set at an appropriate level considering the factors mentioned previously in
the Policy table above.
Pension and benefits Benefits and pension will be set in line with the Policy.
Annual bonus Joiners may normally receive a pro-rated annual bonus award based on their employment as a
proportion of the financial year and targets may be different to those set for other Executive Directors.
PSP awards PSP award grants will be set in line with the Policy. In exceptional circumstances the Committee
retains to flexibility to grant a maximum PSP award up to 750% of salary in the year of recruitment.
RSP awards In exceptional circumstances the Committee retains the flexibility to grant a one-off RSP award
up to 750% of salary in the year of recruitment (see page 112).
Relocation If an Executive Director needs to relocate in order to take up the role, the Group will pay to cover
the costs of relocation including (but not limited to) actual relocation costs, immigration-related
costs, temporary accommodation and travel expenses.
Buy-out awards The Group recognises that it may need to grant buy-out awards. To the extent possible, the design
of buy-out awards will be made on a broadly like-for-like basis taking into account the value of
any incentives that will be forfeited on cessation of an Executive Director’s previous employment,
the performance conditions attached to the vesting of the forfeited incentives, the timing of
vesting and the likelihood of vesting. For the avoidance of doubt, any buy-out awards are not
subject to the individual limits.
Internal appointment
to the Board
When existing employees are promoted to the Board, the Policy will apply from the point where
they are appointed to the Board and not retrospectively. In addition, any existing awards will be
honoured and form part of ongoing remuneration arrangements.
RSP awards (used in recruitment scenarios only)
Purpose To reward and incentivise the delivery of long-term performance and shareholder value creation.
Operation In the case of recruitment scenarios only, under the DIP, the Committee may award new Executive
Directors a one-off RSP award to support the remuneration principles around hiring talent in a
highly competitive global marketplace.
RSP awards to Executive Directors will normally vest on the third anniversary of grant date. A
further two-year holding period will apply during which the Executive Directors may not normally
dispose of their vested shares except as is necessary to pay tax and social security contributions
arising in respect of their RSP awards.
Participants may be entitled to dividends or dividend equivalents (where applicable) on the shares
representing the dividends paid during the vesting period and, if applicable, any holding period.
If an RSP award were to be granted, then details of the RSP award would be shared with shareholders upon
the Executive Director’s appointment and details will be set out in the Annual Report on Remuneration.
Malus and clawback provisions apply as set out on page 110.
Maximum
potential value
The maximum opportunity for RSP awards to Executive Directors will be 750% of salary.
Performance metrics RSP awards are subject to continued employment. No further performance conditions would
ordinarily be required for the vesting of RSP awards.
The Committee will have the discretion to adjust RSP award outcomes if it believes the outcome
is not a fair and accurate reflection of the business’ performance, the individual’s personal
performance and/or such other factors as the Committee may consider appropriate, including
but not limited to share price performance. The exercise of this discretion may result in a
downward or upward movement in the amount of RSP award earned.
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113Annual Report 2021 deliveroo plc
Directors’ Remuneration Policy continued
Policy on payment for departure from office
On termination of an Executive Director’s service contract, the Committee will take into account the departing Director’s
duty to mitigate his/her loss when determining the amount of compensation. The Committee’s policy is described below
and will be implemented taking into account any statutory payments it is required to make, the contractual entitlements,
the specific circumstances for the departure and the interests of shareholders. The Committee reserves the right to make
additional payments where such payments are made in good faith in discharge of an existing legal obligation (or by way
of damages for breach of such an obligation); or by way of settlement or compromise of any claim arising in connection
with the termination of an Executive Director’s office or employment. In addition, the Committee reserves the right to make
payment of any other benefits in connection with stepping down from the Board (for example, outplacement counselling
costs and disbursements (such as legal costs)) if considered to be appropriate and/or necessary and dependent on the
specific circumstances for the departure.
Remuneration element Policy
Fixed pay (salary,
pension and benefits)
Executive Directors may be required to work during the notice period or may be placed on garden
leave or provided with pay in lieu of notice if not required to work the full notice period.
Under each of the Executive Directors’ service agreements, the Group, at its discretion, will
be entitled to terminate an Executive Director’s service agreement with immediate effect by
payment in lieu of notice, equal to: (i) the basic annual salary that would have been payable during
the notice period, and (ii) the cost that would have been incurred by the Company in providing
the Executive Director with the contractual benefits which the Executive Director would have
been entitled to receive during the notice period (the notice period for Executive Directors is set
out on page 118.
Annual bonus
(cash awards)
The Committee will consider whether a departing Executive Director should receive a cash bonus
in respect of the financial year in which, and/or immediately preceding which, the termination occurs,
pro-rated to reflect the period of the performance year completed at the date of termination.
Good leaver reason (definition set out on page 117)
Performance conditions will be measured at the bonus measurement date. Any cash award will
normally be pro-rated for the period worked during the financial year.
Other reason
If the termination is for any other reason, no bonus will be payable for the year of cessation.
Discretions
The Committee retains the right:
• to determine that an Executive Director should be treated as a good leaver and receive a
bonus for the year of cessation; it is the Committee’s intention to use this discretion only in
circumstances where there is an appropriate business case which will be explained in full
to shareholders;
• to determine whether to pro-rate the bonus for time; the Committee’s normal policy is to
pro-rate for time. It is the Committee’s intention only to use discretion not to pro-rate in
circumstances where there is an appropriate business case, based on the circumstances
of the Executive Director’s departure. Use of discretion will be explained in full to
shareholders; and
• to determine that the bonus would be paid at the same time as for the other Executive
Directors and, if the Executive Director has left employment by that date, it may be paid
solely in cash.
DIRECTORS’ REMUNERATION REPORT CONTINUED
Strategic report Governance report Financial report
114 deliveroo plc Annual Report 2021
Remuneration element Policy
Annual bonus
(DSP awards)
The Committee will consider whether a departing Executive Director should receive a DSP
award in respect of the financial year in which, and/or immediately preceding which, the
termination occurs.
Good leaver reason (definition set out on page 117)
All inflight DSP awards will normally vest at the normal vesting date and be pro-rated for time.
Other reason
Unvested DSP awards and unexercised nil or nominal cost DSP options will lapse.
Discretions
The Committee retains the right:
• to determine that the Executive Director should be treated as a good leaver such that DSP
awards continue to be capable of vesting; it is the Committee’s intention to use this discretion
only in circumstances where there is an appropriate business case which will be explained in
full to shareholders;
• to determine whether to pro-rate for time; the Committee’s normal policy is not to pro-
rate awards based on the proportion of the vesting period which has elapsed to the date
of cessation. In circumstances where there is an appropriate business case based on the
circumstances of the Executive Director’s departure, the Committee may use discretion and
pro-rate. Use of discretion will be explained in full to shareholders; and
• to determine whether DSP awards should vest at the end of the original vesting period or at the
date of cessation (including settling the DSP awards on cessation in cash as permitted under
the DIP if it is more practicable to do so); the Committee will make this determination depending
on the reason for cessation and any applicable tax considerations.
PSP awards The Committee will consider the extent to which PSP awards held by the Executive Director should
lapse or vest. Any determination by the Committee will be in accordance with the rules of the DIP.
Good leaver reason (definition set out on page 117)
PSP awards granted will continue to vest at the normal vesting date and be subject to
performance assessment at the end of the performance period as normal. Any PSP awards that
vest will normally be pro-rated for time served during the vesting period.
Other reason
Unvested PSP awards and unexercised nil or nominal cost PSP options granted will lapse.
Discretion
The Committee retains the right:
• to determine that the Executive Director should be treated as a good leaver such that PSP
awards continue to be capable of vesting; it is the Committee’s intention to use this discretion
only in circumstances where there is an appropriate business case which will be explained in
full to shareholders;
• to allow PSP awards to vest, and to measure the level of performance, at the date of cessation.
The Committee will make this determination depending on the reason for cessation;
• to determine whether to pro-rate PSP awards for time. The Committee’s normal policy is to
pro-rate PSP awards based on the proportion of the vesting period which has elapsed to the
date of cessation unless the Committee decides otherwise. In circumstances where there is an
appropriate business case based on the circumstances of the Executive Director’s departure,
the Committee may use discretion and not pro-rate. Use of discretion will be explained in full to
shareholders; and
• to determine whether the holding period will apply including whether in full or in part.
Strategic report Governance report Financial report
115Annual Report 2021 deliveroo plc
Remuneration element Policy
PSP awards in a
holding period
Where cessation of employment occurs during any holding period, the holding period will
normally continue to apply to vested PSP award shares as normal. However, the Committee retains
discretion to allow the shares to be released when cessation of employment occurs in certain
exceptional circumstances.
RSP awards and
buy-out awards
Where cessation of employment occurs in relation to a new Executive Director who has been
granted an RSP award or a buy-out award, the treatment would be in line with the terms of the
RSP award as governed by the DIP rules.
All-employee
share plans
The treatment of awards under any all-employee share plan including awards under the SIP and
options under Sharesave are governed by the rules of those plans and applicable tax legislation.
Post-employment
shareholding
requirement
Executive Directors are required to hold shares after cessation of employment to the full value
of the shareholding requirement (or the existing shareholding if lower at the time) for a period
of two years. The post-employment shareholding requirement will apply to all awards made after
shareholder approval of the Policy. Shares purchased by Executive Directors using their own
funds will not be included in the post-employment shareholding requirement.
Change of control
The following treatment will apply on a change of control of the Company as set out in the relevant plan rules.
Remuneration element Policy
Annual bonus –
cash awards
In the event of a change of control, cash awards under the annual bonus plan will be payable
early and will be pro-rated for time and performance to the date of the change of control.
The Committee has discretion regarding whether to pro-rate the bonus for time; the Committee’s
normal policy is that it will pro-rate the bonus for time. In circumstances where there is an
appropriate business case, the Committee may use discretion and not pro-rate.
Annual bonus –
deferred share awards
In the event of a change of control, inflight DSP awards will vest. The proportion of the DSP awards
which vest shall be determined by the Committee in its absolute discretion taking into account
such factors as the Committee may consider relevant including, but not limited to, the period of
time the DSP awards has been held by the participant.
The Committee has discretion regarding whether to pro-rate the awards for time. The Committee
will make this determination depending on the circumstances of the change of control.
If there is a change of control event resulting in a new person or company acquiring control
of the Company, the Committee may (with the consent of the acquiring company) decide that
DSP awards will not vest but that the unvested portion of the DSP awards will be replaced by
equivalent new awards over shares in the new acquiring company.
DIRECTORS’ REMUNERATION REPORT CONTINUED
Directors’ Remuneration Policy continued
Policy on payment for departure from office continued
Strategic report Governance report Financial report
116 deliveroo plc Annual Report 2021
Remuneration element Policy
PSP awards In the event of a change of control, inflight PSP awards will vest pro-rated for time and
performance. The holding period will not apply on change of control.
The proportion of the PSP awards which vest shall be determined by the Committee in its absolute
discretion taking into account such factors as the Committee may consider relevant including,
but not limited to, the period of time the PSP award has been held by the participant and having
regard to any applicable performance conditions.
The Committee has discretion regarding whether to pro-rate the PSP awards for time. In
circumstances where there is an appropriate business case, the Committee may use discretion
and not pro-rate.
If there is a change of control event resulting in a new person or company acquiring control
of the Company, the Committee may (with the consent of the acquiring company) decide that
PSP awards will not vest but that the unvested portion of the PSP awards will be replaced by
equivalent new awards over shares in the new acquiring company.
RSP awards In the event of a change of control, inflight RSP awards will vest. The proportion of the RSP awards
which vest shall be determined by the Committee in its absolute discretion taking into account
such factors as the Committee may consider relevant including, but not limited to, the period of
time the RSP awards have been held by the participant.
The Committee has discretion regarding whether to pro-rate the RSP awards for time. The
Committee will make this determination depending on the circumstances of the change
of control.
If there is a change of control event resulting in a new person or company acquiring control
of the Company, the Committee may (with the consent of the acquiring company) decide that
RSP awards will not vest but that the unvested portion of the RSP awards will be replaced by
equivalent new awards over shares in the new acquiring company.
Buy-out awards Where cessation of employment occurs in relation to a new Executive Director who has been
granted a buy-out award, the treatment would be in line with the terms of the buy-out award as
governed by the DIP rules.
Awards under the
SIP and options
under Sharesave
The treatment of awards under any all-employee share plan including awards under the SIP
and options under the Sharesave are governed by the rules of those plans and applicable
tax legislation.
Definition of a good leaver under the DIP
If employment ceases because of any of the following circumstances, the Executive Director will be treated as a good leaver:
• death;
• ill health;
• injury;
• disability;
• redundancy;
• retirement with the agreement of their employer; and
• being employed by a company which ceases to be a Group company or being employed in an undertaking which is
transferred to a person who is not a Group company.
The Committee may also determine that an Executive Director is treated as a good leaver in other circumstances
determined at its discretion.
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117Annual Report 2021 deliveroo plc
Directors’ Remuneration Policy continued
Policy table for the Chair and Non-Executive Directors
The Chair and Non-Executive Directors will receive an annual cash fee for their services, with additional fees for Committee
Chairs. Fee levels have been set to ensure the attraction of appropriate levels of experience required and to reflect the
sector in which the Group operates. Any relevant legacy pre-Admission share arrangements for the Chair and/or Non-
Executive Directors will continue to be paid on their existing terms post-Admission.
Chair and Non-Executive Director fees
Purpose To provide an appropriate fee level to attract and retain the Chair and Non-Executive Directors
and to appropriately recognise their responsibilities and time commitment.
Operation Non-Executive Directors are paid a base fee and additional fees for acting as Senior Independent
Director and Chair of Board Committees (or to reflect other additional responsibilities and/
or additional/unforeseen time commitments). The Chair of the Board receives an all-inclusive
fee. Neither the Chair of the Board nor the Non-Executive Directors will participate in any
incentive plans.
Maximum
potential value
The Chair’s fees are determined by the Committee whilst that of the other Non-Executive
Directors is determined by the Chair and the Executive Directors.
The fees for the Non-Executive Directors and Chair are set taking into account the time
commitment of the role and market rates in comparable companies. The fees are normally
reviewed annually (but not necessarily increased). The Group retains the flexibility to pay fees for
the membership of Committees and for any additional Board duties.
In general, fee level increases will be in line with the rise in salaries for the rest of the Group’s
employees. The Group will reimburse any reasonable expenses incurred including travel expenses
(and related tax if applicable).
Fees for a new Chair or Non-Executive Directors will be in line with the Policy and the fees provided
for the former Chair or other Non-Executive Directors.
Page 126 sets out details of the current fee levels for the Non-Executive Directors .
Performance metrics N/A
Service agreements and letters of appointment
Copies of the service contracts of the Executive Directors and the letters of appointment of the Non-Executive Directors are
available for inspection at the Company’s registered office during normal business hours.
Executive Directors
The Executive Directors have a service contract requiring 12 months’ notice of termination from the Group and six months’
notice from the Executive Director. The Committee may, in exceptional circumstances arising on recruitment, allow a longer
period, which would in any event reduce to the normal (12 months from the Group and six months from the individual)
notice period following the first year of employment.
Executive Director Date of appointment to role Date of current contract Notice from the Group Notice from the individual
Will Shu 1 February 2013* 31 March 2021 12 months 6 months
Adam Miller 23 July 2020* 31 March 2021 12 months 6 months
* Represents the date on which Will Shu and Adam Miller were appointed as CEO and CFO respectively. Will Shu was appointed to the Deliveroo Plc Board
on 19 March 2021. Adam Miller was appointed to the Deliveroo Plc Board on 25 February 2021.
DIRECTORS’ REMUNERATION REPORT CONTINUED
Strategic report Governance report Financial report
118 deliveroo plc Annual Report 2021
External appointments
Executive Directors are permitted to accept external, non-executive appointments with the prior approval of the Board
where such appointments are not considered to have an adverse impact on their role within the Group. Neither Will Shu nor
Adam Miller have any external appointments.
Non-Executive Directors’ (NEDs) terms of appointment
The NEDs do not have service contracts with the Group but instead have letters of appointment which set out their duties
and responsibilities. The date of appointment and the length of service for each NED are shown in the table below (each NED
is in their initial term of appointment):
Non-Executive Director Date of appointment*
Date of current letter
of appointment Notice from the Group Notice from the individual
Claudia Arney 19 March 2021 19 March 2021 6 months 6 months
Rick Medlock 19 March 2021 19 March 2021 3 months 3 months
Lord Wolfson 19 March 2021 19 March 2021 3 months 3 months
Tom Stafford 19 March 2021 19 March 2021 1 month 3 months
Karen Jones CBE 1 June 2021 1 June 2021 3 months 3 months
Dominique Reiniche 1 May 2021 1 May 2021 3 months 3 months
Peter Jackson 1 January 2022 1 January 2022 3 months 3 months
* Represents the date on which Non-Executive Director joined the Deliveroo Plc Board.
Strategic report Governance report Financial report
119Annual Report 2021 deliveroo plc
Annual Report on Remuneration
Statutory single total figure of remuneration for each Executive Director (audited)
The tables below set out the total single figure of remuneration and breakdown for the Executive Directors for FY2021 (from
date of incorporation to 31 December 2021). As the Company was incorporated on 25 February 2021, no prior year data is
provided. The Committee intends to disclose a comparison over two years from the 2022 Directors’ Remuneration Report.
Where necessary, further explanation of the values provided is included below. The tables and the explanatory notes have
been audited where identified as such.
Director
£’000
Salary
1
£’000
Taxable
benefits
1, 2
£’000
Pension
1, 3
£’000
Total
fixed
£’000
Annual
bonus
4
£’000
PSP awards
vested
5
£’000
Other
6
£’000
Total
variable
£’000
Total
single
figure
£’000
Will Shu (CEO)
7
519.2 13.8 9.2 542.2 — — 105,639.3 105,639.3 106,181.5
Adam Miller (CFO)
7
437.5 8.9 — 446.4 720 — — 720 1,166.4
1. Figures are pro-rated for the period from the date of incorporation (25 February 2021) to 31 December 2021.
2. The value of benefits is based on the cost to the Company. Benefits include private health insurance, life assurance and provision of tax filing assistance.
3. The Company operates a defined contribution pension scheme and the Executive Directors are eligible to participate in this scheme. In FY2021, the CEO was
eligible to receive 4% of salary, in line with the wider organisation, as an employer contribution into the defined contribution scheme, in line with employer
pension contributions available to the employees; however, in FY2021, elected to receive a monthly contribution of £833.33. The CFO opted out of receiving a
pension contribution in FY2021. None of the Executive Directors has a prospective entitlement to a defined benefit pension by reason of qualifying service.
4. Represents the annual bonus for the full financial year.
5. No PSP awards vested in the period ended 31 December 2021 as the first PSP award was granted in FY2021.
6. On 5 March 2021, the Company granted the CEO, Will Shu, 27,087,000 RSUs. As the RSUs were awarded in FY2021, it is a requirement under the Directors’
Remuneration Reporting Regulations that they are included in the year of award and therefore, these RSUs are included within the single figure of total
remuneration for FY2021. The RSUs are included based on the IPO offer price of £3.90.
7. The CEO and the CFO both participate in pre-Admission legacy incentives. Vesting under these incentives is not required to be reported under the single total
figure of remuneration for FY2021. Further details on these incentives are set out on page 121.
Annual bonus outcome for FY2021 (audited)
FY2021 is the first year of the operation of the annual bonus plan. The CFO had a maximum bonus opportunity of 180% of
salary. The CEO did not participate in the annual bonus plan.
The Committee undertook a robust review of the formulaic outcome for FY2021 and considered a range of reference points
as part of its review, including the outcomes relative to the Board approved budget, Deliveroo’s progress against its long
term strategic plans, the wider stakeholder experience during FY2021 and the inputs and efforts of the CFO during FY2021.
No discretion was exercised to adjust the formulaic outcome. However, the Committee recognises that Deliveroo’s share
price has been volatile and when reviewing the wider stakeholder experience, this was a key consideration. As a result, the
Committee decided that the IPO price of £3.90 will be used to calculate the number of shares that will be granted under
the DSP awards (i.e., the deferred element of the annual bonus). By using the IPO price to determine the number shares that
will be granted, this results in an implied reduction of the face value of the overall annual bonus. The Committee believes
this approach appropriately reflects the shareholder experience whilst also recognising the Group’s strong operating
performance and the performance of the CFO.
Bonus element
Threshold
(25% payable)
Target
(50% payable)
Maximum
(100% payable) Weighting Actual
1
Outcome as a
% of maximum
Growth in GTV* (constant currency*) 47% 57% 67% 80% 70% 80%
Adjusted EBITDA* £(100.8)m £(84)m £(67.2)m 20% £(131)m 0%
Gross Profit margin (as % of GTV)* The formulaic annual bonus outcome
(measured against growth in GTV* and
adjusted EBITDA*) can be reduced by 20% if
gross profit margin* is below the bottom
end of the 2021 IPO analyst forecast of 7.5%.
20%
downward
multiplier
7.5% No
moderator
applied
Total outcome as a percentage of maximum (including multiplier) for CFO 80%
Total bonus formulaic outcome for CFO (£) £720,000
Total bonus paid in cash for CFO (£) (50%) £360,000
Total bonus deferred for three years in shares for CFO (£) (50%) £360,000 (see comments above)
1
1. When assessing the FY2021 annual bonus, the Committee considered the outcome for growth in GTV* (in constant currency*), adjusted EBITDA*and gross profit
margin (as % of GTV)* threshold including results for Spain. The Committee concluded that there was no difference to the FY2021 annual bonus outcome.
DIRECTORS’ REMUNERATION REPORT CONTINUED
Strategic report Governance report Financial report
120 deliveroo plc Annual Report 2021
Pre-Admission RSU awards (audited)
Many members of our senior management team hold equity incentives which were in place prior to Admission to ensure
ongoing retention, incentivisation and alignment with shareholder interests. For the CEO and CFO, this includes pre-existing
RSUs which are subject to time-based vesting only. These RSUs relate to pre-Admission incentives and will not form part of
the Group’s ongoing remuneration arrangements. Their value at vesting is not required to be reported under the single figure
of total remuneration under the Directors’ Remuneration Reporting Regulations.
In the CEO’s case, 33,343,800 RSUs were granted in November 2018 and, of these, 8,878,200 vested on Admission. As of
31 December 2021, 100% of the remaining RSUs vested as the time-based vesting conditions were met.
In the CFO’s case, 4,000,000 RSUs were granted as follows:
• 400,000 in February 2019;
• 600,000 in January 2020;
• 1,000,000 in June 2020; and
• 2,000,000 in November 2020.
The RSUs vest on a time basis, with 25% of the RSUs vesting on the first anniversary of the vesting start date and a further
2.08333% of the RSUs vesting on the 15th day of each calendar month thereafter. If the CFO ceases employment before a
vesting date, he may retain the vested portion of the RSUs except in the case of misconduct. The unvested portion of the
RSUs will lapse on the CFO’s final paid day of employment. Other lapse events include the transfer of the RSUs, bankruptcy
of the award holder or misconduct. The table below summarises the status of the pre-Admission RSU awards as at 31
December 2021:
Total RSUs
granted
Total RSUs
vested
Total RSUs
unvested
Will Shu (CEO) 33,343,800 33,343,800 —
Adam Miller (CFO) 4,000,000 1,486,800 2,513,200
Scheme interests awarded in FY2021 (audited)
Special pre-Admission one-off RSU award to the CEO (audited)
On 5 March 2021, following extensive consultation and the approval of shareholders, Will was granted 27,087,000 RSUs. As at
31 December 2021, 2,479,000 of these RSUs have vested. These RSUs will continue to vest annually up until April 2028 and will
underpin Will’s ongoing incentivisation and retention in his role following IPO.
Both the 2018 and the 2021 RSUs will (to the extent not already vested) vest in full if Will’s employment or service is
terminated in certain prescribed circumstances (including where the Company is in material breach of the terms of Will’s
service agreement, in the case of Will’s death or disability, or where the Company terminates his employment without
specified cause).
As the RSUs were awarded in FY2021, it is a requirement under the Directors’ Remuneration Reporting Regulations that they
are included in the year of award and therefore, the RSUs are included within the single figure of total remuneration for
FY2021. The RSUs are included based on the IPO offer price of £3.90. The actual value of the RSUs at vesting will be based on
the share price at the time of vesting. To illustrate the clear link between the RSU award and the shareholder experience,
we have also shown the value of the award based on Deliveroo’s closing share price on 31 December 2021. There is a direct
link between the actual value of the RSU award and the shareholder experience as the ability for Will to gain and lose value is
dependent on share price performance at a level which is material to his total wealth.
Where appropriate, and to enable meaningful comparison, parts of this report provide details of Will Shu’s single total figure
of remuneration with and without the one-off RSU award.
Strategic report Governance report Financial report
121Annual Report 2021 deliveroo plc
Annual Report on Remuneration continued
Scheme interests awarded in FY2021 (audited) continued
Special pre-Admission one-off RSU award to the CEO (audited) continued
Tranches and vesting start dates
Tranche 1 Tranche 2 Tranche 3 Tranche 4
Total for single
figure purposesVesting start dates for each tranche 1 December 2021 18 April 2022 18 April 2023 18 April 2024
Vesting end dates Vested Unvested
1/12/2021 2,479,000 — — — —
18/04/2023 — 4,204,450 — — —
18/04/2024 — 4,204,450 840,900 — —
18/04/2025 — 4,204,450 840,900 1,106,650 —
18/04/2026 — 4,204,450 840,900 1,106,650 —
18/04/2027 — — 840,900 1,106,650 —
18/04/2028 — — — 1,106,650 —
Total no. of RSUs 2,479,000 16,817,800 3,363,600 4,426,600 27,087,000
Total value of tranches at £3.90 IPO offer price £9,668,100 £65,589,420 £13,118,040 £17,263,740 £105,639,300
Total value of tranches as at 31 December 2021
1
£5,198,463 £35,266,927 £7,053,469 £9,282,580 £56,801,439
1. The closing share price on 31 December was 209.7 pence.
PSP award granted in FY2021 (audited)
In FY2021, a PSP award was granted to the CFO. The CEO did not participate in the PSP award in FY2021.
Director
Basis of award
(% of salary)
Percentage
payable at
threshold
(% of maximum)
Vesting
period
Performance
period
Number of
conditional
shares
awarded
Face value
of award
Share price used
to determine
number of
shares granted
1
Adam Miller (CFO)
1
600% 25%
15 May 2021–
15 May 2024
31 March 2021–
31 March 2024 769,230 £3,000,000 £3.90
1 The IPO price of £3.90 was used to determine the number of shares which were granted. On the actual date of grant of the PSP award, the closing share price
was £2.34. Therefore, the face value of the PSP award was 360% of salary. This is illustrated below.
£3,000
£1,800
CFO PSP award maximum face value
at 600% of salary
CFO PSP award maximum face value
based on using IPO price of £3.90
£1,200 million is the
difference between
the maximum face value
and the actual face
value at the grant date
Value of award equals 360%
of salary based on number
of shares granted and
price on grant date
(£’000)
DIRECTORS’ REMUNERATION REPORT CONTINUED
Strategic report Governance report Financial report
122 deliveroo plc Annual Report 2021
The performance targets for the PSP awards granted to the CFO on 15 May 2021 are set out below. Performance will be measured
over a three-year period from 31 March 2021 to 31 March 2024. Payouts occur on a straight-line basis between each of the
performance points with the starting point for measurement of TSR for Deliveroo being the IPO offer price of £3.90. Awards are also
subject to a further two-year post vesting holding period. The targets below were disclosed in an RNS statement on 17 May 2021.
Deliveroo’s TSR percent rank vs FTSE 100 peer group
TSR matrix (% of max payout of TSR element) < 50%
50%
(threshold)
65%
(target)
≥ 80%
(maximum)
The Company’s TSR calculated
based on compound annual
growth rate (CAGR) per annum
<10% per annum Nil Nil Nil Nil
10% per annum (threshold) Nil 25% 45% 65%
15% per annum (target) Nil 45% 63.75% 82.5%
≥ 20% per annum (maximum) Nil 65% 82.5% 100%
Performance graph against the FTSE 100
Deliveroo shares began conditional trading on the London Stock Exchange on 31 March 2021. The chart below shows the TSR
performance of £100 invested in Deliveroo from 31 March 2021 (using the offer price of £3.90 per share) to 31 December
2021 against the FTSE 100. The FTSE 100 was chosen as the comparator index for the Group given the comparable market
capitalisation at the time of Admission.
120
100
80
60
40
Mar 21 Apr 21 May 21 Jun 21 Jul 21 Aug 21 Sep 21 Oct 21 Nov 21 Dec 21
Deliveroo FTSE 100
Chief Executive Officer’s historical remuneration
The remuneration for the CEO for the period from incorporation (25 February 2021) to 31 December 2021 is shown in the
table below. Given the Company only listed in FY2021, only one year is shown below. In future reports, the table will build up
towards 10 years’ worth of historical data. Although the one-off RSU award to the CEO is not part of the Policy, it is included in
the FY2021 single total figure of remuneration as it was granted during FY2021. Given the one-off nature of this award and to
enable a more meaningful comparison, we have presented total remuneration on both a reported basis and excluding the
one-off RSU award.
Year ended 31 December FY2021
CEO Will Shu
Total remuneration (£’000) (reported) 106,181.5
Total remuneration (£’000) (excluding one-off RSU award) 542.2
Annual bonus (% of maximum)
1
—
Vesting of PSP awards (% of maximum)
2
—
1. The CEO did not participate in the annual bonus for FY2021.
2. Not applicable as the CEO did not participate in the PSP awards for FY2021.
Strategic report Governance report Financial report
123Annual Report 2021 deliveroo plc
Annual Report on Remuneration continued
Single total figure of remuneration for each Non-Executive Director (audited)
All figures shown in £’000
Fees
1
£’000
Taxable
benefits
1
£’000
Total
remuneration
1
£’000
Claudia Arney 389.6 — 389.6
Dominique Reiniche 73.3 — 73.3
Karen Jones CBE 72.9 — 72.9
Lord Wolfson 82.5 — 82.5
Rick Medlock 114.6 — 114.6
Tom Stafford
2
— — —
1. Figures are pro-rated for the period from date of incorporation to the end of the financial year (25 February 2021 to 31 December 2021).
2. Tom Stafford agreed to waive all fees and benefits.
Statement of Directors’ shareholdings and share interests (audited)
The table below summarises the current shareholdings of Directors and the shareholding requirements under which
Executive Directors are expected to build and maintain a minimum shareholding of 800% of salary in the Company. Both the
CEO and the CFO have met the minimum requirement.
Director
Shareholding
requirement
as a % of salary
Shares
actually
owned
1,5
Unvested
shares subject
to continued
service
2
Unvested
shares
subject to
performance
3
Value of
beneficially
owned shares
as % of salary
4
Executive Directors
6
Will Shu (CEO)
800%
100,299,642 24,608,000 N/A 39,613%
Adam Miller
7
(CFO) 605,724 2,513,200 769,230 813%
Non-Executive Directors
6
Claudia Arney
N/A
618,800 N/A N/A N/A
Dominique Reiniche 51,282 N/A N/A N/A
Karen Jones CBE 51,282 N/A N/A N/A
Lord Wolfson 3,094,000 N/A N/A N/A
Rick Medlock 235,800 N/A N/A N/A
Tom Stafford — N/A N/A N/A
1. Represents actual shares owned at 31 December 2021. Will Shu currently owns Class B shares only, which contribute towards his current shareholding. He is also
a founder shareholder and as a result has a relatively high shareholding. All other Directors own Class A shares only.
2. Represents unvested RSU awards made pre IPO and annual bonus deferred share awards (latter relevant for CFO only), all of which are calculated on a net of
tax basis.
3. Represents the 2021 PSP award which is subject to ongoing performance conditions (relevant for CFO only).
4. This is based on a closing share price of £2.097 at 31 December 2021 and the year-end salaries of the Executive Directors. Values are not calculated for Non-
Executive Directors as they are not subject to shareholding requirements.
5. Rick Medlock exercised 81,400 share options at IPO. Exercise price was £0.0814 and market value at the time of exercise was £232,804 (at £2.86 per share).
6. No Directors currently have any vested shares. In connection with their appointments as Directors of the Company, the Chair and certain Non-Executive
Directors were offered the opportunity to acquire Ordinary Shares in Roofoods Ltd (‘Roofoods Shares’) and receive a matching award of Roofoods Shares. The
Chair and Non-Executive Directors each took up this opportunity and the matching awards were granted with effect from 4 February 2021. Under the terms of
the awards, the Chair and each of the Non-Executive Directors subscribed for Roofoods Shares at their nominal value on terms that the shares may be forfeited
(in whole or in part) if they cease to be a Director of the Company (or Roofoods Ltd) within three years of 4 February 2021. The Chair and Non-Executive Directors
may not dispose of the shares for so long as they are subject to forfeiture.
7. On 31 December 2021, Adam Miller held 2,513,200 unvested RSUs. Between 31 December 2021 and the date of this report a total of 250,400 of these RSUs vested
as per the normal vesting cycle detailed on page 121 of this report, resulting in an award of 250,400 shares of which 118,122 shares were sold, solely to satisfy
tax liabilities and associated dealing costs. Adam Miller did not retain any net proceeds as a result of these sales. As at the date of this report Adam Miller held
2,262,800 unvested RSUs, and 738,002 shares actually owned. Other than this, there were no movements in Directors’ shareholdings between 31 December 2021
and the date of this report.
DIRECTORS’ REMUNERATION REPORT CONTINUED
Strategic report Governance report Financial report
124 deliveroo plc Annual Report 2021
Payments to past Directors/payments for loss of office (audited)
There were no payments to past Directors or for loss of office made in FY2021.
Statement of implementation of the Policy for FY2022
Element Summary and implementation for FY2022
Salary The salaries for Executive Directors were set at IPO and there will be no further increase for
FY2022. Salaries are:
• CEO: £600,000
• CFO: £500,000
Pension The CEO and CFO are entitled to receive a pension contribution of 5% of salary in line with
employees in the UK.
Benefits Normal benefit provisions apply and include private health cover, life assurance, UK and home
country personal tax advice and tax filing services.
Annual bonus Maximum annual bonus for Executive Directors is 180% of salary. The CEO will not participate in
the annual bonus in FY2022 and this will be the case for the remainder of the Policy period. Fifty
percent (50%) of total bonus is paid in cash and the remaining 50% is paid in the form DSP awards
deferred for three years.
Pay out ranges are (as a percentage of maximum opportunity):
• Threshold performance: 25%
• On-target performance: 50%
• Maximum performance: 100%
There is straight-line vesting between these points.
The performance measures and their weighting as a percentage of maximum opportunity will be:
• Growth in GTV*: 45%
• Adjusted EBITDA*: 45%
• ESG target: 10%
Actual performance targets are not disclosed prospectively as they are considered to be
commercially sensitive. Full disclosure will be published in the FY2022 Directors’ Remuneration
Report. Malus and clawback provisions apply.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
Strategic report Governance report Financial report
125Annual Report 2021 deliveroo plc
Element Summary and implementation for FY2022
PSP award The maximum opportunity for a PSP award will be 600% of salary for the CFO. The CEO will
not participate in the FY2022 PSP award and this will be the case for the remainder of the
Policy period.
PSP awards vest over three years from the date of grant and are subject to the achievement
of performance measures. A further two-year holding period applies to vested shares.
Payout ranges are (as a percentage of maximum opportunity):
• Threshold performance: 25%
• Maximum performance: 100%
There is straight-line vesting between these points. Vesting of the PSP award will be based on
a matrix of relative TSR versus absolute TSR (targets are set out below). Malus and clawback
provisions apply.
Shareholding
requirement
During employment, Executive Directors are expected to build and maintain a minimum
shareholding of 800% of salary. Executive Directors are expected to retain the net of tax number
of shares they receive through PSP awards until the shareholding requirement has been met.
Post-employment, Executive Directors are required to hold shares after cessation of employment
to the full value of the shareholding requirement (or the existing shareholding if lower at the time
of leaving employment) for a period of two years.
NED fees Non-Executive Directors are paid a base fee and additional fees for acting as Senior Independent
Director and Chair of Board Committees (or to reflect other additional responsibilities and/or
additional/unforeseen time commitments). The Chair of the Board receives an all-inclusive fee.
• Chair fee: £425,000
• Non-Executive Director base fee: £90,000
• Senior Independent Director fee: £35,000
• Committee Chair fee: £35,000
• Employee Engagement Non-Executive Director fee: £20,000
FY2022 PSP award targets
The performance targets for the PSP awards to be granted to the CFO in FY2022 are set out below. Performance will be
measured over a three-year period. Payouts occur on a straight-line basis between each of the performance points. Awards
are also subject to a further two-year post vesting holding period.
Deliveroo’s TSR Percent Rank vs FTSE 100 peer group
TSR Matrix
(% of max payout of TSR element) < 50%
50%
(threshold)
65%
(target)
≥ 80%
(maximum)
The Company’s TSR is calculated based
on an absolute share price figure
< £2.90 Nil Nil Nil Nil
£2.90 (threshold) Nil 25% 45% 65%
£3.90 (target) Nil 45% 63.75% 82.5%
≥ £4.90 (maximum) Nil 65% 82.5% 100%
DIRECTORS’ REMUNERATION REPORT CONTINUED
Annual Report on Remuneration continued
Statement of implementation of the Policy for FY2022 continued
Strategic report Governance report Financial report
126 deliveroo plc Annual Report 2021
Fairness, diversity and wider employee considerations
Overview of the Committee’s process
Given the Company’s standard listing, there is no requirement to comply with the requirements of the UK Corporate
Governance Code. However, the Committee feels it is appropriate to do so given the Company’s commitment to high
standards of corporate governance. In line with the Code, in particular Provision 41, the Committee seeks to understand
why remuneration is appropriate using internal and external measures including pay ratios and pay gaps. The Committee is
therefore committed to ensuring the reward framework is applied appropriately across the organisation with a particular
focus on Executive Directors and Executive Committee members. By maintaining oversight of employee pay, policies and
incentives, the Committee ensures that the approach to Executive Director remuneration is aligned with that applied to the
wider organisation. The Committee is currently kept informed of the following on employee policies and incentives.
As stated in the Chair’s letter matters relating to our Riders, who are a vital part of our three-sided market place, are
considered by the Board given their strategic importance to our business. As they are not employees, Riders do not fall
within the remit of the Committee. For further information on Riders, please see our Business Model section on page 12,
Stakeholder section on page 26 and Sustainability Review on page 35.
Cascade of pay and incentives for employees
The Committee takes steps to ensure that consistent principles are applied to the pay and reward framework for
employees across the organisation. The table below summarises Deliveroo’s key remuneration elements.
Remuneration element Details
Salary Salaries are set to reflect the market value of the role and to aid recruitment and retention. The
Committee is kept informed on the peer groups used for benchmarking salary bands as well as
target positioning for salaries across different functions.
Benefits The Group provides benefits to all employees and these align with local market norms and
regulatory requirements.
Pension Pension contributions in the UK are 5% of salary for all employees. Outside the UK, we comply with
local regulatory requirements.
Annual bonus The majority of our employees share in the success of the Group by participating in either the
annual bonus scheme or a commercial bonus scheme. The annual Company bonus takes into
account both individual performance as well as Company performance, and the commercial
bonus is tied to individual and team KPIs that directly contribute to Company success.
RSP awards The majority of our employees below the Executive Committee level receive equity. This supports
our intention for every employee to think and operate as an owner. Our approach is to provide RSP
awards on appointment and then to provide any additional performance-based awards as part
of the annual performance cycle. Our approach to equity awards across the Company is aligned
to the technology sector, where it is common practice for equity ownership to be widespread
among employees and is awarded on hire and as part of the yearly performance cycle.
PSP awards PSP awards are provided to our senior executives and reinforce the delivery of long term
creation of value for our shareholders and wider stakeholders. The retention of shares by
senior executives post-vesting ensures further long term alignment. Measures and targets
are consistent between participants.
Shareholding
requirement
Supports the alignment of executives’ interests with shareholders. The Executive Directors’
have an 800% of salary shareholding requirement and a lower guideline applies for the
Executive Committee.
Strategic report Governance report Financial report
127Annual Report 2021 deliveroo plc
Fairness, diversity and wider
employee considerations continued
Wider employee engagement
In our Corporate Governance Report on page 70, we explain
how the Board engages with Deliveroo’s employees, and
how important this engagement is to our culture and
performance as an organisation. Employees have not been
directly consulted on Executive Director remuneration;
however, the Committee takes into account general
employee remuneration and related policies, and the
alignment of incentives and rewards with culture when
setting and operating the Policy for Executive Directors’
remuneration. The Committee also receives regular updates
from the Chief People Officer on any changes to the wider
Group’s Remuneration Policy. As set out in the Chair letter
Dominique Reiniche, our Designated Employee Non-Executive
Director, updates the Board on employee engagement
matters. More information on the approach to employee
engagement is set out in the Stakeholder section on page 26
and the People section on page 66.
Diversity and equal opportunities
We are committed to creating an inclusive workplace with
gender equality and fairness at the heart of our practices
and policies. The Committee recognises there is work to do
on Deliveroo’s Gender Pay Gap, and the balance of female
representation, particularly at senior levels within the
Company. Deliveroo’s 2020/21 Gender Pay Gap (GPG) is:
• Mean GPG: 37.2%
• Median GPG: 24.7%
• Mean Bonus Gap: 14.3%
• Median Bonus Gap: (23.2)%
Our aim is to drive sustainable change through a multi-year
action plan led by the Executive Team. As a technology
company we realise that there is a wider, systemic issue of
female representation in the industry, but we are committed
to being part of the solution. We recently became a signatory
to the Tech Talent Charter (TTC), which brings together more
than 600 industries and organisations to drive greater
inclusion and diversity in technology roles.
Over the last year the Company has made significant steps
in its approach to diversity, equity and inclusion (DE&I)
including the appointment of a Director of Global Diversity,
Equity and Inclusion, who has since established a team
dedicated to DE&I matters and has instituted a number of
initiatives to attract and recruit more diverse talent, as set
out below:
• Partnerships with Coding Black Females, the largest
community of black women in tech in the UK.
• Enhancing our recruiting practices by introducing greater
pipeline controls and launching Candidate Self ID to
better understand how female talent moves through the
recruiting pipeline and remove systemic barriers and
minimise bias in our processes.
• The establishment of Belonging Groups which include
Gender Equality, Racial Equality, LGBTQ+ and Wellbeing
to enable employees to engage on Company policy
and activity to ensure there is inclusion of under-
represented groups.
• Piloting a female leadership programme to support the
progression of more female talent to leadership roles.
• The hosting of a series of events during Black
History Month.
Change in the Directors’ remuneration compared
with employees’
Given the Company’s date of incorporation was 25 February
2021, there is no prior year comparison to disclose. Full
disclosure will be provided in future Annual Reports in line
with regulations.
CEO pay ratio
The table set out on page 129 sets out the Company’s first
CEO pay ratio disclosure. For FY2021, we have set out the CEO
pay ratio on the following basis:
• total single figure for FY2021 as reported; and
• total single for FY2021 as reported excluding the one-off
IPO RSU award to the CEO.
As we explained earlier in this report on page 121, although
the one-off RSU award to the CEO is not part of the Policy, it
is included in the FY2021 single total figure of remuneration
as it was granted during FY2021. The one-off nature of this
award (which is contingent upon continued employment)
means that the CEO pay ratio for FY2021 is high. To enable a
more meaningful comparison, we have therefore presented
the pay ratio on both a reported basis and excluding the
one-off RSU award.
CEO pay ratio data is presented for FY2021. The data shows
how the CEO’s single figure of remuneration for FY2021
(as taken from the single figure remuneration table)
compares with the single figure of remuneration for
full-time equivalent UK employees, ranked at the 25th,
50th and 75th percentile.
We have chosen Option A under the Regulations for the
calculation, which takes into consideration full-time
equivalent basis of all UK employees and provides a
representative result of employee pay conditions across
the Company. This option was selected as it was considered
to be the most efficient and robust approach in respect
of gathering the required data and in particular was
considered to be the most accurate way of identifying the
best equivalents of the 25th, 50th and 75th percentiles.
DIRECTORS’ REMUNERATION REPORT CONTINUED
Strategic report Governance report Financial report
128 deliveroo plc Annual Report 2021
The data for employees was calculated by reference to data for FY2021. The salary, benefits and equity plan data has been
taken on a full-time equivalent basis; however, the annual bonus amounts for employees have been taken on an estimated
basis. All other elements were calculated in line with the single figure methodology. The data for the CEO is the single figure of
remuneration for FY2021 as taken from the single figure remuneration table.
Year Methodology
25th percentile
ratio
50th percentile
ratio
75th percentile
ratio
FY2021 (reported total single figure)
1
Option A 3,093:1 1,355:1 783:1
FY2021 (excluding CEO’s one-off RSU award)
1
Option A 16:1 7:1 4:1
1. Total pay for employees includes equity received in the form of restricted share awards as this is part of the ongoing remuneration structure for employees.
Total pay and benefits for all have been calculated as at financial year end in accordance with the single figure methodology
and are based on full-time equivalent pay and benefits. We have not omitted any pay elements from the calculation.
The table below sets out the salary and total pay and benefit details for the CEO and the employees at the 25th, 50th and
75th percentiles.
FY2021
Pay data
Salary
£’000
Total pay
1
and benefits
£’000
CEO (reported) 519.2 106,181.5
UK employee 25th percentile 31.0 34.3
UK employee 50th percentile 59.0 78.4
UK employee 75th percentile 87.3 135.6
1. Total pay for employees includes equity received in the form of restricted share awards as this is part of the ongoing remuneration structure for employees.
In view of the fact that the Company’s date of incorporation was in February 2021, there is no comparable prior year pay
ratio to disclose.
We recognise that the CEO pay ratio outcomes are driven by the one-off RSU award granted to our CEO in FY2021 which is
different to the structure of restricted shares for our employees. The Committee notes that there will be a decrease in
the CEO pay ratio in future years during the Policy period as the CEO will not be participating in the annual bonus nor will be
participate in any PSP awards. The Committee reviews information about employee pay, reward and progression policies of
the Group and is comfortable that the median pay ratio is consistent with these policies and the need to ensure the Group
can attract the best talent to achieve its strategic objectives.
Relative importance of spend on pay
The table below shows the expenditure of the Company on staff costs against dividends paid to shareholders in 2021. Given
the date of incorporation, a prior year comparison is not provided. Full disclosure of year-on-year change will be provided in
subsequent Remuneration Reports.
Relative importance of spend on pay
FY2021
£m
Employee costs 284.7
Dividends —
Strategic report Governance report Financial report
129Annual Report 2021 deliveroo plc
Other disclosures
Who supports the Committee?
During the financial year, PwC advised the Committee on all
aspects of the Remuneration Policy for Executive Directors
and members of the Executive Committee. Following a
selection process carried out by the Committee post
Admission, PwC was formally appointed by the Remuneration
Committee. PwC is a member of the Remuneration
Consultants Group and the voluntary code of conduct of
that body is designed to ensure objective and independent
advice is given to remuneration committees. Other PwC
teams provide certain non-audit services to the Company
in areas of tax and consulting. The Committee is satisfied
that no conflicts of interest exist in the provision of these
services and that the advice provided is independent and
objective. Fees of £56,000 were provided to PwC during the
financial year in respect of remuneration advice received.
Fees were determined via a combination of fixed fees and
time and expenses.
The Committee receives support from Caleb Merkl
(Chief People Officer) and Catherine Sukmonowski
(Group Company Secretary).
Statement of shareholding voting
This is the first Policy and Directors’ Remuneration Report
submitted to shareholders. Disclosure of the voting results
at the FY2021 AGM in 2022 will be presented in the Annual
Report on Remuneration for FY2022.
This Directors’ Report on Remuneration has been prepared in
accordance with Schedule 8 to The Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations
2008 (as amended), the revised provisions of the Code and
the Listing Rules. This report was reviewed and approved by
the Remuneration Committee.
DIRECTORS’ REMUNERATION REPORT CONTINUED
Strategic report Governance report Financial report
130 deliveroo plc Annual Report 2021
DIRECTORS’ REPORT
The Directors of Deliveroo plc (the Company) present their
Annual Report together with the audited consolidated
financial statements for the year ended 31 December 2021.
The Directors’ Report, prepared in accordance with the
requirements of the Companies Act 2006 and the UK Listing
Authority’s Listing Rules, and Disclosure and Transparency
Rules, comprises the Governance section (pages 70 to
130), the Directors’ Report (pages 131 to 136) and the
Shareholder Information section at the back of this Report.
Other information that is relevant to the Directors’ Report,
and which is incorporated by reference into the Directors’
Report, is set out in the table on page 136.
Strategic Report
Deliveroo plc is required by the Companies Act 2006 to
prepare a Strategic Report that includes a fair review of the
Company’s business, the development and performance
of the Company’s business during the period, the position
of the Company at the end of the year ended 31 December
2021, and a description of the principal risks and
uncertainties faced by the Company. The Strategic Report
on pages 1 to 69 is incorporated by reference and shall be
deemed to form part of this Directors’ Report.
Results and dividend
Loss for the year from continuing operations amounted
to £303.7 million (2020: £208.4 million). Loss for the year
attributable to the owners of the Company amounted to
£308.5 million (2020: £226.4 million). A review of the Group’s
consolidated results is set out from page 146.
No dividend has been declared or paid in the current or
comparative periods. Given the early stage of maturity of the
online food category, Deliveroo remains focused on investing
to maximise long-term free cash flow per share, believing
that this is the best way to drive long-term shareholder
value. The dividend policy will be reviewed on an ongoing
basis, but the Company does not expect to declare or pay
any dividends for the foreseeable future. Consequently, the
Directors do not recommend the payment of a dividend
for FY2021.
The Board
Board of Directors and their interests
Details of the Directors who held office at the end
of the year and their biographical details are set
out on pages 72 to 74 and also on our website at
https://corporate.deliveroo.co.uk. Changes to the Board
during the year and up to the date of this report are set out
on page 80. The Directors’ interest in the Ordinary Shares and
options of the Company are disclosed within the Directors’
Remuneration Report on page 93.
Appointment and retirement of Directors
The Board may from time to time appoint one or more
Directors. Any such Director shall hold office only until the
next Annual General Meeting (AGM) and shall then be subject
to reappointment by the Company’s shareholders. It is
the current intention that at the Company’s next AGM all
continuing Executive and Non-Executive Directors will retire
and offer themselves for reappointment in compliance with
the 2018 Corporate Governance Code.
Directors’ conflicts of interest
Directors have a statutory duty to avoid situations in which
they have, or may have, interests that conflict with those
of Deliveroo, unless that conflict is first authorised by the
Board. The Company has in place procedures for managing
conflicts of interest. The Company’s Articles of Association
(the Articles) also contain provisions to allow the Directors
to authorise potential conflicts of interest so that a Director
is not in breach of his or her duty under company law. Should
a Director become aware that he or she has an interest,
directly or indirectly, in an existing or proposed transaction
with Deliveroo, he or she should notify the Board in line with
the Company’s Articles. Directors have a continuing duty to
update any changes to their conflicts of interest.
Directors’ insurance and indemnities
The Company maintained Directors’ and Officers’ liability
insurance cover throughout the period, providing
appropriate cover for legal action brought against the
Directors. The Directors are also able to obtain independent
legal advice at the Company’s expense, as necessary, in
their capacity as Directors. The Company has entered into
deeds of indemnity with each Director, which provide that
the Company shall indemnify the Directors to the fullest
extent permitted by law and the Articles, in respect of all
losses arising out of, or in connection with, the execution of
their powers, duties and responsibilities as Directors of the
Company or any of its subsidiaries.
Employees
Diversity and equal opportunities
Deliveroo’s objective is to have a diverse workforce and
our long-term aim is that the composition of our workforce
should broadly reflect that of the communities within which
we operate. We fundamentally believe it’s right to give all
people, regardless of their background, the opportunity
to contribute and succeed at Deliveroo. We believe that
individuals should be treated on their merits and that any
employment-related decisions should be based on objective
job-related criteria such as aptitude, performance and
skills. Read more about our approach to diversity, equity and
inclusion in our People section on page 66.
Strategic report Governance report Financial report
131Annual Report 2021 deliveroo plc
DIRECTORS’ REPORT CONTINUED
Employees continued
Employment policies and employment of disabled persons
The Company has in place a number of policies covering
important issues including diversity, equity and inclusion,
equal opportunities and wellbeing. We are committed
to creating an environment where our people can all
be happy, proud to work and excel. To do this, we are
an equal opportunity employer. Subject to local laws, all
qualified job applicants will receive consideration for
employment without regard to their race, religion or belief,
sex, gender reassignment, sexual orientation, marriage
and civil partnership, pregnancy and maternity, disability
or age. We take all reasonable steps to ensure equality
of opportunity in recruitment, as well as in training and
development opportunities and conditions and terms of
work and pay. Persons with disabilities are given full and
fair consideration for available roles and we are committed
to providing reasonable adjustments for individuals with
disabilities throughout our job application process and their
career with the Company. We place a responsibility on our
employees to comply with these policies.
Employee communication and engagement
Management regularly communicates and engages with
employees and provides them with information on matters
relevant to them as employees. This supports employees’
collective understanding of the financial and economic
factors that affect the performance of the Company as well
as other matters which may impact employees (such as
diversity and inclusion initiatives) and provides the Company
with an insight into employee views which can then be taken
into account. Details on how the Board and management
have communicated and engaged with employees while
taking into account their interests in decision making during
the year can be found in the Stakeholder engagement
section on page 26 and in the People section on page 66.
The Company recognises the importance of employee share
ownership and incentivises employee involvement in the
Company’s performance through the award of share options
to certain employees. Further details of the Company’s share
schemes are set out in the Directors’ Remuneration Report
on page 93.
Shares
Share capital and rights attaching to shares
Details of the issued share capital, together with details
of movements in the issued share capital of the Company
during the year, are shown in note 23. This is incorporated
by reference and deemed to be part of this Report.
As at 31 December 2021, the Company had two classes
of Ordinary Shares namely, Class A and B Ordinary Shares.
The Class A Ordinary Shares are listed on the standard
listing segment of the Financial Conduct Authority’s Official
List and traded on the Main Market for listed securities
of the London Stock Exchange. The Class B Ordinary
Shares, are not admitted to listing and trading and are
held by the Company’s CEO and Founder, Will Shu. As at
31 December 2021, the Company’s issued share capital
consisted of 1,754,496,973 Class A Ordinary Shares of
£0.005, and 100,299,642 Class B Ordinary Shares of £0.005.
The Company does not hold any Class A or Class B Ordinary
Shares in treasury.
Save as provided in the Company’s Articles of Association,
in particular Articles 49 and 71, Class B Ordinary Shares
rank pari passu with Class A Ordinary Shares in all respects.
The rights and obligations attaching to the Company’s Class
A and Class B Ordinary Shares are set out in the Company’s
Articles of Association and are summarised on pages
133 and 134.
Strategic report Governance report Financial report
132 deliveroo plc Annual Report 2021
Specific rights attaching to Class B Ordinary Shares
General
Holders of Class A and B Ordinary Shares have the rights
accorded to them under UK company law, including
the rights to receive the Company’s Annual Report
and Accounts, attend and speak at general meetings,
appoint proxies and exercise voting rights.
For as long as any Class B Ordinary Shares are in issue, no
consolidation and/or sub-division of Class A Ordinary Shares
shall be effected without simultaneous consolidation and/or
sub-division of the Class B Ordinary Shares (and vice versa).
No admission to listing or admission to trading shall be
sought for Class B Ordinary Shares while they remain Class B
Ordinary Shares.
Income
Subject to the provisions of the Companies Act, the
Company may declare dividends in accordance with the
respective rights of the members, but no dividend shall
exceed the amount recommended by the Board.
On a distribution of profits, whether by cash dividend or
otherwise (Articles 49), Class B Ordinary Shares shall rank pari
passu with the rights to distributions of profits attached to
Class A Ordinary Shares.
Capital
On a return of capital, whether on a winding-up or
otherwise, distributions will be divided among members
in specie as detailed in Article 50.
Class B Ordinary Shares shall rank pari passu with the rights
to the assets of the Company attached to Class A Ordinary
Shares as stated in Article 50.
Convening General Meetings and voting
Class A Ordinary Shareholders at a general meeting are
entitled to one vote when voting on a resolution on a
show of hands or by poll.
For so long as Class B Ordinary Shares remain in issue
and are held by the Founder or any Permitted Transferee,
the Founder (or, if the Founder is no longer a B Ordinary
Shareholder, the B Ordinary Shareholder that holds the
largest number of B Ordinary Shares then in issue) shall be
entitled to requisition a general meeting of the Company.
On a vote on a resolution on a show of hands, a Class B
Ordinary Shareholder shall have one vote. When voting on a
poll, if the Class B Ordinary Shares are held by the Founder
or any Permitted Transferee, the Founder or Permitted
Transferee is entitled to 20 votes for every B Ordinary Share
of which they are a holder, otherwise a Class B Shareholder
other than the Founder or Permitted Transferee is entitled to
one vote for every B Ordinary Share held on a poll vote.
Variation of rights
Subject to the Companies Act 2006, rights attached to
any class of shares may be varied with the consent in
writing of the holders of three quarters in nominal value
of the issued shares of the class or with the sanction
of a special resolution passed at a separate general
meeting of such class.
The rights attached to Class B Ordinary Shares may also be
varied or abrogated in accordance with Article 13 or with the
prior written consent of the Founder.
Class B Ordinary Shares shall not be, and shall not be deemed
to be, varied or abrogated in any respect by the purchase by
the Company or cancellation of any Class A Ordinary Shares.
Class B Ordinary Shares shall be deemed varied in the event
of the creation, allotment or issue of another class of Shares
and as detailed in Articles 53 (a) and 53 (b).
Strategic report Governance report Financial report
133Annual Report 2021 deliveroo plc
DIRECTORS’ REPORT CONTINUED
Specific rights attaching to Class B Ordinary Shares
Restrictions on transfer or conversion of
Ordinary Shares
The Articles do not contain any restrictions on the
transfer of Class A or Class B Ordinary Shares in the
company other than the usual restrictions applicable
where any amount is unpaid on a share.
All issued share capital of the Company at the date of
this Annual Report is fully paid.
Certain restrictions are also imposed by laws and
regulations (such as insider dealing and marketing
requirements relating to closed periods) and
requirements of the market abuse regulation whereby
Directors and certain employees of the Company
require prior approval to deal in the Company’s
securities.
A Class B Ordinary Shareholder that is the Founder or a
Permitted Transferee is entitled, by giving notice, to require the
Company to convert some or all of the Class B Ordinary Shares
held into Class A Ordinary Shares, on a one-for-one basis.
Upon a transfer of Class B Ordinary Shares to a person who
is not the Founder or a Permitted Transferee, such Class B
Ordinary Shares shall convert into Class A Ordinary Shares, on
a one-for-one basis.
If a person other than the Founder or a Permitted Transferee
has any interest in any Class B Ordinary Shares the Board
shall serve a notice on the holder or holders of such Affected
Shares and the Affected Shares will convert into Class A
Ordinary Shares, on a one-for-one basis automatically.
All issued and outstanding Class B Ordinary Shares shall
convert into Class A Ordinary Shares, on a one-for-one basis
automatically at 11.59pm on the date falling on the third
anniversary of the date on which the Class A Ordinary Shares
were admitted for trading on the London Stock Exchange, or
in any event as detailed in article 60(b).
Conversion of any Class B Ordinary Shares pursuant to Articles
54 to 60 (inclusive) shall be effected by re-designation of the
relevant Class B Ordinary Shares as Class A Ordinary Shares.
After the conversion of all issued and outstanding Class B
Ordinary Shares into Class A Ordinary Shares, no further Class
B Ordinary Shares will be allotted or issued by the Company.
Issues of shares pursuant to employee share schemes
The allotment of Class A Ordinary Shares pursuant to an employee share scheme may occur without any equivalent
allotment of Class B Ordinary Shares (and such an allotment shall not be or be deemed to be a variation or abrogation of
the rights attached to the Class B Ordinary Shares).
Substantial interests
The Company has received notifications of major interests in
its issued Class A Ordinary Share capital in accordance with
Rule 5 of the Disclosure Guidance and Transparency Rules (DTR).
As only the Class A Ordinary Shares are admitted to listing and
trading, these notifications are based on the total number of
voting rights attributable to the Class A Ordinary Shares only
(and not the aggregate of voting rights attributable to both
the Class A and Class B Ordinary Shares). As at 31 December
2021 the Company had received notification of the following
interests in voting rights pursuant to Chapter 5 of the DTR:
Shareholder
% of total
voting rights
Shares
held
Amazon.com NV Investment
Holdings LLC 12.39% 215,286,288
FMR LLC 9.93% 172,642,282
T.Rowe Price International Ltd 8.36% 145,296,342
DST Global V, L.P. 7.91% 137,360,328
Delivery Hero SE 5.09% 87,376,470
Since the 31 December 2021, and up to the date of this
report, we have received further notifications in accordance
with DTR 5 from T. Rowe Price on 10 March 2022, disclosing
a holding of 5.00% and on 11 March 2022, disclosing a
holding of 4.81%.
Shares continued
Share capital and rights attaching to shares continued
Strategic report Governance report Financial report
134 deliveroo plc Annual Report 2021
The Company
Articles of Association
The Company’s Articles of Association set out the internal
regulation of the Company and cover such matters as
the rights of shareholders, the appointment or removal
of Directors, and the conduct of the Board and general
meetings. Copies are available from the Company Secretary.
The Company’s Articles may only be amended by a special
resolution at a general meeting of the shareholders.
Financial instruments
Details of the Group’s use of financial instruments, together
with information on our financial risk management
objectives and policies, hedging policies and our
exposure to financial risks, can be found in Note 27 of the
consolidated financial statements.
Going concern
The Company’s Going Concern Statement for the Group
and the Company are set out on pages 64 and 151 of the
financial statements and are incorporated by reference and
shall be deemed to be part of this Report.
Independent auditor and disclosure of information to
the auditor
Each person who is a Director at the date of approval of this
Report and the financial statements confirms that:
(i) such Director has taken all the steps that they ought to
have taken as a Director in order to make themselves
aware of any relevant audit information and to establish
that the Group’s auditor is aware of that information; and
(ii) so far as each Director is aware, there is no relevant
audit information of which the Group’s auditor
is unaware.
This confirmation is given and should be interpreted in
accordance with the provisions of s418 of the Companies
Act 2006.
Deloitte LLP have expressed their willingness to continue in
office as auditor and a resolution to reappoint them will be
proposed at the forthcoming Annual General Meeting.
Political donations and expenditure
It is the Company’s policy not to make political donations
and no such political donations were made during the
period since the IPO. In line with 2021 and reflecting the
practice of many other London-listed companies, the
Board will be seeking shareholder approval for political
donations at the forthcoming AGM. This is a precautionary
measure, for the Company and its subsidiaries to be able
to make donations and/or incur expenditure which may
be construed as “political” by the wide definition of that
term included in the relevant legislation. Further details are
provided in the Notice of this year’s Annual General Meeting.
There were no political donations made or political
expenditure incurred during the 2021 financial year.
Related party transactions
Company processes are in place to ensure that any related
party transactions involving Directors, or their closely
associated persons, are conducted on an arm’s length basis
and are properly recorded and disclosed where appropriate.
Research and development
Expenditure on the research phase of projects to develop
new customised software for our App is recognised as an
expense as incurred. Costs that are directly attributable to
a project’s development phase are recognised as intangible
assets. During the year, development costs of £34.6 million
have been capitalised (2020: £20.5 million).
Significant contracts and change of control
The following significant agreements, which were in force
at 31 December 2021, take effect, alter or terminate on a
change of control of the Company:
Subsidiaries and principal activities
The Company is the holding company of the Deliveroo
Group of companies, the principal activities of which are
described in this Annual Report. The Group’s subsidiaries
and their locations are set out on pages 186 and 187 of the
financial statements.
Revolving credit facility
On 7 April 2021, Roofoods Ltd (as borrower and guarantor),
Deliveroo France SAS, Deliveroo Ireland, Limited and Deliveroo
Italy SRL (as guarantors) entered into a revolving credit
facility agreement (the “RCF”) with a small group of lenders,
providing sterling and Euro denominated revolving credit
facilities of up to £150 million for general and working
capital purposes of the Group . The key terms of the RCF
include: (i) Roofoods Ltd as initial borrower; (ii) an initial
term of 36 months which can be extended for up to an
additional 24 months; (iii) provision of information covenants
and financial covenants; (iv) the provision of guarantees by
certain Group companies in respect of certain obligations
under the RCF; and (v) springing security if a minimum
liquidity level is breached for multiple testing periods. To
date, no drawdowns have been made pursuant to the RCF.
Other agreements
The Company does not have agreements with any Director
or employee that would provide compensation for loss of
office or employment resulting from a change of control on
takeover or merger.
There are provisions in the Company’s share plans which
could result in options or awards vesting or becoming
exercisable on a change of control. For further information
on the change of control provisions in the Company’s
share plans refer to the Directors’ Remuneration Report
on page 93.
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135Annual Report 2021 deliveroo plc
The Company continued
Tax strategy
The Group is committed to complying with its statutory
obligations in relation to the payment of tax including
full disclosure of all relevant facts to the appropriate tax
authorities. In managing its tax affairs, the Group recognises
its responsibilities as a taxpayer and the need to protect
the corporate reputation inherent in the brand. Further
information on the Group’s tax strategy is available on the
Company’s website.
The Board has ultimate responsibility for the Group’s tax
strategy although the day-to-day management rests with
executive management. The Chief Financial Officer (CFO) has
ultimate responsibility for tax matters. The VP of Finance
is the named Senior Accounting Officer of the Group. The
CFO, the VP of Tax and other senior management personnel
advise the Board on the tax affairs and risks to the Group
Environmental disclosures.
Required disclosures under LR9.8.4
The information to be included in the 2021 Annual Report and Accounts under LR 9.8.4, where applicable, can be located as
set out below.
Page(s)
Interest capitalised by the Group N/A
Unaudited financial information N/A
Long-term incentive schemes
122 &
126
Directors’ waivers of emoluments 124
Directors’ waivers of future emoluments 124
Allotment for cash on equity shares (issuer) N/A
Allotment for cash on equity shares
(major subsidiaries) N/A
Listed company is a subsidiary of another company N/A
Contracts of significance involving a Director N/A
Contracts of significance involving a
controlling shareholder N/A
Waivers of dividends N/A
Waivers of future dividends N/A
Agreement with a controlling shareholder N/A
Page(s)
Other information that is relevant to this report, and
which is incorporated by reference
Board of Directors during 2021 financial year 72
Directors’ service contracts and letters
of appointment 118
Directors’ share interests 124
Events arising after the reporting period 181
Future developments of the business of the Group
2 &
20
Greenhouse gas emissions, energy consumption
and energy efficiency 43
Non-financial information statement 65
Section 172 statement and stakeholder engagement 26
Greenhouse gas emissions and energy consumption
Details of the Company’s greenhouse gas emissions,
energy consumption, energy efficiency action and Group
disclosures required by the Streamlined Energy and Carbon
Reporting (SECR) regime can be found on pages 42 and 43 of
the Strategic Report.
The Strategic Report (from pages 1 to 69) and the Directors’
Report (as described on page 131) have been approved by
the Board on 24 March 2022.
By order of the Board:
Catherine Sukmonowski
Company Secretary
24 March 2022
Registered office address: The River Building,
Level 1, Cannon Bridge House, 1 Cousin Lane, London,
United Kingdom EC4R 3TE
Registered in England and Wales. Registered
number 13227665
DIRECTORS’ REPORT CONTINUED
Strategic report Governance report Financial report
136 deliveroo plc Annual Report 2021
DIRECTORS’ RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have prepared the Group and the Company
financial statements in accordance with UK-adopted
international accounting standards in conformity
with the requirements of the Companies Act 2006
and International Financial Reporting Standards (IFRS
Standards). The financial statements also comply with
International Financial Reporting Standards as issued by
the IASB. The Directors have also chosen to prepare the
Parent company financial statements in accordance with
International Accounting Standards (Financial Reporting
Standard 102 The Financial Reporting Standard applicable
in UK and Republic of Ireland (FRS 102)) in conformity with
requirements of the Companies Act 2006.
Under company law the Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group
and Parent Company and of their profit or loss for that
period. In preparing each of the Group and Parent Company
financial statements, the Directors are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and estimates that are reasonable,
relevant, reliable and prudent;
• for the Group financial statements, state whether
international accounting standards in conformity with
the requirements of the Companies Act 2006 and IFRSs
have been followed, subject to any material departures
disclosed and explained in the financial statements;
• for the Parent Company financial statements, state
whether applicable UK accounting standards have
been followed, subject to any material departures
disclosed and explained in the Parent Company
financial statements;
• assess the Group and Parent Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern; and
• use the going concern basis of accounting unless
they either intend to liquidate the Group or the Parent
Company or to cease operations, or have no realistic
alternative but to do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the company
and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Parent Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the
Parent Company and enable them to ensure that financial
statements comply with the Companies Act 2006. They are
responsible for such internal control as they determine is
necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking
such steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the Directors are
also responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate
Governance Statement that complies with that law and
those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the UK governing
the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Each of the Directors, whose names and functions are
listed on pages 72 to 74, confirm that, to the best of
their knowledge:
• that the consolidated financial statements, prepared
in accordance with international accounting standards
in conformity with the requirements of the Companies
Act 2006 and IFRSs, give a true and fair view of the
assets, liabilities, financial position and profit or loss
of the Company and the undertakings included in the
consolidation taken as a whole;
• the Strategic Report includes a fair review of the
development and performance of the business and the
position of the issuer and the undertakings included
in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that
they face.
• that they consider the Annual Report and Accounts, taken
as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to
assess the Group’s position and performance, business
model and strategy.
These statements were approved by the Board on 24 March
2022 and signed on its behalf by
Will Shu
Chief Executive Officer
Adam Miller
Chief Financial Officer
Strategic report Governance report Financial report
137Annual Report 2021 deliveroo plc
Report on the audit of the financial statements
1 Opinion
In our opinion:
• the financial statements of Deliveroo plc (the ‘parent
company’) and its subsidiaries (the ‘Group’) give a true
and fair view of the state of the Group’s and of the Parent
Company’s affairs as at 31 December 2021 and of the
Group’s loss for the year then ended;
• the Group financial statements have been properly
prepared in accordance with United Kingdom adopted
international accounting standards and International
Financial Reporting Standards (IFRSs) as issued by the
International Accounting Standards Board (IASB);
• the parent company financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice, including
Financial Reporting Standard 102 “The Financial Reporting
Standard applicable in the UK and Republic of Ireland”; and
• the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements which comprise:
• the consolidated income statement and statement of
comprehensive income;
• the consolidated statement of financial position;
• the consolidated statement of changes in equity;
• the consolidated statement of cash flows;
• the parent company balance sheet;
• the parent company statement of changes in equity; and
• the notes 1 to 30 to the consolidated financial
statements and notes 1 to 9 to the parent company
financial statements.
The financial reporting framework that has been applied
in the preparation of the Group financial statements is
applicable law, United Kingdom adopted international
accounting standards and IFRSs as issued by the IASB. The
financial reporting framework that has been applied in the
preparation of the parent company financial statements is
applicable law and United Kingdom Accounting Standards,
including FRS 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland” (United Kingdom
Generally Accepted Accounting Practice).
2 Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further
described in the auditor’s responsibilities for the audit of
the financial statements section of our report.
We are independent of the Group and the parent company
in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the
UK, including the Financial Reporting Council’s (the ‘FRC’s’)
Ethical Standard as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements. The non-audit
services provided to the Group and parent company for the
year are disclosed in note 26 to the financial statements. We
confirm that we have not provided any non-audit services
prohibited by the FRC’s Ethical Standard to the Group or the
parent company.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
3 Summary of our audit approach
Key audit matters The key audit matters that we identified in the current year were:
• Rider classification: Uncertain legal and tax positions
• Accounting for negative revenue arising from consumer vouchers
Materiality The materiality that we used for the Group financial statements was £14.9 million which was
determined on the basis 0.8% of revenue.
Scoping The scope of our Group audit includes full scope audits for significant components in the UK and
France and specified procedures for all other trading locations.
INDEPENDENT AUDITOR’S REPORT
to the members of Deliveroo Plc
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138 deliveroo plc Annual Report 2021
Report on the audit of the financial statements continued
4 Conclusions relating to going concern
In auditing the financial statements, we have concluded
that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is
appropriate.
Our evaluation of the directors’ assessment of the Group’s
and parent company’s ability to continue to adopt the going
concern basis of accounting included:
• understanding the detailed steps of the forecasting
process through enquires with management and
inspection of underlying models;
• assessing the arithmetic accuracy of the models used
to prepare the Group’s base case forecast and related
scenarios;
• reviewing the Group’s facility agreements to understand
principal terms and the related financial covenants;
• challenging management on the appropriateness of
forecast assumptions by:
• assessing key assumptions underpinning the
Group’s forecast with reference to external data
where possible;
• comparing and assessing the historical accuracy of
forecasts against previous performance;
• performing additional sensitivity scenario analysis.
• assessing the appropriateness of the Group’s
disclosure concerning going concern and potential
uncertainties arising.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Group’s and parent company’s
ability to continue as a going concern for a period of at least
twelve months from when the financial statements are
authorised for issue.
In relation to the reporting on how the Group has applied the
UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the directors’
statement in the financial statements about whether the
directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
5 Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These
matters included those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion
on these matters.
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139Annual Report 2021 deliveroo plc
Report on the audit of the financial statements continued
5 Key audit matters continued
5.1 Rider classification: Uncertain legal and tax positions
Key audit matter description The group is subject to various legal and regulatory investigations and challenges across
the territories it operates in. Judgement is applied in assessing each matter on a case by
case basis, with reference to the criteria set out in IAS 37 “Provisions, contingent liabilities
and contingent assets”.
Riders for the Group are self-employed, other than in countries where they are engaged
by an agency. As regulators and legislatures consider the new on-demand economy,
companies operating in the gig economy will be subject to regulatory scrutiny and possible
investigations. Management’s view, taking into account consultation with independent
employment law experts in each territory where there is challenge, is that the underlying
facts and circumstances support the position taken in the respective territories.
However, this is an area of significant judgement and open to challenge whilst the law and
the political landscape is evolving. The legal status of the Group’s riders potentially has
implications for taxation, VAT and pension payments.
This is an area of significant judgement which is open to challenge in certain territories,
therefore, we identified the completeness, valuation and allocation of legal and tax
provisions as a key audit matter.
The Group recognised provisions of £81.7 million (2020: £112.3 million) (see note 22) and
disclosed contingent liabilities of £37.3 million (2020: £10.3 million), with an additional
contingent liability in relation to a new, regulatory challenge at an early stage for which
management has assessed a range from £75 million to £200 million representing their best
estimate in the event of a potential adverse outcome (see note 29).
See note 3 of the consolidated financial statements for further detail on the accounting
policies for the recognition of provisions and contingent liabilities and see page 89 of the
Audit and Risk committee report.
How the scope of our audit
responded to the key
audit matter
In responding to the identified key audit matter, we completed the following audit procedures:
• obtained an understanding of the relevant controls over management’s assessment of
legal compliance;
• made enquiries of members of management who have responsibility for understanding
and evaluating the political landscape and risk within each country;
• conducted inquiries with the group’s legal counsel and external legal advisors to assess
the current position of all existing legal and tax investigations and claims and any
potential new matters which may exist;
• challenged management’s judgements and assumptions in relation to the recognition
of a provision or contingent liability for each legal or tax matter identified including
where certain contingent liabilities cannot be quantified. Our work incorporated our
own employment tax and legal specialists in designing our audit approach, to evaluate
management’s judgements against our expectation of the quantum and likelihood of
liabilities, including consideration of any contradictory evidence;
• performed a review of the historical legal provisions, to assess whether positions are
consistently applied from the prior year and evaluate any potential changes in position;
• engaged Deloitte risk advisory specialists in assessing completeness by legal issues
through media and social media searches; and
• assessed the adequacy of the disclosures made in relation to rider classification in the
Group’s financial statements.
Key observations Based on our audit procedures we were satisfied with the judgements taken by
management and that the resulting provisions and contingent liabilities are reasonable.
INDEPENDENT AUDITOR’S REPORT CONTINUED
to the members of Deliveroo Plc
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140 deliveroo plc Annual Report 2021
Report on the audit of the financial statements continued
5 Key audit matters continued
5.2 Accounting for negative revenue arising from consumer vouchers
Key audit matter description The Group invests in marketing specifically to drive consumer acquisition and retention.
Some of this spend is in the form of vouchers that can be applied to transactions ordered
on the Deliveroo platform. IFRS 15: “Revenue from contracts with customers”, does not
specify requirements or guidance on the treatment of such costs where the consideration
payable to the consumer exceeds the transaction price leading to negative revenue, i.e.
costs in excess of user fee revenue from that consumer, since the consumer is Deliveroo’s
customer in the delivery relationship.
The accounting policy adopted by the Group first allocates the cost of the voucher against
the user fee element paid by the consumer, for example delivery fees, and then recognises
the excess of the voucher cost as a marketing cost, having first offset any historic
cumulative revenue from the consumer. The directors have applied judgement in deciding
whether to present the cost of these vouchers as negative revenue or as an expense. Any
subsequent sales to that consumer are recognised as revenue in the usual way. The basis
for their judgement is disclosed in note 3 and this has also been an area of focus for the
Audit and Risk Committee, see page 89 to their report
During the period the Group has treated £41.3 million (2020: £23.0 million) of excess voucher
cost as an operating expense.
How the scope of our audit
responded to the key
audit matter
To address the risk identified over the accounting for negative revenue arising from
customer vouchers, our audit procedures included:
• obtaining an understanding of relevant controls over the accounting for consumer vouchers;
• evaluating the position paper prepared by management against available accounting
guidance, with a focus on where and how mangement’s approach is adopted in practice;
• considering contradictory evidence or potential management bias, for example
considering the impact on the Group’s alternative performance measures;
• performing substantive audit procedures on the underlying consumer and transaction
data; these included:
• working with our data analytics specialists to recalculate the negative revenue to
be offset;
• testing a sample of consumer transactions to source data and analysing consumer
transaction history to assess the level of historical revenue from that consumer;
• assessing whether the disclosure about this critical judgement in note 3 sets out the
pertinent facts.
Key observations We consider management’s accounting treatment to recognise negative revenues as an
expense to be acceptable.
Strategic report Governance report Financial report
141Annual Report 2021 deliveroo plc
Report on the audit of the financial statements continued
6. Our application of materiality
6.1 Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in
planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Parent company financial statements
Materiality £14.9 million £14.1 million
Basis for determining
materiality
We determined materiality based on 0.8%
of Group revenue.
Parent company materiality is determined on
the basis of net assets and capped at 95% of
group materiality.
Rationale for the
benchmark applied
We determined materiality based on
revenue given the importance of this
as a measure of overall performance of
the Group.
The parent company’s principal activity is to hold
investments in other Group companies. As a result,
we considered net assets to be the most relevant
benchmark on which to base materiality.
6.2 Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected
and undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Parent company financial statements
Performance materiality 65% of Group materiality 65% of parent company materiality
Basis and rationale for
determining performance
materiality
We determined performance materiality with reference to factors such as the quality of
the control environment and the historical error rate.
6.3 Error reporting threshold
We agreed with the Audit and Risk Committee that we would
report to the Committee all audit differences in excess of
£743,000, as well as differences below that threshold that,
in our view, warranted reporting on qualitative grounds. We
also report to the Audit and Risk Committee on disclosure
matters that we identified when assessing the overall
presentation of the financial statements.
7 An overview of the scope of our audit
7.1 Identification and scoping of components
Our Group audit was scoped by obtaining an understanding
of the Group and its environment, and assessing the risks of
material misstatement at the Group level.
The scope of our Group audit included full scope audits for
significant components in the UK and France and specified
procedures for all other trading locations. The results for
these entities accounted for 99% of the Group’s revenue,
97% of rider costs and 96% of the Group’s total assets.
These procedures were completed using component
materiality to support the Group audit opinion. Our revenue
and rider cost reconciliation testing covered 99.6% of
commissions and delivery fee revenue and 100% rider costs.
For the entities not subject to full scope audits or specified
procedures, we tested the consolidation process and
conducted analytical procedures to confirm our conclusion
that there were no material misstatements in the aggregated
financial information. All entities are currently managed in
the UK and all audit work relevant to the Group audit was
conducted by the Group and audit team based in London.
7.2 Our consideration of the control environment
In order to evaluate business cycle controls, we performed
walkthrough procedures over key cycles, including, financial
reporting, uncertain legal and tax positions, revenue, payroll,
and purchase to pay, in order to understand whether
controls were effectively designed to address the related
risk. We then assessed the design and implementation of the
key controls identified within the above processes across
the audit period. We also performed operating effectiveness
testing over the key controls within the revenue processes
to determine whether the controls had operated effectively
in the financial year.
We involved IT specialists to test the general IT controls
over key financial reporting systems, relevant automated
controls within those systems, and key controls over
interfaces between the systems. In relation to GITCs, we
performed an independent risk assessment of the systems
used to support business processes and reporting to
determine those which are of greatest relevance to the
Group’s financial reporting. We performed testing of GITCs
across our in-scope applications, and their supporting
infrastructure (database and operating system) covering
controls surrounding access security and change
management, as well as testing over relevant interfaces
and automated controls. We reported findings from our
controls work to the Audit and Risk Committee.
INDEPENDENT AUDITOR’S REPORT CONTINUED
to the members of Deliveroo Plc
Strategic report Governance report Financial report
142 deliveroo plc Annual Report 2021
Report on the audit of the financial statements continued
8 Other information
The other information comprises the information included
in the annual report, other than the financial statements
and our auditor’s report thereon. The directors are
responsible for the other information contained within the
annual report.
Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated.
If we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
9 Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement, the directors are responsible for the preparation
of the financial statements and for being satisfied that they
give a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Group’s and the parent
company’s ability to continue as a going concern, disclosing
as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors
either intend to liquidate the Group or the parent company
or to cease operations, or have no realistic alternative
but to do so.
10 Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken
on the basis of these financial statements.
A further description of our responsibilities for the audit
of the financial statements is located on the FRC’s website
at: www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
11 Extent to which the audit was considered
capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
11.1 Identifying and assessing potential risks related
to irregularities
In identifying and assessing risks of material misstatement
in respect of irregularities, including fraud and non-compliance
with laws and regulations, we considered the following:
• the nature of the industry and sector, control environment
and business performance including the design of the
Group’s remuneration policies, key drivers for directors’
remuneration, bonus levels and performance targets;
• results of our enquiries of management, internal and
external legal counsel; and the Audit and Risk Committee
about their own identification and assessment of the risks
of irregularities
• any matters we identified having obtained and reviewed
the Group’s documentation of their policies and
procedures relating to:
• identifying, evaluating and complying with laws and
regulations and whether they were aware of any
instances of non-compliance;
• detecting and responding to the risks of fraud and
whether they have knowledge of any actual, suspected
or alleged fraud;
• the internal controls established to mitigate risks of
fraud or non-compliance with laws and regulations;
• the matters discussed among the audit engagement
team and relevant internal specialists, including legal,
tax, valuations, IT and fraud specialists regarding how
and where fraud might occur in the financial statements
and any potential indicators of fraud.
As a result of these procedures, we considered the
opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential
for fraud in the following areas: uncertain legal and tax
positions. In common with all audits under ISAs (UK), we are
also required to perform specific procedures to respond to
the risk of management override.
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143Annual Report 2021 deliveroo plc
Report on the audit of the financial statements continued
11 Extent to which the audit was considered
capable of detecting irregularities, including
fraud continued
11.1 Identifying and assessing potential risks related
to irregularities continued
We also obtained an understanding of the legal and
regulatory frameworks that the Group operates in, focusing
on provisions of those laws and regulations that had a
direct effect on the determination of material amounts
and disclosures in the financial statements. The key laws
and regulations we considered in this context included the
UK Companies Act, the Listing Rules, local employment and
relevant tax legislation.
In addition, we considered provisions of other laws and
regulations that do not have a direct effect on the financial
statements but compliance with which may be fundamental
to the Group’s ability to operate or to avoid a material penalty.
11.2 Audit response to risks identified
As a result of performing the above, we identified the
following key audit matter related to the potential risk of
fraud: uncertain legal and tax positions related to rider
classification. The key audit matters section of our report
explains the matter in more detail and also describes the
specific procedures we performed in response to that key
audit matter.
In addition to the above, our procedures to respond to risks
identified included the following:
• reviewing the financial statement disclosures and testing
to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as
having a direct effect on the financial statements;
• enquiring of management, the Audit and Risk Committee
and in-house and external legal counsel concerning actual
and potential litigation and claims;
• performing analytical procedures to identify any unusual
or unexpected relationships that may indicate risks of
material misstatement due to fraud;
• reading minutes of meetings of those charged with
governance, and reviewing correspondence with
regulatory authorities;
• reviewing the disclosures in the Audit and Risk
Committee Report; and
• in addressing the risk of fraud through management
override of controls, involving our fraud specialists
to design tailored audit procedures; testing the
appropriateness of journal entries and other adjustments;
assessing whether the judgements made in making
accounting estimates are indicative of a potential bias;
and evaluating the business rationale of any significant
transactions that are unusual or outside the normal
course of business.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement team
members including internal specialists, and remained alert
to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Report on other legal and
regulatory requirements
12 Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the directors’ remuneration report
to be audited has been properly prepared in accordance
with the Companies Act 2006.
In our opinion, based on the work undertaken in the course
of the audit:
• the information given in the strategic report and the
directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
• the strategic report and the directors’ report have been
prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the
Group and the Parent Company and their environment
obtained in the course of the audit, we have not identified
any material misstatements in the strategic report or the
directors’ report.
13 Corporate Governance Statement
The Listing Rules require us to review the directors’
statement in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement
relating to the Group’s compliance with the provisions of the
UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements and our knowledge obtained
during the audit:
• the directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and
any material uncertainties identified set out on pages
64 and 151;
• the directors’ explanation as to its assessment of the
Group’s prospects, the period this assessment covers
and why the period is appropriate set out on page 64;
• the directors’ statement on fair, balanced and
understandable set out on page 83;
• the board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on page 90;
INDEPENDENT AUDITOR’S REPORT CONTINUED
to the members of Deliveroo Plc
Strategic report Governance report Financial report
144 deliveroo plc Annual Report 2021
Report on other legal and regulatory requirements continued
13 Corporate Governance Statement continued
• the section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 90; and
• the section describing the work of the Audit and Risk
Committee set out on page 86.
14 Matters on which we are required to report
by exception
14.1 Adequacy of explanations received and
accounting records
Under the Companies Act 2006 we are required to report to
you if, in our opinion:
• we have not received all the information and explanations
we require for our audit; or
• adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent company financial statements are not in
agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2 Directors’ remuneration
Under the Companies Act 2006 we are also required to
report if in our opinion certain disclosures of directors’
remuneration have not been made or the part of the
directors’ remuneration report to be audited is not in
agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15 Other matters which we are required to address
15.1 Auditor tenure
Following the recommendation of the Audit and Risk
Committee, we were appointed by the Board of Directors on
7 December 2018 to audit the financial statements for the
year ending 31 December 2018 and subsequent financial
periods. The period of total uninterrupted engagement
including previous renewals and reappointments of the firm
is 4 years, covering the years ending 31 December 2018 to
31 December 2021.
15.2 Consistency of the audit report with the additional
report to the Audit and Risk Committee
Our audit opinion is consistent with the additional report to
the Audit and Risk Committee we are required to provide in
accordance with ISAs (UK).
16 Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the company’s members those
matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company’s
members as a body, for our audit work, for this report,
or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA)
Disclosure Guidance and Transparency Rule (DTR) 4.1.14R,
these financial statements form part of the European Single
Electronic Format (ESEF) prepared Annual Financial Report
filed on the National Storage Mechanism of the UK FCA in
accordance with the ESEF Regulatory Technical Standard
(ESEF RTS). This auditor’s report provides no assurance over
whether the annual financial report has been prepared
using the single electronic format specified in the ESEF RTS.
Mark Lee-Amies FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
24 March 2022
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145Annual Report 2021 deliveroo plc
CONSOLIDATED INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2021
2021
2020
(restated) *
Note £m £m
Continuing operations
Revenue 5 1,824.4 1,163.0
Cost of sales (1,327.1) (815.3)
Gross profit 497.3 347.7
Administrative expenses (785.9) (548.0)
Other operating income 3.1 4.0
Other operating expenses (18.8) (12.5)
Operating loss (304.3) (208.8)
Finance income 7 7.3 0.9
Finance costs 8 (1.2) (4.7)
Loss before income tax (298.2) (212.6)
Income tax (charge)/credit 9 (5.5) 4.2
Loss for the year from continuing operations (303.7) (208.4)
Discontinued operations
Loss for the year from discontinued operations 10 (4.8) (18.0)
Loss for the year attributable to the owners of the Company 6 (308.5) (226.4)
2021
2020
(restated)
Note £ £
Loss per share
From continuing operations
– Basic 12 (0.18) (0.15)
– Diluted 12 (0.18) (0.15)
From continuing and discontinued operations
– Basic 12 (0.18) (0.17)
– Diluted 12 (0.18) (0.17)
2021 2020
£m £m
Other comprehensive loss
Loss for the year 6 (308.5) (226.4)
Items that may be reclassified subsequently to profit or loss:
Currency translation (8.5) 3.3
Total comprehensive loss for the year (317.0) (223.1)
* Results for the year ended 31 December 2020 have been restated to reflect the reclassification of Roofoods Spain, S.L. as a discontinued operation.
This statement should be read in conjunction with the notes to the consolidated financial statements on pages 150 to 181.
Strategic report Governance report Financial report
146 deliveroo plc Annual Report 2021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2021
2021 2020
Note £m £m
Non-current assets
Property, plant and equipment 13 33.7 22.9
Right-of-use assets 15 39.8 30.2
Intangible assets 14 52.8 41.9
Deferred tax asset 17 10.7 19.5
Investments in financial assets 18 2.9 —
Trade and other receivables 16 17.3 14.4
Total non-current assets 157.2 128.9
Current assets
Inventory 20 18.2 8.2
Trade and other receivables 16 103.7 92.5
Cash and cash equivalents 19 1,290.9 379.1
Total current assets 1,412.8 479.8
Total assets 1,570.0 608.7
Non-current liabilities
Lease liabilities 15 (36.4) (28.7)
Provisions 22 (81.7) (112.3)
Total non-current liabilities (118.1) (141.0)
Current liabilities
Trade and other payables 21 (368.0) (285.3)
Lease liabilities 15 (10.2) (7.3)
Total current liabilities (378.2) (292.6)
Total liabilities (496.3) (433.6)
Net assets 1,073.7 175.1
Equity
Share capital 23 9.3 7.1
Share premium 1,013.0 —
Merger reserve 1,288.5 1,153.5
Share option reserve 161.2 153.3
Accumulated losses (1,386.7) (1,135.7)
Foreign currency translation reserve (11.6) (3.1)
Total equity 1,073.7 175.1
This statement should be read in conjunction with the notes to the consolidated financial statements on pages 150 to 181.
The financial statements on pages 146 to 181 were approved and authorised for issue on behalf of the Board of Directors on
24 March 2022 and were signed on its behalf by:
Adam Miller
Director
Strategic report Governance report Financial report
147Annual Report 2021 deliveroo plc
Note
Share
capital
(Note 23)
£m
Share
premium
£m
Merger
reserve
£m
Share
option
reserve
£m
Accumulated
losses
£m
Foreign
currency
translation
reserve
£m
Total
£m
At 1 January 2020 5.9 — 778.6 100.8 (909.3) (6.4) (30.4)
Loss for the year — — — — (226.4) — (226.4)
Other comprehensive income
for the year — — — — — 3.3 3.3
Total comprehensive income/
(loss) for the year — — — — (226.4) 3.3 (223.1)
Employee share-based
payment awards 24 — — — 48.3 — — 48.3
Deferred tax 17 — — — 4.2 — — 4.2
Issue of share capital 1.2 — 374.9 — — — 376.1
At 31 December 2020 7.1 — 1,153.5 153.3 (1,135.7) (3.1) 175.1
Loss for the year — — — — (308.5) — (308.5)
Other comprehensive loss
for the year — — — — — (8.5) (8.5)
Total comprehensive loss
for the year — — — — (308.5) (8.5) (317.0)
Issue of share capital 2.2 1,013.0 135.0 — — — 1,150.2
Employee share-based
payment awards 24 — — — 13.6 57.5 — 71.1
Deferred tax 17 — — — (5.7) — — (5.7)
At 31 December 2021 9.3 1,013.0 1,288.5 161.2 (1,386.7) (11.6) 1,073.7
This statement should be read in conjunction with the notes to the consolidated financial statements on pages 150 to 181.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2021
Strategic report Governance report Financial report
148 deliveroo plc Annual Report 2021
2021 2020
Note £m £m
Cash flows from operating activities
Net cash (used in)/generated from operating activities 25 (167.7) 7.4
Cash flows from investing activities
Purchase of property, plant and equipment 13 (21.4) (5.8)
Acquisition of intangible assets 14 (34.6) (20.5)
Purchase of financial asset 18 (2.9) —
Interest received 0.5 0.9
Net cash used in investing activities (58.4) (25.4)
Cash flows from financing activities
Net proceeds from issue of share capital 1,150.2 178.0
Payments of lease liabilities 15 (10.0) (9.7)
Interest on lease liabilities (1.2) (1.2)
Net cash from financing activities 1,139.0 167.1
Net increase in cash and cash equivalents 912.9 149.1
Cash and cash equivalents at the beginning of the year 379.1 229.8
Effect of foreign exchange rate changes (1.1) 0.2
Cash and cash equivalents at the end of the year 19 1,290.9 379.1
This statement should be read in conjunction with the notes to the consolidated financial statements on pages 150 to 181.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2021
Strategic report Governance report Financial report
149Annual Report 2021 deliveroo plc
1 General information
Deliveroo plc (the ‘Company’) and its subsidiaries (together, the ‘Group’) is a public limited company incorporated and
domiciled in the United Kingdom under the Companies Act 2006 (Registration number 13227665). The Company was
incorporated on 25 February 2021 and replaced Roofoods Ltd as the ultimate Parent Company of The Deliveroo Group as
part of the restructuring that accompanied the Initial Public Offering (IPO). The Group’s ultimate controlling party is Will Shu.
The address of the registered office is The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane, London, EC4R 3TE.
2 Application of new and revised International Financial Reporting Standards (IFRS)
New and amended IFRS Standards that are effective for the current year
No material impact on the adoption of new standards during the year.
New and revised IFRS Standards in issue but not yet effective
At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRS
Standards that have been issued but are not yet effective:
IFRS 17 Insurance Contracts Effective for an annual period that
begins on or after 1 January 2023
IFRS 10 and IAS 28
(amendments)
Sale or Contribution of Assets between an Investor
and its Associate or Joint Venture
Effective date deferred indefinitely,
to a date to be determined by the IASB
Amendments to IAS 1 Classification of Liabilities as Current or Non-current Effective for an annual period that
begins on or after 1 January 2023
Amendments to IFRS 3 Reference to the Conceptual Framework Effective for an annual period that
begins on or after 1 January 2023
Amendments to IAS 16 Property, Plant and Equipment – Proceeds before
Intended Use
Effective for an annual period that
begins on or after 1 January 2022
Amendments to IAS 37 Onerous Contracts – Cost of Fulfilling a Contract Effective for an annual period that
begins on or after 1 January 2022
Annual Improvements
to IFRS Standards
2018-2020 Cycle
Amendments to IFRS 1 First-time Adoption of International
Financial Reporting Standards, IFRS 9 Financial Instruments,
IFRS 16 Leases, and IAS 41 Agriculture
Effective for an annual period that
begins on or after 1 January 2022
Amendments to IAS 1 and
IFRS Practice Statement 2
Disclosure of Accounting Policies Effective for an annual period that
begins on or after 1 January 2023
Amendments to IAS 8 Definition of Accounting Estimates Effective for an annual period that
begins on or after 1 January 2023
Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising
from a Single Transaction
Effective for an annual period that
begins on or after 1 January 2023
The Directors do not expect that the adoption of the Standards listed above will have a material impact on the financial
statements of the Group in future periods. The Directors expect to apply these standards from the effective date.
3 Summary of accounting policies
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and the
International Financial Reporting Standards Interpretations Committee (IFRS IC) interpretations as adopted by the United Kingdom,
and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have
been prepared under the historical cost convention. The financial reporting framework that has been applied in the preparation
of the Group financial statements is applicable law, United Kingdom adopted international accounting standards and IFRSs as
issued by the IASB. The financial reporting framework that has been applied in the preparation of the parent company financial
statements is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice)
On 6 April 2021, in connection with the pre-IPO reorganisation, the Roofoods Ltd shareholders entered into a Share-for-Share
Exchange Agreement with the shareholders of Deliveroo plc. As a result, Deliveroo plc became the ultimate Parent Company
of the Group, with a 100% investment in Roofoods Ltd.
The restructure does not constitute a business combination under IFRS 3 ‘Business Combinations’. As such, the comparative
and current period reserves of the Group are adjusted to reflect the statutory share capital, share premium and merger
reserves of Deliveroo plc as if it had always existed.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2021
Strategic report Governance report Financial report
150 deliveroo plc Annual Report 2021
3 Summary of accounting policies continued
Basis of preparation continued
The significant accounting policies that have been used in the preparation of these consolidated financial statements are
summarised below. These policies have been consistently applied to all years presented.
Basis of consolidation
The consolidated financial statements of the Company incorporate the financial statements of the Company and entities
controlled by the Company made up to 31 December each year. All transactions and balances between Group companies
are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Amounts
reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the
accounting policies adopted by the Group.
The Group is present in the UK, Ireland, The Netherlands, Australia, Hong Kong, Singapore, France, Belgium, Italy, Kuwait and the
UAE. Legal entities have been incorporated in each of the countries noted.
The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of the Companies Act 2006 for
the year ended 31 December 2021. The undertakings listed below are 100% owned, either directly or indirectly by Deliveroo plc.
Company name Company number
Deliveroo International Ltd 11465966
Deliveroo SP Ltd 10970586
Discontinued operations
A discontinued operation is a component of the Group for which operations and cash flows can be clearly separated from
the rest of the Group and which represents a major line of business or geographical area of operations.
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as
profit or loss after tax from discontinued operations in the income statement. Comparatives are re-presented accordingly.
Going concern
The Group’s loss for the financial year amounted to £308.5 million (2020: £226.4 million). The Group had net assets of
£1,073.7 million (2020: £175.1 million) at year end, including a cash balance of £1,290.9 million (2020: £379.1 million). The Group
also has access to a Revolving Credit Facility of £150 million, which is available until 7 April 2026. This remains undrawn at the
date of signing, and is therefore available to draw down if required.
In assessing whether to adopt the going concern basis of accounting, management has considered whether there are any
material uncertainties surrounding the Group’s and Company’s ability to continue operating over a period of at least twelve
months from the date of this report. Management has prepared detailed forecasts which have been approved by the board.
Appropriate assumptions have been made in respect of order growth and profitability, based on the estimated economic
outlook over the following twelve months and beyond. Appropriate sensitivities have been applied in order to stress test
the model, considering situations in which future costs are substantially higher than forecast and future trading is less than
forecasted. Management has also considered available undrawn cash facilities, which are not included in our forecasts as
we do not currently anticipate needing to draw on these over the forecast period.
Based on this assessment, the Directors have a reasonable expectation that the Group will be able to continue in operation
and meet its liabilities and obligations as they fall due over the forecast period, and accordingly are satisfied that the
adoption of the going concern basis of preparation is appropriate.
Foreign currency translation
Functional and presentation currency
The consolidated financial statements are presented in Great British Pounds (GBP), which is the functional currency of the Group.
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency of the Group entity, using the exchange rates
prevailing at the dates of the transactions (spot rates). Foreign exchange gains and losses resulting from the settlement of such
transactions and from the remeasurement of monetary items at year-end exchange rates are recognised through profit or loss.
Non-monetary items are not retranslated at year end and are measured at historical cost (translated using the exchange
rates at the date of the transaction), except for non-monetary items measured at fair value which are translated using the
exchange rates at the date when fair value was determined.
Foreign operations
In the Group’s financial statements, all assets, liabilities and transactions of Group entities with a functional currency other
than GBP are translated into GBP upon consolidation. The functional currency of the entities within the Group has remained
unchanged during the reporting period.
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Foreign currency translation continued
On consolidation, monetary assets and liabilities have been translated into GBP at the closing exchange rate as at the
reporting date. Income and expenses have been translated into GBP at the average exchange rate over the reporting period.
Exchange differences are charged/credited to other comprehensive income and recognised in the currency translation
reserve in equity.
Revenue
Revenue arises from commissions, user fees, restaurant sign-up fees and packaging sales. Revenue is measured at the fair
value of the consideration received or receivable and represents amounts received for goods and services provided in the
normal course of business, net of discounts, rebates, refunds, the delivery fee portion of certain consumer credits utilised,
VAT and other sales-related taxes.
Commissions
The Group is considered to be an agent with respect to the food and beverage ordered on the platform, as it is not subject
to inventory risk or pricing risk, but instead receives a commission as remuneration from restaurants. Payment for the
food and beverage is collected by the Group from the end user, and funds are remitted to the restaurant, net of the
commission fee.
Revenue from commissions is earned and recognised at the point of order fulfilment when all performance obligations
are fulfilled.
User fees
Consumers pay a fee, either for each order or on a subscription basis if they sign up for Deliveroo Plus. Fees payable on
an order-by-order basis are recognised at the point of order fulfilment, when the performance obligation is fulfilled.
Subscription fees are recognised on a straight-line basis over the period of the subscription.
In situations where customers are dissatisfied with the quality of the service provided, and the Group is at fault, customers
may be offered a refund or credit for future orders. Due to the nature of the service, refunds are typically processed
and recorded almost immediately as a deduction to revenue. Credit for future orders is added to a customer’s account,
and this is applied to the next order. A corresponding adjustment to revenue is recognised for the expected utilisation of
credits in issue at the end of the financial year. This is based on actual data in respect of available credit, as well as historical
usage patterns.
Restaurant sign-up fees
Sign-up fees are payable when a new restaurant joins Deliveroo. Fees comprise set-up on the platform and payment for
restaurant equipment, enabling partner restaurants to receive orders. These fees are split, and the portion that relates
to the restaurant equipment is recognised on receipt of the assets. The remainder is deferred and recognised over the
assumed life of the customer. Certain partners receive rebates, and revenue is adjusted by the expected rebates which
are realised on a case-by-case basis.
Packaging sales
Revenue from the sale of packaging is recognised when the packaging has been delivered, and performance obligations
are fulfilled.
Cost of sales
Expenses are recognised as cost of sales in the period in which they are incurred, on an accruals basis. The largest element
of cost of sales is the cost of delivery from restaurants and grocers to consumers.
Other operating income and other operating costs
Other operating income and costs are recognised in the period in which they are incurred, on an accruals basis. The largest
element of other operating income and costs relates to the sale, and related cost, of equipment and clothing provided to riders.
Administrative expenses
Expenses are recognised in the income statement in the period in which they are incurred, on an accruals basis. The two
largest elements of administrative expenses are staff costs and sales and marketing costs. Within marketing costs, we
recognise the cost of new customer acquisition and customer retention credits, net of the delivery fee associated with
each credit used where this is reasonable according to the specific facts and circumstances.
Finance income and expense
Interest income and expense is reported on an accruals basis using the effective interest method.
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Government grants
Government grants are recognised in the income statement in the period in which they have been earned. These grants are
recognised when there is reasonable assurance that the conditions associated with the grants have been complied with
and the grants will be received.
Grants for the reimbursement of administrative expenses are deducted from the related category of costs in the income
statement. Where grants do not relate to reimbursement of costs, they are recognised as other income. Once a government
grant is recognised, any related deferred income is treated in accordance with IAS 20 ‘Accounting for Government Grants
and Disclosure of Government Assistance’.
Exceptional items*
Exceptional items* are separately identifiable income and expenditure arising from activities or events outside the normal
course of business, and are deemed material to the understanding of the accounts. They are items of income or expense
that are qualitatively or quantitatively material and are significant or unusual in nature or amount.
Exceptional items* mainly comprise incremental costs attributable to the COVID-19 pandemic, costs related to the closure of
parts of the business and costs related to the preparation for an Initial Public Offering.
Income taxes
Any tax expense or credit recognised in the income statement is based on the results for the period as adjusted for items
which are disallowed or not taxed. It is based on tax rates and laws that have been enacted or substantively enacted by the
end of the reporting period.
Deferred income tax is calculated using the liability method in respect of temporary differences between the carrying
amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of
goodwill or on the initial recognition of an asset or liability unless the related transaction is a business combination or
affects tax or accounting profit. Deferred tax on temporary differences associated with investments in subsidiaries and
joint ventures is not recognised if reversal of these temporary differences can be controlled by the Group and it is probable
that reversal will not occur in the foreseeable future.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their
respective period of realisation, provided they are enacted or substantively enacted by the end of the reporting period.
Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised against future taxable
income, based on the Group’s forecast of future operating results which is adjusted for significant non-taxable income and
expenses and specific limits to the use of any unused tax loss or credit. Deferred tax liabilities are always provided for in full.
Deferred tax assets and liabilities are offset only when the Group has a right and intention to set off current tax assets and
liabilities from the same taxation authority.
Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in profit or loss,
except where they relate to items that are recognised in other comprehensive income or directly in equity, in which case
the related deferred tax is also recognised in other comprehensive income or equity respectively.
Intangible assets
Initial recognition
For internally-developed customised software, expenditure on the research phase of projects to develop new software for
IT and telecommunication systems is recognised as an expense as incurred.
Costs that are directly attributable to a project’s development phase are recognised as intangible assets, provided they
meet the following recognition requirements:
• the development costs can be measured reliably;
• the project is technically and commercially feasible;
• the Group intends to, and has sufficient resources to, complete the project;
• the Group has the ability to use or sell the software; and
• the software will generate probable future economic benefits.
Development costs not meeting these criteria for capitalisation are expensed as incurred.
Qualifying development costs have been capitalised in accordance with IAS 38 ‘Intangible Assets’.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
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Intangible assets continued
Subsequent measurement
All intangible assets, including internally developed software, are accounted for using the cost model whereby capitalised
costs are amortised on a straight-line basis over their estimated useful lives, as these assets are considered finite. Residual
values and useful lives are reviewed at each reporting date. The useful life applied for all internally generated software is three
years. Amortisation of intangible assets is recorded within ‘administrative expenses’ in the consolidated income statement.
Subsequent expenditure on maintenance of computer software is expensed as incurred.
Goodwill
Goodwill is not amortised but is instead reviewed for impairment at least annually. For the purpose of impairment testing,
goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the combination.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when
there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the
carrying amount, then the impairment loss is allocated first to reduce the carrying amount of goodwill, and then to the other
assets of the cash-generating unit pro rata on a basis of the carrying amount of each asset in the unit.
Property, plant and equipment
Property, plant and equipment consists of leasehold improvements, driver and restaurant equipment, IT and office
equipment and assets under construction.
Property, plant and equipment is initially recognised at acquisition cost, including any costs directly attributable to bringing the
assets to the location and condition necessary for it to be capable of operating in the manner intended by management.
Property, plant and equipment is subsequently measured at cost less subsequent accumulated depreciation and
impairment losses. Assets under construction are not depreciated as they are not yet in use. Once construction is
completed, the assets are transferred to the relevant fixed asset category.
Depreciation is recognised on a straight-line basis to write down cost to estimated residual value. The following useful lives
are applied:
• leasehold improvements: the shorter of the lease term or 10 years;
• driver and restaurant equipment: 2-5 years; and
• IT and office equipment: 3 years.
Material residual value estimates and estimates of useful life are updated as required and reviewed at least annually. Gains
or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal
proceeds and the carrying amount of the assets and are recognised through profit or loss.
Inventory
Inventory has been valued using the first-in-first-out (FIFO) method. Inventory is stated at the lower of cost and net realisable
value (NRV). Cost includes expenditure on bringing inventories to their current location and condition. NRV represents the
estimated selling price less all estimated costs of completion.
An inventory provision is recognised in situations where NRV is likely to be less than cost. When calculating the provision,
management considers the nature and condition of the inventory together with any other conditions existing at the end
of the reporting period.
Provisions and contingent liabilities
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is
probable that an outflow of economic resources will be required from the Group and amounts can be estimated reliably.
Either the timing or the amount of the outflow will be uncertain.
Provisions are measured at the estimated cost required to settle the present obligation, based on the most reliable
evidence available at the reporting date, including risks and uncertainties associated with the present obligation.
Provisions are discounted where the time value of money is considered to be material. No liability is recognised if an outflow
of economic resources as a result of present obligation is not probable. Such situations are disclosed as contingent
liabilities, unless the outflow of resources is remote in which case no disclosure is included.
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Equity and reserves
Share capital represents the fair value of shares that have been issued. Any transaction costs directly attributable to the
issuing of new shares are deducted from share premium, net of any related income tax benefits.
Other components of equity include the following:
• share premium – comprises the difference between the value of the shares on issue and their nominal value;
• share options reserve – comprises equity-settled share-based remuneration;
• foreign currency translation reserve – comprises foreign currency translation differences arising on the translation of
financial statements of the Group’s foreign entities into Sterling;
• accumulated losses – comprises all current and prior period retained losses; and
• merger reserve – comprises the difference between the fair value of Roofoods Ltd as at 6 April 2021 and the nominal value
of shares acquired by Deliveroo plc as part of the Share-for-Share exchange which took place prior to Admission.
All transactions with owners of the Parent are recorded separately within equity.
Capital management
The Group’s capital structure consists solely of equity. The equity represents funds raised from shareholders. The primary
objective of the Group’s management of equity is to ensure that it is able to finance the Group’s activities, both now and in
the future. To maintain an appropriate capital structure in order to meet this objective, the Group may issue further shares
to investors, make use of external financing as required or adjust its dividend policy.
Details of capital held can be seen in the consolidated statement of financial position, and in note 23. The Group is not
subject to any externally imposed capital requirements.
Leases
The Group as a lessee
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-
of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for
short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets
and personal computers, small items of office furniture and telephones). For these leases, the Group recognises the lease
payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is
more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the lessee uses its
incremental borrowing rate. The incremental borrowing rate is determined by reference to financing quotes available to
the Group.
Lease payments included in the measurement of the lease liability comprise:
• fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
• variable lease payments that depend on an index or rate, initially measured using the index or rate at the
commencement date;
• the amount expected to be payable by the lessee under residual value guarantees;
• the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
• payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability is presented as a separate line in the consolidated statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using
the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
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Leases continued
The Group as a lessee continued
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
• the lease term has changed or there is a significant event or change in circumstances resulting in a change in the
assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised
lease payments using a revised discount rate;
• the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed
residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an
unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a
revised discount rate is used); and
• a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease
liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a
revised discount rate at the effective date of the modification.
The Group did not make any such adjustments during the periods presented. The right-of-use assets comprise the initial
measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease
incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and
impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying right-of-use
asset. If a lease transfers ownership of the underlying right-of-use asset or the cost of the right-of-use asset reflects that
the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the
underlying right-of-use asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented as a separate line in the consolidated statement of financial position. The Group
applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss
as required.
The Group used the practical expedient as a lessee not to separate non-lease components, and instead account for any
lease and associated non-lease components as a single arrangement, as permitted by IFRS 16.
Employee benefits
Short-term employee benefits
Short-term employee benefits are those that are expected to be settled wholly within 12 months after the end of the period
in which the employees render the related service. Examples of such benefits include wages and salaries and non-monetary
benefits. Short-term employee benefits are measured at the undiscounted amounts expected to be paid when the liabilities
are settled.
Long-term employee benefits
The Group operates defined contribution pension plans. Contributions to the plans are charged to the consolidated income
statement in the period in which they relate. Any contributions unpaid at the balance sheet date are included as an accrual
at that date. In 2021 there were £2.1 million of accrued contributions (2020: £0.8 million).
Share-based payments
The Group operates share-based compensation plans for employees. The fair value of the employee services received in
exchange for the grant of the equity instruments is recognised as an expense in the statement of comprehensive income,
with a corresponding credit to the share option reserve. The expense is allocated over the vesting period, based on the best
available estimate of the number of equity instruments expected to vest.
Vesting conditions may have market or non-market criteria, and are included in assumptions about the number of equity
instruments that are expected to vest. Estimates are subsequently revised if there is any indication that the number
of equity instruments expected to vest differs from previous estimates, and taking into account the number of equity
instruments which have been cancelled, modified or forfeited in the period.
The Group recognises the impact of the revision to original estimates, if any, in the statement of comprehensive income with
a corresponding adjustment to equity. Any cumulative adjustment prior to vesting is recognised in the current period. No
adjustment is made to any expense recognised in prior periods, if equity instruments expected to vest differs from previous
estimates. Upon exercise of equity instruments the proceeds received net of any directly attributable transaction costs are
allocated to share capital and share premium.
The Group maintains an employee benefit trust (EBT) which facilitates an internal market for participants in employee
share-based compensation plans to sell their shares in the Company.
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Business combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration transferred
in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of
assets transferred by the Group, liabilities incurred by the Group to the former owners and equity issued by the Group in
exchange for control.
At the acquisition date, the identifiable assets and liabilities assumed are recognised at their fair value, except for deferred
tax assets or liabilities which are recognised in accordance with IAS 12 ‘Income Taxes’.
Goodwill is measured as the excess of the consideration transferred over the net of the fair value of identifiable assets
and liabilities.
When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from
a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and
included as part of the consideration.
Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted
retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that
arise from additional information obtained during the measurement period about facts and circumstances that existed
at the acquisition date. Any subsequent changes in the fair value of contingent consideration will be reported through
profit and loss.
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group
becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to
the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair
value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit
or loss are recognised immediately in the income statement.
Financial assets
Financial assets within the scope of IFRS 9 are measured at amortised cost, or fair value through profit and loss (FVTPL)
depending on the nature of the item.
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending
on the classification of the financial assets.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid
investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of
changes in value.
Trade and other receivables
Trade and other receivables include amounts due from corporate customers and payment service providers for services
provided in the normal course of business, prepaid amounts, deposits, amounts due from related parties and other
amounts due from third parties. They are recognised as current assets if collection is due in one year or less. If collection
is due in over a year, they are presented as non-current assets.
Investments
Investments in equity instruments are classified as at FVTPL. Financial assets at FVTPL are measured at fair value at the end
of each reporting period, with any fair value gains or losses recognised in profit or loss to the extent they are not part of a
designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned
on the financial.
Impairment of financial assets
In accordance with IFRS 9 the simplified approach to measuring expected credit losses (ECL), which permits the use of
lifetime ECL on trade and other receivables, has been applied.
Loss allowance for trade receivables due from corporate customers has been measured at an amount equal to lifetime ECL.
All impairment losses in the accounts arise from contracts with customers. This is recorded within ‘administrative expenses’
in the income statement. The ECL is estimated by reference to past default experience of these debtors. There has been no
change in the estimation techniques or significant assumptions made during the current reporting period.
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Financial assets continued
Impairment of financial assets continued
The expected credit losses on trade receivables are estimated using a provision matrix based on the Group’s historical
credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an
assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of
money where appropriate.
The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when
it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If
the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the
transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have
to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group
continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
Financial liabilities and equity
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the
contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its
liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.
Financial liabilities
All financial liabilities are measured subsequently at amortised cost using the effective interest method.
Trade and other payables
Trade and other payables include obligations to pay for goods and services acquired in the normal course of business,
amounts outstanding on purchases and other amounts due to third parties, including restaurants. The trade and other
payables are considered to be short-term, non-interest-bearing and have no security attached. The carrying value of trade
and other payables is considered to be a reasonable approximation of fair value.
Foreign exchange gains and losses
For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each
reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments.
These foreign exchange gains and losses are recognised in the ‘finance income’ line item in income statement note 7 for
financial liabilities that are not part of a designated hedging relationship.
The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated
at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign
exchange component forms part of the fair value gains or losses and is recognised in the income statement for financial
liabilities that are not part of a designated hedging relationship.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have
expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and
payable is recognised in the income statement.
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Significant accounting judgements and estimates
When preparing the financial statements, management has made a number of estimates and assumptions regarding the
future and has made some significant judgements in applying the Group’s accounting policies. Accounting estimates are
reviewed on an ongoing basis, and revisions to such estimates are recognised in the current and future periods as applicable.
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that
may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year, are discussed below:
Provisions and contingent liabilities
The independent contractor status of riders, which applies in most of the jurisdictions in which we operate, has been and is
likely to continue to be the subject of challenge in certain markets, including some of our key markets. We have been and are
involved in legal proceedings, under which the independent contractor status of our riders is under review. The recognition
of legal provisions (note 22) and associated contingent liabilities (note 29) arising from such matters involves management
estimates of the present value of the potential costs required to settle obligations. Provisions are calculated based on
the information available at the time of signing these accounts. Key inputs to the calculations of such provisions include
the likelihood of receiving claims, the scope of those claims, the likelihood of making payments, an assessment of the time
value of money and the risks specific to each potential obligation. A change in the assessment of these assumptions could
materially change the measurement of a provision or contingent liability. In rare circumstances, where there are too many
variables, the Directors may conclude it is not possible to estimate a contingent liability and disclose the fact. It is expected
that the resolutions to these matters may extend over several years.
The following are the critical judgements, apart from those involving estimations (which are dealt with separately above),
that the Directors have made in the process of applying the Group’s accounting policies and that have the most significant
effect on the amounts recognised in the financial statements:
Provisions and contingent liabilities
The recognition of a provision requires judgement as to the likelihood of economic outflow. Where the Group has a possible
obligation as a result of a past event, it will disclose a contingent liability. Changes to circumstances or the assessed
likelihood of success may result in a contingent liability becoming a provision, or the remeasurement of a provision, and
such judgements are reviewed in accordance with the recognition criteria set out in IAS 37 ‘Provisions, Contingent Liabilities
and Contingent Assets’, on a regular basis. See notes 22 and 29 for detail of the amounts provided and disclosed as a
contingent liability.
Discontinued operations
The identification of the closure of our Spanish business in November 2021 as a Discontinued Operation required
judgement in interpreting IFRS 5: Discontinued Operations. IFRS 5 states that a discontinued operation comprises a
component of an entity that either has been disposed of, or is classified as held for sale and represents a separate major
line of business, or geographical area of operations. The directors have concluded that Deliveroo Spain is a separate
entity and a separate geographical area of operations for which the results of the business are qualitatively significant.
This conclusion particularly references the liabilities of the Company related to provisions and accruals for legal and
regulatory investigations, and as such we consider the additional information shown as a result of concluding that the
entity comprises a Discontinued Operation to be useful for the reader of the financial statements. As such, Spain has been
classified as a Discontinued Operation in accordance with IFRS 5.
Consumer acquisition and retention costs
The group invests in marketing specifically to drive consumer acquisition and retention. Some of this spend is in the form
of credits that can be applied to the consumer’s account for an order on the Deliveroo platform, where those orders are
placed in accordance with the terms and conditions of the credit. The customer for the provision of the delivery service
is the consumer, with Deliveroo being the principal. IFRS 15: Revenue from contracts with customers, does not specify
requirements or guidance on the treatment of such costs where the consideration payable to the customer exceeds the
transaction price (i.e. the delivery fee revenue from that consumer), since the consumer is our customer in the delivery
relationship. As such, judgement is applied in the classification of such costs. For the delivery fee element of the associated
order, the cost of the credit is recognised as a debit to revenue. The excess of the cost of the credit is recognised as
a marketing cost, having first offset any historic cumulative delivery fee revenue, reflecting the nature of the cost as a
consumer acquisition and retention tool, and the nature of the marketplace business, where Deliveroo is the agent for the
provision of food and beverage. Any subsequent sales to that consumer are recognised as revenue in the usual way, i.e.
without adjusting the amount previously reflected as a marketing cost. Our judgement is that this better reflects the nature
of these costs and the understanding of the Group’s financial performance, rather than treating the entire amount as
negative revenue. This has contributed to the overall increase in sales and marketing expenses in the year, and comprises
£41.3 million (2020: £23.0 million) of sales and marketing costs.
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4 Segment information
Information reported to the Group’s Chief Executive Officer (the Chief Operating Decision Maker (CODM)) for the purposes of
resource allocation and assessment of segment performance focuses on a geographical split of the Group between ‘UK and
Ireland’ and ‘International’ (being overseas jurisdictions other than UK and Ireland). These geographical segments comprise
both the operating and reportable segments under IFRS 8.
The CODM primarily uses a measure of adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA*,
see below) to assess the performance of the operating segments.
The segments primarily generate revenue through the operation of an on-demand food delivery platform.
In addition, another heading, not relating to reportable operating segments, have been included in order to reconcile
revenue and adjusted EBITDA*. ‘Other’ primarily represents head office and Group services.
Finance income and costs are not allocated to segments as this type of activity is driven by the central treasury function,
which manages the cash position of the Group.
Spain operations were discontinued in the current year. The segment information reported on the next pages does not
include any amounts for these discontinued operations, which are described in more detail in note 10.
The following is an analysis of the Group’s revenue and results by reportable segment:
UK and Ireland International Segments total Other Total
2021 £m £m £m £m £m
Total revenue 980.7 843.7 1,824.4 — 1,824.4
Cost of sales (650.4) (676.7) (1,327.1) — (1,327.1)
Other operating income 0.2 2.3 2.5 — 2.5
Administrative expenses (229.8) (216.1) (445.9) (166.5) (612.4)
Other operating expenses (9.6) (9.2) (18.8) — (18.8)
Adjusted EBITDA* 91.1 (56.0) 35.1 (166.5) (131.4)
Share-based payments charge and accrued
national insurance on share options — — — (87.6) (87.6)
Legal and regulatory settlements and provisions — (0.8) (0.8) (6.7) (7.5)
Exceptional income* — 0.6 0.6 — 0.6
Exceptional costs* (18.0) (7.7) (25.7) (9.7) (35.4)
Depreciation and amortisation (43.0)
Finance income 7.3
Finance costs (1.2)
Loss before income tax (298.2)
Income tax (5.5)
Loss for the year from discontinued operations (4.8)
Loss after tax and discontinued operations (308.5)
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined
under IFRS. APMs are indicated in this document with an asterisk (*); definitions and further details are provided on page 191.
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4 Segment information continued
UK and Ireland International Segments total Other Total
2020 £m £m £m £m £m
Total revenue 599.0 564.0 1,163.0 — 1,163.0
Cost of sales (381.8) (433.5) (815.3) — (815.3)
Other operating income 0.4 0.6 1.0 — 1.0
Administrative expenses (131.0) (117.8) (248.8) (98.2) (347.0)
Other operating expenses (6.1) (6.4) (12.5) — (12.5)
Adjusted EBITDA* 80.5 6.9 87.4 (98.2) (10.8)
Share-based payments charge and accrued
national insurance on share options
— — —
(73.2) (73.2)
Legal and regulatory settlements and provisions — — — (70.9) (70.9)
Exceptional income* — 3.0 3.0 — 3.0
Exceptional costs* (3.1) (0.9) (4.0) (18.5) (22.5)
Depreciation and amortisation — — — — (34.4)
Finance income — — — — 0.9
Finance costs — — — — (4.7)
Loss before income tax (212.6)
Income tax credit 4.2
Loss for the year from discontinued operations (18.0)
Loss after tax and discontinued operations (226.4)
No single customer contributed 10% or more to the Group’s revenue in either 2021 or 2020.
Revenues presented by reporting segment are in respect of transactions with external customers only.
The measurement of assets and liabilities by reportable segment is not included in this note disclosure as this information is
not regularly reviewed by the CODM for decision making purposes.
Geographical information
The Group’s non-current assets, excluding financial instruments, deferred tax assets and other financial assets, split by
geographical location are detailed below:
Non-current assets
2021 2020
£m £m
UK and Ireland 97.7 79.9
Rest of the World 28.6 15.1
126.3 95.0
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined
under IFRS. APMs are indicated in this document with an asterisk (*); definitions and further details are provided on page 191.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
5 Revenue
The Group’s revenue is analysed as follows:
2021 2020
£m £m
UK and Ireland 980.7 599.0
Rest of the World 843.7 564.0
Total revenue 1,824.4 1,163.0
2021 2020
£m £m
Point in time 1,760.2 1,125.8
Over time 64.2 37.2
Total revenue 1,824.4 1,163.0
Contract balances are immaterial to the Group so no disclosure is provided. There have been no significant changes to the
contract balances in the current financial year.
6 Loss for the year
Loss for the year for continuing and discontinued operations is stated after charging/(crediting):
2021 2020
£m £m
Depreciation of plant, property and equipment (see note 13) 8.9 8.1
Depreciation of right-of-use assets (see note 15) 10.7 9.2
Amortisation (see note 14) 23.7 17.8
(Decrease)/increase in provisions (30.6) 79.9
Research and development costs 42.0 16.0
Loss on disposal of property, plant and equipment 1.3 0.5
Auditor’s remuneration (see note 26) 4.4 2.3
Sales and marketing costs (excluding staff costs) 281.2 134.9
Staff costs (see note 24) 284.7 204.5
Exceptional items* (see note 11) 44.7 19.6
7 Finance income
2021 2020
£m £m
Bank interest received 0.5 0.9
Unrealised foreign exchange gains 6.8 —
Total finance income 7.3 0.9
8 Finance cost
2021 2020
£m £m
Interest expense on short-term finance — (0.6)
Interest expense on lease liabilities 1.2 1.2
Unrealised foreign exchange losses — 4.1
Total finance cost 1.2 4.7
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
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9 Income tax expense
2021 2020
£m £m
Current tax charge for the year 3.4 0.5
Current tax charge/(credit) relating to prior year adjustment 0.3 (0.9)
Deferred tax charge/(credit) relating to the current year 2.1 (1.9)
Deferred tax credit relating to prior year adjustment (0.3) (1.9)
Total 5.5 (4.2)
The standard rate of corporation tax applied to reported loss in the UK is 19.0% (2020: 19.0%). Taxation for other jurisdictions
is calculated at the prevailing rates in the respective jurisdictions.
The reconciliation between the tax expense and the product of accounting profit multiplied by the domestic tax rate for the
years ended 31 December 2021 and 2020 is as follows:
2021 2020
£m £m
Loss before income tax (298.2) (212.6)
Loss before tax multiplied by the tax rate of 19.01% (2020: 18.29%) (56.7) (38.9)
Adjustments for non-deductible expenses:
Losses not recognised 65.2 23.8
Recognition of tax losses – deferred tax (1.1) (4.5)
Permanent differences 3.2 14.8
Tax credit received — (1.5)
Movement in other unrecognised temporary differences (5.7) 4.3
Adjustment in respect of prior years 0.2 (1.7)
Effect of changes in tax rates (0.3) (0.1)
Other taxes 0.7 (0.4)
Total 5.5 (4.2)
In the UK, a corporation rate of 25% (effective 1 April 2023) was substantively enacted on 11 March 2021. This will impact the
Group’s future current tax charge accordingly.
The Group operates across a number of different jurisdictions, which results in various cross-border transactions arising
between Group companies. In line with OECD guidelines, the Group bases its transfer pricing policy on the ‘arm’s length
principle’. In certain situations, different tax authorities may seek to attribute further profit to activities being undertaken in
their jurisdiction which could lead to double taxation, which the Group will seek to mitigate if it arises.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
10 Discontinued operations
On 29 November 2021, the Group ended operations in Spain. The Group has determined that achieving and sustaining a top-
tier market position in Spain would require a disproportionate level of investment with highly uncertain long-term potential
returns that could impact the economic viability of the market for the Group.
The results of the discontinued operations, which have been included in the loss for the year, were as follows:
2021 2020
£m £m
Revenue 24.3 27.8
Expenses (28.6) (40.7)
Loss before tax (4.3) (12.9)
Attributable tax expense (0.5) (5.1)
Net loss attributable to discontinued operations (attributable to owners of the Company) (4.8) (18.0)
11 Exceptional items
The following have been recognised as exceptional items where there is separately identifiable income and expenditure
arising from activities or events outside the normal course of business, and are deemed material to the understanding of
the accounts. Exceptional items include redundancy costs, Coronavirus relief grants; which relate to Government grants
received as a consequence of the impact of COVID-19 on the food industry, and COVID-19 related costs which primarily
relate to the purchase of personal protective equipment for riders. Proposed M&A and other project costs and legal and
professional fees in relation to a regulatory investigation and preparation for an Initial Public Offering have also been
deemed exceptional and are split out below.
2021 2020
From continuing operations £m £m
Coronavirus relief grants (0.6) (3.0)
Coronavirus related costs 1.3 4.0
Redundancy costs — 6.5
Legal and Regulatory fees 6.0 3.0
Proposed M&A and other project costs 1.0 3.2
Initial public offering related costs 27.1 5.8
Total exceptional items from continuing operations 34.8 19.5
From discontinued operations 9.9 0.1
Total exceptional items 44.7 19.6
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12 Loss per share
The calculation of the basic and diluted loss per share is based on the following data. Losses are from continuing and
discontinued operations.
2021 2020
Loss £m £m
Loss for the year from continuing operations (303.7) (208.4)
Loss for the year from continuing and discontinued operations (308.5) (226.4)
2021
2020
(restated)
Number of shares No. No.
Weighted average number of Ordinary Shares outstanding 1,707,650,646 1,348,387,488
2021 2020
From continuing operations £ £
Loss per share
– Basic (0.18) (0.15)
– Diluted (0.18) (0.15)
From continuing and discontinued operations
Loss per share
– Basic (0.18) (0.17)
– Diluted (0.18) (0.17)
The weighted average number of shares has been restated in comparative periods to take into account the share split that
took place during the current period.
There was no difference between basic earnings per share and diluted earnings per share, since the effect of all potentially
dilutive shares outstanding was anti-dilutive.
The following potential ordinary shares are anti-dilutive and are therefore excluded from the weighted average number of
ordinary shares for the purpose of diluted loss per share. These options could potentially dilute basic earnings per share in
the future.
2021 2020
Number of shares No. No.
Equity-settled share-based payment schemes 87,547,678 103,010,758
Total 87,547,678 103,010,758
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
13 Property, plant and equipment
Leasehold
improvements
IT and office
equipment
Driver and
restaurant
equipment
Assets under
construction Total
£m £m £m £m £m
Cost
At 1 January 2020 23.3 7.0 11.2 1.9 43.4
Additions 0.2 1.0 1.9 2.7 5.8
Disposals (0.1) — (0.6) (0.2) (0.9)
Transfers between categories 1.6 — 0.7 (2.3) —
At 31 December 2020 25.0 8.0 13.2 2.1 48.3
Additions 1.6 0.7 1.8 17.3 21.4
Disposals (1.5) — (2.1) (0.9) (4.5)
Transfers between categories 11.3 — 3.1 (14.4) —
Currency translation (0.2) (0.2) (0.2) (0.1) (0.7)
At 31 December 2021 36.2 8.5 15.8 4.0 64.5
Accumulated depreciation
At 1 January 2020 (7.3) (4.1) (6.2) — (17.6)
Depreciation charge for the year (4.3) (2.0) (1.8) — (8.1)
Disposals — — 0.4 — 0.4
Currency translation — — (0.1) — (0.1)
At 31 December 2020 (11.6) (6.1) (7.7) — (25.4)
Depreciation charge for the year (5.1) (1.4) (2.4) — (8.9)
Disposals 1.2 0.1 1.9 — 3.2
Currency translation 0.1 0.1 0.1 — 0.3
At 31 December 2021 (15.4) (7.3) (8.1) — (30.8)
Net book value
At 31 December 2021 20.8 1.2 7.7 4.0 33.7
At 31 December 2020 13.4 1.9 5.5 2.1 22.9
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14 Intangible assets
Goodwill
Acquired
software
Capitalised
development
expenditure Total
£m £m £m £m
Cost
At 1 January 2020 4.9 9.8 49.5 64.2
Additions — — 20.5 20.5
At 31 December 2020 4.9 9.8 70.0 84.7
Additions — — 34.6 34.6
At 31 December 2021 4.9 9.8 104.6 119.3
Accumulated amortisation
At 1 January 2020 — (2.1) (22.9) (25.0)
Amortisation charge for the year — (1.3) (16.5) (17.8)
At 31 December 2020 — (3.4) (39.4) (42.8)
Amortisation charge for the year — (1.3) (22.4) (23.7)
At 31 December 2021 — (4.7) (61.8) (66.5)
Net book value
At 31 December 2021 4.9 5.1 42.8 52.8
At 31 December 2020 4.9 6.4 30.6 41.9
Goodwill was recognised on the acquisition of assets from Omakase Inc. It has been allocated to the cash-generating unit
(CGU) ‘Roofoods Ltd’. The recoverable amount of the group of CGUs is determined from value in use calculations. The key
assumptions in these calculations comprise discount rates, growth rates, pricing fluctuations and changes to direct costs.
These assumptions are consistent with available external information sources. Discount rates are estimated using pre-tax
rates that reflect current market assessments of the time value of money. The discount rate used was 12.5%. A terminal
growth rate of 3% was used to extrapolate cash flow beyond the forecast period.
For the purpose of a goodwill impairment review, management prepares cash flow forecasts for a period of five years.
Thereafter a growth rate is applied that does not exceed the long-term average growth rate for the industry and geography.
There is no reasonably possible change in any key assumptions that would cause the carrying amount to exceed the
recoverable amount.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
15 Leases
Right-of-use assets
Buildings Equipment Total
£m £m £m
Cost
At 1 January 2020 46.9 1.5 48.4
Additions 4.8 0.1 4.9
Disposals (6.1) — (6.1)
Currency translation 0.1 — 0.1
At 31 December 2020 45.7 1.6 47.3
Additions 21.0 — 21.0
Disposals (2.3) (0.7) (3.0)
Impairment (0.3) — (0.3)
Currency translation (0.5) — (0.5)
At 31 December 2021 63.6 0.9 64.5
Accumulated depreciation
At 1 January 2020 (7.7) (0.6) (8.3)
Depreciation charge for the year (8.8) (0.4) (9.2)
Disposals 0.4 — 0.4
At 31 December 2020 (16.1) (1.0) (17.1)
Depreciation charge for the year (10.5) (0.2) (10.7)
Disposals 2.0 0.7 2.7
Impairment 0.1 — 0.1
Currency translation 0.3 — 0.3
At 31 December 2021 (24.2) (0.5) (24.7)
Carrying amount
At 31 December 2021 39.4 0.4 39.8
At 31 December 2020 29.6 0.6 30.2
Amounts recognised in profit and loss
2021 2020
£m £m
Depreciation expense on right-of-use assets 10.7 9.2
Interest expense on lease liabilities 1.2 1.2
Expense relating to short-term leases 0.5 1.6
Total cash outflow for leases in 2021 was £11.2 million (2020: £10.9 million) for the Group.
The Group holds a number of property leases in association with the Editions and Hop businesses, together with one or more
offices leased in each country in which we trade. Contracts vary in length from less than 12 months up to 15 years. There are
also a smaller number of leases held in relation to equipment, primarily at our Editions sites.
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15 Leases continued
Lease liabilities
2021 2020
£m £m
Current 10.2 7.3
Non-current 36.4 28.7
Total 46.6 36.0
The carrying amount of the lease liabilities and movements during the period are as follows:
Buildings Equipment Total
£m £m £m
At 1 January 2020 40.3 1.0 41.3
Additions 5.5 0.1 5.6
Disposals (1.2) — (1.2)
Accretion of interest 1.2 — 1.2
Payments (10.3) (0.6) (10.9)
At 31 December 2020 35.5 0.5 36.0
Additions 21.0 — 21.0
Disposals (0.2) — (0.2)
Accretion of interest 1.2 — 1.2
Payments (10.9) (0.3) (11.2)
Currency translation (0.2) — (0.2)
At 31 December 2021 46.4 0.2 46.6
Maturity analysis
2021 2020
£m £m
Year 1 11.4 8.2
Year 2 9.6 6.5
Year 3 8.2 5.9
Year 4 6.7 5.5
Year 5 5.8 4.6
Onwards 8.4 8.6
Total cash flow 50.1 39.3
Less interest (3.5) (3.3)
Total 46.6 36.0
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
16 Trade and other receivables
Current Non-current
2021 2020 2021 2020
£m £m £m £m
Trade receivables 65.7 53.9 — —
Lifetime expected credit loss (2.5) (2.3) — —
Net trade receivables 63.2 51.6 — —
Prepayments 29.1 25.7 — —
Other receivables 9.5 15.2 17.3 14.4
Corporation tax receivable 1.9 — — —
Total receivables 103.7 92.5 17.3 14.4
The net carrying value of receivables is considered a reasonable approximation of fair value. Long-term other receivables
relate to rental deposits for leased property all due within five years and bank guarantees disclosed in note 29. No customer
accounts for more than 5% of the total trade receivables balance.
In accordance with IFRS 9 the simplified approach to measuring expected credit losses (ECL), which permits the use of
lifetime ECL on trade and other receivables, has been applied.
Loss allowance for trade receivables due from corporate customers has been measured at an amount equal to lifetime ECL.
All impairment losses in the accounts arise from contracts with customers. This is recorded within ‘administrative expenses’
in the income statement. The ECL is estimated by reference to past default experience of these debtors. There has been no
change in the estimation techniques or significant assumptions made during the current reporting period.
For trade receivables due from our payment service providers and other receivables, the ECL is nil.
The following table details the risk profile of trade receivables for the Group:
Not past due <30 days 31-60 days 61-90 days >90 days Total
2021 £m £m £m £m £m £m
Expected credit loss rate 0% 5% 10% 20% 38%
Estimated gross carrying amount
at default 55.6 3.2 1.7 0.8 4.4 65.7
Lifetime ECL (0.1) (0.2) (0.2) (0.1) (1.9) (2.5)
Total 63.2
Not past due <30 days 31-60 days 61-90 days >90 days Total
2020 £m £m £m £m £m £m
Expected credit loss rate 0% 9% 18% 31% 39%
Estimated gross carrying amount
at default 46.7 1.9 0.8 0.4 4.1 53.9
Lifetime ECL (0.2) (0.2) (0.1) (0.1) (1.7) (2.3)
Total 51.6
The expected credit losses on trade receivables are estimated using a provision matrix based on the Group’s historical
credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an
assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of
money where appropriate.
The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition.
Concentration of credit risk with respect to trade receivables is very limited due to the broad customer base
across regions.
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivable
mentioned above.
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17 Deferred tax
2021 2020
£m £m
Deferred tax assets
Deferred tax assets relating to tax losses 8.0 9.3
Deferred tax assets relating to other temporary differences 1.4 1.4
Deferred tax assets relating to share-based payments — 8.1
Deferred tax assets relating to fixed asset temporary differences 1.3 0.7
Net deferred tax assets 10.7 19.5
1 January 2021
Recognised
in income *
Recognised
in equity
Foreign
exchange
differences Total
£m £m £m £m £m
Fixed asset temporary differences 0.7 0.6 — — 1.3
Tax value of loss carry-forwards utilised 9.3 (0.4) — (0.9) 8.0
Share-based payments 8.1 (2.4) (5.7) — —
Other 1.4 — — — 1.4
Net deferred tax asset 19.5 (2.2) (5.7) (0.9) 10.7
1 January 2020
Recognised
in income *
Recognised
in equity
Foreign
exchange
differences Total
£m £m £m £m £m
Fixed asset temporary differences 1.4 (0.7) — — 0.7
Tax value of loss carry-forwards utilised 9.5 (0.2) — — 9.3
Share-based payments 1.5 2.4 4.2 — 8.1
Other — 1.4 — — 1.4
Net deferred tax asset 12.4 2.9 4.2 — 19.5
* This amount includes tax attributable to discontinued operations in Spain.
All deferred tax liabilities are expected to be settled more than 12 months after the reporting period.
The recognition of deferred tax assets is based on the Group’s forecast of future operating results which is adjusted
for significant permanent differences and specific limits to the use of any unused tax loss or credit. The Group has
unrecognised tax losses of £1,425.9 million (2020: £884.7 million) available for offset against future taxable profits. There are
also unrecognised temporary differences of £90.7 million (2020: £314.6 million) across other items including fixed assets and
share-based payments. No deferred tax asset has been recognised in relation to these temporary differences on the basis
that their future economic benefit is uncertain given the unpredictability of future profits. The significant portion of the
unrecognised temporary differences arise in the UK where there is no expiry for utilisation.
18 Investments in financial assets
Financial assets measured at FVTPL
2021 2020
£m £m
Shares 2.9 —
Total investments in financial assets 2.9 —
The Group holds 10% of the Ordinary Share capital of OrderGrid Holdings Inc, an entity involved in ecommerce fulfilment
solutions. The Directors of the Group do not consider that the Group is able to exercise significant influence over OrderGrid
Holdings Inc, with no involvement in the day-to-day operations of that entity. The fair value of the investment was £2.9 million.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
19 Cash and cash equivalents
2021 2020
£m £m
Cash at bank 183.1 134.9
Money market fund 560.6 244.2
Short term deposit 547.2 —
Total cash and cash equivalents 1,290.9 379.1
All funds held are available on demand.
20 Inventory
2021 2020
£m £m
Restaurant equipment 5.1 2.6
Rider clothing and equipment 12.7 5.1
Food and packaging 0.4 0.5
Total inventories 18.2 8.2
At a Group level, the cost of inventories recognised as an expense in the year is £24.3 million (2020: £19.8 million). Of this,
£12.0 million (2020: £9.7 million) is included within ‘cost of sales’ with £9.0 million (2020: £7.3 million) relating to restaurant
equipment. £10.4 million (2020: £8.6 million) relating to rider clothing and equipment is within ‘other operating expenses’
in the consolidated income statement. The write down of inventory to net realisable value recognised as an expense in
the year is £1.9 million (2020: £1.5 million). This is recorded within ‘administrative expenses’ in the consolidated income
statement.
21 Trade and other payables
2021 2020
£m £m
Trade payables 25.2 22.9
Accruals and deferred income 165.6 136.1
Other tax and social security payables 99.3 61.4
Other payables 15.1 11.3
Amounts due to restaurants 62.8 51.4
Corporation tax payable — 2.2
Total payables 368.0 285.3
The trade and other payables are considered to be short-term, non-interest-bearing and have no security attached. The
carrying value of trade and other payables is considered to be a reasonable approximation of fair value.
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22 Provisions
2021 2020
£m £m
Legal provision 81.7 112.2
Earn-out provision — 0.1
Total provisions 81.7 112.3
The movement in the provisions during the year is reconciled below:
Legal
provisions
Earn-out
provision
£m £m
At 1 January 2021 112.2 0.1
Foreign exchange revaluation (3.3) —
Additional amounts provided for 13.1 —
Amounts utilised (12.2) (0.1)
Amounts released (6.1) —
Amounts transferred to accruals (22.0) —
Total provisions 81.7 —
The Group is involved in a number of ongoing legal and arbitration proceedings with third parties, primarily across its
European territories. The amounts provided in the legal provision represent our best estimate of associated economic
outflows based on the status of proceedings at the time of approval of these financial statements, and are based on
current claims from regulators, even where we dispute the amounts claimed. In some instances, court proceedings and
investigations are expected to extend for at least 12 months, and as such, depending on the outcomes, the total economic
outflow could be different to that currently provided. The Directors will review and revise the amounts of such provisions as
necessary as and when new information becomes available. See note 29 for contingent liabilities for similar inspection types
in other jurisdictions and differing stages.
Further to the amounts provided above, the challenges of the new on-demand economy means that, like other companies
in this industry, some subsidiary companies may eventually be subject to further inspections or litigation of the same
nature in the future. The Group would assess any such future challenge on a case-by-case basis. We continue to defend
ourselves robustly against challenge of this nature, but we recognise that there are jurisdictions which may seek to regulate
the on-demand economy and as a result the risk may be heightened, and we have recognised provisions accordingly. The
Directors are confident in the operating model and practices – and will take all reasonable steps to defend its position if so
challenged. In addition, the Company and its subsidiaries are engaged with relevant stakeholders to seek to bring greater
certainty – together with flexibility – for individuals who work within the on-demand economy.
The earn-out provision relates to the earn-out arrangement arising on the acquisition of Cultivate Software Ltd. This is
payable in two tranches a year, and two years post-acquisition.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
23 Share capital
2021 2020 2021 2020
Shares issued and fully paid: Shares Shares £ £
Ordinary — 1,336,755 — 1,336,755
Ordinary A 1,754,496,973 — 8,772,485 —
Ordinary B 100,299,642 — 501,498 —
Series A Preferred — 328,947 — 328,947
Series B Preferred — 440,579 — 440,579
Series C Preferred — 491,566 — 491,566
Series D Preferred — 469,150 — 469,150
Series E Preferred — 1,243,722 — 1,243,722
Series F Preferred — 1,395,544 — 1,395,544
Series G Preferred — 1,435,742 — 1,435,742
Total shares issued 1,854,796,615 7,142,005 9,273,983 7,142,005
On 6 April 2021, in connection with the pre-IPO reorganisation, the Roofoods Ltd shareholders entered into a Share-for-Share
Exchange Agreement with shareholders of Deliveroo plc. As a result, Deliveroo plc became the ultimate Parent Company of
the Group, with a 100% investment in Roofoods Ltd. Prior to Admission, all shares, including those issued as part of the Series
H fundraising round in January 2021 (209,306 Series H preferred shares), were converted to Ordinary A and Ordinary B Shares
and sub-divided into 200 resulting in a nominal value per share of £0.005.
The share capital presented reflects the share capital structure of Deliveroo plc as if it had been the Parent of the Group
during the current period and all comparative periods.
All shares have a nominal value of £0.005. At the year end, the Company and Group has authorised share capital of
1,854,796,615 (2020: 7,142,005). Of these, 1,854,796,615 (2020: 1,336,755) are Ordinary Shares and none (2020: 5,805,250) are
preferred shares.
24 Employee benefits
24.1 Employee benefits expense
2021 2020
£m £m
Wages and salaries 169.1 112.8
Social security costs 38.2 39.6
Contributions to defined contribution plans 6.3 3.8
Share-based payment charge 71.1 48.3
Total employee benefits 284.7 204.5
24.2 Average monthly employee numbers
2021 2020
No. No.
Sales, marketing and operations 1,887 1,695
Technology 383 335
Administration 309 292
Directors and global management 33 27
Total employee numbers 2,612 2,349
No distinction is made between full-time and part-time employees in the above analyses.
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24 Employee benefits continued
24.3 Share-based payments
The Company operates share schemes for all employees of the Group. The terms of the main current schemes from which
the Group’s employees benefit are set out below.
Post-IPO Employee Share Plans
Since the Company’s admission on the London Stock Exchange on 7 April 2021, the Company has operated new share
incentive plans, under the umbrella of the Deliveroo Incentive Plan:
(i) Restricted Share Plan: Nominal Cost options
These are stock options that are granted to employees following the IPO. They give an award holder the right to acquire
Deliveroo Class A shares upon exercising the option at a nominal cost of £0.005 per share. Nominal Cost Options are granted
to the majority of employees who do not fall under the criteria for alternative plans. The options vest subject to the award
holder remaining employed with Deliveroo at the relevant vesting dates and the rules of the Deliveroo Incentive Plan (‘DIP’).
Awards granted under this scheme vest over four years, with a one-year cliff. Options which remain unexercised after a
period of ten years from the date of grant will expire. Unvested options are forfeited if the employee leaves the Group
before the options vest.
(ii) Restricted Share Plan: Conditional Share Awards (US)
Conditional Share Awards (sometimes referred to as RSUs or restricted stock units) are awards that are granted following
the IPO, and are only applicable to US Taxpayers. They provide the award holder the right to acquire Class A shares upon
vesting / settlement of the Award. The grant is “restricted” as the award must vest, and the award holder must remain
employed at the time of vesting before they can receive the underlying Class A shares. Award holders are required to pay
the nominal value of £0.005 per share at the time the award vests. Awards granted under this scheme vest over four years,
with a one-year cliff. Unvested awards are forfeited if the employee leaves the Group before the conditional shares vest.
(iii) Restricted Share Plan: Conditional Share Awards (France)
Conditional Share Awards (France) are awards that are granted following the IPO, and are only applicable to employees
based in France. They provide the award holder the right to acquire Class A shares upon vesting / settlement of the Award.
The grant is “restricted” as the award must vest, and the award holder must remain employed at the time of vesting before
they can receive the underlying Class A shares. Award holders are required to pay the nominal value of £0.005 per share at
the time the award vests. Awards granted under this scheme vest over four years, with a two-year cliff. Unvested awards are
forfeited if the employee leaves the Group before the conditional shares vest.
(iv) Performance Share Plan: Nominal Cost options
These are stock options that are granted to a subset of employees following the IPO. They give an award holder the right
to acquire Deliveroo Class A shares upon exercising the option at a nominal cost of £0.005 per share. Nominal Cost Options
are granted to the majority of employees who do not fall under the criteria for alternative plans. The options vest subject
to the award holder meeting certain performance criteria, and the award holder remaining employed with Deliveroo at the
relevant vesting dates. Awards granted under this scheme vest following a three-year cliff, and are subject to an additional
two-year holding period. Options which remain unexercised after a period of ten years from the date of grant will expire.
Unvested options are forfeited if the employee leaves the Group before the options vest.
(iv) Performance Share Plan: Conditional Share Awards (US)
These awards (sometimes referred to as RSUs or restricted stock units) are granted to a subset of employees following
the IPO, and are only applicable to US Taxpayers. They provide the award holder the right to acquire Class A shares upon
vesting/ settlement of the Award. The award holder must remain employed at the time of vesting, and the award holder
must meet certain performance criteria before they can receive the underlying Class A shares. Award holders are required
to pay the nominal value of £0.005 per share at the time the award vests. Awards granted under this scheme vest following
a three-year cliff, and are subject to an additional two-year holding period. Unvested awards are forfeited if the employee
leaves the Group before the shares vest.
Pre-IPO Employee Share Plans
The Group maintains the following, equity-settled share-based payment schemes for employees:
• EMI Scheme
• Unapproved option scheme
• French free share plan
• Restricted Stock Units (RSUs)
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
24 Employee benefits continued
24.3 Share-based payments continued
Where plans are substantially similar, they are disclosed in aggregate below.
The following table sets out the movement in share awards during the year:
Employee
share options
Employee
share options
(France and US)
Performance
share plans Total
Weighted
average
exercise
price (£)
Outstanding at 31 December 2019 88,196,400 66,269,400 — 154,465,800 0.04
Granted 24,959,200 9,888,200 — 34,847,400 0.06
Forfeited (13,028,800) (2,366,000) — (15,394,800) 0.07
Exercised (11,000,200) (173,800) — (11,174,000) 0.07
Outstanding at 31 December 2020 89,126,600 73,617,800 — 162,744,400 0.04
Granted 23,554,040 49,931,841 5,608,972 79,094,853 0.00
Forfeited (7,616,896) (7,215,887) — (14,832,783) 0.03
Exercised (45,429,616) (60,015,490) — (105,445,106) 0.03
Outstanding at 31 December 2021 59,634,128 56,318,264 5,608,972 121,561,364 0.02
Exercisable at 31 December 2021 19,216,576 4,593,600 — 23,810,176 0.03
Exercisable at 31 December 2020 51,555,355 31,728,845 — 83,284,200 0.04
Exercisable at 31 December 2019 43,893,800 21,287,200 — 65,181,000 0.04
Valuation method Black-Scholes Intrinsic value Monte Carlo
The weighted average share price for share options exercised during the year was £3.76 (2020: £1.64).
The share options outstanding as at 31 December 2021 had a weighted average remaining contractual life of 8.4 years (2020:
6.8 years) and the range of exercise prices was £0.00-£0.08 (2020: £0.00-£0.08).
The fair value of employee share options granted was determined using a Black-Scholes model, taking into account the
terms and conditions under which the options were granted. The following table lists the principal assumptions used in the
valuation:
2021 2020
Vesting period
1 month –
4 years
1 month –
4 years
Volatility 43% 41%
Option life 9.5 years 3 years
Risk-free investment rate 0.762% -0.11%
Weighted average share price £2.83 £1.64
Weighted average exercise price at grant date £0.00 £0.08
The underlying expected volatility was determined by reference to historical data of a peer group of similar
companies’ shares.
Employee share options (France and US) are accounted for using the intrinsic value method with the key assumptions
as follows:
2021 2020
Grant price £0.00 £0.00
Weighted average market price £3.56 £1.62
Attrition rate 52% 57%
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24 Employee benefits continued
24.3 Share-based payments continued
The performance share plans are valued using the Monte Carlo method; and as a new share plan in 2021, there are no
comparatives to disclose. However the assumptions for 2021 are as follows:
2021
Exercise price £0.005
Volatility 43%
Expected life 3 years
Risk-free investment rate 0.0177%
Dividend yield 0%
The underlying expected volatility was determined by reference to historical data of a peer group of similar
companies’ shares.
In total the charge shown in the table in note 24.1 relating to the equity-settled share-based payment plan has been
included within ‘administrative expenses’ in the income statement, and credited to equity.
25 Reconciliation of cash used in operations
2021 2020
£m £m
Cash flows from operating activities
Operating loss (308.8) (221.1)
Depreciation and amortisation 43.3 35.1
Loss on disposal of fixed assets 1.3 0.5
Loss on disposal of right-of-use asset 0.3 —
Impairment of right-of-use asset 0.2 —
Gain on disposal of lease liability (0.2) —
Share-based payments charge 71.1 48.3
(Increase)/decrease in inventories (10.0) 1.4
(Increase) in trade and other receivables (14.1) (28.9)
Increase in trade and other payables 79.8 94.0
(Decrease)/increase in provisions (30.6) 78.1
Cash (used in)/generated from operations (167.7) 7.4
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
26 Auditor’s remuneration
2021 2020
£m £m
Remuneration for audit of the 2021 financial statements 2.0 —
Remuneration for audit of the 2020 financial statements 0.5 1.1
Remuneration for audit of the 2019 financial statements 0.1 0.3
Audit related assurance services 0.1 —
Tax advisory services 0.6 0.1
Other assurance services 1.1 0.8
Total auditor’s remuneration 4.4 2.3
The parent company incurred £0.3 million (2020: £nil) in relation to UK statutory audit fees for the year.
27 Financial instruments
27.1 Categories of financial instruments
2021 2020
£m £m
Financial assets at amortised cost
Trade and other receivables (excluding prepayments) 90.0 81.2
Cash and cash equivalents 1,290.9 379.1
Total 1,380.9 460.3
2021 2020
£m £m
Financial assets at FVTPL
Shares 2.9 —
Total 2.9 —
2021 2020
£m £m
Financial liabilities at amortised cost
Trade and other payables (268.7) (285.3)
Total (268.7) (285.3)
27.2 Risk management objectives and policies
The Group is exposed to various risks in relation to financial instruments, the most significant of which are market risk, credit
risk and liquidity risk. The Group’s risk management is co-ordinated at its headquarters, in close co-operation with the Board
of Directors, and focuses on actively securing the Group’s short to medium-term cash flows by minimising the exposure to
financial markets. Long-term financial investments are managed to generate lasting returns.
The Group does not actively engage in the trading of financial assets for speculative purposes or write options. The most
significant financial risks to which the Group is exposed are described on pages 179 and 180.
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27 Financial instruments continued
27.3 Market risk
The Group is exposed to market risk through its use of financial instruments, and specifically to currency risk and interest
rate risk, which result from both its operating and investing activities.
Foreign currency sensitivity
Most of the Group’s transactions are carried out in Sterling. Exposures to currency exchange rates arise from the Group’s
overseas sales and purchases, which are primarily denominated in US Dollars, Euros, Australian Dollars, Hong Kong Dollars,
Singapore Dollars and United Arab Emirates Dirham as well as funds held in US dollars. To mitigate the Group’s exposure to
foreign currency risk, non-Sterling cash flows are monitored in accordance with the Group’s risk management policies.
The carrying amounts of the Group’s cash balances held in foreign currency at the reporting date were as follows:
2021 2020
£m £m
USD 55.4 89.3
EUR 69.8 63.9
AUD 4.2 4.9
HKD 3.4 0.6
SGD 6.1 6.7
KWD 3.7 0.7
AED 39.4 18.5
The following table illustrates the sensitivity of exchange rate movements in regard to the Group’s financial assets
and liabilities, all other things being equal. It assumes a +/- 10% change of the exchange rates for the year ended at
31 December 2021.
Cash increase/(decrease)
10% strengthening 10% weakening
2021 2020 2021 2020
£m £m £m £m
USD (5.2) (8.2) 6.0 9.8
EUR (6.3) (5.7) 7.9 7.2
AUD (0.3) (0.4) 0.5 0.5
HKD (0.3) 0.2 0.4 0.3
SGD (0.6) (0.7) 0.6 0.7
KWD (0.3) — 0.4 0.2
AED (3.7) (1.8) 4.3 2.0
The Group’s sensitivity to fluctuations in foreign currencies is the result of holdings in foreign currency due to fundraising
in USD and the growth of overseas entities. The sensitivity performed is a reasonable approximation of possible future
changes. Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions.
Nonetheless, the analysis above is considered to be representative of the Group’s exposure to currency risk.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
27 Financial instruments continued
27.4 Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group’s maximum exposure to
credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as summarised below:
2021 2020
£m £m
Cash and cash equivalents 1,290.9 379.1
Trade and other receivables (excluding prepayments) 90.0 81.2
Total financial assets 1,380.9 460.3
The Group continuously monitors defaults of customers and other counterparties and incorporates this information into
its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and other
counterparties are obtained and used. The Group’s policy is to deal only with creditworthy counterparties.
The Group considers that £2.5 million (2020: £2.3 million) of trade and other receivables included within the above financial
assets are impaired, with the remainder not impaired. Impairment is calculated based on an age analysis of receivables as
well as awareness of individual receivable balances.
In respect of trade and other receivables, the Group is not exposed to any significant credit risk in relation to any single
counterparty or any group of counterparties having similar characteristics. The Group holds no financial assets that are
past due as at the end of the reporting date but not impaired.
The credit risk for cash and cash equivalents is considered negligible, since the counterparties are reputable banks with
investment grade (with weighted average investment grade AA-) external credit ratings.
27.5 Liquidity risk
Liquidity risk is the risk that the Group might be unable to meet its obligations. The Group manages its liquidity needs by
forecasting cash inflows and outflows due in day-to-day business.
The Group’s objective is to maintain cash to meet its liquidity requirements. This objective was met for the reporting periods
by keeping all cash as readily available. Funding for long-term liquidity needs is additionally secured by the ability to sell long-
term financial assets.
The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular its
cash resources and trade receivables. The Group’s existing cash resources and trade receivables are considered sufficient
for the current cash outflow requirements.
On 7 April 2021, Roofoods Ltd (as borrower and guarantor), Deliveroo France SAS, Deliveroo Ireland Limited and Deliveroo
Italy SRL (as guarantors) entered into a revolving credit facility agreement (the RCF) with a small group of lenders, providing
Sterling and Euro denominated revolving credit facilities of up to £150 million for general and working capital purposes
of the Group. The key terms of the RCF include: (i) Roofoods Ltd as initial borrower; (ii) an initial term of 36 months which
can be extended for up to an additional 24 months; (iii) provision of information covenants and financial covenants; (iv)
the provision of guarantees by certain Group companies in respect of certain obligations under the RCF; and (v) springing
security if a minimum liquidity level is breached for multiple testing periods. To date, no drawdowns have been made
pursuant to the RCF.
The Group’s financial liabilities measured at amortised cost are all made up of trade and other payables. They have
contractual maturities as follows:
2021 2020
£m £m
Within one year 268.7 285.3
Total 268.7 285.3
The above amounts reflect the contractual undiscounted cash flows, which are in line with the carrying values of the
liabilities at the reporting date.
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180 deliveroo plc Annual Report 2021
28 Related party transactions
Transactions with key management personnel
2021 2020
£m £m
Wages and salaries 27.2 5.0
Post-retirement benefits 0.1 0.1
Termination payments — 0.1
Share-based payment charge 47.9 23.3
Total remuneration 75.2 28.5
29 Contingent liabilities and guarantees
As regulators consider the new on-demand economy, from time-to-time companies operating in the gig economy will
be subject to regulatory inspections and investigations. Certain companies in the Group are currently subject to such
investigations about elements of our operating model. Whilst we defend ourselves robustly in such cases, we recognise
the inherent uncertainty connected to regulatory inspections and investigations. Due to the stage of completion of such
discussions, it is not possible to predict, with any reasonable certainty, the likely outcome. However, whilst we consider that
the chance of economic outflow is not probable at this stage, it is possible that economic outflow could be needed to settle
all or some of these claims at the eventual conclusion of such matters.
Depending on the outcomes, the total economic outflow in relation to the quantifiable contingent liabilities is estimated
to be £37.3 million (2020: £10.3 million). In addition to this, there is a new regulatory challenge at an extremely early stage.
As such, it is difficult at this time to quantify a potential economic outflow, and we will continue to refine our calculation;
however at the time of signing of the financial statements, we have assessed a range of economic outflows representing
our best estimate in the event of a potential adverse outcome, which could range from £75 million to £200 million. There are
further contingent liabilities which are not, at this time, quantifiable, due to the lack of available information to enable such
estimation. The Directors will review the amounts of such contingent liabilities as necessary throughout the duration of the
relevant proceedings and revise amounts accordingly as and when new information is available.
The Group has issued guarantees totalling £7.6 million. Of this, £6.8 million relates to guarantees provided to tax authorities.
The remainder primarily relates to office rental guarantees.
On 9 December 2021, the European Commission published proposals on the regulation of platform work. The proposals
recognise that the majority of platform workers will be confirmed as self-employed. The proposals contain a ‘rebuttable
presumption’ of employment, in which platform workers would be presumed to be employees should two of five criteria
set out in the proposals be met. Any such determination could be challenged (‘rebutted’) by a platform. Any such challenge
would be based on existing domestic employment law. The proposals are at an early stage and subject to consultation,
and, if adopted, will be applied prospectively. As such, at this time there is no impact on our calculation and recognition of
contingent liabilities or provisions. Deliveroo believes the proposals could provide welcome clarity on the tests to determine
the status of platform workers and is contributing to the consultation process.
30 Events after the reporting period
No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation.
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181Annual Report 2021 deliveroo plc
2021
Note £m
Fixed assets
Investments 6 3,922.4
Intercompany loan 3 1,035.5
4,957.9
Current assets
Debtors 4 48.1
Cash at bank and in hand 5 0.2
48.3
Net assets 5,006.2
Capital and reserves
Called up share capital 7 9.3
Share premium reserve 1,013.0
Merger reserve 3,915.2
Profit and loss account 68.7
Shareholders’ funds 5,006.2
As permitted by Section 408 of the Companies Act 2006, the Company’s Statement of profit or loss has not been included in
these financial statements. The Company recorded a profit for the period to 31 December 2021 of £11.0 million.
Approved and authorised by the Board on 24 March 2022 and signed on its behalf by:
Adam Miller
Director
PARENT COMPANY BALANCE SHEET
As at 31 December 2021
Registration number: 13227665
Share
capital (Note 7)
Share
premium
Merger
reserve
Profit and
loss account Total
£m £m £m £m £m
Profit for the period and comprehensive income — — — 11.0 11.0
Employee share-based payment awards — — — 57.7 57.7
Issue of share capital 9.3 1,013.0 3,915.2 — 4,937.5
At 31 December 2021 9.3 1,013.0 3,915.2 68.7 5,006.2
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
For the period from 25 February 2021 to 31 December 2021
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182 deliveroo plc Annual Report 2021
1 General information
The Company is a public company limited by share capital, incorporated in England and Wales.
Deliveroo plc (formerly Deliveroo Holdings Limited) (the ‘Company’) was incorporated in England and Wales on 25 February
2021 as Bruno and Albi Limited, a private company limited by shares in the United Kingdom, renamed Deliveroo Holdings
Limited on 5 March 2021 and re-registered as a public company limited by shares and renamed Deliveroo Holdings Plc on
10 March 2021. Deliveroo Holdings Plc was subsequently renamed Deliveroo Plc on 18 April 2021.
The Company’s principal activity is that of a holding company. On 7 April 2021, the Company was admitted to the London
Stock Exchange.
The address of its registered office is:
The River Building
Level 1 Cannon Bridge House
1 Cousin Lane
London
EC4R 3TE
United Kingdom
2 Accounting policies
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies
have been consistently applied to the period presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 ‘The Financial Reporting
Standard applicable in the UK and Republic of Ireland’.
Basis of preparation
These financial statements have been prepared using the historical cost convention.
Amounts are presented in GBP and to the nearest million pounds (to one decimal place) unless otherwise noted.
Summary of disclosure exemptions
The Company has taken advantage of the following disclosure exemptions permitted by FRS 102:
• the requirements of Section 7 ‘Statement of Cash Flows’ and Section 3 ‘Financial Statement Presentation’,
paragraph 3.17(d);
• the requirements of Section 11 ‘Financial Instruments’, paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv),
11.48(b), and 11.48(c); and
• the requirements of Section 33 ‘Related Party Disclosures’, paragraph 33.7.
Name of Parent of Group
These Parent Company financial statements are consolidated in the Group financial statements of Deliveroo Plc.
The consolidated financial statements of Deliveroo Plc may be obtained from https://corporate.deliveroo.co.uk/.
Disclosure of long or short period
The principal accounting policies adopted in the preparation of the financial statements are set out below. The Company has
presented a period from incorporation on 25 February 2021 to 31 December 2021 and the policies have been consistently
applied to the period presented, unless otherwise stated.
Going concern
These financial statements have been prepared on the going concern basis, which assumes continuity of normal business
activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.
At the reporting date, the Company’s current assets exceed its current liabilities by £48.3 million and it has net assets of
£5,006.2 million for the period ended 31 December 2021.
NOTES TO THE FINANCIAL STATEMENTS
For the period from 25 February 2021 to 31 December 2021
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183Annual Report 2021 deliveroo plc
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the period from 25 February 2021 to 31 December 2021
2 Accounting policies continued
Key sources of estimation uncertainty
In the application of the Company’s accounting policies, which are described above, the Director is required to make
judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and associated assumptions are based on historical experience and other factors that
are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is
revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both
current and future periods.
There were no key sources of estimation uncertainty at the balance sheet date that would have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Judgements
In the course of preparing the financial statements, no judgements have been made in the process of applying the
Company’s accounting policies.
Tax
Any tax expense or credit recognised in the income statement is based on the results for the period as adjusted for items
which are disallowed or not taxed. It is based on tax rates and laws that have been enacted or substantively enacted by the
end of the reporting period.
Deferred income tax is calculated using the liability method in respect of temporary differences between the carrying
amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of
goodwill or on the initial recognition of an asset or liability unless the related transaction is a business combination or
affects tax or accounting profit. Deferred tax on temporary differences associated with investments in subsidiaries and
joint ventures is not recognised if reversal of these temporary differences can be controlled by the Company and it is
probable that reversal will not occur in the foreseeable future.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their
respective period of realisation, provided they are enacted or substantively enacted by the end of the reporting period.
Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised against future
taxable income, based on the Company’s forecast of future operating results which is adjusted for significant non-taxable
income and expenses and specific limits to the use of any unused tax loss or credit. Deferred tax liabilities are always
provided for in full.
Deferred tax assets and liabilities are offset only when the Company has a right and intention to set off current tax assets
and liabilities from the same taxation authority.
Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in profit or loss,
except where they relate to items that are recognised in other comprehensive income or directly in equity, in which case
the related deferred tax is also recognised in other comprehensive income or equity respectively.
Investments
Investments in subsidiaries are stated at cost less cumulative impairment losses.
Investments are reviewed for potential impairment indicators at least annually, and where such indicators exist, an
impairment review is carried out. Potential impairment indicators includes the market capitalisation of the Group being
below the Group’s net asset value. The recoverable amount of the Group’s cash generating units as used for impairment
testing the Group’s goodwill and intangible assets also supports the recoverable amounts of the parent company’s
investments and intra-Group balances.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid
investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of
changes in value.
Trade debtors
Trade and other receivables include amounts due from related parties and other amounts due from third parties. They are
recognised as current assets if collection is due in one year or less. If collection is due in over a year, they are presented as
non-current assets.
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184 deliveroo plc Annual Report 2021
2 Accounting policies continued
Share capital
Share capital represents the fair value of shares that have been issued. Any transaction costs directly attributable to the
issuing of new shares are deducted from share capital, net of any related income tax benefits.
Other components of equity include the following:
• share premium – comprises the difference between the value of the shares on issue and their nominal value;
• share options reserve – comprises equity-settled share-based remuneration;
• profit and loss account – comprises all current period profit/(loss); and
• merger reserve – comprises the difference between the fair value of Roofoods Ltd as at 6 April 2021 and the nominal value
of shares acquired by Deliveroo plc as part of the Share-for-Share exchange which took place prior to Admission.
Share-based payments
The Group operates share-based compensation plans for employees. The fair value of the employee services received in
exchange for the grant of the equity instruments is recognised as an expense in the statement of comprehensive income,
with a corresponding credit to the share option reserve. The expense is allocated over the vesting period, based on the best
available estimate of the number of equity instruments expected to vest.
Vesting conditions may have market or non-market criteria, and are included in assumptions about the number of equity
instruments that are expected to vest. Estimates are subsequently revised if there is any indication that the number
of equity instruments expected to vest differs from previous estimates, and taking into account the number of equity
instruments which have been cancelled, modified or forfeited in the period.
It recognises the impact of the revision to original estimates, if any, in the statement of comprehensive income with a
corresponding adjustment to equity. Any cumulative adjustment prior to vesting is recognised in the current period. No
adjustment is made to any expense recognised in prior periods, if equity instruments expected to vest differs from previous
estimates. Upon exercise of equity instruments the proceeds received net of any directly attributable transaction costs are
allocated to share capital and share premium.
The Group maintains an employee benefit trust (EBT) which facilitates an internal market for participants in employee
share-based compensation plans to sell their shares in the Company.
3 Intercompany loan
2021
£m
Intercompany loan – Roofoods Ltd 1,035.5
4 Debtors
2021
£m
Amounts owed by related parties 48.0
Other debtors 0.1
48.1
5 Cash and cash equivalents
2021
£m
Cash and short-term deposits 0.2
6 Investments
2021
£m
Investments 3,922.4
On 6 April 2021, the Company issued Ordinary Shares in a share for share exchange with the shareholders of Roofoods
Limited. Consequently, Deliveroo plc directly owns 100% of Roofoods Limited.
Strategic report Governance report Financial report
185Annual Report 2021 deliveroo plc
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the period from 25 February 2021 to 31 December 2021
6 Investments continued
Details of undertakings
Investments in subsidiaries of the Company consist of the following, all of which are included in the Group consolidated
results for the year:
2021
Undertaking Registered office Holding
Proportion of
Ordinary Shares
held
Subsidiary undertakings
Roofoods Ltd The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane,
London, EC4R 3TE UK
Ordinary 100%
Roofoods (USA) Inc. 2711 Centerville Road, Suite 400, Wilmington, New Castle County,
Delaware 19808 USA
Ordinary 100%
Deliveroo France SAS 1 bis avenue de la République, 75011 Paris France Ordinary 100%
Deliveroo Germany GmbH* c/o Cormoran GmbH, Am Zirkus 2, 10117, Berlin, Germany Ordinary 100%
Deliveroo Ireland Ltd 2 Dublin Landings, North Dock, Dublin 1 Ordinary 100%
Deliveroo Netherlands BV Raamplein 1, 1016 XK Amsterdam The Netherlands Ordinary 100%
Deliveroo Belgium SPRL Spaces, Rue des Poissonniers 13, 1000 Bruxelles Belgique Ordinary 99.9%
Roofoods Spain SL Calle Antonio González Echarte, 1, 28029 Madrid Spain Ordinary 100%
Deliveroo Australia Pty Ltd Level 2, 161 Collins St, Melbourne VIC 3000 Australia Ordinary 100%
Deliveroo Singapore Pte Ltd 135 Cecil Street, #10-01, MYP Plaza, 69536 Singapore Ordinary 100%
Deliveroo Hong Kong Ltd Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay
Hong Kong
Ordinary 100%
Deliveroo Italy SRL Deliveroo c/o Il Parallelo via Carlo Bo, 11 20143 Milano Ordinary 100%
Deliveroo DMCC Unit No 123, DMCC Business Centre, Level No 1, Jewellery & Gemplex
3, Dubai UAE
Ordinary 100%
Deliveroo SP Ltd The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane,
London, EC4R 3TE UK
Ordinary 100%
Deliveroo International Ltd The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane,
London, EC4R 3TE UK
Ordinary 100%
Roofoods Food Delivery LLC API Trio Tower, 32F – Al Barsha 1, Dubai UAE Ordinary 49%
Deliveroo Editions DMCC Unit C05, Swiss Tower, Plot No. JLT-PH2-Y3A, Jumeirah Lakes Towers,
Dubai UAE
Ordinary 100%
Roofoods Editions
Restaurant LLC
Shop 07, Majestic Tower, Business Bay, Dubai UAE Ordinary 49%
New Skies SPV Limited P.O. Box 35665, 34, Al Maqam Tower, Abu Dhabi Global Market Square,
Al Maryah Island, Abu Dhabi UAE
— —
Roofoods Consumer
Products Delivery Gulf SPC
Kuwait City, Qiblah Block 9, Ahmed Al-Jaber Street, Zumeridah
Tower, Mezzanine 2, Office Number 4 Kuwait
— —
Roofoods Restaurant LLC L1-016-WTC Mall, Abu Dhabi, United Arab Emirates Ordinary 49%
Deliveroo SPC Limited 1306, Level 13, Al Fattan Currency House, Tower 2, Dubai
International Financial Centre, Dubai, 506615, United Arab Emirates
UAE
— —
Editions SPC Ltd Unit 06, 07 , Level 13, Currency House, Tower 2, Dubai International
Financial Centre, Dubai, 506615 UAE
— —
Deliveroo HOP Ltd The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane,
London, EC4R 3TE United Kingdom
Ordinary 100%
Strategic report Governance report Financial report
186 deliveroo plc Annual Report 2021
6 Investments continued
Details of undertakings continued
2021
Undertaking Registered office Holding
Proportion of
Ordinary Shares
held
Delivery HOP Italy SRL Deliveroo c/o Il Parallelo via Carlo Bo, 11 20143 Milano Italy Ordinary 100%
Deliveroo sp. z o.o. ul. ALEJE UJAZDOWSKIE, nr 41, WARSZAWA, 00-540, WARSZAWA Poland Ordinary 100%
New Skies General
Trading SPC
Kuwait City, Qibla Block 9, Ahmed Al-Jaber Street, Plot 7A,
Mezzanine 2 Floor, Office Number 11 Kuwait — —
Roofoods Management 1 Ltd The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane,
London EC4R 3TE United Kingdom Ordinary 100%
Deliveroo Editions Food
Preparation Management
Company SPC
Moubarak al Kabeer, West Abu Fateerah, block 1, street 25,
building 513, floor 1
— —
Cultivate Software Ltd** 7 Exchange Crescent, Conference Square, Edinburgh EH3 8AN Ordinary 100%
Roofoods Private Limited 2nd Floor, SKYVIEW 10, The Skyview, Sy no 83/1 Raidurgam,
Hitech City Main Rd Hyderabad, TELANGANA 500081 India Ordinary 100%
Deliveroo HOP Trading LLC Plot Number 674/289 – Control Tower Retail – R#4
PO Box 24980 Ordinary 100%
* Ceased trading in 2019.
** In liquidation throughout the period.
7 Share capital
Shares issued and fully paid
During the period 1,754,496,973 Ordinary A shares having an aggregate nominal value of £8,772,485 were allotted.
During the period 100,299,642 Ordinary B shares having an aggregate nominal value of £501,498 were allotted.
8 Parent and ultimate parent undertaking
The Parent Company financial statements are consolidated in the Group financial statements of Deliveroo plc, which are
available from https://corporate.deliveroo.co.uk/.
9 Non-adjusting events after the financial period
The Company intends to undertake a court-approved capital reduction to cancel the amount standing to the credit of its
share premium account in full (the “Capital Reduction”). The Capital Reduction, when completed, will create distributable
reserves to allow the Company (among other things) to pay dividends in the future.
Strategic report Governance report Financial report
187Annual Report 2021 deliveroo plc
£m unless stated 2018 2019 2020 2021
Selected operating metrics
Orders (m) 72.4 118.5 173.7 300.6
GTV per order* (£) 22.2 21.3 22.9 22.1
GTV* 1,609.9 2,521.7 3,978.8 6,631.0
Revenue 476.1 771.8 1,163.0 1,824.4
Cost of sales (384.9) (583.2) (815.3) (1,327.1)
Gross profit* 91.2 188.6 347.7 497.3
Marketing and overheads* (289.0) (415.5) (358.5) (628.7)
Adjusted EBITDA* (197.7) (226.9) (10.8) (131.4)
YoY % change in constant currency*
Orders 82% 64% 51% 73%
GTV per order* (9%) (4)% 6% (2)%
GTV* 65% 57% 62% 70%
% of GTV*
Revenue 29.6% 30.6% 29.2% 27.5%
Gross profit* 5.7% 7.5% 8.7% 7.5%
Marketing and overheads* (17.9)% (16.5)% (9.0)% (9.5)%
Adjusted EBITDA* (12.3)% (9.0)% (0.3)% (2.0)%
Selected metrics: Consolidated Income Statement
Adjusted EBITDA* (197.7) (226.9) (10.8) (131.4)
Depreciation and amortisation (15.8) (29.3) (34.4) (43.0)
Share based payments charge and accrued national insurance
on share options (43.6) (31.0) (73.2) (87.6)
Loss for the period attributable to owners of the Company
(232.0) (317.3) (226.4) (308.5)
Selected metrics: Consolidated Statement of Cash Flows
Net cash generated from operating activities
(176.3) (198.7) 7.4 (167.7)
Purchase of property, plant and equipment
17.8 5.0 5.8 21.4
Acquisition of intangible assets
17.0 21.4 20.5 34.6
Cash and cash equivalents at the end of the period
184.6 229.8 379.1 1,290.9
Deliveroo ceased operations in Germany in August 2019, Taiwan in April 2020, and Spain in November 2021. In accordance with IFRS 5, Spain has been classified as a
discontinued operation in 2021 and results for 2020 have been restated (results for 2018 and 2019 have not been restated); neither Germany nor Taiwan has been
classified as a discontinued operation. In this summary, all figures are for continuing operations in the period, except for those marked with a triangle (), which
are for continuing and discontinued operations in the period.
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
4YEAR FINANCIAL SUMMARY
Strategic report Governance report Financial report
188 deliveroo plc Annual Report 2021
GLOSSARY
£
Pound (GBP).
€
Euro (EUR).
Adjusted EBITDA*
Gross profit less marketing and
overhead expenses; it excludes
inter
alia
depreciation and amortisation,
exceptional costs, exceptional income,
and share-based payments charge.
Admission
The date that Deliveroo Plc was
admitted to the London Stock
Exchange (7 April 2021).
Annual General Meeting (AGM)
Meeting of shareholders of the
Company held each year to consider
ordinary and special business as
provided in the Notice of AGM.
Articles
The Articles of Association of
Deliveroo plc.
Average order frequency (AOF)
The average number of orders placed
by active consumers in a month.
Average order value (AOV)
The total gross merchandise value
divided by the total number of orders.
BEIS
The Department for Business, Energy
and Industrial Strategy, the UK
government department responsible
for business, industrial strategy, and
science and innovation with energy
and climate change policy.
Board
The Board of Directors of Deliveroo plc.
Business segments
The Company operates in two
segments: the UK and Ireland (UKI)
segment and the International
segment, comprising the remainder
of the Company’s markets.
CAGR
Compound annual growth rate.
CEO
Chief Executive Officer &
Founder, Will Shu.
CFO
Chief Financial Officer, Adam Miller.
The Company, the Group,
Deliveroo, we, our or us
We use these terms to refer to either
Deliveroo Plc itself or certain of its
subsidiaries, depending on context.
Class A Ordinary Shares
The Class A Ordinary shares are listed
on the standard listing segment of the
Financial Conduct Authority’s Official
List and traded on the Main Market for
listed securities of the London Stock
Exchange. The rights and restrictions
are set out in the Company’s Articles.
Class B Ordinary Shares
The Class B Ordinary Shares are not
admitted to listing and trading and are
held by the Company’s CEO, Will Shu. The
rights and restrictions are set out in
the Company’s Articles.
Consolidated financial
statements
Financial statements that include the
results and financial position of the
Company and its subsidiaries together
as if they were a single entity.
Consumer NPS
Consumer Net Promoter Score.
A customer loyalty and satisfaction
measurement taken from asking
customers how likely they are to
recommend Deliveroo.
COVID-19 or coronavirus disease
The disease caused by Severe Acute
Respiratory Syndrome Coronavirus 2,
which is responsible for the ongoing
global pandemic that has impacted
the Company’s operations.
CMA
The UK Competition and Markets Authority.
DEFRA
Department for environment, food
and rural affairs.
Deliveroo Hop or Hop
Deliveroo’s new rapid grocery delivery
service operating from delivery-only
stores and offering groceries in as little
as 10 minutes.
DE&I
Diversity, equity and inclusion.
DIB
Diversity, Equity, Inclusion and Belonging
employee groups which currently
include Gender Equality, Racial Equality,
LGBTQ and Wellbeing.
Directors or Executive Directors
or Non-Executive Directors (NEDs)
The Directors, Executive Directors
and Non-Executive Directors of
the Company.
DSP awards
Deferred share awards granted as
part of the annual bonus under the
Deliveroo plc Incentive Plan.
Earnings per share (EPS)
Profit for the year attributable to
equity shareholders of the Company
allocated to each Ordinary Share.
Editions
Deliveroo’s delivery-only kitchens which
offer opportunities for restaurants
to expand to new areas and increase
choice in local neighbourhoods for
consumers.
Employees
Employees of the Group.
Employee engagement
Deliveroo uses the Peakon employee
engagement survey tool, asking for
monthly employee feedback on a wide
range of topics.
ESG
Environmental, Social and Governance.
Executive Management
Deliveroo’s Executive Directors and
the Executive Committee as detailed
on the Deliveroo website.
Financial year
The year ended 31 December.
FRC
Financial Reporting Council.
Gross merchandise value (GMV)
The total value of food baskets (net
of any discounts), excluding from our
Signature offering, and is represented
excluding any consumer fees, tips, VAT,
or other sales-related taxes.
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189Annual Report 2021 deliveroo plc
Gross profit
Gross profit is calculated as revenue
less costs of sales, which primarily
comprises rider costs and credit
card fees.
Gross profit margin (as % of GTV)
Gross profit divided by GTV.
Gross transaction value (GTV)
Comprises the total value of food
baskets (net of any discounts)
and consumer fees, excluding
from our Signature offering, and is
represented including VAT and other
sales-related taxes but excluding any
discretionary tips
Hyperlocal
The localised nature of Deliveroo’s
business.
IAS
International Accounting Standards
as issued by the IASB.
IASB
International Accounting
Standards Board.
IFRS
International Financial Reporting
Standards as issued by the IASB as
adopted by the EU.
IPO
Initial public offering. Deliveroo
became a public listed company
following Admission on 7 April 2021.
KPI
Key performance indicator.
Monthly active consumers
The monthly active consumers (MACs)
is the number of individual consumer
accounts that have placed an order
on our platform in a given month.
Orders
The total number of orders delivered
from our platform, including from our
Marketplace and Signature offering,
over the period of measurement.
Plus
Deliveroo’s consumer subscription
programme that unlocks access to
unlimited free delivery for a fixed
monthly fee.
PSP awards
Performance Share Plan awards.
Long term incentive plan awards with
performance conditions, issued under
the Deliveroo plc Incentive Plan.
Remuneration Policy
The Directors’ Remuneration Policy
(subject to approval at the 2022 AGM).
Remuneration Reporting
Regulations
Large and Medium-sized Companies
and Groups (Accounts and Reports)
Regulations 2008 as amended.
Risk appetite
The nature and extent of the
principal risks Deliveroo is willing
to take to achieve its long-term
strategic objectives.
RSP awards
Restricted Share Plan awards under
the Deliveroo Plc Incentive Plan.
Restricted Stock Units (RSUs)
Restricted Stock Unit awards under the
Deliveroo plc Incentive Plan.
Senior Managers or Senior
Management
Individuals in our organisational
structure who are ‘Levels 8’ or above,
excluding the Executive Directors.
Signature
Deliveroo’s white label offering,
enabling restaurant partners to create
a direct channel to consumers for
delivery, while leveraging Deliveroo’s
technology platform, logistics network,
and consumer care to facilitate that
delivery.
Scope 1 emissions
Scope 1 emissions are direct
greenhouse gas emissions that
occur from sources that are owned
or controlled by the Company.
Scope 2 emissions
Scope 2 emissions are greenhouse
gas emissions from the generation
of purchased electricity consumed
by the Company.
Scope 3 emissions
Scope 3 emissions are indirect
greenhouse gas emissions as a
consequence of the operations
of the Company, but are not owned
or controlled by the Company.
Shareholders
The holders of Shares in the capital
of the Company.
Shares
The shares in the capital of the
Company from time to time, which
from Admission shall consist of the
Class A Shares and the Class B Shares,
each having the rights set out in the
Articles from time to time.
SID
Senior Independent Director.
Subsidiary or Subsidiaries
A company or other entity(ies) that
is/are controlled by Deliveroo.
The three sides of the
marketplace
(1) consumers, (2) riders and (3)
restaurant and grocery partners.
TAM
Total Addressable Market.
The UK Corporate Governance
Code (the Code)
Guidance, issued by the Financial
Reporting Council in 2018, on how
companies should be governed,
applicable to UK listed companies, in
respect of reporting periods starting
on or after 1 January 2019.
tCO
2
e
Tonnes (t) of carbon dioxide (CO
2
)
equivalent (e).
TSR
Total Shareholder Return.
VP
Vice President.
GLOSSARY CONTINUED
Strategic report Governance report Financial report
190 deliveroo plc Annual Report 2021
The Group assesses performance using Alternative Performance Measures (APMs) which are not defined under IFRS.
Definitions of measures and reconciliations to amounts presented in the financial statements are set out below.
Metric Definition and purpose
Reconciliation to
GAAP measure
Financial measures
Gross
merchandise
value (GMV)
Gross merchandise value (GMV) is the total value of food baskets (net of any discounts),
excluding from our Signature offering, and is represented excluding any consumer
fees, tips, VAT, or other sales-related taxes. GMV is commonly used among platform
companies for understanding the value of goods traded on a marketplace.
See definition
for calculation
method
Gross
transaction
value (GTV)
GTV comprises the total value of food baskets (net of any discounts) and consumer
fees, excluding from our Signature offering, and is represented including VAT and other
sales-related taxes but excluding any discretionary tips. As such, GTV represents the
total value paid by consumers, excluding any discretionary tips. It is a widely used
measure for understanding the total value spent by consumers on our marketplace.
Spain discontinued operations are excluded from GTV in 2020-21 but included for 2018-19.
See definition
for calculation
method
Average order
value (AOV)
Average order value (AOV) is defined as the total gross merchandise value divided by
the total number of orders. AOV is considered a key driver of the Group’s GTV. Spain
discontinued operations are excluded from AOV in 2020-21 but included in 2018-19.
See definition
for calculation
method
Gross
transaction
value per order
Gross transaction value per order (or GTV per order) is defined as the total gross
transaction value divided by the total number of orders. GTV per order is used as a
measure for understanding the total value spent by consumers on our marketplace on
a unit basis. Spain discontinued operations are excluded from GTV per order in 2020-21
but included for 2018-19.
See definition
for calculation
method
Revenue
take rate
(as % of GTV)
Revenue take rate is revenue divided by GTV. It is a widely used measure for
understanding the proportion of total value spent by consumers on our marketplace
that is captured by Deliveroo.
See definition
for calculation
method
Gross profit Gross profit is calculated as revenue less costs of sales, which primarily comprises
rider costs and credit card fees. Gross profit is used to calculate gross profit margin
which is considered a good measure of profitability at a transactional level.
See below for
reconciliation
Gross profit
margin (as %
of GTV)
Gross profit margin as a percentage of GTV is defined as gross profit divided by GTV. It is
considered a good measure of profitability at a transactional level.
See definition
for calculation
method
Marketing and
overheads
Marketing and overheads represent the difference between gross profit and adjusted
EBITDA. For the purposes of assessing and managing performance, Deliveroo’s fixed
cost base has been split into two major categories: marketing and overheads.
Marketing costs are a combination of both brand-building activities and activities
focused on in-period acquisition. Overheads consist of staff costs, the non-capitalised
portion of costs relating to information technology, and other administrative expenses.
See below for
reconciliation
Adjusted EBITDA Adjusted EBITDA represents loss for the year before income tax charge/credit, finance
costs, finance income, depreciation and amortisation, exceptional costs, exceptional
income, legal and regulatory settlements and provisions, and share-based payments
charge and accrued national insurance on share options. Adjusted EBITDA is considered
to be a measure of the underlying trading performance of the Group and is used,
amongst other measures, to evaluate operations from a profitability perspective, to
develop budgets, and to measure performance against those budgets. EBITDA less
capital expenditure and capitalised development costs is used as a further measure
of underlying operating profitability of the business.
See below for
reconciliation
GLOSSARY ALTERNATIVE PERFORMANCE MEASURES
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191Annual Report 2021 deliveroo plc
GLOSSARY ALTERNATIVE PERFORMANCE MEASURES CONTINUED
Adjusted EBITDA
margin (as %
of GTV)
Adjusted EBITDA margin is defined as adjusted EBITDA divided by GTV. It is used, amongst
other metrics, as a measure of operating profitability.
See definition
for calculation
method
Segment
adjusted EBITDA
Information reported to the Group’s Chief Executive Officer (the Chief Operating
Decision Maker (CODM)) for the purposes of resource allocation and assessment of
segment performance focuses on a geographical split of the Group between ‘UK and
Ireland’ and ‘International’ (being overseas jurisdictions other than UK and Ireland). The
CODM primarily uses segment adjusted EBITDA to assess the performance of the
operating segments.
See note 4 for
further
information
Exceptional
items (income/
costs)
Exceptional income and exceptional costs are items where there is separately
identifiable income and expenditure arising from activities or events outside the
normal course of business and are deemed material to the understanding of the
Group’s accounts.
See note 11
for further
information
Constant
currency
Constant currency adjusts for period-to-period local currency fluctuations. The Group
uses constant currency information because the Directors believe it allows the Group
to assess consumer behaviour on a like-for-like basis to better understand the
underlying trends in the business.
See definition
for calculation
method
2021 2020
Reconciliation to financial statements £m £m
Operating loss (304.3) (208.8)
Depreciation 19.3 16.6
Amortisation 23.7 17.8
EBITDA (261.3) (174.4)
Share-based payments charge and accrued national insurance on share options 87.6 73.2
Legal provisions and other settlements 7.5 70.9
Exceptional items* 34.8 19.5
Adjusted EBITDA* (131.4) (10.8)
Marketing and overheads* 628.7 358.5
Gross profit* 497.3 347.7
* To supplement performance assessment, Deliveroo uses Alternative Performance Measures (APMs), which are not defined under IFRS. APMs are indicated in this
document with an asterisk (*); definitions and further details are provided on page 191.
Strategic report Governance report Financial report
192 deliveroo plc Annual Report 2021
COMPANY AND SHAREHOLDER INFORMATION
Registered office
The River Building, Level 1 Cannon
Bridge House, 1 Cousin Lane,
London, EC4R 3TE
Managing your shares and
shareholder communications
The Company’s share register is
maintained by our registrar, Equiniti.
Shareholders with queries relating
to their shareholding should contact
Equiniti directly using one of the
methods listed below:
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Telephone: 0371 384 2030*
Telephone (outside UK): +44 121 415 7047
Online: help.shareview.co.uk
Website: www.equiniti.com
* Lines are open Monday to Friday 8.30am to 5.30pm,
excluding public holidays in England and Wales
Shareholders can manage their
holdings online or elect to receive
shareholder documentation/
communication in electronic form by
registering at www.shareview.co.uk.
Shareholders who have elected to
receive electronic communication
but require a paper copy of any
of the Company’s shareholder
documentation, or wish to change their
instructions, should contact Equiniti
directly using one of the methods
listed above.
Annual General Meeting (AGM)
The Board currently intends to hold the
AGM in May 2022. The arrangements for
the Company’s 2022 AGM and details
of the resolutions to be proposed,
together with explanatory notes, will
be set out in the Notice of AGM to be
published on the Company’s website.
Independent auditor
Deloitte LLP
1 New Street Square, London, EC4A 3HQ
Corporate website
You can access the corporate website
at https://corporate.deliveroo.co.uk.
The corporate website provides
useful information including annual
reports, results announcements
and share price data, as well as
background information about
the Company and current issues.
Shareholders are encouraged to sign
up to receive email notification of
results and press announcements
as they are released by registering at
https://corporate.deliveroo.co.uk.
Share price information
The latest Deliveroo plc share price
can be found on our website at
https://corporate.deliveroo.co.uk.
ShareGift
Shareholders who only have a small
number of shares whose valuation
makes it uneconomic to sell them
may wish to consider donating them
to charity through ShareGift, the
independent charity share donation
scheme (registered charity no. 1052686).
Further information may be obtained
from ShareGift on 020 7930 3737 or
at sharegift.org.
Shareholder fraud
Fraud is on the increase and many
shareholders are targeted every year.
If you have any reason to believe that
you may have been the target of a
fraud, or attempted fraud in relation
to your shareholding, please contact
Equiniti immediately.
CBP011664
Deliveroo plc’s commitment to environmental issues is
reflected in this Annual Report, which has been printed
on Symbol Freelife Satin, an FSC
®
certified material.
This document was printed by L&S using its environmental
print technology, which minimises the impact of printing on
the environment, with 99% of dry waste diverted from landfill.
Both the printer and the paper mill are registered to ISO 14001.
deliveroo plc Annual Report 2021
deliveroo plc
The River Building,
Level 1, Cannon Bridge
House, 1 Cousin Lane
London EC4R 3TE
corporate.deliveroo.co.uk
