Boparan Holdings Limited
Group Tax Strategy
July 2018

Background

Boparan Holdings Limited trading under the name of “2 Sisters Food Group” (“the Group”) is one of the largest food manufacturers in Europe with over 23,000 employees across approx. 50 sites in the UK, Netherlands and Poland.

We have a strong UK presence in poultry, red meat, chilled and frozen food categories, as well as being a “big brand” favourite with Fox’s biscuits and Holland’s pies. We are committed to delivering the highest quality products to the British and European public and to our retail and food service customers.

The Group’s tax strategy (“Strategy”) is set by the Board of Directors. Executive responsibility for delivery of the Strategy is delegated to the Chief Financial Officer (“CFO”) who also acts as the Senior Accounting Officer (“SAO”) for the Group.

The policy implemented to support the tax strategy is detailed below.

Tax risk management and governance arrangements

In achieving the Group strategy, the CFO has established a Group Tax Policy consisting of a clear set of principles and defined roles and responsibilities.

The Group Tax Policy is reviewed and approved annually by the Board and Audit Committee. Day to day to management of the Group Tax Policy is delegated to the Group Treasurer & Head of Tax who is supported by an in-house Group Tax Team of qualified tax professionals.

Tax risk management is aligned to the Group’s overall risk management framework which has been built to identify, evaluate, mitigate and monitor risks.

Tax Risk

The Group aims for a low tax risk approach while accepting that a business of our size and nature will carry some inherent risk. At the core of the tax risk management process is a tax risk register which is maintained by the Group Tax Team. The tax risk register details the key tax risks arising from the Group’s business and is used to assess the inherent level of risk (likelihood and impact); controls; the controlled level of risk; risk mitigation plans; and target level of risk.

Divisional Business Unit Heads together with central functions are responsible for maintaining systems, processes and controls to allow the reporting of tax risks arising in their business area to the Group Tax Team.

The Group Treasurer and Head of Tax is responsible for monitoring compliance with Group Tax Policy. The Group Tax Team carry out regular reviews and testing of controls with assistance from Risk and Internal Audit as required. The Group Treasurer and Head of Tax reports to the Audit Committee on compliance with Group Tax Policy annually. The Group Tax Team also carry out an assessment of the Group’s tax accounting arrangements and report to the CFO as part of the annual SAO certification.

The Group Tax Team take advice from a number of external tax advisors on compliance, implementation of new legislation, transactions and other business specific queries to ensure tax risk is managed effectively.

Where the tax law is unclear or subject to interpretation, written advice or confirmation will be sought as appropriate to minimise uncertainty and therefore risk.

Tax planning

The Group focuses on reporting and paying the right amount of tax at the right time and in the right country, in accordance with the tax laws of the territories in which we operate.

Wherever appropriate the Group aims to use government tax incentives such as R&D and Patent box claims, and enhanced capital allowances to ensure the right amount of tax is paid.

The Group only adopts tax planning arrangements to the extent that these support the commercial activities being undertaken, in order that these can be carried out in a tax efficient manner, while remaining compliant with all relevant tax legislation and group strategy.

Working with HMRC

The Group’s approach towards dealing with tax authorities is consistent with the CBI statement of tax principles. The Group Tax Team interacts with HMRC on a regular basis and seeks to continue to maintain a consistent, open and transparent relationship.

The Group aims to ensure any transaction for which the tax treatment is uncertain is clearly disclosed when it is included in a tax return submitted to HMRC. The Group works with HMRC in real time where possible so major transactions and events in our business are explained to HMRC before they are included in a tax return.

If an error is identified in a past tax return the Group will make full disclosure to HMRC as soon as reasonably practical, and seek to put in place mitigating processes to ensure they are not repeated. If HMRC open an enquiry into a past tax return the Group aims to provide a full and timely reply to HMRC.

The Group expects tax risks to arise due to the size and scale of our business and complexity or ambiguity in interpretation of tax law. The Group aims to resolve these uncertainties through seeking advice as appropriate and open discussion with HMRC wherever possible.

Scope

Boparan Holdings Limited is the parent of a group of companies. A list of subsidiary companies is included in the Company’s Annual Report and Financial Statements

This Tax Strategy applies to every company within the Group in accordance with paragraph 16 of Schedule 19 of the Finance Act 2016. The Strategy has been published and is freely available from www.2sfg.com in accordance with paragraph 16(4). The Company regards publication of the Strategy as fulfilling its obligation under paragraph 16(2) for the period ended 31st July 2018.

This Strategy applies from the date of publication until it is superseded. The company will publish an updated Strategy annually on www.2sfg.com