brill-2021-12-31-en

CONTENTS

Management Board's Report for the Year 2021

Introduction by the CEO

Company Profile

Key Figures

Data per Share

Shareholder Information

Mission, Vision, Core Values, and Corporate Strategy

Value Creation Process at Brill

Publishing Program

Financial Report

Human Resources

Risk Management

Corporate Sustainability

Responsibility Statement

Corporate Governance

Supervisory Board’s Report for the Year 2021

Remuneration Policy and Report for the Year 2021

Financial Statements for the Year 2021

Consolidated Financial Statements

103

Company Financial Statements

117

Other Information

118

Independent Auditor’s Report

134

Report of Stichting Administratiekantoor Koninklijke Brill (Brill's trust office)

136

Report of Stichting Luchtmans

137

About this Annual Report

BRILL ANNUAL REPORT 2021

Management Board's Report for the Year 2021

Introduction by the CEO

During the second year of the COVID-19 pandemic, Brill continued not only to successfully manage

its business as usual, but also to make significant progress on two key strategic objectives: increase

of scale and become a digitally driven publishing house. The acquisition of the publishing houses

Vandenhoeck & Ruprecht and Böhlau (together referred to as V&R) in Germany and Austria was yet

another important development in Brill’s 339 years as a leading independent academic publisher.

Total revenue grew by 23.8%, primarily due to the above-mentioned acquisition, and by 2.1%

organically. For the first time, Brill’s EBITDA surpassed euro 7 million. Gross margin, operating

profit and net profit all improved as well, despite the costs incurred associated with the integration

of V&R.

Based on the 2021 financial results, but also taking into account our ongoing interest in expanding

Brill's footprint both organically and through acquisitions, an all-cash ordinary dividend of euro

0.90 per (certificate of) ordinary share will be proposed at the Annual General Meeting (AGM) of

Shareholders.

Strategic Progress in 2021

Strategically, 2021 was an important year. During the first year of the pandemic, Brill already

perceived an increasing number of opportunities to acquire independent publishing houses for

which COVID-19 might pose one challenge too many. On 28 February 2021 we came to an

agreement with the Ruprecht family to acquire the assets of their publishing houses Vandenhoeck &

Ruprecht and Böhlau (V&R), founded in 1735 in Göttingen (Germany). In terms of additional

revenue V&R represents the largest acquisition in Brill’s history. The acquisition of V&R

strengthens our international market position as well as our standing in the important Humanities

market in Germany. V&R’s business profile is nearly identical to Brill’s, thereby offering ample

opportunities to realize operational savings and revenue growth by bundling our offerings to the

market. We are proud to be able to state that in 2021, V&R performed well above expectations in

terms of profitability.

Important progress was also made in Brill’s second key strategic objective: becoming a digitally

driven publishing house. In April 2021 we strengthened our management by appointing a VP

Technology, bringing key operational and strategic IT and digitalization knowledge in-house. Under

his leadership the Brill’s digital infrastructure will be further developed and improved.

In 2021, Brill launched the first part of the Brill Book Archive. This project aims to digitize nearly

the complete archive of books published during Brill’s rich history. The product was launched at the

end of 2021 and made a significant contribution to the important Q4 sales period. Despite the

continued cancellation of in-person academic conferences, we continued to acquire high-quality

content. Twenty journals, more than 30 book series and several online reference works and

primary sources were added to our programs. One of the highlights is the journal Folio

Primatologica, which was founded in 1963 and will publish its first issue at Brill in 2022.

BRILL ANNUAL REPORT 2021

Operational Progress in 2021

In order to focus on improving the company’s IT infrastructure, the Operations department was

reorganized and a new Technology department created. Several new IT staff members with profiles

crucial for our future digital development were recruited. Numerous projects were launched and

implemented, including an upgrade of the ERP system and the introduction of a new digital

workplace environment.

Our UK-based global distributor continued to suffer performance issues. For Brill, the repercussions

were particularly impactful on 2021 journal revenue. Disappointing journal renewal results were

revealed only toward the end of summer leaving limited opportunities to recoup non-renewed

subscriptions. As a result, our journal revenue shows a small decline compared to 2020. Measures

have been implemented to improve the renewal process and resume our positive journal growth

trend of the past few years.

Distribution channels, especially in the US, were also hampered by a shortage in personnel due to

COVID-19 and the associated changes in the labour market, leading to delays in book deliveries and

sales at the end of 2021.

The integration with V&R was a key operational process in 2021. Immediately following the

acquisition, integration teams were created and a global matrix organization was introduced and

implemented. The integration process, which will continue for another year, achieved the planned

timeline, within budget.

People and Society

On 6 April 2021 our CFO Olivier de Vlam passed away after a period of illness. Today, we continue

to miss his spirit and knowledge and remain grateful for his contributions during his too short

tenure as our CFO. Wim Dikstaal replaced Olivier de Vlam as CFO, and the Supervisory Board has

the intention to appoint him during the AGM on 25 May 2022 as statutory director.

In 2021, Brill updated its Corporate Social Responsibility (CSR) policies and Environmental, Social

and Governance (ESG) ambitions (refer to Corporate Sustainability section). Brill’s Corporate

Sustainability program is driven by our membership of the UN Global Compact and our

commitment to contribute to the 17 Sustainable Development Goals. These goals play a central role

in our publishing program, as they represent core themes in the research we publish, but they also

shape the way we do business. Key elements include reducing Brill's CO2 footprint, inclusivity and

gender equality.

Our Open Access and Open Science business once again grew significantly and several Open Access

transformative agreements were reached with large university consortia and individual

universities.

The year 2021 was again a departure from traditional routines due to the ongoing impact of

COVID-19. Brill and V&R staff continued to conduct their work primarily from home, while also

balancing family concerns. I would like to thank the entire staff and all other members of the Brill

family - authors, editors, freelancers and suppliers - for their continuous support and commitment.

BRILL ANNUAL REPORT 2021

Future developments

The outbreak of the war in Ukraine has shocked the Brill community. The arguments being used to

justify this war demonstrate once again the importance of understanding academic research in the

humanities, social sciences and international law, and making such research accessible. Brill will

continue to do our utmost to support these objectives, which are also laid down in our mission

statement. While our business interests in the countries affected by the war are negligible, we

continue to support free academic speech for all our authors and editorial board members. In 2022

we will continue working to realize our vision for 2025 (refer to Mission, Vision, Core Values and

Corporate Strategy section): achieving by 2025 revenues of euro 60 million with an EBITDA margin

of at least 17% and positioned as a digitally driven publishing house. Together with the ongoing

V&R integration, this will require investments in people and tools that will make Brill even more

future proof. We do not provide a detailed financial outlook for 2022 at this point.

As I will be leaving Brill following the AGM on 25 May 2022, I wish to use this opportunity to

express that it has been a privilege to work with so many extraordinary colleagues and together

build at the ‘never finished’ but always ‘relevant and innovative’ Brill.

I wish my future successor all the best and advise him/her to continue to follow the guidance

provided by Brill’s guardian angels: Pallas Athene and Hermes.

Leiden, 11 April, 2022

Peter Coebergh

Chief Executive Officer

BRILL ANNUAL REPORT 2021

COMPANY PROFILE

Overview

Brill, founded in 1683 and publicly listed since 1896, is a leading international scholarly publisher

with a rich portfolio. We mainly publish in the fields of the humanities (history, the arts, languages

and literature, philosophy), social sciences, and international law. Currently, Brill uses the following

Vandenhoeck & Ruprecht and V&R unipress.

Books are the leading publication format in the portfolio with journals as a strong second pillar.

Brill also supplies primary source material, such as scans of historic archives and collections of

documents, which are primarily sold online. Digital is the prevailing format across books, journals,

and primary sources. Brill has also ventured into the digital humanities arena where innovative

uses of technology in both research and publication methods enable new and dynamic publication

offerings.

Due to the long-term value of scholarly information in the humanities, the lifespan of and demand

for our products is generally long. All book titles published after the year 2000 are available in

e-book format and several of our much older and long-running book series have been digitized and

offered to the market as collections. This initiative, together with the emergence of print on demand

(POD) technology, has extended our product lifecycles even further. In this way, too, we assure our

authors that books from Brill will remain permanently available.

Publishing Rights and Distribution

Brill uses standardized author contracts to establish a reasonable and legally sound basis for

controlled distribution of the research by authors themselves or by their institutions. This legal

basis is achieved by a transfer of copyright or by a licensing agreement that includes Open Access

options.

International Authors and Clients

Brill has been an international player from the start. More than 95% of Brill's revenue is generated

outside of the Netherlands, which is comparable to the proportion of Brill's authors who reside

abroad. Most clients are in Europe and North America, with Asia becoming increasingly important

every year. Brill maintains relationships with all leading global academic research centres while

cherishing its traditionally strong link with the University of Leiden, due in part to Brill's leading

position in several areas in which the University specializes, such as Islamic studies, languages,

archaeology, and Sinology.

Marketing and Sales

Brill's marketing and sales strategy is focused on achieving the widest possible distribution of its

products within the academic market and beyond. Cooperation with companies such as Google,

Scopus, and other platforms increases the online discoverability of Brill's publications. Digital

marketing through email campaigns and on social media makes it possible to target our key

audiences.

Brill distributes the e-version of its products directly on Brill.com and through third-party

platforms. Brill's direct sales force visits university libraries, (print) book wholesalers, and library

suppliers. Sales agents represent Brill where we do not have our own salespeople on the ground.

Purchases by libraries are also often made through third parties: journal agents act as

intermediaries for subscriptions and traditional library suppliers provide book distribution.

BRILL ANNUAL REPORT 2021

Organization

Brill is a centrally managed company with several corporate and delegated functions and with its

headquarters in Leiden, the Netherlands. Furthermore, Brill has offices in Boston (US), Paderborn,

Göttingen and Cologne (Germany), Vienna (Austria), Singapore, and Beijing (China).

BRILL ANNUAL REPORT 2021

KEY FIGURES

All amounts in EUR 1,000

2021

2020

2019

2018

2017

Results

Revenue

46,865

37,859

37,128

35,951

36,394

Gross profit

33,838

26,372

25,922

24,383

23,843

EBITDA [1]

7,203

6,600

5,183

3,623

4,156

Operating profit

4,453

4,502

3,291

2,360

3,315

Profit for the year

3,036

2,896

2,162

2,304

2,260

Free cash flow [2]

3,402

4,515

2,164

817

-43

Average invested capital [3]

25,093

24,539

24,390

23,394

22,352

Growth compared to previous year

Revenue

23.8%

2.0%

3.3%

-1.2%

13.1%

Gross profit

28.3%

1.7%

6.3%

2.3%

13.4%

EBITDA [1]

9.1%

27.3%

43.0%

-12.8%

-7.6%

Operating profit

-1.1%

36.8%

39.5%

-28.8%

-10. 7%

Profit from continued operations

4.9%

34.0%

-6.2%

1.9%

-19.2%

Profitability

Gross profit as % of revenue

72.2%

69.7%

69.8%

67.8%

65.5%

EBITDA [1] as % of revenue

15.4%

17.4%

14.0%

10.1%

11.4%

Operating profit as % of revenue

9.5%

11.9%

8.9%

6.6%

9.1%

Revenue/average invested capital

1.9

1.5

1.7

NOPLAT [4] as % of revenue

7.1%

8.9%

6.6%

5.0%

6.7%

ROIC [5]

13.3%

13.8%

10.1%

7.6%

11.1%

Balance sheet ratios

Shareholders’ equity/total assets

41.4%

44.6%

40.9%

42.5%

56.0%

Current assets/current liabilities [6]

0.88

0.92

0.75

0.95

Personnel

Average number of employees (FTE)

227

161

165

167

161

[1]EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization, the operating income before the

amortization of intangible fixed assets and the depreciation of tangible fixed assets, and excluding exceptional costs. See

note 17.

[2]Free cash flow = net cash flow adjusted for cash flow from financing activities. See note 12.

[3](Average) invested capital = (average of) fixed assets minus deferred tax liabilities related to acquired intangibles +

working capital less cash and net tax receivables and financial instruments. See note 16.

[4]Net operating profit less adjusted tax. See note 16.

[5]Return on Invested Capital = NOPLAT divided by invested capital. See note 16.

[6]2017 impacted by reclassification of content to fixed assets.

BRILL ANNUAL REPORT 2021

DATA PER SHARE

In euros, based on weighted average number of outstanding shares

2021

2020

2019

2018

2017

Weighted average number of outstanding shares

1,874,444

Shareholders’ equity per share

13.22

12.76

11.32

11.09

14.62

Increase/(decrease) in %

3.6%

12.7%

2.0%

-24.2%

-0.5%

EBITDA per share

3.84

3.52

2.76

1.93

2.22

Increase/(decrease) in %

9.1%

27.5%

43.0%

-12.9%

-7.6%

Earnings per share

1.62

1.54

1.15

1.23

1.21

Increase/(decrease) in %

5.2%

33.9%

-6.2%

1.6%

-19.1%

Free cash flow per share

1.81

2.41

1.16

0.44

-0.02

Increase/(decrease) in %

-24.9%

107.8%

163.6%

2,001.0%

-101.9%

Dividend per share (for 2021 proposed)

0.90

1.25

0.00

0.85

1.32

Increase/(decrease) in %

-28.0%

n.a.

-100.0%

-35.6%

0.00%

Payout ratio

55.6%

81.2%

0.0%

70.0%

109.1%

Extraordinary dividend per share

3.00

BRILL ANNUAL REPORT 2021

SHAREHOLDER INFORMATION

The Share Listing

Koninklijke Brill N.V. has been listed on Euronext Amsterdam since July 1997. The number of shares

outstanding with a nominal value of EUR 0.60 was 1,874,444 on 31 December 2021 (on 31

December, 2020, it was 1,874,444). Of the total number of shares outstanding as of 31 December

2021, 1,834,463 registered depository receipts were issued and 39,981 registered shares were

recorded in the share register. The registered depository receipts were issued in denominations of

1X EUR 0.60, 10X EUR 0.60, 100X EUR 0.60 and 1,000X EUR 0.60 nominal. Only registered depository

receipts are listed on Euronext Amsterdam.

The register of shareholders of Koninklijke Brill N.V. is managed by:

IQ EQ Netherlands N.V.

Hoogoorddreef 15

1101 BA Amsterdam

T + 31 20 522 25 55

E registers@iqeq.com

www.iqeq.com

IQ EQ also acts as administrator of the Stichting Administratiekantoor Koninklijke Brill N.V.

The Brill Share

2021

2020

2019

2018

2017

Number of outstanding shares at year end

1,874,444

Highest share price during the year

26.00

23.00

24.60

41.20

37.36

Lowest share price during the year

17.60

13.20

18.20

17.20

27.29

Share price at year end

24.80

18.30

20.40

17.80

35.50

Of the receipts, 65% are held in tranches of 3% or more. In the context of the Financial Supervision

Act, the following holders of registered depository receipts, on 31 December 2021, have reported

an interest of 3% or more to the Dutch Authority Financial Markets:

Filings

Size

Declaration date

Mont Cervin Sàrl

22%

22 June 2012

Teslin Participaties Coöperatief U.A.

19%

18 September 2020

Axxion S.A.

20 July 2016

J.P. van Slooten

11 April 2017

Stichting Administratiekantoor Arkelhave Capital

16 December 2016

Stichting John en Marine Van Vlissingen Foundation

11 August 2015

Brokat Media Support BV

16 September 2020

Dividend Policy

Brill aims to achieve an attractive return to investors, while seeking opportunities for investment in

the long-term success of the business. Furthermore, we aim for a solvency level of between 40%

and 60% and to observe the covenants agreed upon with our main bank.

BRILL ANNUAL REPORT 2021

Financial Agenda 2022

Announcements of Results 2021

7 April 2022 after stock market close

Publication Annual Report 2021 on Corporate Website (Brill.com)

13 April 2022

Trading Update First Quarter 2022

14 April 2022 after stock market close

Annual General Meeting of Shareholders

25 May 2022 (at Brill premises)

Publication of Results First Half Year 2022

30 August 2022 after stock market close

Trading Update Third Quarter 2022

27 October 2022 after stock market close

Investor Relations

Brill will be happy to provide (potential) shareholders and other stakeholders with relevant

information to the best of its ability. Copies of (semi-) annual reports can be found at brill.com,

under: https://brill.com/page/InvestorRelations/investor-relations.

In addition, information may be requested via the following address:

KONINKLIJKE BRILL N.V.

Investor Relations

P.O. Box 9000

2300 PA Leiden

The Netherlands

T + 31 71 53 53 500

E Esther.Smit@brill.com

Brill.com

BRILL ANNUAL REPORT 2021

MISSION, Vision, CORE VALUES, AND CORPORATE STRATEGY

Mission

“We operate from a strong belief that the Humanities, Social Sciences, International Law and Biology

are areas of scholarship vital for addressing today’s global challenges. This belief motivates us to offer

authors and editors the best possible service and infrastructure to disseminate research. The relevance

and high quality of the works we publish are key to the sustainability of our business.”

Vision

By 2025, Brill aims to be a digitally-driven academic publishing house that offers researchers a top

service and user experience. The ambition is to generate an annual revenue of more than EUR 60

million and an EBITDA margin of at least 17% in a socially responsible an economically sustainable

way.

Core Values

In addition to our mission, Brill employees share a set of core values: quality service to the scholarly

community, integrity, and respect for people. We also firmly believe in the fundamental importance

of trust, diversity and inclusion, teamwork, professionalism, and taking pride in what we do. We

commit to the sustainable development of our company.

Value Creation

We are proud of Brill’s legacy and are committed to an equally illustrious future. This requires

balancing short- and long-term interests and integrating business, environmental, and social

considerations into our decision-making. At Brill, we believe that creating sustainable value for all

stakeholders is essential to ensuring the long-term viability of the company. The company’s ability

to create value hinges on achieving a balance between serving the scholarly community and

business considerations. To achieve this balance, we define value in terms of value created for our

stakeholders. This value creation and Brill’s standing with each of these stakeholder groups is the

condition for our company to remain relevant within a changing media landscape.

Strategy

Based on our mission and core values, Brill’s corporate strategy centres on four long-term goals of

which the first two are key focus points in our three year rolling strategic plan:

•Expand scale

We build on our leading position as the publisher of choice for many academic researchers in

the humanities, social sciences, international law and selected fields of science. Additionally, we

aim to enter adjacent segments where Brill’s key assets (reputation, service, distribution,

infrastructure) can be leveraged. Expanding our position can be achieved organically or through

acquisition, such as our recent acquisition of Vandenhoeck & Ruprecht in Germany. Brill

actively explores acquisition opportunities based on clearly established priorities for areas

where social, natural, and life sciences converge on subjects in which we are traditionally

strong, such as language, philosophy and ethics, religion, history and biology. Furthermore, we

are expanding our publishing formats for our library customers and are more actively managing

and developing our traditional subscription-based business models towards new Open Access

and evidence-based models. For our authors, we are developing additional services to help

guide the publishing process.

BRILL ANNUAL REPORT 2021

•Become a digitally driven publishing house

We continue to invest in Brill’s digital business capabilities to facilitate value creation. Strategy-

driven roadmaps for investment are in place for key business applications, for our content

management process, and for our online publishing platforms. We aim to produce our content

in such a way that it can be published and used in any format, unit, and on any device. Product

and data distribution will be further improved to shorten our time to market. Findability and

(mobile) usability are key and have been improved by our new Brill.com platform and through

our collaboration with third-party platforms. We support our operations with standard

software applications that are widely used in the industry and which are provided by reputable

partners, such as Klopotek, RSuite, and PubFactory. IT operations are structured to minimize

risk and optimize efficiency through a combination of on-premise and cloud systems. With the

appointment of a VP Technology in 2021 we introduced key digital and IT knowledge in our

senior management. Creating a more balanced and efficient digital infrastructure will help us

achieve the long-term goals set in our mission and corporate strategy. The implementation of a

completely digital and cybersecure workplace to support this change began in 2021.

•Publishing excellence

A reputation for publishing excellence is key to the sustainability of our business. Brill’s

publishing strategy is to continually seek differentiation and competitive advantage by building

on key strengths:

–Highly relevant content: We aim to publish relevant research in the humanities, social

sciences, and international law. The focus is on high-quality studies at a faculty level from

upcoming as well as established authors. We communicate the relevance of our books and

journals by highlighting not only the quality but also the societal impact of the research we

publish.

–Strict quality control: To remain relevant we must maintain and improve the quality of our

peer review. This includes guidelines for the selection of editorial board members, training

and recognition of peer reviewers, and investment in peer review systems (e.g. submission

systems and anti-plagiarism software).

–Community building: We work closely and collaboratively with the entire research

community: authors, readers, editors, peer reviewers, librarians, institutional partners,

funding bodies, societies, and new players such as research collaboration platforms.

–Best-in-class author service: Brill's editorial department offers the best possible service to

book authors, series editors, and journal editors. Having a stable editorial team with a

combination of experienced and new in-house editors is key to offering such service. Editors

must be well-trained and supported by efficient workflows to focus on relationship

management and publishing services.

–Improved access: The research we publish has an impact only if it is accessible. Apart from

selling our content to specialized libraries around the globe, we believe that financially

sustainable Open Access models are the best way to improve access to our authors’

research.

BRILL ANNUAL REPORT 2021

•Develop market presence

We invest in our marketing and sales execution capabilities and operate from numerous offices

around the world to be close to our clients, to adapt our global marketing to local needs, and to

achieve improved market coverage. Doing so entails enhancing our communications to raise

awareness of the depth and breadth of our portfolio. Communication and sales efforts will be

further concentrated around publications that define Brill’s reputation in core areas of

excellence. Digital marketing and social media are increasingly employed to improve the

efficiency and effectiveness of our marketing operation. Our mission statement, author services,

and the Brill platforms will be actively promoted as well.

BRILL ANNUAL REPORT 2021

VALUE CREATION PROCESS AT BRILL

Stakeholder

Indicators of value created

Progress in 2021

Authors

–Number and reputation of

authors publishing with Brill

–Publishing experience at Brill

–Quality of publications

–Extent of distribution offered

–Publication format range offered

–Brill excluding V&R: 1,471 book

titles published versus 1,435 in

2020. V&R published 596 book

titles

–Brill excluding V&R: 926 journal

issues published versus 905 in

2020. V&R published 145 journal

issues

–Brill Book Archive launched, two

full sets and several sub-sets sold

Librarians and

funders

–Flexible, attractive purchasing

options

–Online platforms combining easy

search, ease of access, usability,

usage monitoring

–Efficient ordering processes

–Flexible publishing options: Open

Access, user pays, subsidizing

specific publications

–New national transformative

agreements, one in Australia and

one in New Zealand

–Further increase of EBA

(Evidence Based Acquisition)

deals in 2021

Readers

–Quality of publications, print and

online

–Ease of search, ease of access,

usability

–Platform usage

–Quick availability of print

publications

–In 2021, Brill started with a new

measuring method for E-book

usage, which makes the

comparison difficult, but overall

there is a significant increase. E-

book usage in 2020 was 993.381

full text downloads (old

measuring method), E-book

usage in 2021 was 2.753.370 full

text downloads (new measuring

method). At V&R E-Book usage

increased by 21%

Investors

–Growth

–Margin

–ROIC

–Revenue growth 23.8%

–EBITDA margin 15.4%

–ROIC 13.2%

BRILL ANNUAL REPORT 2021

Staff

–Inclusivity

–Turnover

–Female vs male 65%/35%

–Offboarded 21 FTE, onboarded

110 FTE (including 72 from V&R

acquisition)

Global community

–Active support for the global

cause of humanities

–Corporate initiatives tied to core

capabilities

–Overall corporate citizenship

–Humanities Matter campaign via

blogs and podcasts

–Continued sponsorships for local

museums and initiatives

–Embedded UN Global Compact

strategy, see paragraph on CSR

BRILL ANNUAL REPORT 2021

PUBLISHING PROGRAM

In 2021 Brill realized one of its long-term strategic goals of developing a second home market by

significantly growing our market presence in Germany. The acquisition of Vandenhoeck & Ruprecht

Verlage is an important historical step for our global publishing team which strengthens our

program both in the humanities and social sciences. With their distinct profiles, the imprints

Vandenhoeck & Ruprecht, Böhlau and V&R Unipress fit seamlessly in Brill’s family of imprints as we

share common core values and strategic focus on publishing excellence. Next to nationally and

internationally renowned book series and journals in History, Theology, Religion, Classics,

Literature Studies, Cultural Studies and Art History, Vandenhoeck & Ruprecht has a strong list in

Psychology, Psychotherapy, Pedagogy and Social Work. Titles in this portfolio are developed for the

academic as well as practitioner market. The acquisition represents an expansion into a highly

attractive adjacent field and we expect further growth opportunities in this area for Brill globally.

In the summer of 2021 the journal Folia Primatologica, founded in 1963, was acquired from Swiss-

based publisher Karger. The first issue of the journal is set to publish at Brill in April 2022. Folia

Primatologica fits well into our program in Behavioural Biology and Primatology and will

strengthen the entire list, making our Biology journal collection stronger and more competitive.

Biology is the only natural science in Brill’s portfolio. We will continue to grow this program as it

has strong ties to selected fields in the humanities and social sciences, and conforms with our

mission statement to publish in areas of scholarship vital for addressing today’s global challenges.

Our focus will remain on Behavioural Biology, Entomology, Zoology, Ecology, Botany,

Environmental Studies and Nematology – research fields which all seek to understand life on earth

and how the diversity of life relates to us as human beings.

After nearly all academic in-person conferences were cancelled in the first year of the pandemic, a

modest number of smaller and medium-sized in-person or hybrid events returned in 2021. The

highlight was the annual meeting of the American Academy of Religion and the Society of Biblical

Literature in San Antonio, Texas, which is traditionally Brill’s largest event. It was a huge pleasure

and an energizing experience to welcome back our highly valued authors and editors at our

conference booth.

Journals

The publishing team continued to acquire most new projects virtually, in the absence of

opportunities to meet in person. The following journals were added to the program in 2021: Journal

of Black Religious Thought, Journal of Religious Minorities under Muslim Rule, Religion and

Development (OA), The Vatican Library Review, Counseling and Values, Contemporary Arab Affairs,

Journal of Arabic Studies (OA), Folia Primatologica, International Journal of Social Imaginaries,

Innovation in the Social Sciences (OA), Journal of Pacifism and Nonviolence, Research in STEM

Education, Scottish Educational Review (OA), The Italian Review of International and Comparative

Law, Journal of Central Asian History, Caucasus Survey, TRANSPOSITIONES. Journal for

Interdisciplinary and Intermedial Cultural Studies (OA), and ARTES Zeitschrift für Literatur und

Künste der frühmodernen Welt.

Books

Brill’s major publication of the year was the first part of the Brill Book Archive (BBA) which was

launched in mid-October during the Frankfurt Book Fair. The product contains 3,900 eBooks

published between the years 2000 and 2006 and 4,800 titles published in 43 flagship book series.

The interest of libraries in the product exceeded our expectations. Already in the first two months

after publication several sales were realized and promising leads for the next year generated. In

2022 we will prepare the launch of the second part of the BBA which will contain several thousand

books published before the year 2000.

BRILL ANNUAL REPORT 2021

In order to further grow our book list and e-book collections, we added more than 30 new book

series to the program such as Eastern and Central European Voices in Theology and Religion, Death

in History, Culture, and Society, Studies in Peace History, Queer Studies in Education, Arctic

Humanities, Contact Languages, Endangered and Lesser Studied Languages (OA), Agriculture and the

Making of Science 1100 – 1700 (OA), Perspectives of Medical History, Legal Unity and Pluralism,

Medienakteure der Moderne, Comparative Law in Global Perspective, Studienkommentare zu

lateinischen und griechischen Texten, Culture – Environment – Society: Humanities and Beyond,

Plutarchs Moralia, Eric Voegelin Studies: Yearbook, Aesthetic Practice, and Bochumer Schriften zur

Unternehmensgeschichte. When setting up and acquiring a new book series, we focus on filling gaps

in upcoming and growing research fields which promise a steady flow of high-quality manuscripts.

Reference Works and Primary Sources

Major reference works are a stable source of income for Brill while in 2021 primary source

collections outperformed our expectations. New titles include Brill’s Online Encyclopedia of the Dead

Sea Scrolls, completing one of our most successful product lines, the Encyclopedia of Public

International Law in Asia, and Schlegel Online, an edition of the works of the German poet and

philologist Friedrich Schlegel. Several handbooks and handbook series were acquired in

International Law, Language and Linguistics, History, Literature and Cultural Studies as well as

Asian Studies. New primary source collections will be added in Latin American Studies and Asian

Studies.

Open Access

The focus for Open Access was on generating recurrent revenue from multi-year agreements in

order to add a reliable stream of revenue to individual Open Access book and article revenues. We

reached a third national Open Access journal deal in Sweden, and closed two journal deals with

individual universities in Austria. This has resulted in steady growth of Open Access articles and

ensures that we remain competitive for authors in our key research fields. In addition, we reached

several multi-year publishing partnerships for Open Access book series and journals. Our new

partners include the Max Planck Institute, the National Institute for Japanese Language and

Linguistics, the University of Bayreuth, the Abu Dhabi Arabic Language Center, among others; as

well as a prestigious research project funded by the European Research Council.

Publication Ethics

After being confronted with a flurry of publication ethics violations in 2018 and 2019, Brill

responded decisively by implementing solutions and strategies to ensure the integrity of our

practices and publications. Measures undertaken included the review of our policies, contracts,

procedures and the introduction of a Publication Ethics Committee. In 2021 we further

strengthened our publication ethics by implementing an efficient and consistent framework for

retractions, expanding the use of anti-plagiarism software, formulating an HSS-appropriate data

sharing policy, and preparing the launch of a book series on research integrity. In the coming years

Brill aspires to become a leader in publication ethics for the humanities and social sciences by

serving as an interpretive liaison between STM and larger publishers and our mid-size

counterparts.

BRILL ANNUAL REPORT 2021

FINANCIAL REPORT

Key Figures

in thousands of euros

2021

2020

Change

Revenue

46,865

37,859

23.8%

EBITDA

7,203

6,600

9.1%

Operating profit

4,453

4,502

-1.1%

Free cashflow

3,402

4,515

-24.7%

Profit, attributable to shareholders of Koninklijke Brill N.V.

3,036

2,896

4.9%

Profit per share in euro

1.62

1.54

4.9%

Underlying profit

3,764

3,525

6.8%

Underlying profit per share in euro

2.01

1.88

6.8%

Dividend (proposed 2021) in euro

0.90

1.25

Key Financial Performance Indicators

Organic revenue growth

2.1%

2.2%

ROIC

13.3%

13.8%

EBITDA margin

15.4%

17.4%

Revenue

Brill’s revenue increased by 23.8% in 2021, mainly driven by the acquisition of

Vandenhoeck&Ruprecht (V&R). Excluding V&R, revenue grew organically by 2.1%. See the table

below for growth by product type excluding V&R.

(In thousands of euro)

2021

2020

Organic

growth

Growth

Print books

16,865

13,511

-15.6%

24.8%

eBooks

16,278

12,196

22.2%

33.5%

Journals

12,322

11,075

-1.3%

11.3%

Primary sources

1,400

1,078

31.8%

29.9%

Total

46,865

37,859

2.1%

23.8%

The decline in print book sales continued, accelerated by the COVID-19 pandemic. The sale of

eBooks more than compensated for this trend, driven by new business models such as Evidence

Based Acquisitions and the Brill Book Archive. Total book revenue increased organically by 2.4%.

Our UK-based global distributor continued to experience performance issues, which particularly

affected 2021 journal revenue. A disappointing journal renewal result was noted only at the end of

the summer, providing little time to recoup non-renewed subscriptions. As a result, journal revenue

shows a small organic decline compared to 2020. Measures have been taken to improve renewal

processes and to resume the trend in journal growth of the past few years.

BRILL ANNUAL REPORT 2021

Revenues of primary source products are driven mainly by larger, non-subscription based deals. In

2021 an increased number of such deals were realized, resulting in substantial growth in revenue

for this product type.

(In thousands of euro)

% of total

growth

Year on year

growth

Revenue 2020

37,859

100.0%

Print books

-2,101

-5.6%

-13.5%

eBooks

2,707

7.2%

20.0%

Journals

-147

-0.4%

-2.9%

Primary sources

345

0.9%

31.8%

Organic revenue 2021

38,663

102.1%

2.1%

Acquisitions

8,516

22.5%

Currency

-314

-0.8%

Total revenue 2021

46,865

123.8%

23.8%

Our 2021 revenue was negatively impacted by the movement in the exchange rate of the US dollar,

causing a -0.8% decline.

Vandenhoeck&Ruprecht, acquired in Q1 and included in our numbers as from March, performed

above expectations. The consolidated revenue of the Group by product type, reporting V&R

separately, was as follows:

(In thousands of euro)

Brill

excluding

V&R

Total

Print books

11,292

5,573

16,865

eBooks

14,744

1,534

16,278

Journals

10,913

1,409

12,322

Primary sources

1,400

Revenue 2021

38,349

8,516

46,865

Revenue generated through digital products was EUR 25.7 million or 55% of total, versus EUR 21.2

million or 56% of total in 2020. The percentage of digital revenue declined slightly due to the

acquisition of V&R; organically the percentage of digital revenue increased to 63%.

Cost of Goods Sold and Operating Expenses, EBITDA

Gross margin improved to 72.2% from 69.7% in 2020, due to the acquisition of V&R, continuous

efforts for cost savings and the change in revenue mix from print to digital. V&R has a relatively

high gross margin due to a high number of print book grants.

Total operating expenses increased by around EUR 1 million (excluding the impact of the acquisition

of V&R) compared to 2020. Personnel costs (excluding V&R) increased by around EUR 800

thousand, caused by the hiring of additional FTEs as we invested in Technology staff, and filled

vacancies remaining open from 2020 when a hiring freeze as part of the COVID-19 measures was

introduced. Other operating expenses (excluding V&R) increased by approximately EUR 200

BRILL ANNUAL REPORT 2021

thousand, primarily because 2020 results included one off benefits from a COVID-19 relief funding

in the US (PPP subsidy) and the benefit of a claim against our distribution partner. As in 2020, costs

for travel and visiting academic conferences were lower than usual due to COVID-19 related

restrictions. It is estimated that approximately EUR 750 thousand would have been spent on travel

and conferences without such restrictions in place.

In 2021, costs of EUR 993 thousand were recorded related to the acquisition and integration of V&R,

EUR 168 thousand in revaluation result on financial assets and EUR 124 thousand from the release of

accrued costs for our profit improvement plan, which began in 2018 and was finalized in December

2020. These three exceptional cost items are reported outside our EBITDA.

There are no special events that should be taken into account for the financial statements.

Depreciation and Amortization, and Financing Income and Costs

Depreciation and amortization, other than recognized in cost of goods sold, developed in line with

expectations.

Profit and Profit per Share

In summary, operating profit and profit before tax increased due to the operating expense items

discussed above.

In 2021, the Dutch government increased the corporate income tax rate from 25% to 25.8%.

Consequently, in our statement of financial position, the deferred tax liability increased by EUR 160

thousand and the same amount was added to the tax charge in the statement of profit or loss.

Underlying net profit, excluding one-off expenses and benefits related to the acquisition of V&R,

revaluation of financial assets, the release of a restructuring provision and a one-off tax impact,

amounted to EUR 3.8 million in 2021, an increase of 7.0% compared to 2020 (EUR 3.5 million). This

translates into an underlying earnings per share of EUR 2.01 for 2021, which forms the basis for the

dividend proposal. Reported net profit for 2021 came in at EUR 3.0 million (2020: EUR 2.9 million).

In thousands of euro)

2021

2020

Growth

Profit before tax

4,317

4,427

-2.5%

Costs for the acquisition of V&R

993

262

Costs of the 2018-2020 profit improvement plan

-124

308

Revaluation of financial fixed assets and other

-168

PPP Subsidy US (COVID-19 related)

-296

Underlying profit before tax

5,018

4,701

6.8%

Tax, at the statutory rate

-1,255

-1,175

Underlying net profit

3,763

3,526

6.8%

Non-benchmark items, after tax

-525

-206

Change in deferred tax liability and other

-202

-424

Profit attributable to shareholders of Koninklijke Brill N.V.

3,036

2,896

4.9%

Underlying earnings per share in EUR

2.01

1.88

Earnings per share in EUR

1.62

1.54

Operating Working Capital and Cash Flow`

Operating working capital excluding the effect of the V&R acquisition increased by EUR 1.5 million,

mainly due to timing differences in payables related to corporate tax and VAT. Despite this, our cash

BRILL ANNUAL REPORT 2021

flow ended up EUR -0.5 million negative, mainly due to the acquisition of V&R for which EUR 0.8

million was used from our cash position (net of acquisition price EUR 3.7 million and proceeds from

new interest bearing loan of EUR 2.9 million)and 1.0 was spent on advice and integration costs.

Return on Invested Capital

Return on Invested Capital (ROIC) decreased slightly to 13.3% compared to 13.8% in 2020.

Solvency and Liquidity

Total assets (EUR 59.9 million) increased versus 2020 (EUR 53.6 million), mainly due to the

acquisition of V&R. Solvency (Shareholders’ equity divided by total assets) consequently declined in

2021 to 41.4% (2020: 44.6%; target range of 40–60%). Our expectation is that this ratio will

improve towards the middle of the range in the next three years.

Dividend

We adhere to our corporate solvency policy of 40–60% and to the covenants agreed upon with our

main bank. Also, Brill will continue to pursue its capital management policy whereby strategic

investments and add-on acquisitions must be funded within free cash flow. We therefore will

propose at the Annual General Meeting of Shareholders, to be held on 25 May 2022, an all-cash

ordinary dividend of EUR 0.90 per (certificate of) ordinary share. This is 55.6% of 2021 Earnings Per

Share of EUR 1.62

Future developments

We continue to focus on the execution of our long-term strategy. A significant step in that strategy

was taken by the acquisition of Vandenhoeck & Ruprecht on 1 March 2021. We remain committed

to our long-term objective to be a digitally driven publishing house, with an average organic

revenue growth of 2 to 3% and an EBITDA margin of more than 17%, with a return on invested

capital showing material headroom to our weighted average cost of capital. Together with the

ongoing V&R integration, this will require ongoing investments in people and tools that will make

Brill even further future proof. Brill does not expect any extraordinary investments in IT or changes

in personnel. In August 2021, the Group entered into a new the financing agreement that continues

to support our strategy.

BRILL ANNUAL REPORT 2021

HUMAN RESOURCES

Organization

Brill is centrally managed with several corporate and delegated functions. The three statutory

directors (CEO, CFO, CPO) form the Management Board. The primary business activities rest with

the publishing units, which focus on the key subject areas in which Brill operates. The acquisitions

editors within the publishing units are responsible for publication development and contact with

editors and authors. Our sales teams are responsible for relationship building with academic

libraries and trade partners. Marketing promotes our publications and services to authors and

customers. They are all supported by three departments: Finance, Operations (including

Technology) and HR. The Management Team consists of the VP Sales, VP Technology, the VP

Marketing and the HR Manager. During the integration process of V&R, the Management Team has

been extended to include the two German statutory directors. The Management teams meet once

per month. Our local legal entities in Boston, Singapore, Paderborn and Vienna are managed by

local statutory directors who meet regularly individually with the CEO.

The key internal factor determining the success of the company is its personnel. It is therefore

important to recruit, develop, and retain skilled and motivated professionals. Brill’s policy, which

seeks to achieve this goal by offering a pleasant and motivating working environment, professional

development and controlling the costs of personnel, is closely monitored by the Management Board

and the Supervisory Board.

Key Figures

Average FTEs during the year 2021 was 226.9 versus 160.6 in 2020. The split of FTE as per year

end was as follows:

FTEs

Year end 2021

Year end 2020

Publishing

102.3 [ 41,4%]

63.1 [39.8%]

Operations & Technology

75.7 [ 30,7%]

46.1 [29.1%]

Sales & Marketing

45.4 [ 18,4%]

34.5 [21.8%]

Finance, HR, Other

23.5 [ 9.5%]

14.7 [ 9.3%]

Total

246.9 [100%]

158.4 [100%]

The split of FTE by country was as follows:

FTEs

Year end 2021

Year end 2020

The Netherlands

126.5

107.7

Germany

86.9

22.6

United States

19.9

20.9

Austria

9.6

0.0

Singapore

1.0

1.4

China

1.0

2.0

Other

2.0

3.8

Total

246.9

158.4

International workforce

120.4

50.7

BRILL ANNUAL REPORT 2021

Workforce split by gender on headcount:

2021

2020

Male

35.3%

41.9%

Female

64.7%

58.1%

The share of part-time workers decreased to 30.1% (2020: 33.3%) of the workforce.

Workforce split by full-time/part-time

2021

2020

Part-time

30.1% [81]

33.2% [57]

Full-time

69.9% [188]

66.8 % [115]

headcount

100% [269]

100 % [172]

The age structure of the workforce was as follows:

AGE

2021

2020

20 - 29 years

14.0%

8.1%

30 - 39 years

25.0%

25.6%

40 - 49 years

24.0%

27.9%

50 - 59 years

23.0%

21.5%

Older than 60 years

14.0%

16.9%

The average age was 44.4 years old at the end of 2021 (2020: 46.6).

The inflow and outflow of FTE’s were as follows:

FTEs outflow

2021

2020

Retirement + passing away

3.4

4.0

Brill initiative

Temporary contracts

3.0

4.3

Other

3.0

2.0

Own initiative

Employment 0–2 years

5.7

1.0

Employment 2–5 years

4.0

0.7

Employment 5–10 years

1.0

0.0

Employment 10–15 years

1.0

Employment 15–20 years

0.0

1.0

Employment >20 years

0.0

Total FTE outflow

21.1

14.0

Total outflow in %

9.3%

8.7%

FTEs inflow

2021

2020

Acquisitions/divestment

72.0

0.0

Temporary contracts

3.5

0.0

Permanent contracts

68.5

0.0

Other

37.7

5.7

Temporary contracts

30.7

4.7

Permanent contracts

7.0

1.0

Total FTE inflow

109.7

5.7

Total inflow in %

40.8%

3.4%

BRILL ANNUAL REPORT 2021

In 2021, Brill N.V.’s pension plan changed from a Collective Defined Contribution (CDC) plan

including a conditional indexation scheme to a Defined Contribution (DC) scheme, in compliance

the revised Dutch Pension System. In close cooperation and on the initiative of the Works Council's

Pension Committee, preparations to redefine Brill's pension plan and change to an individually

defined contribution (DC) were conducted and implemented. The scheme continues to be operated

by Pensioenfonds PGB. No additional pension arrangements have been established for senior

management.

BRILL ANNUAL REPORT 2021

RISK MANAGEMENT

Risk Management Policy

The risks and mitigations described below refer to the regular strategic risks present in Brill’s

business.

For details on financial risk management, please refer to note 16 of the Consolidated Financial

Statements.

Brill’s risk management policy is updated in the context of the corporate strategy. The company

adopted an approach consistent with its scale, ambitions, and organizational structure.

Risks classified as having strategic impact are discussed with the Supervisory Board annually to

enable the Board to accurately evaluate Brill’s results and prospects. Furthermore, the Board

evaluates the entire risk-management framework on an ongoing basis. Brill’s policy aims for

mitigating measures commensurate to the level of impact and the risk appetite that Brill defines

regarding each risk category.

Risk Classification

To assign risk management accountability within the organization, Brill classifies risks as follows:

A.Level of impact of the risk on the business of Brill

–Operational

–Tactical

–Strategic

B.Nature of the risk

–Market: the risk relates to a change in market circumstances that impacts market

participants’ propensity to purchase Brill’s product, to use Brill as their publisher, or to

supply goods and services required by Brill at economically viable rates.

–Operations: the risk relates to an event or trend that impacts Brill’s operational capacity to

execute its strategy successfully and manage its business as a going concern. This category

explicitly includes IT, outsourcing, fraud, corruption, and cybersecurity risks.

–Financing: the risk relates to an event or trend that impairs Brill’s ability to attract sufficient

funds to finance working capital or long-term investments and therefore its ability to

operate as an ongoing concern and execute its business strategy.

–Regulatory: the risk relates to changes in legislation or governance with effects on Brill’s

current business arrangements, on Brill’s stakeholders, and on their capacity or propensity

to transact business with Brill (in short, impact on Brill’s ‘license to operate’).

–Financial Reporting: the risk impacts Brill’s transparency in its results and financial position

both internally for management purposes as well as to its stakeholders.

–Compliance: the risk impacts Brill’s compliance with applicable law and regulations or it

impacts Brill’s business or financial reporting through transgressions of applicable law or

regulations.

BRILL ANNUAL REPORT 2021

Consequently, Brill’s risk-management analysis and tooling framework can be summarized as

follows:

Risk Management Toolbox

Management of risk at Brill is generally executed through three categories of risk-management

tools:

Organization, Culture and Governance – The organizational structure and culture of Brill must

support the identification and avoidance of risk by making well-informed decisions in a timely

manner. This requires delegation of authority. Governance must ensure an adequate framework of

accountability.

Internal Control Framework – The framework of internal controls must provide reasonable

assurance that:

–Business processes are carried out effectively and efficiently;

–Financial statements adequately reflect the business’ financial position and development.

Business Policies – The framework of business policies must ensure that Brill can:

–Seize business opportunities;

–Avoid undue risk of losses to company assets;

–Execute its strategy.

BRILL ANNUAL REPORT 2021

Risk management is in the hands of the Management Board. Day-to-day supervision lies with the

CFO, and execution is delegated as follows: design, implementation and execution of financial

control measures are carried out by the Group controller, whereas the design, implementation, and

execution of IT-related controls are overseen by the VP Operations. The implementation of specific

measures and improvements is driven by a combination of the Management Board’s assessment of

current risk profiles and the annual management letter supplied by the external independent

auditor. Brill’s Supervisory Board reviews all reporting by the external independent auditor. Due to

the small scale of operations and the centralized accounting function, Brill does not have an internal

auditor. The decision to abstain from appointing an internal auditor is reviewed annually by the

Supervisory Board.

Discussion of Specific Risks with Impact at the Strategic Level

The risks set out in this overview have been classified as strategic. They are linked to the objectives

pursued in Brill’s strategy, the company’s applicable risk appetite, and the mitigation strategies in

place.

The following depicts a visual classification of specific gross or inherent risks at the strategic-

impact level to illustrate an assessment of our risk profile and the level of risk that the company is

willing to take:

BRILL ANNUAL REPORT 2021

The risk appetite ratings below should be interpreted as ranking measures rather than as an

absolute, proportional measure of the net risk after mitigating actions. Risk appetite per category is

based on an annual management assessment and discussed with the Supervisory Board.

Nature of

the risk

Description of the risk

Objective

threatened

Risk

appetite

(1=low &

5=high)

(Type of) mitigation

Market

1. Reputation: Various

events may impact the

company’s reputation in the

eyes of its stakeholders

which is the cornerstone of

Brill’s ability to run and

develop its business.

Strategic

objective to

expand in

current and

adjacent

subject fields

Organizational:

Organizational structure

that enables the company to

react and adapt flexibly to

changing market

circumstances.

Business policies:

Editorial policies including

diligent peer review and

checks on violation of

publication ethics;

communication policy;

investor relations policy;

code of conduct

2. Plan S: Changing Open

Access policies of major

funding bodies like the ERC,

UKRI, DFG, NWO.

Maintaining a

sustainable

journal

program

Dedicated Program Manager

Open Access. Active

participation in Open Access

discussions with relevant

actors within the global

science community.

3. Funding environment: Our

customers and authors

depend on governments’

and societies’ willingness to

fund research in the

humanities and social

sciences incl. purchases at

Brill and collaboration with

Brill.

Expand in

current and

adjacent

subject fields

Business policies:

Increased focus on

repeatable business,

expansion into adjacent

market segments, tap

alternative funding sources,

and support authors to

procure funding for Open

Access publication.

4. Brexit: The impact of

Brexit per January 1 2021 is

still developing and may

lead to distribution

problems for our distributor

based in the UK.

Profit

improvement

POD printing is now possible

at our distributor in the UK.

Procedures have been

adapted.

BRILL ANNUAL REPORT 2021

Operations

5. Outsourcing: Failed

outsourcing may impact

business continuity or

quality and the pricing of

services used leading to

reduced competitiveness.

Enhance

operating

capacity

Organizational:

Quality of Brill staff.

Control measures:

SLAs, vendor selection

process, enhanced

monitoring of SLA

compliance.

Business policies:

Insurance, contingency, and

back-up measures.

6. Integrations: Limited

capacity to integrate

acquisitions.

Realizing

benefits of

new

acquisitions

For the acquisition of

Vandenhoeck & Ruprecht

we are following a detailed

integration plan and

execution is monitored in bi-

weekly meetings with the

integration team and senior

management.

7. Human Resources: We may

not be able to attract and

retain the desired personnel.

Achievement

of corporate

strategy

Business policy:

Develop Brill’s employer

reputation and culture as an

attraction and retention

mechanism.

8. IT and Cybersecurity:

Deficiencies in our IT

general controls may lead to

reduced efficiency, reduced

business continuity, and

increased risk of fraud or

exposure to cybersecurity

risks.

Enhance

operating

capacity

Control measures:

IT general controls such as

(software-enforced)

segregation of duties and IT

user and access

management policies.

Business policies:

Contingency and back-up

measures, security

measures, communication

on IT and cybersecurity

risks.

Financing

and other

9. Currency: Significant

swings in the USD/exchange

rate may impact our results

Improve

financial

performance

Business policies:

Hedging policy (refer to

financial statements).

BRILL ANNUAL REPORT 2021

10. Impairment: The

company carries substantial

intangible assets on its

consolidated statement of

financial position.

Deteriorating business

performance may lead to

impairments which could

cause substantial erosion of

equity.

Improve

financial

performance

Controls:

Review of material

investments including

acquisitions according to

Chart of Authorization.

Business policies:

Conservative valuation

calculations for acquisitions,

reduction of assets required

to run the business, regular

review of asset value in

impairment tests.

11. Shareholders: Investors

may not be willing to fund

Brill’s corporate strategy.

Expand in

current and

adjacent

subject fields

and markets

Business policies:

Investor relations policy,

dividend policy, focus on

financial performance

improvement.

Internal Controls:

Framework of controls

aimed at financial reporting

reliability.

12. Capital structure:

Rabobank loan. Covenants

are part of the loan

agreement. Significantly

lower results may lead to

breaching the covenants.

Financial

stability

Business policy:

Managing debt and equity,

following financing policies,

and monitoring ratios.

Profit improvement plan

and cost-saving initiative.

Regulatory

13. Compliance: High audit

costs due to increased IFRS

and other regulations for

listed companies.

Improve

financial

performance

Business policies:

Further training of staff and

automation of processes in

Finance. Increase efficiency

in accounting and

implement more auditable

workflows.

BRILL ANNUAL REPORT 2021

14. Fraud: Brill’s expanding

business in certain countries

might raise the risk of fraud

or corruption by third-party

intermediaries for which

Brill can be held liable.

Financial

stability,

reputation

Business policies:

Further training of staff and

automation of processes in

Finance. Increase efficiency

in accounting and

implement more auditable

workflows.

15. Shortages in supply

chain

Delays in

production

and sales

Forward planning with our

key suppliers, adding

additional suppliers,

increase Printing On

Demand

Fraud risk

The Management Board has the primary responsibility for the prevention and detection of fraud,

including designing and implementing appropriate processes and controls to identify, assess and

mitigate inherent fraud risks and the creation of proper awareness and attitude towards fraud

incentives and corresponding fraud risks.

In the annual assessment and discussion with the Supervisory Board, special attention is given to

the risk of fraud. First we identify circumstances or events that are a fraud risk factor. Second, we

assessed these factors based on among other things the significance and the likelihood to conclude

whether or not there is a fraud risk. Based on this assessment no specific fraud risks were noted.

Brill faces three main types of fraud:

•Asset misappropriation.

•Bribery and corruption.

•Financial statement deception.

Asset misappropriation: Management identified several fraud risk factors, but assessed these to be

low risk. Our products in general are not sensitive to theft, there is proper asset management in

place regarding physical items such as laptop computers and smartphones and there is very little

cash on hand in offices. Controls within our procure-to-pay processes limited the risk of fraud by

removing the opportunity factor to a great extent. There were no reported thefts in 2021 within the

Group.

Bribery and corruption: We identified the use of agents as a fraud risk factor and assessed this as

low risk. Brill does business in certain countries with a higher risk of bribery and corruption and we

do use sales agents, but risk is limited by not providing advance payments to agents. When

contracting new agents, a background check is performed by the VP Global Sales that is reviewed

and approved by the CFO. Agent contracts include anti-bribery stipulations and Brill has a company

code of conduct relating to fraud. Exceptional transactions that have a higher fraud risk profile, such

as sponsorship and donations are reviewed and approved by the Management Board. There were

no reports on bribery or corruption in 2021 within the Group.

BRILL ANNUAL REPORT 2021

Financial statement deception: Management identified several fraud risk factors, but assessed these

to be low to medium risk. The Management Board and certain other employees do have financial

targets in their bonus schemes, and there is a certain level of performance pressure related to being

a publicly listed company. Brill also needs to comply with covenants agreed with our main bank

related to interest bearing loans.

In addition to setting realistic targets and the overall company culture, the risk of manipulating

results is mitigated by appropriate oversight and business performance reviews.

Brill does not do aggressive tax planning so management does not identify any risk factors related

to tax.

The Management Board recognizes that the assessment of and reporting on fraud risk is still

relatively informal and will address this further in 2022.

Risk Management and Internal Control in 2021

In 2021, Brill again made further improvements to the company’s internal control environment

based on recommendations made by the external independent auditor:

•A data protection policy and a cyber security policy was established. These policies outline

Brill’s guidelines for preserving the security of data and technology infrastructure and

ensures that Brill gathers, stores and handles data fairly, transparently and with respect

towards individual rights;

•A test environment for Brill's accounts payable software was created;

•A Multi Factor Authentication (MFA)login requirement to the network was implemented.

BRILL ANNUAL REPORT 2021

CORPORATE SUSTAINABILITY

Corporate social responsibility is embedded in Brill’s mission statement: by offering the best

possible service and infrastructure to disseminate academic research, Brill contributes to an

environment in which knowledge and academic development can thrive, and which is beneficial to

society at large. Our corporate sustainability policy can only be successful if it ties in with our core

capabilities and the long-term interests of our stakeholders. Consequently, we focus on initiatives

where we feel we can make a difference. At the same time, we strive for high standards and

permanent improvement in all general facets of responsible corporate citizenship.

Brill focuses on two areas:

- A leading or participating role in areas where Brill’s core capabilities can be leveraged to further

the development of the global scholarly community;

- Permanent improvement in those areas that promote general corporate responsibility.

At Brill, responsibility for ESG lies with the VP Marketing who is part of the Management Team and

reports directly to the CEO. On a regular basis, ESG is discussed with the Supervisory Board. In

2021, we have also had discussions with one of our largest shareholders on this subject and we

have used their input to improve our reporting and further develop our CSR strategy.

UN Global Compact

Brill’s Corporate Sustainability program is driven by our membership of the UN Global Compact and

our commitment to contribute to the 17 Sustainable Development Goals. These goals play a central

role in our publishing program, as they are core themes in the research we publish, but they also

shape the way we do business.

BRILL ANNUAL REPORT 2021

We actively seek to expand the research we publish on the SDGs. In addition, we strive to

disseminate this research as widely as possible. Of course this is done through our regular

distribution channels, but we also focus on this research on our Humanities Matter blog at

www.blog.brill.com as well as in our Humanities Matter podcast series on Spotify, Apple Podcasts

and Google Podcasts. Examples of this in 2021 were the campaigns around In Chains, which focused

on slavery, both historically and in modern times, Across the Rainbow, a campaign around gender

diversity, Survival by Degrees on climate change and Quality Education. An overview of these

campaigns can be found at www.brill.com/podcasts.

In Chains

There’s more to slavery than a boxed view of chains and transatlantic ships; it’s happening right

now, in the form of human trafficking. The world has more enslaved people today than ever before.

UN’s International Labour Organization (ILO) estimates that one in 200 people is in some form of

slavery, comprised of a majority of women and children. The series In Chains discusses and tackles

issues related to slavery and human trafficking— from ancient to medieval to modern times.

Across the Rainbow

Gender is complex, nuanced, a cultural identity, a meeting point of personality and society, a way for

people to reconcile their bodies and experiences with those of others. In the themed podcast series

Across the Rainbow, scholars from the field explore gender equality: its past, present, and future.

Survival by Degrees

As one of the most serious threats to life on our planet, the climate crisis is no longer something we

can address in the future, we must act on it now. In the podcast series Survival by Degrees, our

authors reflect on climate change and global warming.

Quality Education

Quality education contributes to a healthier, more stable and prosperous society. The podcast series

Quality Education features experts in learning and education, who have published with Brill.

Brill also participated in an industry-wide initiative to make content around climate change more

accessible with summaries for a broad audience and combining content from different publishers in

one portal. This initiative can be accessed at https://info.growkudos.com/climate-change-

knowledge-cooperative.

We embed the SDGs in our business decisions and monitor our progress. Below we outline key

developments in 2021. As we are preparing for ESG reporting our ambitions are not always

concrete yet. We will finalize the preparations in 2022.

SDG 3 Good Health And Well-Being

Unfortunately, 2021 continued to be an especially challenging year in terms of health and well-

being. We continued to see the effects of COVID-19 and the lockdowns in our communities and Brill

offices continued to experience lockdowns. Some of our staff members were affected by illness

themselves, or in their immediate environments. Others struggled with the combination of taking

care of family and home-schooling children while working from home. Yet others suffered from

isolation and missed direct contact with colleagues. In our wider community of authors and editors

we saw the same struggles. Brill created an overview of publications related to COVID-19, which

were made freely available during the entire year. The COVID-19 collection was the most viewed

campaign of 2021. Research on topics such as isolation, loneliness and human connection is vital to

BRILL ANNUAL REPORT 2021

societal well-being. Similarly, research in education and home-schooling, and the history and social

effects of pandemics, all being areas of study in which the humanities contribute significantly to our

coping mechanisms in times of crisis.

The health and well-being of our staff, both physically and mentally, is of the utmost importance to

Brill. We have witnessed the significant ways in which COVID-19 impacted our staff and are

committed to supporting our employees in the best possible ways. Measures to assist in navigating

these challenging times were introduced, including possibility to work from home (mandatory

when required by lockdown regulations), flexible hours, and paid short care leave. In the US, a

unique scheme of an employee sharing pool of paid time off was introduced.

SDG 4 Quality Education

Education is at the core of our mission: We operate from a strong belief that the Humanities, Social

Sciences and International Law are areas of scholarship vital for addressing today’s global

challenges. This belief motivates us to offer our authors the best possible service and infrastructure

to disseminate their research. In order to advance discovery and learning, we are keen to support

scholars by providing them with access to the finest research tools and reference works in their

fields. The relevance and high quality of the works we publish are key to the sustainability of our

business.

Open Access

In order to support a wide dissemination of the research we publish, we invest in Open Access (OA),

our fastest growing business model. In 2021, we published 154 books in OA, 34 full OA journals and

+650 OA articles. We signed four new Open Access agreements and offered OA waivers and

discounts in 38 countries under the EIFL agreement. More information on this can be found at

www.brill.com/EIFL In addition, two Open Access agreements that will take effect in 2022 were

concluded.

•154 OA books

•34 full OA journals

•+650 OA articles

•4 Institutional Open Access agreements, two new agreements signed for 2022

Research Integrity

To offer quality education, we also require research integrity. Brill has a Publication Ethics

Committee that oversees our policies in this area and addresses any cases of a breach of those

policies. Brill’s revised publication ethics conform to the standards of ethical behaviour

promulgated by the Committee on Publication Ethics (COPE). Brill’s staff and publishing partners

are expected to promote adherence to the core principles of publication ethics as articulated in this

document. The policy can be read in full on brill.com. Milestones in 2021 around research integrity

included the enabling of iThenticate for all Brill journals and an added submission step for peer

reviewers that requires disclosure of any actual or potential conflicts of interest.

SDG 5 Gender Equality

For gender equality, we look both at the division across gender throughout the organization and at

the gender pay gap. In recent years, we have noted increased attention towards the gender pay gap

in the industry, with several publishers publishing data on average pay across gender. There is a

distinction between the gender pay gap and the principle of equal pay, which is important to define.

The gender pay gap is based on the difference between the average hourly pay rate between men

BRILL ANNUAL REPORT 2021

and women. In contrast, the equal pay issue is one of discrimination: paying men and women

different amounts for performing the same job. The UK government has made it mandatory for

employers with more than 250 FTE to publish data comparing men and women’s average pay

across the organization. The data is publicly available: https://gender-pay-gap.service.gov.uk/. Data

from our industry showed pay gaps in favour of men, particularly in bonus payments, and women

under-represented in the upper quartile. The industry has committed to improvements.

In 2021, Brill staff and management has the following division across gender:

Supervisory Board: 33% female, 67% male

Management Board: 33% female, 67% male

Management Team 33% female, 67% male

All staff: 65% female, 35% male

In 2021, Brill’s gender pay gap is as follows:

Management Board: 19% in favour of men

Management Team: 34% in favour of men

All staff: 16% in favour of men

It is clear that there is a discrepancy between the number of female staff across the company and

the percentage of women in management positions. In addition, we note a gender pay gap in line

with the publishing industry at large. In order to improve this, we need to examine and address the

root causes and will do so from three aspects: transparency, flexibility, and discrimination.

A first step in the process is transparency. Reporting on these figures annually will assist the

company in monitoring improvement and in taking additional measures if improvements do not

take place quickly enough. In 2021, a project describing all job functions and weighing them

according to a standard model set by the AWVN (General Employers Association of the

Netherlands) was finalized in the Leiden office. The weighting process itself was, conducted by the

AWVN as an external party. Brill employees were involved and their input on their job function

descriptions was incorporated. As a result, a new function grid, including transparent salary scales,

was created and made available to all employees.

In addition to transparency, we consider providing flexibility to our employees part of the solution

to the gender pay gap. A key aspect in the gender division in management roles (and therefore also

salaries) is the larger percentage of women in part-time positions. During COVID, many of our

employees - across gender - struggled with combining family care and working from home. We

have tried to support the staff by offering flexible working hours, with no negative consequences

resulting for the company. On the contrary, it was observed that employees took responsibility for

key deadlines and managed to combine their different roles in an improved way. Brill would like to

facilitate flexible hours also in the long term in order to foster an improved work-life balance.

Additionally, Brill will continue to provide the option to work from home. Our standard policy for

full-time employees is to work three days from the office and two days from home. Employee

preferences beyond this standard will be facilitated if possible.

Finally, in order to ensure that a safe working space is provided and that discrimination is avoided

at all times, Brill has several policies already embedded in Brill’s HR framework. Confidential

advisors are assigned within the company, to whom employees can (anonymously if desired) report

incidents and seek support as necessary. The safe work environment will be a point of renewed

attention in 2022.

BRILL ANNUAL REPORT 2021

SDG 10 Reducing Inequality

Diversity and Inclusion

We value diversity and inclusion among our staff, authors, and editors. To this end, we have joined

the initiative from the Royal Society of Chemistry (RSC) to take action to reduce bias across all

stages of the publishing process. This initiative brings together 32 publishing organizations to set a

new standard aimed at ensuring a more inclusive and diverse culture within scholarly publishing.

As a group, we acknowledge that biases exist in scholarly publishing and commit to examining our

own processes to minimize them. Through the RSC initiative, publishers are pooling resources,

expertise, and insight to accelerate change in research culture.

Collectively we will:

1.Understand our research community

We will collaborate to enable diversity data to be self-reported by members of our community, and

we will work towards a collective and compliant system so that researchers only need to self-report

data once. We will share and analyse anonymized diversity data to understand where action is

needed.

2.Reflect the diversity of our community

We will use anonymized data to uncover subject-specific diversity baselines, and set minimum

targets to achieve appropriate and inclusive representation of our authors, reviewers, and editorial

decision-makers.

3.Share success to achieve impact

We will share and develop new and innovative resources to improve representation and inclusivity

of diverse groups. We will transparently share policies, measurements, language, and standards, to

move inclusion and diversity in publishing forward together.

4.Set minimum standards on which to build

We will scrutinize our own publishing processes and take action to achieve a minimum standard for

inclusion in publishing, based initially on the Royal Society of Chemistry’s Framework for Action in

Scientific Publishing. We will engage all relevant stakeholders to improve outcomes on inclusion

and diversity, at all stages of the publishing process.

Accessibility

Brill is committed to ensuring our websites are easily accessible for everyone. By adopting best

practices and striving to adhere to current guidelines and recommendations, we are continuously

working towards improving accessibility. Wherever possible, Brill strives to comply with Section

508 Amendment to the Rehabilitation Act of 1973, EN 201 549 Accessibility requirements suitable

for public procurement of ICT products and services in Europe – v2.1.2 (2018-08) and level AA of

the Web Content Accessibility Guidelines (WCAG 2.1).

Developing Countries

Brill’s sustainability policy also manifests itself in the company’s Developing Countries Program. As

part of its research capacity building strategy, Brill has an Adopt-a-Library program in place

through which it annually donates collections of books to libraries and universities in developing

countries. These donations are supported by workshops for academics and librarians that focus on

BRILL ANNUAL REPORT 2021

how faculty can increase the impact of their research by publishing nationally and internationally

and how to make the best use of limited resources. Such workshops are given throughout the year

by Brill publishers as part of research capacity building. Brill’s endeavors in this context tie in with

existing initiatives, such as Research4Life and INASP’s Author Aid, an online mentoring system of

international academics and researchers that promotes coaching and the exchange of knowledge

between developed and developing countries in a very practical and effective manner. To advance

accessibility and distribution, Brill offers discounts on its Open Access fees to academics and

scientists in developing countries as part of its Brill Open Program.

Partnerships that Support Research Communities

Brill actively participates in existing education programs and takes initiatives that are developed in

cooperation with professional publishers and international organizations. Examples include

Research4Life, INASP, Association of Commonwealth Universities, and Publishers for Development.

As part of Research4Life, Brill co-founded and launched a new program in 2018 focusing on

International Law called Global Online Access to Legal Information (GOALI). This was done in close

cooperation with academic libraries such as Yale and Cornell Law School libraries, the Library of

the International Labor Organization (ILO) in Geneva as the lead UN entity, and other academic

publishers and key stakeholders.

Sponsorships

In addition to participating in international partnerships, we nurture and promote cultural heritage

and the research community in our home town, Leiden. Leiden University deserves a special

mention in this regard. The Brill Fellowship available at the Scaliger Institute makes it possible for

researchers to study the special collections of Leiden University’s library and is just one example of

the ways in which the company demonstrates its loyalty to the city and its university. Brill also

contributes to Leiden’s annual VeerStichting symposium and fosters and maintains positive

relations with Dutch heritage institutes. The company has granted corporate sponsorship to the

Siebold Museum (Japan Studies) and Rijksmuseum Boerhaave (History of Science), both of which

are in Leiden.

Actively contributing to these initiatives supports the future development of the global scholarly

community and Brill’s network within that community. Therefore, we strongly believe that an

active policy in this regard is in the interest of all stakeholders.

SDG 12 Responsible Consumption and Production

Brill’s vendor policy contains unequivocal provisions pertaining to social conditions (the exclusion

of child labour and corruption, for example) and the substances and materials to be used. Brill’s

General Business Principles are clear about our values and their impact on the conduct of our

business. Brill aims to be a reliable, responsible, and attractive employer (refer to the Value

Creation Process at Brill section).

Brill companies insist on integrity and fairness in all aspects of business and expect the same from

our business partners. The direct or indirect offer, payment, soliciting, or acceptance of a bribe in

any form is unacceptable. We do not engage in the practice of facilitation payments to accelerate or

secure the performance of a routine government action.

Employees must avoid conflicts of interest between their private activities and conducting company

business. Employees must also declare potential conflicts of interest. All business transactions on

BRILL ANNUAL REPORT 2021

behalf of a Brill company must be reflected accurately and fairly in the accounts of the company in

accordance with established procedures and are subject to audit and disclosure.

As a publicly listed company, Brill is committed to compliance with rules against insider trading. In

our interactions with employees, business partners, and local communities, we seek to listen and

respond honestly and responsibly.

Brill staff is committed to the responsible use of digital communications and social media in line

with Group policies. We comply with applicable laws and regulations of the countries in which we

operate.

Brill’s tax policy is aimed at achieving an efficient tax structure while paying fair amounts due in the

jurisdictions where it does business. The transfer pricing arrangements put in place within the

Group are aimed at being sustainable within the context of the current OECD initiatives and

concerns that have emerged in the global community and the digital economy.

SDG 13 Climate Action

For several years, Brill has compensated the CO2 usage of marketing materials. In 2020, we

investigated how we can expand CO2 compensation to other areas and extended the policy to

include business travel. All flights taken in 2020 and 2021 were compensated retrospectively.

Although offset compensation is a positive step, less frequent travel is preferable. In 2020 and 2021,

Brill travelled much less frequently due to COVID-19. During this period, we successfully

transitioned to working from home, attending conferences virtually, and communicating with our

communities via video calls. Personal relations and in-person contact are vital in providing our

service level for authors and editors, but video meetings will remain mainstream in our overall

communications. We will return to meeting our authors and editors at live events once possible, but

will be mindful of the necessity to travel, especially by plane. We have devised a travel policy that

promotes the use of trains whenever possible, and focuses on using local staff to attend

conferences, thereby avoiding long distance travel when possible.

The effects of COVID-19 accelerated the move from print to digital promotion that was already

underway in Brill’s marketing strategy. Print materials are kept to a minimum and are printed

locally to avoid long distance shipments. Linen bags have been created to replace the use of plastic

at conferences.

The number of gratis journal issues printed and shipped has been significantly reduced in favour of

digital access, and the use of plastic wrappings on our print books was similarly reduced by

changing our cover materials.

In addition, our print suppliers have Forest Stewardship Council (FSC) certification. The universal

‘Brill’ typeface, the use of which saves time and money, was developed as an efficient and therefore

paper-friendly font family.

In order to take further action in reducing and compensating CO2, in 2021 Brill partnered with

Regreener to chart our CO2 usage, reduce hotspots, and compensate where necessary. In 2022, we

will begin to chart scopes 1 and 2 for reporting in our next annual report. Scope 3 will follow in

2023. The reduction of CO2 is viewed as objective within Brill globally and the company intends to

involve staff across all locations in this project, as set forth in a strategy presentation in 2021 to all

staff by management. In 2022, a working group on this topic to work with our external partners on

BRILL ANNUAL REPORT 2021

the initiative will be launched. In addition, we initiated the compensation of the personal CO2

footprint of our employees through Regreener in 2021.

SDG 16 Peace, Justice and Strong Institutions

As mentioned above, Brill’s research related to the SDGs is especially strong for SDG 16, which can

be seen in the offerings of our International Law and Human Rights program. In this light, we are

also proud of our cooperation with The Hague Academy of International Law on whose behalf Brill

publishes The Hague Academy Collected Courses and other publications.

POLICIES

To create a coherent framework for the conduct of business within the Brill Group, Brill has the

following policies in place:

1.Corporate Governance statement

2.Brill Code of Conduct

3.Vendor Policy

4.Remuneration Policy

5.Risk Management Policy

6.Whistleblower Policy

7.Code of Conduct on Insider Trading

8.Guidelines on publication ethics for editors, authors, and reviewers

For documents listed above which are not included in this report, please refer to Brill.com.

The Management Board monitors the effects of the above-mentioned policies on a regular basis by

discussing them with the HR manager, the appointed trusted persons, and the Works Council.

BRILL ANNUAL REPORT 2021

RESPONSIBILITY STATEMENT

The Management Board of Koninklijke Brill N.V. is responsible for the preparation of the financial

statements in accordance with IFRS as adopted by the European Union and the provisions of Part 9

Book 2 of the Dutch Civil Code (DCC). In addition, the Management Board is responsible for the

preparation of the Management Board's Report, which is included in the Annual Report.

In the Annual Report, the Management Board presents a true and fair view of the financial position

of the Group as per 31 December 2021 and the development of the Group during 2021. In the

section Risk Management, the Management Board identified the main risks currently known that

could affect the achievement of Brill’s strategic objectives or that could lead to misstatements in the

financial statements, as well as the measures implemented to manage these risks. These measures

can provide reasonable but not absolute security against material losses or material errors.

As required by the provisions of 1.4.3 of the Corporate Governance Code and section 5.25c par 2c of

the Dutch Act on Financial Supervision, the Management Board confirms that to its knowledge:

(Statement according to the Corporate Governance Code)

–the Annual Report provides sufficient insights into any failings in the effectiveness of the

internal risk management and internal control framework;

–although internal controls are not fully formalized and documented, management is of the

opinion that the framework of internal control provides sufficient assurance that the financial

reporting does not contain any material inaccuracies;

–based on the current state of affairs, it is justified that the financial reporting is prepared on an

ongoing concern basis; and

–the report states those material risks and uncertainties that are relevant to the expectation of

the company’s continuity for the period of twelve months after the preparation of the report.

(Statement according to 5.25c par 2c)

–the 2021 financial statements give a true and fair view of the assets and liabilities, the financial

position, and the result of Brill and the companies jointly included in the consolidation; and

–the 2021 Annual Report likewise gives a true and fair view of Brill’s position and the position of

its affiliated companies on the consolidated statement of financial position date, as well as of the

course of events during the financial year under review;

–furthermore, the Annual Report describes the principal risks that Brill faces.

Leiden, 11 April 2022

Management Board

BRILL ANNUAL REPORT 2021

CORPORATE GOVERNANCE

Koninklijke Brill N.V. (‘Brill’), a public limited company under Dutch law, with its registered office at

Plantijnstraat 2, 2321 JC Leiden, is the parent company of the Brill Group. The corporate

governance structure of the company is based on the company’s Articles of Association (for the

‘Articles’, refer to Brill.com), the Dutch Civil Code (‘DCC’), the Dutch Corporate Governance Code

(‘the Code’), and further applicable laws and regulations. The Management Board and the

Supervisory Board are responsible for the corporate governance structure. Supervisory Board

members are independent in the sense of the Corporate Governance Code.

The share capital of the company is divided into ordinary shares and cumulative preference shares.

There are currently no cumulative preference shares issued. Of the issued ordinary shares,

approximately 99% are certified and administered by the Stichting Administratiekantoor

Koninklijke Brill N.V. (the Trust Office). Only registered depository receipts are listed on Euronext

Amsterdam. Of the receipts 65% are held in tranches of 3% or more. In the context of the Financial

Supervision Act, the following holders of registered depository receipts, on 31 December 2021,

have reported an interest of 3% or more to the Dutch Authority Financial Markets:

Filings

Size

Declaration date

Mont Cervin Sàrl

22%

22 June 2012

Teslin Participaties Coöperatief U.A.

19%

18 September 2020

Axxion S.A.

20 July 2016

J.P. van Slooten

11 April 2017

Stichting Administratiekantoor Arkelhave Capital

16 December 2016

Stichting John en Marine Van Vlissingen Foundation

11 August 2015

Brokat Media Support BV

16 September 2020

Holdings Members of the Supervisory Board and Management Board

Name

Number of registered depository receipts

Peter Coebergh

600

Jasmin Lange

500

In 2018, the members of the Management Board acquired registered depository receipts in Brill via

their own banks and at their own risk, with the consent of the Supervisory Board. No further

transactions were recorded since. These shares are not related to any remuneration schemes.

Brill is a statutory two-tier company (operating under the Dutch ‘structuurregime’). The Articles of

Association regulate inter alia the appointment and dismissal of Supervisory Board and

Management Board members, the rights allocated to the Annual General Meeting of Shareholders

and the amendment of the Articles. Brill’s corporate governance is established in line with its

business objectives and with the Code except where noted otherwise below. In addition to the Code,

Brill has implemented its Core Values and Business Principles.

The proceedings of the Annual General Meeting of Shareholders follow the stipulations of the DCC

and are detailed in the Articles of Association. Brill’s most notable deviation from the Code is the

policy regarding use of certification as a possible method of protection. Brill is a relatively small,

profitable publisher, active in an industry that is in consolidation. Also, the sensitive nature of Brill’s

BRILL ANNUAL REPORT 2021

relationships with its stakeholders—including authors, librarians, and scholars whose continued

trust is the cornerstone of our business’ value—requires careful weighing of each major strategic

change. Therefore, the Management Board deems protection against uninvited external influence

necessary. Accordingly, the company has implemented defensive structures.

Firstly, the company has cooperated with the issuance of registered depository receipts that can be

seen as a defensive measure in that the Stichting Administratiekantoor Koninklijke Brill N.V. (Trust

Office) reserves the right in the event of situations as referred to in Art. 2:118a.2 DCC not to issue

voting proxies nor to accept binding voting instructions. Registered depository receipts will be

maintained as long as they contribute to the objective to ensure sufficient protection and balanced

decision-making on the future of the company.

In line with the Code, the Board of the Trust Office consists of independent members. The Board of

the Trust Office shares the opinion of the Management Board and Supervisory Board on the use of

registered depository receipts as a defensive instrument.

Secondly, Brill has the possibility to issue preference shares. When this occurs, the preference

shares will be placed with Stichting Luchtmans, which has the right to acquire preference shares to

a maximum of 100% of the ordinary issued share capital.

Pursuant to the Articles of Association, conversion of registered depository receipts is possible up

to 1%. In addition, shareholding is limited to individuals, the company itself, the Trust Office, and

legal entities that were shareholders before 29 July 1997.

Several responsibilities have been allocated to the Combined Meeting (the joint meeting of the

Supervisory Board and the Management Board). The rights of the Combined Meeting include the

determination of the number of members of the Management Board and the Supervisory Board,

authority on profit distribution proposals, the making of proposals to amend the Articles,

dissolution and legal merger / demerger of the company.

Management Board members are appointed by the Supervisory Board. The Supervisory Board must

notice the general meeting of an intended appointment of a Management Board member. Each

Management Board member may be removed by the Supervisory Board. The Supervisory Board

may not remove a Management Board member until the general meeting has been consulted on the

intended removal.

Supervisory Board members are appointed by the general meeting of shareholders on a nomination

of the Supervisory Board. The Supervisory Board must simultaneously inform the general meeting

of shareholders and the Works Council of the nomination. The nomination will state the reasons on

which it is based.

Diversity and inclusiveness are important aspects of the corporate management culture, as

expressed in Brill’s Core Values. Consequently, it is Brill’s objective to achieve a balanced

composition of all its governance bodies. As of May 2019, the company’s management body, the

Management Board, consists of two male statutory directors with Dutch nationality and one female

statutory director with German nationality. After the passing of Olivier de Vlam in April 2021, Wim

Dikstaal replaced him as (interim) CFO. It is the intention of the Supervisory Board to appoint him

right after the AGM of 25 May 2022 as statutory director. The extended Management Team (which

includes the Management Board) consists of seven members, three of which are female. Because of

BRILL ANNUAL REPORT 2021

the importance of the integration of V&R, the two statutory directors of Brill GmbH have joined all

extended Management Team meetings. Given the composition of the management layers below the

Management Board, Brill believes that maintaining this balanced distribution is sustainable.

The company has a Supervisory Board consisting of three persons, of whom one is female with

Dutch nationality, and two are male with Dutch nationality.

Regarding transparency between the Management Board and the Supervisory Board, and between

Supervisory Board members themselves, clear agreements are in place. The employment

agreements for statutory directors are drawn up in accordance with the best practice provisions of

the Code.

The Supervisory Board and the Management Board meet annually to discuss the implementation of

best practices in corporate governance and compliance with current legal requirements. They

currently hold that the governance of the company complies with the principles expressed in the

Code, except for the use of depository receipts as a defensive mechanism.

The Supervisory Board and the Management Board are aware that protection of the company is

generally only temporary in nature. Therefore, the company’s strategy must be made clear to all

stakeholders and especially to investors, and what valuable elements from past, present, and future

are incorporated therein. The aim is to make the company an attractive investment for investors

who prefer a strategy focused on long-term sustainable value creation. Sustainable value creation

is, in turn, largely dependent on Brill’s standing among customers and authors. Our investor-

relations activities aim to communicate this message. Retaining the trust and support of investors is

a basic element of the corporate governance policy.

Regarding aspects of best practice provisions not relevant to protection, the Management Board

and the Supervisory Board remain of the opinion that these support the existing corporate

governance structure. We are of the opinion that Brill’s current governance supports strategies that

create long-term value.

Our main business policies are outlined in the list below:

1.Brill Core Values and Business Principles

2.Corporate Governance (refer to separate chapter)

3.Brill Code of Conduct

4.Vendor Policy

5.Remuneration Policy (refer to separate chapter)

6.Corporate Sustainability (refer to separate chapter)

7.Risk Management Policy (refer to separate chapter)

8.Whistleblower Policy

9.Code of Conduct on Insider Trading

For documents listed above which are not included in this report, please refer to Brill.com.

The Management Board monitors the effects of the above-mentioned policies on a regular basis by

discussing them with the HR manager, the appointed trusted persons, and the Works Council.

Supervisory Board

Management Board

BRILL ANNUAL REPORT 2021

SUPERVISORY BOARD’S REPORT FOR THE YEAR 2021

ANNUAL FINANCIAL STATEMENTS

Based on the ongoing appointment by the AGM of PricewaterhouseCoopers Accountants N.V. as the

company’s independent auditor, the Supervisory Board instructed PricewaterhouseCoopers

Accountants N.V. to audit the financial statements of Koninklijke Brill N.V. for the 2021 financial

year. For the 2021 financial statements, an unqualified independent auditor’s report were issued.

We therefore recommend that shareholders approve these annual financial statements. We propose

distributing an ordinary all-cash dividend of EUR 0.90 per share (certificate) for 2021.

ACTIVITIES

Due to the COVID-19 pandemic, only the meetings in June, August and October were held at Brill’s

headquarters in Leiden. All other meetings were held virtually because of COVID-19 restrictions. In

total eleven meetings took place, of which seven regular meetings and four on special topics like the

V&R acquisition. At all meetings, the entire Board was present.

During 2021, similar to 2020, the Supervisory Board closely followed the effect of the COVID-19

pandemic on Brill, especially during its early stages when it was unclear how significant the impact

would be. The Management Board took effective action and the Supervisory Board received regular

updates on the developments concerning and impact of the COVID-19 measures on the business

and Brill staff.

More generally, the Supervisory Board met with the Management Board during all Supervisory

Board meetings to discuss or approve topics including company culture, risk management, staffing

developments, management development, long-term company strategy, cost development and

management, possible acquisitions, the progress and development of publishing platforms, liquidity

planning, credit facilities, investor relations, corporate governance issues, and various investments.

All Supervisory Board members were present at all meetings.

During the meetings with the Management Board attention was also paid to the corporate strategy,

which is updated annually and presented by the Management Board. An update of the corporate

strategy was discussed and approved. The building blocks of this newly updated strategy have been

on the agenda of most of the regular meetings, especially the publishing strategy and priorities and

recent developments in Open Access publishing. Also the results of the comprehensive program for

upgrade and harmonization of ICT systems, launched at the end of 2019, were discussed in all our

regular meetings.

The Board dedicated time to monitoring the progress of the ongoing profit improvement plan, to

discussing the way Management addressed the challenges faced by the Finance organization, and to

assessing the risks related to Brexit and the system migration at our international distribution

partner based in the UK. Business development opportunities, acquisitions, progress reports, and

possible partnerships in various countries are subjects on the agenda for every meeting.

On March 1, 2021, Brill announced the acquisition of all assets of the German publishing house

Vandenhoeck & Ruprecht, which represents an important step in realizing the growth strategy of

Brill. In the period prior to the acquisition, the Supervisory Board discussed the opportunity itself,

the strategic fit, and the valuation with the Management Board at multiple occasions, as well as the

risk profile and the integration plan of the various activities. After the acquisition, the management

BRILL ANNUAL REPORT 2021

of the integration plan received regular attention in the Board meetings. We are happy to observe

that the implementation of the various plans is taking place as planned. Vandenhoeck & Ruprecht is

already proving itself to be a valuable and positive step for Brill.

Reports from the external independent auditor are received and discussed on a regular basis.

Progress on issues from the management letter issued by the external independent auditor

received special attention. Risk assessment and measures to mitigate risks are always discussed in

the context of the annually updated management letter. In 2018, management commenced

addressing certain significant internal control deficiencies in the area of IT General Controls and in

financial controls through a finance improvement plan. Significant progress was made, but some

elements of this plan are still in execution and will be finalized in 2022.

The Supervisory Board has discussed the risk of fraud with the Management Board at various

occasions, including observations and recommendations made by the external independent auditor.

The Board is in support of the Managements’ intention to further formalize the assessment of fraud

risks in 2022, and will discuss the progress made.

In the biannual meetings with the Works Council, issues such as corporate culture, work pressure,

and the tone in the company have been discussed without the presence of the Management Board.

In addition, the profile for the succession of Mrs. Catherine Lucet in 2021 was reviewed,

appropriate candidates were discussed and the process was concluded satisfactorily with the

appointment of Mrs. Anneke Blok in the Annual General Meeting.

There were also informal consultations between members of the Supervisory Board and the

members of the Management Board during the year. The Supervisory Board continued the practice

of beginning each meeting without the presence of the Management Board, with the aim of

discussing the agenda for the meeting and allowing each member to express particular points of

attention for the meeting itself. This included the functioning of the Supervisory Board, its

individual members, and of the Management Board and their teams. The Supervisory Board met

with a selection of staff invited to its meetings, among others the HR Manager. New management

team members made their appearance in the meeting, like the VP technology.

This enabled the Board to observe internal relationships as well as the tone in the company and the

corporate culture in practice.

A recurring item on our annual corporate calendar is the remuneration of the statutory director(s).

The directors’ objectives in the context of the variable remuneration scheme were also determined

and evaluated. Where possible, Brill’s corporate strategy was anchored in targets, both in the short-

term as well as in the long-term variable remuneration. The Remuneration Report provides more

details.

Two meetings with the external independent auditor and Management Board were held to discuss

the management letter resulting from the interim audit and the final reports. The discussions were

followed by the customary annual discussions between the Supervisory Board and the independent

auditor, without the presence of the Management Board.

A formal evaluation of the Supervisory Board itself took place in December 2021, based on a

structured list of questions and assessments that each member had completed and that was

subsequently discussed. The outcome of the evaluation was that the Supervisory Board functions

properly. However, some suggestions for process improvements were noted and followed up.

BRILL ANNUAL REPORT 2021

AUDIT COMMITTEE

Given the reduction of the size of the Supervisory Board from four to three members, it was decided

that after the audit of the 2020 accounts, the Audit Committee would cease to formally exist and its

function was again be performed by the Supervisory Board in regular meetings.

PROFILE OF BOARD MEMBERS

The Supervisory Board should be composed in such a way that each member—and the Supervisory

Board as a whole—can fulfil their role, which includes overseeing management policies and the

general business of the company and its affiliates as well as adequately advising the Management

Board. Given the global nature of the company's activities, it is imperative for all members of the

Supervisory Board to possess international experience. Moreover, there must be at least one

member who is particularly familiar with the operations of a publishing house. Additionally, one

member of the Supervisory Board must have financial expertise, meaning that he or she will have

acquired relevant knowledge and experience of finance management within listed companies and

other larger legal entities.

The members of the Supervisory Board need to have sufficient time to perform their duties; in

particular this applies to the chairman of the Supervisory Board. The Supervisory Board and its

chairman met this requirement. As of 25 June 2021 (after closing of the AGM), the Supervisory

Board consists of three persons. The gender balance is now 67% male versus 33% female. The

members of the Supervisory Board are independent within the context of the Dutch Corporate

Governance Code.

CORPORATE GOVERNANCE

The annual report describes how the company dealt with the implementation of the Dutch

Corporate Governance Code that was in force during 2021. The Supervisory Board annually

evaluates its instruments and processes in relation to the Code. There were no transactions with

conflicting interests relating to the Supervisory Board and the three statutory directors.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

On May 19, 2021 the Annual General Meeting of Shareholders was organized by means of a

webinar. The chairman of the Supervisory Board, the Management Board, and the external

independent auditor were present at a studio location, while the other Supervisory Board members

where present via a video connection. Also, a notary from Allen & Overy was present to oversee the

live voting protocol. Shareholders were given the opportunity to submit questions in advance and

were also able to ask their questions via live chat during the meeting itself. All resolutions

presented were approved. Being at the end of her regular eight year term, Mrs. Catherine Lucet

stepped down effective the close of the AGM, The shareholders present expressed their

appreciation for her significant contribution made to the Company during her term. Likewise, the

Board wishes to express its gratitude to Mrs. Lucet for her great commitment and highly valuable

contribution to the strategic and operational development of Brill. As her successor, the AGM has

accepted and approved the proposal to appoint Mrs. Anneke Blok, whose background and

experience will undoubtedly contribute to the further healthy development of the Company. Her

appointment was also supported by the Brill Works Council.

BRILL ANNUAL REPORT 2021

The Supervisory Board would like to thank the Management Board and all staff for their great

dedication and contributions in 2021, which has resulted in a satisfactory performance despite an

often difficult working environment, travel restrictions, and many uncertainties.

Leiden, 11 April 2022

Supervisory Board

Robin Hoytema van Konijnenburg (Chairman)

Anneke Blok

Theo van der Raadt (Vice-Chairman)

BRILL ANNUAL REPORT 2021

SUPERVISORY BOARD

Robin Hoytema van Konijnenburg, 1957, Dutch (male), Chairman of the Supervisory Board (as of 25

June 2020)

Mr. Hoytema van Konijnenburg was appointed to the Board in 2015. His current term runs until

2023.

Other positions:

•Board member Stichting Administratiekantoor Roeminck Insurance (as of 2 April 2020)

•Board member Vereniging Effectenuitgevende Ondernemingen (VEUO)

•Board member of the Heineken Africa Foundation (until 20 April 2021)

Anneke Blok, 1971, Dutch (female), Member of the Supervisory Board (as of 19 May 2021)

Mrs. Blok was appointed to the Board in 2021. Her current term runs until 2025.

Other positions:

•Chairperson Board of Directors Stichting Cito

•Director of Cito BV (a 100% subsidiary of Stichting Cito)

•Director of Woots BV (a 51% subsidiary of Cito BV)

Catherine Lucet, 1959, French (female), Member of the Supervisory Board (until end of the AGM on

19 May 2021)

Mrs. Lucet was appointed to the Board in 2013.

Other positions:

•Deputy Managing Director of Editis. Managing Director of the Education Division

•Independent Board member of Casino Guichard Perrachon. Chairperson of the Governance

and CSR Committee. Member of the Audit Committee. Lead Director

Theo van der Raadt, 1953, Dutch (male), Vice-Chairman of the Supervisory Board (as of 25 June

2020)

Mr. Van der Raadt was appointed to the Board in 2019. His current term runs until 2023.

Other positions:

•Chairman of the Supervisory Board, ICT Group N.V.

•Member of the Supervisory Board, Shared Stories Group (publishing house)

•Vice Chairman Supervisory Board/Chairman audit committee/Chairman remuneration

committee, BDR Thermea Group

BRILL ANNUAL REPORT 2021

REMUNERATION POLICY AND REPORT FOR THE YEAR 2021

This remuneration report combines both the requirements for the Supervisory Board to prepare a

remuneration report in line with the Dutch Corporate Governance Code, as well as the

requirements for the Management Board to prepare a remuneration report in line with Book 2 of

the Dutch Civil Code.

As per 1 December 2019, the new EU shareholder rights directive (SRD) was recorded into

legislation in the Netherlands (art 2:135 Dutch Civil Code). Pursuant to this legislation, Brill’s

remuneration policy will henceforth be a voting point in Brill’s Annual General Meeting. Prior to the

AGM, the Works Council of Brill will be requested to prepare its position on the remuneration

policy. In setting the remuneration policy for 2022, the content of the discussion and the voting at

the AGM will be considered. This remuneration policy will be posted on Brill.com in accordance

with the provisions of art 2:135 (DCC).

Brill’s remuneration policy is unchanged versus the prior year and there were no deviations from

the policy in 2021.

Remuneration Policy, Supervisory Board

The remuneration of the chairman and the members of the Supervisory Board is set at a fixed

annual amount and does not include variable elements. The members receive neither performance-

related remuneration nor shares, nor do they accrue pension rights with the company. They receive

no severance pay when they exit the Board. The remuneration of the Supervisory Board is regularly

evaluated, with the advice of an external expert if necessary. Brill established guidelines governing

the holding of and transactions in securities, other than those issued by Brill, by Supervisory Board

members.

Remuneration Policy, Management Board

The remuneration of the Management Board is determined by the Supervisory Board based on the

remuneration policy, in line with the best practice provisions of the Dutch Corporate Governance

Code (‘the Code’). The policy with respect to the remuneration of the Management Board seeks to

enable Brill to attract, develop, and retain qualified and expert persons. Additionally, the

remuneration must be proportional to the salary conditions for all Brill staff and should be aligned

with the strategic planning scenarios and our corporate culture and be reasonable from the

perspective of our key stakeholders in order to support Brill’s mission. The Supervisory Board, if

necessary, with the aid of an external expert, conducts regular reviews to establish whether the

Management Board’s remuneration is in line with market development. The Supervisory Board

evaluates the fixed salary levels of the statutory directors annually in accordance with their

responsibilities and performance.

The applicable notice period is four months and is in line with standard practice. Members of the

Management Board are appointed for a period of four years and can be reappointed by the

Supervisory Board following each term. The contracts include a severance pay of one year fixed

annual remuneration.

The company does not grant loans, advances, guarantees, or rights for the acquisition of options or

shares to the members of the Management Board. In order to avoid conflicts of interest, the

Supervisory Board has made an agreement with the Management Board about ownership of and

transactions in securities other than those issued by Brill.

BRILL ANNUAL REPORT 2021

Variable Income, Link to Long-term Value Creation

The Supervisory Board sees variable remuneration as a meaningful part of the Management Board’s

remuneration package, because the targets against which performance is measured reflect the

drivers for growth and value creation in the short- and long-term and are assistive to achieving

Brill’s mission. The Supervisory Board assesses that the financial targets in the long-term plan are

the most relevant contributors to the creation of long-term financial value. The non–financial

targets in the long-term compensation plan are derived from Brill’s Corporate Strategy as it is in

force at the time of agreeing upon the objectives. Annually, short-term targets are determined by

the Supervisory Board which largely reflect objectives for the key figures on which the company

reports in its annual results. These key figures are important measures of the success of the

execution of the company’s strategy aimed at long-term value creation and as such, both the short-

term and the long-term variable remuneration are directly linked to the company’s long-term value

creation.

The variable component of remuneration related to short-term targets is a maximum of 40% for the

CEO and 35% for the CFO and CPO, and for the three-year, long-term objective, again a maximum of

40% or 35%, respectively, of the base salary in the year that the objective was agreed upon.

Consequently, the percentage of the maximal total payout that is variable or at risk is 44% for the

CEO (80%/180%) and 41% (70%/170%) for the CFO and the CPO.

REMUNERATION REPORT ON THE YEAR 2021

Supervisory Board

The members of the Supervisory Board received a fixed annual remuneration. They did not receive

cash or other deferred incentive payments, such as stock options or shares, nor did they accumulate

pension entitlements with Brill. The remuneration for the members of the Supervisory Board was

not adjusted in 2021.

Remuneration of the Supervisory Board (in thousands of euros)

2021

2020

Steven Perrick*)

Anneke Blok*)

Robin Hoytema van Konijnenburg

Catherine Lucet*)

Theo van der Raadt

*) Remuneration proportional to period served

106

Management Board

The remuneration for the members of the Management Board in 2021 had a fixed portion and two

performance-related variable components, the first of which is for the current year and the second

of which is for a three-year period.

BRILL ANNUAL REPORT 2021

Remuneration payout to the members of the Management Board was as follows:

Paid remuneration of the Management Board (in thousands of euros)

Fixed

Variable compensation

Fixed

Short-term

employee

benefits

Short-term

incentive

plan

Long-term

incentive

plan

Post-

employment

benefits

Interim fee

Total

Proportion

fixed :

variable

2021

Peter Coebergh

279

444

66:34

Olivier de Vlam

115

258

46:54

Jasmin Lange

188

280

72:28

Wim Dikstaal

215

251

100:00

Total

616

165

203

215

1,233