Going
Further.
ANNUAL REPORT AND ACCOUNTS 2022
Annual Report 2022
2
Contents
1. Introduction 3
2. Directors’ Report 7
2.1 M
AJOREL AT A GLANCE 8
2.2 CHIEF EXECUTIVE’S REPORT 14
2.3 CHAIRMAN’S STATEMENT 18
2.4 A GLOBAL CX LEADER 22
2.4.1 MARKET OVERVIEW 22
2.4.2 BUSINESS MODEL 24
2.4.3 STRATEGY 26
2.4.4 RECOGNITION AND AWARDS 2022 28
2.5 CORPORATE RESPONSIBILITY 29
2.6 INFORMATION ABOUT MAJOREL LISTING AND SHARES 31
2.7 FINANCIAL REVIEW 33
2.8 RISK MANAGEMENT 40
2.9 INTERNAL CONTROLS OVER FINANCIAL REPORTING 50
3. Corporate Governance 52
3.1 C
ORPORATE GOVERNANCE POLICY AND PRACTICES 53
3.2 MANAGEMENT BOARD AND SUPERVISORY BOARD 55
3.3 REMUNERATION REPORT 62
3.4 SHARE CAPITAL AND SHAREHOLDINGS 72
3.5 LUXEMBOURG LAW ON TAKEOVER BIDS DISCLOSURES 74
4. Alternative Performance Measures (APMs) 79
5. Glossary of Terms 85
6. Consolidated Financial Statements 88
Consolidated statement of profit and loss 89
Consolidated statement of comprehensive income 90
Consolidated statement of financial position 91
Consolidated statement of cash flow 92
Consolidated statement of changes in equity 93
Notes to the consolidated financial statements 94
7. Statutory Auditors’ Report on the Consolidated Financial Statements 141
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Introduction
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1. Introduction
We’re a global CX leader. Clients say that our agile culture makes us special, which means that
doing business with us is easy. As experts in customer experience management, we’ve seen it
all, so we’re able to ensure the reliability our clients need and the care their customers
deserve. Our team members love nothing more than to just get things done, secure in the
knowledge that we strive to be the best home for their talent. Our spirit is relentless, resilient,
and resourceful, and this is what drives us to go further.
82,000+
Team members
70+
languages
45
countries
End-to-end CXM
Tech-human
augmentation
Global and local
Majorel: Driven to go further. www.majorel.com
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Financial highlights
Revenue
+16% compared to 2021
€2,100m
Net revenue
1
+19% compared to 2021
€2,080m
Operating EBITDA
1
+18% compared to 2021
€369m
Operating EBITDA margin
1
-
10bps compared to 2021
17.8%
Group profit
+113% compared to 2021
€170m
Earnings per share (EPS)
2
€1.69
1
For more information, see APM section on page 79.
2
For more information, see Glossary of Terms section on page 85; see the Note 9 on page 114.
2020
€1,811m
2021
€2,100m
2022
2020
€1,752m
2021
€2,080m
2022
2020
€313m
2021
€369m
2022
2020
17.9%
2021
17.8%
2022
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Business highlights
GEOGRAPHIC EXPANSION – 13 COUNTRIES ADDED IN 2022
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Directors’
Report
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2. Directors’ Report
2.1 MAJOREL AT A GLANCE
Our unique spirit is “Driven to go further”.
Majorel team members are differentiated by a particular kind of drive that sums up our culture. We are
relentless, resourceful, resilient, agile, energetic, and focused. We are driven to go further to deliver the
continuous improvement that our clients need, the simplicity that customers expect and the humanity that
defines the right brand experience.
We have very high standards about the way we do business across the world – it’s all about doing the right thing
and acting with integrity – which is captured in our Code of Conduct. Acting with integrity brings respect in our
everyday dealings with each other and our business partners, and creates solid relationships based on mutual
trust.
We offer our clients, and their customers, reliability, and agility in a constantly changing world, and strive to be
the best home for talent.
2.1.1 Mission, vision, and values
Our mission
is to deliver amazing services that
we are proud of and our clients
value - by combining talent,
process, and technology.
Our vision
is to be the most client-centric
company in our industry by
nurturing long-term, meaningful
relationships and making a
positive impact to the world
around us.
Our shared values
Creativity, Excellence and Respect
- bind us together as One Team
and underpin everything we do.
Today’s rapidly changing world is
sometimes challenging. But with
our spirit of true entrepreneurship
and adaptability, and our drive to
go further, we view it as an
opportunity to innovate by getting
the best from people and
technology.
We constantly strive for the best.
We know that doing so is pursuing
a moving target. It takes full
commitment to go the extra mile.
Mutual respect and trust are the
hallmark of every successful
business. And it’s the same at
Majorel. We know that challenges
are met, and ambitions achieved
through teamwork: not only
amongst our colleagues, but in
partnership with our clients too.
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2.1.2 Our history
The Company’s roots date back some 30 years, to 1992, giving us a deep reservoir of knowledge and experience
to draw upon for our clients today.
In 1998, we signed our first Global Internet client – a relationship that continues to thrive to this day.
Fast forward to January 2019, and the new entity of Majorel was created when Bertelsmann and Saham joined
forces to create a leading customer experience organization. Majorel brought together Arvato CRM Solutions,
Phone Group, ECCO Outsourcing, and Pioneers Outsourcing. This combination of shared values and
complementary skills and resources has enabled us to deliver innovative CX across the world.
The scale, expertise and growth potential of the business were further endorsed by our public listing on the
Euronext Amsterdam Stock Exchange, on September 24, 2021.
Majorel is headquartered in Luxembourg, listed in Amsterdam, but at home in the world.
2.1.3 Global scale, East to West
From Asia to Europe, and from Africa to the Americas, Majorel operates from 160+ sites in 45 countries
3
, serving
our clients’ end-customers in 130+ countries.
This equips us to bring consistent CX to global brands. In particular, we are one of the few international CX
providers with operations at scale in China, and have one of the largest footprints in Africa, where we employ
around 22,000 team members.
To provide seamless client support across the globe, our highly agile delivery model includes onshore and
offshore locations, 25+ multilingual hubs and Majorel Anywhere, our hybrid digital workplace, that allows our
teams to deliver great CX from literally anywhere.
2.1.4 Our solutions
Our CX expertise serves a broad variety of digital-native brands and vertical leaders through three business-
critical service lines:
Customer Interaction Services. We provide industry-leading end-to-end CX solutions, based on human
expertise augmented with advanced proprietary technology tools, automation – such as robotic process
automation (RPA) and bots – and data insight. We enhance this approach with deep vertical, cultural, and CX
domain expertise, developed from partnering with top brands for around 30 years. This makes us the go-to
partner for full-service omnichannel CX, giving our clients a competitive edge, with services spanning the entire
customer lifecycle. These include solutions for Customer Service, Sales and Marketing, Loyalty and Retention,
and Tech Support. These services help our clients to successfully retain and grow their customer base while
ensuring brand engagement and advocacy.
Business Process Services. Since 2015, we have been pioneers in providing Content Services, Trust & Safety
services. Our work across social, gaming, and online retail platforms safeguards users and maintains the
integrity of our partners’ brands, products, and services. Our teams of highly skilled reviewers are trained to
effectively and efficiently apply policies to all types of tasks, from user-generated content review to profile
management, to commercial compliance monitoring, ensuring applicable standards and laws are met. We also
support the development of our partners’ products and services through the provision of high-quality training
data for machine learning, including annotation, labeling, and linguistic training.
Combining our deep expertise and excellent operational capabilities, we also offer industry-specific Business
Process Outsourcing (BPO) services for our clients with a focus on our different growth verticals - such as claims
management for the insurance sector, e-mobility services for automotive, and specialized back-office services for
3
For more information, please see the Reporting unit section on page 94.
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utilities and banking. These BPO services leverage our suite of digital tools and seamlessly connect front and
back-office services to provide engaging CX for customers.
Tech & Expert Services. Our range of Digital Consumer Engagement services includes the design, build and
delivery of direct-to-consumer (D2C) and various digital marketing approaches to enable our clients to engage
with their customers across multiple touchpoints.
In December 2022, we launched Majorel X as a platform for CX transformation services. Majorel X addresses
increasing client demand for an integrated approach to CX transformation. Its comprehensive portfolio spans CX
Consulting, Technology, and Design and Creative Services, combining the resources and expertise of three
Majorel acquisitions – Findasense, IST, and Junokai – with Majorel’s long experience of implementing CX for
leading brands across the world.
Our specialized service for startups, MajUp supports our clients by ensuring that CX processes are established
and scaled across markets in parity with leading peers. To cater to the needs of individual industries we innovate
vertical digital solutions – for example, Majorel Digital Banking, which includes an account and security account
switching service (Majorel Switch) and an insurance navigator (Majorel Navigator).
To generate value for our clients, enhance their customers’ digital journeys and make CX processes more
efficient, we complement our service offering with technological solutions – we call these “tech enablers.” These
include, among others: our proprietary Customer Service Analytics platform enabling a personalized customer
experience, Process Automation and Robotic Process Automation (Majorel Automate) for which we have
established our own “Majorel RPA Center of Excellence” supporting our business units in evaluating, designing
and implementing RPA use cases; Automated Interactions and Bots (MajBot) that combine conversational AI
with our deep experience in CX and human talent; an integrated document management system (Majorel
Document), and our omni-language solution (Majorel Lingua) that facilitates the bundling of multilingual services
as well as serving customers in rare languages.
2.1.5 Our business Segments
Our business Segments are organized by three geographical groupings mainly based on language. These are:
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EASA – Europe, Africa, and South America
This Segment currently includes Argentina, Armenia, Chile, Colombia, Costa Rica, Croatia, Ecuador, Estonia,
France, Georgia, Germany, Ghana, Greece, Italy, Ivory Coast, Lithuania, Luxembourg, Morocco, the Netherlands,
North Macedonia, Peru, Poland, Portugal, Romania, Senegal, Spain, Suriname, Togo, and Türkiye.
4
GEMS – Global English, Middle East, and Southeast Asia
This Segment currently includes Canada, Egypt, India, Ireland, Kenya, Malaysia, Mexico, the Philippines, Qatar,
Saudi Arabia, Thailand, the United Kingdom, and the United States.
CEA – China and East Asia
This Segment currently includes China, Japan, and South Korea.
We measure the performance of our Segments on the basis of net revenue, Operating EBITDA, and Operating
EBITDA margin as a percentage of net revenue.
2.1.6 Industry Verticals
As a leader in the global CX market, Majorel's more than 82,000 team members serve more than 500 clients
from all industries, and with a particular focus on Global Internet and BFSI (Banking, Financial Services, and
Insurance). These two sectors together accounted for 64% of our net revenue in 2022.
In addition to Global Internet and BFSI, the industry verticals of automotive, consumer goods,
telecommunications, public sector, and utilities play a significant role in our business strategy and development.
Our Global Internet clients value our comprehensive Customer Interaction Services to improve the CX for their
customers as well as our business process services; this includes our Content Services, Trust & Safety offering,
which continues to be a growing and significant part of our global business.
As a long-term partner for BFSI clients, we provide integrated front and back-office services, supported by our
proprietary digital solutions. These create seamless CX for our clients’ customers, optimize our clients’
operational costs, and drive their revenue generation.
In addition, our digital consumer engagement offerings enable clients from a variety of industries to navigate
digital complexities through advanced direct-to-consumer (D2C) models, processes, and campaigns.
4
In addition, the Majorel X business (IST Networks, Findasense, and Junokai) is consolidated in the EASA segment.
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2.1.7 Investment case
Majorel: driven to make a difference
We’re differentiated by a particular kind of drive. We are relentless, resourceful, resilient,
agile, energetic, and focused. We are driven to go further to
deliver the continuous
improvement that our clients need, the simplicity that customers expect
, and the humanity
that defines the right brand experience.
A large and growing market
Global scale, local nuance
Global CX market size
$350bn
Locations worldwide
160+
Majorel operates in the global CX market which, with in-house and
outsourced CX, is valued at more than US$350 billion
5
.
The outsourced market alone is worth more than US$10
0
6
. Within
the market, digital CX is growing
particularly fast. We are well
positioned to benefit from market growth, the still relatively low
level of outsourcing, and the increasing share of digital CX services
and digital clients.
Clients are looking for trusted partners with proven capabilities
w
ho can help in their global rollouts and digital transformation.
Majorel’s solutions, and our rapid response to a constantly
changing consumer environment, position us to be a
transformative long
-term partner. Our agility during the pandemic
validated this
.
We also see additional growth opportunities through bolt
-on and
larger strategic acquisitions, because the global CX industry is still
highly fragmented.
Majorel is a major force in the global CX market, with a footprint
spanning from East to West. From
our 160+ locations we service
our global clients’ customers residing in 130+ countries. We are
also one of few international CX providers with operations at scale
in China and have one of the largest footprints in Africa with
currently around 22,000 team
members there alone. Around the
world, we bring authentic personalization and a cultural nuance in
more than
70 languages. This is essential for excellent CX – and
equally important for our Content Services, Trust & Safety business
line, where
understanding cultural context is key.
End-to-end CX services
Deep, long-term client relationships
Experience in delivering amazing end-to-end CX
services
30+ years
Net revenue retention
7
115%
We combine human talent with our deep process expertise,
advanced technology, and data. This enables us to offer a
comprehensive suite of next
-generation solutions, across
Customer Interaction Services, Business Process Services and Tech
& Expert Services. In this way, we encompass every aspec
t of the
customer journey from designing, building, and delivering the best
CX, to expert CX advisory services. We support our clients to
achieve their business goals, and free them to focus on their core
competencies. The Company’s roots date back some 30
years, to
1992, giving us a deep reservoir of knowledge and experience to
draw upon for our clients today.
The deep long-term relationships we have built with our more than
500 clients around the world are one of our biggest assets. Our
clients like to
do business with us, which is underlined by net
revenue retention
of 115% in 2022
8
. A particular strength is the
trust we have earned, often over decades. We are a partner of
choice for both growing Global Internet brands, and leaders in
major
verticals like BFSI, automotive, consumer goods,
telecommunications, and utilities. In a growing market, our proven
operational excellence and domain expertise puts us in pole
position to cross
-
sell additional services and geographies, adapting
to our clie
nts’ constantly evolving needs.
5
Source: Everest Group, Customer Experience Management (CXM) State of the Market Report 2023, December 2022 (hereinafter, “Everest
Group, December 2022”).
6
Source: Everest Group, December 2022.
7
Net revenue retention (NRR) 2022 is defined as net revenue generated by clients in FY2022 divided by net revenue generated by the same
cohort of clients in FY2021 (excluding Mayen, Alembo, Findasense, and IST).
8
Net revenue retention (NRR) including the reduction of COVID-19-related business. Excluding this, NRR was 119% (FY 2021: 116%).
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A financially attractive profile
Multiple growth vectors
Net revenue growth
+19%
Global footprint, countries
45
Majorel delivered strong net revenue growth of +19% in 2022. We
demonstrated
a strong Operating EBITDA margin of 17.8% and
have a robust balance sheet showing a net cash position of €105
million, as of December 31, 2022. Our economic debt at the end of
the
year was €67 million, allowing us strategic flexibility for
inorganic growth.
Our growth in the near and mid-term will come in multiple shapes
and forms. We are targeting further growth from both existing and
new clients. We are now present in 45
countries and are actively
targeting further expansion in the Americas, Eastern Europe, Asia
and Africa, in particular. We will leverage our strong expertise to
innovate and develop new solutions, and our robust M&A pipeline
will fuel our inorganic growth too.
A people-driven company
Digital expansion
Team members
82,000+
Net revenue share of Global Internet clients
52%
CX is all about people – and so are we. We know that happy team
members make happy customers. Which means our clients are
happy
too. This is why we ensure that Majorel is the best home for
talent, and the health and safety of our people is a priority. Our
team members are part of a warm and global family, a genuinely
diverse team of talented individuals. We take care of our people
in
many ways, offering the benefits and personal development
opportunities you’d expect from a global and fast
-growing
organization. During 2022, we welcomed an additional 13,000 team
members to the Majorel family.
Majorel is well positioned to benefit from growth opportunities
linked to digital expansion, in three areas: first, by growing with our
digital
-native clients by leveraging their strong growth; second, by
gaining additional share of wallet; and third, by winning new digital-
native clients. All o
f this increased the share of net revenue from
our Global Internet clients to over 50%. This includes continued
growth in the Content Services, Trust & Safety business. In 2022,
we achieved a net revenue share of 23%, which is already within
the Company’s
mid-term guidance of 20-25%. In addition, we see
new business opportunities for our Tech & Expert Services created
by digital transformation and the launch of Majorel X, and we aim
at a net revenue share for our Tech & Expert Services of 10
-15% in
the mid
-term.
Deep domain expertise
Entrepreneurial DNA
Clients worldwide
500+
First Global Internet client
1998
Our 500+ clients entrust us with their two most valuable assets:
their brands and their customers. They feel comfortable to do so
because they know that we deliver great CX based on our extensive
experience in customer interaction, subject matter, and vert
ical-
specific processes, honed over around 30 years. We support this
expertise with continually refined tools, platforms, and processes,
as well our own innovations in, for example, vertical
-specific BPO
and digital vertical solutions.
We are a company of our times, contributing to the success of
some of the most exciting and fast
-
growing companies in the world
–
we won our first digital-native client in 1998. We share their
vision, sense of adventure and entrepreneurial culture, and serve
their brands wi
th energized, resilient, and resourceful team
members. Our entrepreneurial culture
– captured in our tagline
“Driven to go further”
– leaves space for innovation and positively
encourages team members to voice and pursue ideas, and to bring
their passion t
o get things done.
Driven to go further…
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2.2 CHIEF EXECUTIVE’S REPORT
“2022 was another successful year for Majorel despite the
challenging macroeconomic backdrop. I am very proud of
what we’ve achieved by going further for our clients, their
customers, our team members, and the local communities
where we operate.”
Thomas Mackenbrock
CEO
2022 has been another successful year for Majorel. We have grown in key client segments, continued to hone
our services mix, and utilized our differentiated geographic footprint for best-in-class solutions for our clients.
We have continued to ‘’Go Further’’ for our clients, their customers, our team members, our shareholders, and
the local communities where we operate.
We have delivered every quarter, year-over-year double-digit growth, against a backdrop of more challenging
market conditions. I am very proud of what we’ve achieved, and we will continue to build on this strong
performance to deliver a positive impact for all our stakeholders.
In 2022, net revenue increased by +19% YOY. Like-for-like net revenue growth was also +19% YOY, as the
reduction in COVID-19-related business (€50 million) was mostly offset by the contribution from the acquisitions
of Mayen, Alembo, Findasense, and IST (€47 million). Operating EBITDA of €369 million in 2022, grew by +18%
compared to 2021 (€313 million), with an Operating EBITDA margin of 17.8% (FY 2021: 17.9%).
Through a relentless focus on executing on our proven strategy, we have added 13 new countries in 2022, have
grown business with our existing and new clients, and expanded our workforce by more than 13,000 team
members to over 82,000. We completed several bolt-on acquisitions, expanded our strategic partnership with
one of our leading Global Internet clients and, in December, launched Majorel X as a platform for CX
transformation services.
We continue to be a long-term and trusted partner to many of the world’s leading digital-native brands and
other key verticals such as BFSI, automotive, consumer goods, telecommunications, public sector, and utilities.
Our total focus on meeting their needs and striving to exceed their expectations is a critical factor in our
ongoing success.
Looking ahead, we expect shifting client needs, some softness in demand and continued inflation due to the
challenging and more volatile environment. However, we remain confident that Majorel’s relentless drive to go
further, our operational expertise and our capability in developing deep, long-term relationships with our clients
will be the basis for our continuing success. We permanently strive to be at the very top of our game –
resourceful, resilient, and agile – delivering the reliability our clients need and the care their customers deserve.
Strong growth momentum in all business Segments
Our EASA (Europe, Africa, and South America) Segment delivered net revenue of €1,452 million, an increase of
+13% (FY 2021: €1,290 million). Growth was mainly driven by existing and new clients in Global Internet, as well
as the strong development in our near- and offshore locations in Africa, Eastern Europe, and Latin America.
EASA also includes the COVID-19-related business and the first-time consolidation of Mayen, Alembo,
Findasense, and IST. Adjusted for these effects, the like-for-like net revenue growth in EASA was +13%.
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Our GEMS (Global English, Middle East, and South-East Asia) Segment net revenue increased +38% to €504
million (FY 2021: €364 million). This increase continues to be driven by the Company’s expansion with its Global
Internet clients, particularly in the Philippines, Canada, the US, Malaysia, Egypt, and Kenya.
Our CEA (China and East Asia) Segment delivered net revenue of €124 million, +27% (FY 2021: €98 million), a
contribution of 6% to Group net revenue, in line with management expectations. Growth in CEA was driven by
further expansion of the footprint in China as well as the addition of two new countries Japan and South Korea,
and the continuing growth of digital engagement services, with a focus on consumer products and digital
clients.
Successful strategy execution
Majorel’s proven strategy is driven across four dimensions, and 2022 has seen further improvement in all of
them:
Geographic expansion
In 2022, Majorel further extended its global platform and added 13 new countries to its footprint, enabling us to
offer even more flexible delivery options for our clients and to have access to new markets. This regional
expansion was driven by a mix of organic development, acquisitions, and the expanded strategic partnership
with one of our Global Internet clients. We are now present in 45 countries East-to-West on five continents.
Growth with clients
Our current client portfolio comprises more than 500 clients worldwide from a wide range of industries, with a
particular focus on fast-growing Global Internet and vertical leaders across various industries – like BFSI.
Retaining and growing the business with our existing clients is the bedrock of our success and remains a focus
area for growth. In addition, the Company added more than 60 new client logos in 2022 – a foundation for
nurturing meaningful long-term client relationships for the future.
Innovation has continued to be a key feature of our end-to-end CX solutions offer across all three lines of
business – Customer Interaction Services, Business Process Services, and Tech & Expert Services. This is
especially true for tech-enabled augmentation where, for example, further developments in conversational AI
are informing client discussions.
Moreover, in December 2022, we launched Majorel X as a platform for CX transformation services to address
increasing client demand for an integrated approach. This is a key factor as brands race to stay relevant and
deliver immersive experiences to consumers at every touchpoint. With a talented team of more than 650
passionate individuals across 15 countries, Majorel X combines our strengths in CX Consulting, Technology and
Design & Creative Services. Majorel X is one of the growth drivers for Tech & Expert Services, which we will
continue to develop organically and through selective M&A.
Across all our verticals, we continue to work in true partnership with our clients, and with deep roots built on
mutual trust. In 2022, this resulted in net revenue retention (NNR) of 115% including the reduction of COVID-19-
related business. Excluding this, NRR was 119% (FY 2021: 116%).
Majorel completed its expanded strategic partnership with Booking.com in June 2022
9
, supporting the
Company’s strategic goal of expanding into new territories and further consolidating its existing presence in
current geographies too. This transformative agreement testifies to the benefits of developing deep, long-term
relationships with clients.
Growth through M&A
In 2022, Majorel successfully completed a number of company acquisitions: Mayen, one of Türkiye’s leading
nearshore CX providers (January 2022); Alembo, a CX and BPO company based in Suriname (June 2022);
9
In accordance with IFRS 3, Booking.com CX centers were integrated as a business combination in the consolidated financial statements.
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Findasense, a CX design and creative services company (September 2022); and IST, a leading full-service CX
Technology Services provider (December 2022).
In September, Majorel announced it had discontinued discussions with Sitel regarding the potential merger of
the two companies. Despite completed due diligence and validated synergies between the two companies,
alignment could not be reached on the final structure of the transaction against the background of the
prevailing macro environment.
Progress in all strategic KPIs
In 2022, 52% of net revenue was from Global Internet clients (FY 2021: 45%), achieving our mid-term target of
>50% and including 23% of net revenue from Majorel’s Content Services, Trust & Safety line of business (FY
2021: 21%), in line with our mid-term target of 20-25%.
Tech & Expert Services represented 9% of net revenue (FY 2021: 9%), compared to our mid-term target of 10-
15% and, in line with our previous guidance. The net revenue share from the Telco vertical decreased to 9% of
net revenue at the end of 2022 (FY 2021: 12%) in line with our mid-term target of ~10%.
Offshore delivery represented 43% of net revenue (FY 2021: 39%), compared to our mid-term target of 45-50%.
Celebrating our diversity and nurturing the best talent
Everyone at Majorel shares a very particular kind of drive that’s captured in our Company tagline – ‘’Driven to go
further’’. This entrepreneurial culture unites our team members worldwide and is something that we cherish
and will continue to nurture, since it’s the very heart of the Majorel difference. And one of the key reasons why
clients choose Majorel as their trusted long-term partner.
At the very heart of this unique spirit is our diversity, which is something that we leverage every day to drive our
success. In November 2022, we carried out our annual global employee survey. This year, we partnered with
‘’Great Place to Work’’ (GPTW) for the first time and were particularly proud to have achieved GPTW certification
status in 26 of the 38 participating countries.
I am proud that during 2022 we have continued to grow the two flagship projects we identified in 2021: Majorel
Women and the Majorel Impact Sourcing Standard. Majorel Women aims to build an inclusive and collaborative
community to discuss and raise awareness of the unique issues that women face in the workplace. This includes
training, professional, and personal development opportunities, and networking. The Majorel Impact Sourcing
Standard continues to play an increasingly important part in Majorel’s recruitment strategy, giving
disadvantaged groups career opportunities that lead to economic self-sufficiency, skills development, and
professional advancement.
Well-being and resiliency
While the peak of the COVID-19 pandemic is behind us, it is still part of everyday life, in various shapes and
forms, around the globe. It’s also changed the way people work in terms of how and where. At the end of 2022,
the percentage of team members who are also working from home reduced to around 42%, enabled by Majorel
Anywhere.
The safety, wellbeing, and personal development of our team members remain a primary objective, enabled by
Majorel Feel Good, our global wellbeing and resiliency (W&R) program. We continuously strive to improve our
operations and process and have further strengthened this program, which receives high praise from our team
members, clients, and industry commentators.
W&R is a key feature of our Content Services, Trust & Safety operations, which continue to be a significant part
of our differentiated offer. We strongly believe that the value-added services we provide to our clients in this
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17
area - such as content moderation services, data labeling, data tagging, advertisement checks, quality
assurance, and policy adherence - support our clients in making the internet a safer place for everyone.
Supporting our communities
We were very saddened by the war in Ukraine and put many practical initiatives in place to support the
alleviation of suffering. In addition to helping our team members affected by the crisis, Majorel made donations
to humanitarian non-profit organizations.
Following the devastating earthquakes in Türkiye and Syria in February 2023, we were especially concerned for
the safety of our Majorel team members, and their families directly affected at our locations in Adana,
Diyarbakır, Kayseri, and Elazığ. In addition to the direct and financial support we gave to our team members,
Majorel donated to a local NGO involved in search, assist, and rescue. We were impressed by the response of
colleagues from all around the world who supported our team members in need.
Both tragedies emphasized the fact that at Majorel, we are all family. It has never been more important to look
out for each other and to do what we can at this very troubling time for our friends, colleagues, and local
communities.
Thank you
My heartfelt thanks go out to every single one of our 82,000 team members around the globe. They are the
direct connection between our clients and their customers, driving customer experience and brand loyalty.
The strong performance we are reporting today would not have been possible without their individual talent,
expertise, and commitment. Working as #OneTeam, their effort has been characterized by true collaboration,
constant innovation and drive. Their commitment has been exceptional.
Naturally, I also extend my thanks to our clients – for entrusting us with the care for what is most important for
them, and for choosing to grow with us. You can be assured that we will continue to put our everything into
providing excellent experiences for your customers and catering to your current and future needs.
Finally, I’d like to thank our investors for their continued trust in Majorel. We are all committed to creating
sustainable value for our shareholders, and I look forward to reporting on our progress.
Thomas Mackenbrock
CEO
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2.3 CHAIRMAN’S STATEMENT
"It’s been another remarkable year for Majorel. The
company has consistently over-delivered on its targets.
This has been driven by its outstanding strategy execution
and unique entrepreneurial culture that’s relentless,
resilient, and resourceful. Put simply – driven to go
further.”
Moulay Mhamed Elalamy
Chairman
Dear Shareholders,
2022 has been another remarkable year for Majorel. The Company has consistently over-delivered on its targets.
This is especially pleasing given the more volatile global macro-economic conditions, and I would like to take this
opportunity to congratulate the Majorel team, and to thank them for their drive, performance, and passion.
Resilience during global economic uncertainty
As I write, the whole world continues to face significant economic, political, and environmental uncertainty. The
ongoing war in Ukraine, rising inflation, and the recent earthquakes in Türkiye and Syria, are just a few examples
of the challenges that international businesses are dealing with today.
Fortunately, Majorel’s agile way of working, large client base, and diversified geographic footprint, have allowed
us to remain flexible and resilient in the face of this rapidly evolving business environment. As a result, we are
proud to report significant growth in 2022, with a like-for-like net revenue growth of +19% and an Operating
EBITDA of 369 million.
Our goal now is to maintain this strong position by continuing to perform at the very top of our capabilities,
whilst remaining alert to the challenges and opportunities that lie ahead. We recognize that the world is
constantly changing, and we are committed to adapting and evolving our strategies to ensure our long-term
success.
We believe that agility and resilience are essential to thriving in a constantly changing business environment. We
remain committed to leveraging our strengths and expertise to create value for our clients, employees, and
shareholders, while also making a positive impact on the world around us.
Long-term client relationships built on mutual respect and trust
At Majorel, the safety, wellbeing, and engagement of Majorel’s team members is crucial to our success. By
prioritizing our employees' needs, we ensure that the quality of our work is best-in-class, and our relationships
with clients are long-lasting.
Our clients know they can trust us to not only meet their expectations, but also exceed them. We are committed
to go the extra mile and delivering on our promises. This client-centric approach is deeply embedded in our
culture, and our high client tenure is testament to our commitment.
We share our clients’ goal of making a positive impact on the world. Whether it’s through our services that
promote impact sourcing and internet safety, or our environmental sustainability and community support
programs, we strive to create a better world for everyone. Additionally, our proactive approach to promoting
wellbeing and DE&I (Diversity, Equity & Inclusion) reflects our dedication to making Majorel a truly inclusive
workplace.
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19
We are proud to have created thousands of jobs and career opportunities around the world. Our team's
outstanding execution of our proven growth strategy has allowed us to continue to expand and create more
opportunities for people to join us on this journey.
Annual General Meeting 2022
On June 20, 2022, we hosted our first Annual General Meeting as a listed company. It approved the statutory and
consolidated accounts dated December 31, 2021, and all proposed resolutions, including the proposed dividend
of € 0.32 per share.
Corporate Responsibility, defined, focused, impactful
At Majorel, we are committed to doing the right thing, and Corporate Responsibility (CR) is an integral part of our
company vision. Specifically, ‘we aim to make a positive impact on the world around us’. We recognize that CR is
important to investors, analysts, clients, and our own team members. As a result, it plays a critical role in our
employer brand, for attracting and retaining top talent. I am pleased to report that Majorel has made significant
progress in CR.
We are particularly proud of our global DE&I charter “We Are One”, which aims to promote the best practices and
celebrate the benefits of our truly diverse workforce.
We also prioritize the wellbeing of our employees. We continually work on improving our Feel Good programs
with tangible initiatives, such as providing access to group gym classes, offering healthy food options, and
providing relaxation rooms on site.
Supervisory Board developments
At Majorel, we are proud to have attracted a high-quality group of directors to our Board. Our Board members
are seasoned professionals with diverse backgrounds and cultures, bringing a wealth of complementary skills
and experiences. We are pleased to report that our Board comprises of directors from five different nationalities,
with an average age of 49, and almost half of them are women.
We are committed to broadening and deepening the experience of our Supervisory Board. In 2022, we
appointed three new members to the Supervisory Board, further strengthening our team. We are confident that
these new members will bring fresh perspectives and valuable insights to our Board, helping us to achieve our
strategic objectives.
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20
We believe that the diversity and expertise of our Board members is a key strength of our organization. By
bringing together a group of highly talented individuals, we are able to leverage their collective knowledge and
experience to drive our company forward. Our three new members will bring an interesting new expertise to
Majorel:
Anne Marie Magis
Has a strong background in both
banking and change management and
her recent assignments include strategy,
innovation, digital banking, and agile
transformation. She is currently Head of
Execution Office at ABN AMRO Bank N.V.
and responsible for managing the
execution of the strategic change
portfolio on behalf of the Executive
Board.
Maud de Vries
Is currently Chief Legal and Human
Capital Officer at OCI N.V., where she led
strategic initiatives to design, redesign
and strengthen the group’s global legal,
compliance, governance, and HR
frameworks and responsible for the
company’s Corporate Governance,
Compliance, Legal, HR and Government
& Public Affairs. She also champions
OCI’s global Diversity & Inclusion efforts.
Geoffroy Dedieu
Has over 25 years of experience as a
lawyer, wealth manager and senior
executive of family-controlled
businesses operating in emerging and
frontier markets. He holds an LLM
(National University of Singapore), an
MBA from INSEAD, and a Masters’ in
International Environmental Law. He is
currently the Chief Investment Officer of
Saham Management Company and
Saham Customer Relationship
Investments Ltd.
Investor relations
Majorel has finalized its first full year of being a listed company. We have very much appreciated the regular
interactions with our shareholders and are always excited to share our story.
On the basis of feedback from investors, Majorel has stepped up its investor relations activities, in relation to
both present and future investors. In that context, Majorel is continuously exploring options to increase the
liquidity of the stock to attract a broader shareholder base.
Thank you
I would like to take this opportunity to thank everyone at Majorel for their extraordinary commitment to the
Company: operating as one team, united, and totally focused on one goal – delivering the best customer
experience.
I would also like to commend the team for its solidarity in the face of adversity. For example, the support of our
co-workers in Türkiye and our colleagues from Syria, affected by the recent earthquakes has been
heartwarming.
Furthermore, a big thank you to Majorel’s clients and its shareholders for continuing to place their trust in our
company. And lastly, to the Management Board, for our excellent collaboration, that underpins our continuing
success.
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I am very proud of Majorel’s achievements in 2022 and look forward to the next phase of Majorel’s journey as a
global CX leader.
Moulay Mhamed Elalamy
Chairman of the Supervisory Board
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2.4 A GLOBAL CX LEADER
We design, build, and deliver end-to-end customer experience (CX) for many of the world’s most respected
digital-native and vertical leading brands.
2.4.1 MARKET OVERVIEW
Consumer markets have never been so dynamic, and the ability to delight customers with the right CX is a vital
differentiator and competitive advantage.
It is also the basis for forging long – and sometimes lifelong – relationships between a brand and its customer
base.
Technology and the internet have transformed the way consumers engage with businesses. Today’s interactions
are infinitely more diverse than simply calls to contact centers. Customers expect to be able to solve their
queries at any time and through the channel that is most convenient for them. Therefore, good CX has
developed into omnichannel, providing a seamless experience across multiple channels such as mobile apps,
chat and instant messaging, email and social media, in addition to voice interaction.
With this migration to digital channels, which was further accelerated by the COVID-19 pandemic, CX has also
become a key driver of brand equity. This market environment, combined with technological innovation, has
created new service opportunities that encompass the entire brand experience, including CX consulting,
customer journey design, direct marketing automation, data annotation and data labeling, as well as Content
Services, Trust & Safety.
By augmenting human talent with digital technologies and data, CX players have been able to support next-
generation business processes such as human supervised machine learning (ML) processes and full-stack
omnichannel customer engagement.
As clients look to maximize the capabilities of digital solutions to manage their brand experience, both digital-
native brands and vertical leaders turn to specialist CX service providers like Majorel. We create a customer
experience that is consistent, personalized and integrated across any channel that customers may choose.
The market opportunity
Majorel is a global CX specialist in a market valued at US$101-103 billion in 2021
10
. This is the current size of the
global outsourced CX market, which is estimated to grow by 7%-9% from 2021 to 2022 (US$109-111 billion)
10
.
However, with outsourcing accounting for only 30% of all CX expenditure (in 2021)
10
, it is a market that remains
significantly under-penetrated. More than $240 billion
10
of the total addressable market currently remains
serviced by in-house teams, which is a significant opportunity for further growth.
Within the market, digital segments are showing high growth. The need to digitalize processes to reflect
consumer preferences has driven up demand for digital CX services, which combine digital concepts and tools
with high-touch human intervention to transform the customer experience. This digital segment is also expected
to witness continued double-digit growth going forward
11
.
In addition, Content Services, Trust & Safety offerings, which exist to help ensure that digital platforms are safe
for everyone, reached a market size of $7 to $7.5 billion in 2021
12
. Among many drivers has been the
proliferation of user-generated content on digital platforms, driving expected double-digit growth in the years
ahead
11
.
Industry trends
Several trends are currently shaping the CX industry.
10
Source: Everest Group, December 2022.
11
Source: Everest Group, 2021.
12
Source: Everest Group, Trust & Safety State of the Market Report, August 2022.
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Elevated consumer expectations. With technology in their hands and an on-demand culture, consumers have
more information, choices, and influence than ever before. They expect to engage with brands at any time, on
any device and on the channel of their choice. Brand perception is no longer determined by individual
touchpoints, but rather by the entire consumer experience. Brands therefore need to seize the advantages, and
minimize the risks, that come in an always-on digital world. Facing these new realities, companies across all
industries are engaging specialist CX solution providers to design and manage best-in-class customer
experience.
Customer experience as a key driver of brand equity. With products becoming increasingly
interchangeable, customer experience has become a vital point of difference. Companies are exploring new
ways to provide meaningful and intuitive interactions that reflect the intentions and characteristics of individual
consumers. Brands that maintain a merely transactional approach are losing value, while those managing
experiences holistically across the consumer lifecycle can become an indispensable part of their lives.
A shift to CX leaders. In shifting their focus to managing customer experiences along the entire lifecycle,
brands are increasingly realizing the need for a fundamental change in their operating model: front- and back-
end processes need to be managed holistically and enabled by the latest technology to deliver the desired
results. However, they may not have the in-house expertise to build the technology and process architecture
they need. Instead, they are consolidating activities with integrated CX solution providers that combine deep
domain expertise, process know-how, innovative consulting, and profound IT/technology capabilities, as well as
extensive skills in managing large scale operations.
Growth of digital and global companies. Next-generation brands are expected to continue their trajectory of
growth and international expansion, which makes capturing market share critical. In addition, a focus on their
key competitive advantage is strategically important. Hence, we see a continuing demand for reliable CX
providers that are able to scale quickly across the world, with quality, innovation and efficiency, thereby
becoming long-term growth partners.
Content Services, Trust & Safety is an evolving space driven by content volume growth and variety, including
the rise in niche languages on the internet. These tailwinds have been bolstered by emerging growth vectors
such as a globally dynamic regulatory landscape and evolving ESG mandates. Socially responsible, professional
content services which put the health and wellbeing of team members at the forefront, will be key in supporting
growing demand in this area.
Development of generative AI. Recent developments in generative AI could hardly go unnoticed as these
have been enthusiastically adopted by millions around the world. This recent progress confirms the digital
developments in the industry. Harnessing their real value to allow for new user experiences and to enhance
supporting processes (for example, agent augmentation) will be key in the coming years.
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2.4.2 BUSINESS MODEL
Our strengths
drive us to go
further…
Passionate team members
Our more than 82,000 team members across 160+ sites are passionate
about delivering great CX. They are resourceful, resilient, agile, energetic,
and focused, with a can-do-attitude and a drive to get things done. They
truly act as #OneTeam and are fun to work with. In order for our
team members to excel, we provide a positive working
environment and continuously invest in developing, retaining
and promoting the right talent.
Long-term client
partnerships
We ‘become’ our clients, in two
senses. We are trusted to act as
an extension of their brand,
interacting with, and looking after,
their customers every day on their
behalf. But more than that, we
evolve and grow with our clients,
creating long and fruitful
partnerships, in some cases,
decades-long. In the case of one
leading insurance company, our
tenure is now over 25 years.
End-to-end capabilities
We combine human talent with
our deep process expertise,
advanced technology, and data.
This enables us to offer a
comprehensive suite of next-
generation solutions, across
Customer Interaction Services
and Tech & Expert Services. In
Business Process Services we
offer leading Content Services,
Trust & Safety as well as
managing end-to-end vertical-
specific business processes. We
add value to our clients’
operations and enable
them to focus on their
core competencies.
Digital native
Digital is Majorel’s heartland and
more than half of our business
comes from digital-born clients.
We augment our human talent
with technology and digital tools,
such as analytics and automated
interactions, that optimize the
customer experience. Our
innovative Tech & Expert
Services deliver a slick and
seamless experience through
specialized CXaaS services, CX
consulting, design and
technology, vertical digital
solutions and digital
consumer engagement
services.
Deep domain expertise
Every sector has its own highly
specific characteristics, and every
brand has a signature style of its
own. We are experts in both
industry-specific processes and
individual client needs. This
enables us to customize our
approach to meet those needs of
sector and client alike – and to
deliver great CX. We are entirely at
home in a diverse selection of
verticals, including Global Internet,
BFSI (with the stringent security
they clearly require), automotive,
consumer goods,
telecoms, and utilities.
A truly global
footprint
Our East-to-West presence
spanning 45 countries and 160+
sites enables us to deliver CX
that is attuned to local culture
and needs, to customers from
130+ countries. Our footprint
includes a strong presence in
China, and one of the largest CX
footprints in Africa.
Operational
excellence
We support our delivery model
through a relentless focus on
operational excellence. We have
dedicated our entire
organization and culture to
maintaining our high standards
and the continuous optimizing of
our performance. In order to
deliver the CX that our clients
expect, we focus on three
aspects: customer satisfaction
and quality, optimization and the
harmonization of processes,
tools, reporting and
organization.
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25
…supporting our diverse, client-centric proposition…
…to drive value
creation for our stakeholders
Our value creation for our stakeholders
People
We provide high-quality employment, training,
and career development for around 82,000
team members worldwide. In Africa alone, we
are an attractive employer for around 22,000
talented individuals.
In 2022, we welcomed 13,000 additional team
members to the Majorel family.
Shareholders
We are committed to creating shareholder
value. For 2022, our Operating EBITDA was
€369 million (2021: €313 million). Our
Operating EBITDA margin has decreased by
10 basis points (bps) to 17.8% (2021: 17.9%).
Career opportunities for additional team members
13,000
Operating EBITDA
13
€369 million
Communities
Community outreach and volunteering
programs at 160+ sites across five continents,
with our team members making a real
difference to their local communities.
Clients
We serve our clients’ customers in 130+
countries. In our 2022 client satisfaction
survey, the highest ratings we received were
for the way we manage customer
relationships and our flexibility.
Local communities
160+
Consumer reach, countries worldwide
130+
13
For more information, see APM section on page 79.
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26
2.4.3 STRATEGY
Our strategy for expansion and growth
We are proud of our reputation, client base, and status as one of the leading global players. Nevertheless, it is in
our culture that we never stop improving, honing the machine, and looking to grow.
Below, we outline how our strategy comprises five key areas of focus.
2.4.3.1. Increase our differentiated global footprint
We offer our clients a comprehensive presence in every major market from East to West: from Asia to Africa, and
from Europe to the Americas. Our ambition now is to densify that presence still further as we seek to grow our
business with existing and new clients.
We will continue to expand and deepen our geographic footprint in places that can satisfy our key criteria:
access to diverse, skilled talent, market share of clients, benefit to clients, competitive density, convenience of
location, and an ability to deliver our services over multiple time zones and in multiple languages.
While we typically look to partner with a client when entering a new country, we are also prepared to pursue
strategic investments independently.
As part of this strategy, we seek to:
• further increase our European footprint, growing our multilingual hubs in, for example, Eastern Europe, as
well as opening up new countries;
• increase our global English and Asian languages by expanding in Asia;
• continuously evaluate opportunities to increase our onshore presence in East Asia;
• leverage our significant footprint in Africa with new locations in Sub-Saharan Africa, expanding our offshore
offering to cover global English, French and African languages;
• reinforce our presence in the Americas, in particular, Latin America as a beachhead for US nearshoring,
our Spanish/Portuguese language offering, and global customer local markets; and
• further leverage the benefits of Majorel Anywhere.
2.4.3.2. Drive further growth with existing clients, and win new clients
We are proud to serve more than 500 clients across the globe, and of being a partner of choice for fast-growing
Global Internet brands, leaders in major industries, and upcoming startups.
Although we target growth from all verticals, our particular focus is to play to our proven strengths in Global
Internet and BFSI.
We have shown significant growth from existing clients and want to maintain this momentum. To grow further
with our clients, we:
• seek to deepen and expand our existing relationships by systematically cross- and up-selling our services
along our value chain; in particular, our Content Services, Trust & Safety offering, our vertical BPO Services
and our Tech & Expert Services;
• aim to support our clients in their business transformation plans, including by expanding into new
geographies and via portfolio expansion;
• will leverage the deep insights and expertise that we gain in strategic partnerships to identify opportunities
to innovate and develop new business solutions that address their evolving needs. We pursue a digital-first
approach.
To win new clients, we will also focus on our proven strengths in the Global Internet, BFSI, automotive, consumer
goods, utilities, and telecom industries, targeting vertical leaders as well as digital disruptors.
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To this end, our dedicated regional and global sales teams will seek to generate new business with national
companies and global accounts. Majorel succeeded in adding more than 60 new logos to its client portfolio
during 2022.
We have further evolved our MajUp™ business, a tailored set of CX services designed for the evolving needs of
startups, and launched Majorel X as a platform for CX transformation services, combining CX Consulting,
Technology and Creative & Design Services.
2.4.3.3. Innovate fresh solutions and drive digital improvements
By combining human talent, process expertise, and technology, we will build on our position as a transformative
partner.
Customer Interaction Services: we leverage our CX heritage to optimize existing technology and implement
new tools for omnichannel solutions and omni-language support. By continuing to enhance sophisticated sales
and marketing services, we seek to generate additional revenue for our clients.
Business Process Services: we continue to grow our Content Services, Trust & Safety practice – which
contributed with 23% to our net revenue in 2022. We play an essential role to society in helping to keep the
internet safe for everyone. Our priorities here are threefold: to ensure the health and wellbeing of our team
members; to continue to expand our service portfolio; and to constantly innovate in close collaboration with our
clients and external partners. As part of Business Process Services, we are also driving our vertical BPO services,
which increase clients’ process efficiency and revenue while reducing operating costs.
Tech & Expert Services: we are driving further growth, particularly in our digital consumer engagement
solutions (which include the design, build and delivery of direct-to-consumer - D2C - and various digital
marketing approaches) and through Majorel X. Its portfolio spans CX Consulting, Technology, and Design &
Creative Services, combining the resources and expertise of three Majorel acquisitions with Majorel’s long
experience of implementing CX for leading brands across the world. In addition, we constantly enhance and
expand our portfolio of vertical digital solutions and tech enablers, especially for our BFSI clients and in the area
of integrated document management.
2.4.3.4. Accelerate growth across regions, clients, and services through M&A
We will continue to complement organic growth, our primary driver of increasing revenue in 2022, with carefully
selected M&A activities. Following our successful acquisitions in 2022, we continue to evaluate an attractive set
of potential targets. Our strategy is disciplined, focusing on creating value for our shareholders and further
supporting the growth and transformative needs of our clients.
These are interesting times, as the CX landscape remains highly fragmented and offers many strategic
opportunities. We plan to take an active part in the ongoing consolidation as the industry enters a new phase.
At the close of 2022 we had a solid pipeline of potential acquisition targets. Amongst these are interesting
opportunities that would further widen the scale and scope of our Tech & Expert services in areas such as CX
consulting, vertical digital solutions, CX analytics, digital consumer engagement and CX technology
transformation. As well as other targets that would either serve our goal to expand geographically, further
diversify our client base or allow us to gain additional expertise for our business process services.
2.4.3.5. Leverage our diverse corporate culture to further strengthen our market position
We are passionate that our culture of responsibility to our people, society and the environment is not only the
right thing to do; it also enables us to grow better as a company, as #OneTeam and as a great home for talent.
We want to be the employer of choice for talent, making a positive impact on lives and communities.
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28
The diversity of our team members is one of our key competitive advantages and is part of our DNA. Diverse
teams deliver better outcomes for our clients and their customers, and we see this first-hand in tens of
thousands of interactions every day. This is why we encourage everyone at Majorel to be themselves, and we
invest significant time and effort in our diversity, equity and inclusion program called “We Are One”.
Diversity also extends to people who are often overlooked when it comes to traditional recruitment. Through
our impact sourcing programs, we reach out to people in disadvantaged circumstances – whether socially,
economically or through disability – to give them a path into a meaningful career.
As part of our talent management, we support our team members throughout their careers. We invest
continuously in our team members through comprehensive skills training and provide platforms for education
to help everyone to be the best they can be.
All the while, our team members’ wellbeing and resiliency are a priority of our people strategy. This is particularly
important for those working in Content Services, Trust & Safety, who are supported, if needed, through a global
network of support specialists. And right across the business, our global Feel Good program promotes general
physical and mental wellbeing in an environment that helps everyone develop professionally and personally. This
program is specially designed to meet the support needs of our team members while promoting a work
environment driven by our values: Creativity, Excellence and Respect. It is a global, bottom-up initiative that
empowers our people to create custom wellness and engagement activities for local team members at any
Majorel location around the world.
Our team members also find inspiration in all kinds of activities, from volunteering to give time for our social
programs and environmental projects, to driving the Company’s ambition to be climate-neutral by 2030.
2.4.4 RECOGNITION AND AWARDS 2022
It is always pleasing to gain the recognition and endorsement of our expert industry peers and clients, and
Majorel was proud to receive multiple citations and awards in 2022.
RECOGNITION AND AWARDS 2022
Majorel named as a global Leader in Content Services, Trust & Safety for the
second year running
Majorel was delighted to announce that it
has been named by Everest Group as a Leader
in its report “Trust and Safety
– Content Moderation Services, PEAK Matrix® Assessment
2022”, for the second year running. “Majorel has developed deep expertise across the
entire Trust & Safety services spectrum,” s
aid Abhijnan Dasgupta, Practice Director,
Everest Group. “It continues making significant investments in work acceleration tools to
assist the moderators in reviewing content of varying complexities. Majorel also has a
large presence in unique delivery loc
ations such as Africa that makes it attractive to
clients. These are some of the factors that have contributed to Majorel’s positioning as a
global leader.”
Majorel rated as one of the top three providers in the European market
Frost & Sullivan, the international research and consulting firm, rated Majorel as one of
the top three CX providers in the European market in its report “Frost Radar
™: European
CX Outsourcing Services, 2021”. Federico Teveles, Industry Analyst at Frost &
Sullivan,
said: “Majorel is a market leader in EMEA, having developed cutting
-edge technologies,
gained deep knowledge of local and regional cultural and regulatory requirements, and
identified attractive locations that ensure access to a skilled workforce
. It has one of the
most comprehensive and geo
-diversified footprints of the industry, with multiple options
for site locations in Western Europe, Eastern Europe, Africa, the Middle East, Asia, the
Americas
, and APAC.”
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29
Star Performer in Global CXM
In July, Majorel was recognized as a “Star Performer” by Everest Group, in its Customer
Experience Management (CXM) Services PEAK Matrix® Assessment 2021, an annual
global review of CX vendors. It only confers the Star Performer title on providers that
dem
onstrate the most significant positive improvement year-on-year on the PEAK
Matrix®, in Vision and Capability and Market Impact. In the 2021 report, Majorel is one of
only four providers to be accorded this status, from a total of 40 companies. In particul
ar,
clients acknowledged that agility and flexibility, cost efficiency, process improvements,
relationship management, low
agent turnover, team stability and robust technology
support were the key benefits of partnering with Majorel.
Majorel selected as Euronext Tech Leader
Euronext Tech Leaders is a new initiative dedicated to highlighting the visibility and
attractiveness of high
-growth and leading tech companies towards international
investors. It comprises around 100 tech companies listed on one or s
everal of the seven
Euronext markets. The criteria for inclusion include: companies with a strong tech DNA; a
minimum market capitalization of EUR 300 million; and a minimum level of growth over
three years according to revenue levels and/or significant am
ounts raised. Majorel’s
inclusion in Euronext Tech Leaders confirms the Company’s strong track record of
technology innovation and focus on serving many of the world’s most respected digital
-
native brands across the world.
Majorel also received many regional awards during 2022, including a Platinum Contact Center Award – Best
Customer Experience and “Lauréat Bronze” at the CX Awards 2022 for a customer data security co-built by
Majorel with one of its vertical-leading clients.
2.5 CORPORATE RESPONSIBILITY
We see Corporate Responsibility (CR) as a fundamental part of Majorel’s DNA and a natural extension of the
Company’s core values – Creativity, Excellence and Respect.
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30
We have made significant progress towards our CR goals in 2022, making a positive contribution to the
wellbeing and prosperity of our team members, our local communities, our environment, and wider society. In
addition to building on the many programs and local impact initiatives already in place, we further developed
our CR strategy – inspired by the United Nations’ Sustainable Development Goals – including defined KPIs
designed to meet CR expectations at each of our geographies and quantitative KPIs to monitor success globally.
Looking ahead, growing responsibly will remain a key part of our business strategy and decision making.
In addition to its comprehensive global CR program, Majorel has continued to grow two flagship projects during
2022 – the expansion of Majorel Women and the Majorel Impact Sourcing Standard.
Majorel Women
Majorel Women is an employee resource group (ERG). The purpose of this group is to build an inclusive and
collaborative community at Majorel to discuss and raise awareness of the issues that women face in the
workplace. Additionally, we provide training, professional and personal development opportunities, and
networking. Women comprise 55%
14
of the workforce at Majorel. Additionally, we continued the DE&I Awareness
Days and monthly awareness and sharing sessions.
Majorel Impact Sourcing Standard
Impact sourcing continues to play an increasingly important part in Majorel’s recruitment strategy, giving
disadvantaged groups career opportunities that lead to economic self-sufficiency, skills development, and
professional advancement. Majorel runs many of these initiatives across its global footprint.
Through this initiative we were able to increase the extent of impact sourcing for our clients. The
implementation of the Majorel Impact Sourcing Standard typically leverages multiple channels. This includes
working in close partnership with local organizations such as disability advocacy associations, workforce
development boards, employment agencies specializing in under-represented populations, and local community
groups.
Supporting communities affected by conflict or natural disaster
Helping those around us in times of need has always been a core value and a top priority for Majorel.
We are all devasted by the deeply saddening situation in Türkiye and Syria following the earthquakes in February
2023. Naturally, we were especially concerned for the safety of our Majorel team members and their families
who were directly affected at our locations in Türkiye and for our colleagues from Syria with friends and families
there.
Our team reached out to our colleagues living in the affected region to offer any support we could. Many of
them had lost their homes (or their homes were badly damaged), and we opened two of our service centers as
emergency shelters where we provided warmth, food, and other essentials.
In addition to the direct and financial support we gave to our team members, we have a responsibility to the
wider community. Therefore, Majorel made a donation to AKUT, a voluntary local NGO involved in search, assist
and rescue.
In the face of the ongoing war in Ukraine or the Armenia-Azerbaijan military conflict our teams are taking actions
to provide financial and humanitarian resources to help to the vulnerable groups affected. First and foremost,
we focus on the safety and wellbeing of our colleagues and their extended families who are affected by
traumatic experiences.
In addition, we worked hard to support refugees from Ukraine in practical ways, including collecting donations
for urgent supplies like food, first aid kits, medicines, medical equipment, sleeping bags and mattresses, and
hosting affected families.
14
Source: Majorel Employee Survey, November 2022.
Annual Report 2022
31
Majorel donated and topped up the amounts donated by team members, in addition to supporting
organizations such as the Estonian Refugee Council, Polish Humanitarian Action and the Romanian and
Armenian Red Cross.
Learn as One Community – Diversity, Equity, & Inclusion
We celebrate diversity all year round, making it a focus to continuously learn from each other and be better as
teams and individuals.
For example, in 2022 we invited external experts and our internal subject matter experts to raise awareness of
and support the Majorel LGBTQI+ community. Together with our local Majorel Feel-Good Communities, our
teams learned about the main milestones concerning LGBTQI+ rights, sexual orientation, gender identity and
expression (SOGIE) and exchanged inspiring stories.
Hybrid working
Large parts of our workforce continued to work from home in 2022, in response to the ongoing COVID-19
pandemic. The opening of fully remote Majorel hubs, such as in Greece, or hybrid and remote projects through
the Majorel Anywhere program, adds to our aim of reducing employee CO
2
footprint by reducing employee
commute where possible.
Global employee survey 2022
We are driven by our people, and we value the voices of our team members. In 2022 we organized our global
employee survey first time together with Great Place to Work
. We saw some great results – with a high global
participation rate of 73% - and we are very proud to have achieved high scores for being a very diverse and fair
organization with a high sense of community. We additionally have great strengths when it comes to
camaraderie, hospitality, and team-spirit. We are delighted to report that 26 countries out of the 38 countries
that participated, are eligible to get the Great Place to Work certification in 2023.
Environment
Energy management is an important part of Majorel’s CR agenda and the Company’s ambitious three-step
program is on track to reduce Scope 1 and 2 greenhouse gas (GHG) emissions. Thanks to our initiatives, Majorel
has achieved 100% renewable electricity during 2022 by a combination of our energy management initiatives,
increased use of renewable electricity supply, and in countries where renewable electricity is not yet available,
CO
2
consumption has been offset by certificates.
There have been no significant environmental or employee-related issues during 2022. The information for the
Combined Non-Financial Statement (compliant with the European Directive 2014/95/EU and provisions by the
law of July 23, 2016, regarding the publication of non-financial and diversity information in Luxembourg) can be
found in the annual report of Bertelsmann SE & Co KGaA, Majorel’s consolidating shareholder. Further
information on Majorel’s non-financial information can also be found in the GRI (Global Reporting Initiative)
reporting of Bertelsmann SE & Co KGaA on Bertelsmann.com.
2.6 INFORMATION ABOUT MAJOREL LISTING AND SHARES
Majorel Group Luxembourg S.A. is a public company registered in Luxembourg with a listing of shares on
Euronext’s Amsterdam Stock Exchange (AscX), since September 24, 2021, under ticker symbol MAJ (Bloomberg
code: MAJ:NA, ISIN code: LU2382956378, Reuters code: MAJ).
Since the listing, the free float has remained at 20.1% of Majorel Group’s issued share capital, with the
remainder of the issued share capital being held by Bertelsmann Luxembourg S.à.r.l. (39.5%), the Saham
Shareholders (39.5%), and senior executives of Majorel (0.9%).
Annual Report 2022
32
The listing has raised our public profile and influenced the way we communicate with all relevant stakeholders.
Majorel will continue to issue financial information twice a year (full and half year results) and provide a trading
update at the end of the first (Q1) and third quarter (Q3). Following the audited full and reviewed half year
results publications, we arrange meetings with the press, host an investor and analyst call and engage in
meetings with investors both virtual and in person. Throughout the year, we schedule roadshows and attend
investor conferences.
In June 2022, we organized our first capital markets day in London, which was attended by analysts and
institutional investors. Presentations were made by the Management Board and our senior leadership.
Share performance 2022
On December 30, 2022, the closing price of a Majorel ordinary share on Euronext Amsterdam was €20.5, a
26.5% decrease compared to €27.88 on December 31, 2021.
For more information on all investor relations related topics, please refer to our website: ir.majorel.com.
Annual Report 2022
33
2.7 FINANCIAL REVIEW
15
“I am very proud that Majorel has overachieved on its financial
targets for 2022. Total net revenues of €2,080 million for the year
represent a +19% increase over 2021, and Operating EBITDA
reached €369 million. In addition, Majorel generated free cash
flow of €141 million and the net cash position at the end of the
year was €105 million, allowing us strategic flexibility for
inorganic growth.”
Otmane Serraj
Chief Financial & Shared Services Officer
Majorel has successfully delivered another year of revenue growth and increased profitability. Net revenue has
grown by +19% to €2,080 million and Operating EBITDA has increased by +18% to €369 million. EBIT for 2022
amounted to €239 million and Group profit of €170 million. Earnings per share (EPS) were €1.69
16
. A dividend
payment, in line with the dividend policy of 30-50%, will be proposed at the AGM scheduled for June 2023.
Majorel generated free cash flow
17
of €141 million. Our net cash position at the end of the year was €105 million,
allowing us strategic flexibility for inorganic growth.
During 2022, Majorel completed number of acquisitions
18
: Mayen (January 1); Alembo (June 2); Findasense
(September 1); and IST (December 2). Their financial contribution in FY 2022 is reflected in the EASA business
Segment. Further, in June 2022 we completed our expanded strategic partnership with one of our leading
Global Internet clients, which contributed to our growth in all segments.
2.7.1 Revenue
Revenue for the Group in 2022 was €2,100 million, representing an increase of +16% compared to 2021 (€1,811
million). We see positive developments in particular with clients in Global Internet, Utilities, BFSI, and Consumer
Goods.
The growth was supported by the integration of the acquisitions, which largely compensated for the decline of
COVID-19-related business.
2.7.2 Net revenue
Net revenue in 2022 was €2,080 million, which represents an increase of +19% compared to 2021 (€1,752
million). As with revenue, growth was supported by the contribution of the acquisitions of Mayen, Alembo,
Findasense, and IST completed in 2022 (€47 million), which mostly compensated for the decline of COVID-19-
related business (€50 million) compared to 2021.
Like-for-like net revenue growth corresponds to net revenue growth year over year, adjusted for certain specific
non-recurring items. For 2022, we adjust for the decline in COVID-19-related business and the first-time
consolidation of the acquisition of Mayen, Alembo, Findasense, and IST. Adjusted for these effects, like-for-like
net revenue growth in 2022 was of +19%.
15
The accounting policies applied by the Group in the preparation of its consolidated financial statements are disclosed in the Accounting
and Measurement Policies to the Consolidated Financial Statements. A description of the internal controls in place for financial reporting
can be found in section 2.9 below. An explanation and use of the Alternative Performance Measurements (APMs) used throughout this
Annual Report can be found in section 4 of this report. In all sections of this Annual Report, except Section 6, calculations of financial ratios
are based on non-rounded absolute amounts, which can result in minor deviations.
16
For more information, see the Note 9 on page 114.
17
For more information, see APM section on page 79.
18
In accordance with IFRS 3, Booking.com CX centers were integrated as a business combination in the consolidated financial statements.
Annual Report 2022
34
Net revenue from Global Internet clients was €1,077 million and represented 52% of net revenue, an increase of
+37% compared to the previous year (year end 2021: 45% net revenue share). This is in line with our mid-term
target to increase the share of Global Internet to more than 50% of Group net revenue. Net revenue with BFSI
clients increased in 2022 by +6% compared to 2021. The net revenue share of Telco clients reduced to 9% at the
end of 2022 (year end 2021: 12%), in line with our mid-term target of around 10%.
We have seen growth in Content Services, Trust & Safety, increasing its share of net revenue to 23% at year-end
(year end 2021: 21%) with a mid-term target 20-25%. The net revenue share of Tech & Expert Services remained
stable at 9% in 2022, with a mid-term target 10-15%.
Contributing to the 2022 net revenue growth was a further increase in volumes observed in our offshore
locations around the world. In line with our strategic targets (mid-term target: 45-50%) we increased the
offshore net revenue share from 39% in 2021 to 43% in 2022. Excluding COVID-19-related business, the
offshore net revenue share in 2022 would have been 44%.
Segment reporting
% change
Net revenue in € million 2022 2021 Reported
Like-for-
like
EASA 1,452 1,290 +13% +13%
GEMS
504 364 +38% +38%
CEA 124 98 +27% +27%
Total 2,080 1,752 +19% +19%
EASA Segment
Net revenue from our EASA Segment (Europe, Africa, South America) was €1,452 million at the end of 2022. The
increase of +13% compared to 2021 was also attributed to the contribution of acquisitions completed in 2022
(Mayen, Alembo, Findasense, and IST; in total €47 million of net revenue), largely compensating the decline of
COVID-19- related business €51 million of net revenue in 2022 compared to €102 million in 2021), where
Majorel supported several public institutions and governments with their pandemic initiatives.
Like-for-like, excluding the contribution of the 2022 acquisitions and the decline of COVID-19-related business,
net revenue in EASA increased by +13% in 2022. This growth was mainly driven by existing and new clients in
Global Internet, as well as the strong development in our near- and offshore locations in Africa, Eastern Europe,
and Latin America.
GEMS Segment
Net revenue from our GEMS Segment (Global English, Middle East, Southeast Asia) was €504 million in the year
ended December 31, 2022, corresponding to a year-on-year growth rate of +38%. The key driver for this growth
was the strong increase of net revenue with Global Internet clients, particularly in the Philippines, the US,
Malaysia, Egypt, Canada, and Kenya.
CEA Segment
The CEA Segment reported net revenue of €124 million for the year 2022 – in line with the Company's guidance
that the CEA Segment would contribute 5-7% of Group net revenue. The year-on-year growth rate of +27% was
driven by further expansion of the footprint in China as well as the new countries Japan and South Korea, the
continuing growth of digital engagement services, with a focus on consumer products and digital clients.
Annual Report 2022
35
2.7.3 Operating EBITDA
Majorel Group
For the full year 2022, Operating EBITDA increased by +18% to €369 million (FY 2021: €313 million restated). The
Operating EBITDA margin for 2022 was 17.8% (FY2021:17.9%).
The key drivers for the increase in Operating EBITDA were: overall business growth, operational excellence,
more complex, value-added services, client portfolio management, improved global delivery mix, and the
contribution of the acquisitions completed in 2022, partially compensating the decline of COVID-19-related
business and the reduction of work-from-home.
in € million 2022 2021
EASA
245
223
in% of net revenue 16.9% 17.3%
GEMS
110
75
in% of net revenue 21.8% 20.6%
CEA
14
15
in% of net revenue 11.3% 15.3%
Other/minor activities
-
-
Total
369
313
in% of net revenue
17.8%
17.9%
Segment reporting
EASA Segment
Operating EBITDA for the EASA Segment amounted to €245 million at the end of 2022, increasing by +10%
compared to 2021 Operating EBITDA of €223 million. The Operating EBITDA margin slightly decreased from
17.3% in 2021 to 16.9% in 2022.
The increase in Operating EBITDA is driven by our main profitability drivers, especially: continued operational
excellence; more complex, value added services; client portfolio management; further expansion of Tech &
Expert Services; and an increasing share of offshore delivery.
The companies acquired in 2022 (Mayen, Alembo, Findasense, and IST) also contributed to the Operating
EBITDA in EASA in 2022, partially compensating for the decline in COVID-19-related business and reduction of
work-from-home.
GEMS Segment
Operating EBITDA for the GEMS Segment amounted to €110 million for the year ended December 31, 2022,
increasing by +47% year over year from €75 million in 2021. The Operating EBITDA margin increased from
20.6% in 2021 to 21.8% in 2022.
Margin improvement in GEMS has been driven by our operational excellence, more complex, value-added
services; client portfolio management, and a high share of offshore delivery.
CEA Segment
Operating EBITDA for the CEA segment amounted to €14 million for 2022. Compared to 2021, when Operating
EBITDA was €15 million, the margin decreased from 15.3% to 11.3%.
The CEA results benefited from the continuing growth of digital consumer engagement services, the growth of
consumer products and digital clients, as well as the growth with Global Internet clients, which could partially
balance negative impacts from the COVID-19 measures in China.
Annual Report 2022
36
2.7.4 EBIT and Group profit
EBIT amounted to €239 million for the year ended December 31, 2022, corresponding to an increase of €134
million compared to the 2021 result of €105 million.
EBIT for 2022 corresponds to Operating EBITDA after:
• deducting depreciation/amortization, impairment and reversal on intangible assets, property, plant and
equipment and right-of-use assets, amounting to €115 million in 2022 (2021: €85 million);
• adding gains from business combinations of €3 million (no corresponding value in 2021);
• adding operating realized and unrealized foreign exchange gains of €11 million (2021: €1 million);
• deducting expenses from long-term incentive programs of €12 million (2021: € 128 million)
• deducting restructuring costs of €5 million (2021: (positive) €2 million relating to release of a provision); and
• deducting acquisition-related and other special items of €12 million (2021: €2 million).
Financial result corresponded to expenses of €18 million in 2022 compared to expenses of €5 million in 2021.
Euribor interest rate rose during the year, increasing our financial expenses linked to debt. The appreciation of
Eastern European currencies versus the Euro have contributed positively to the valuation of lease liabilities. This
was negatively compensated by effects of Euro vs USD hedge cancellations and by the negative valuation of
intercompany loans in Euro granted in emerging countries. In addition, interest expenses on leases and other
financial expenses grew in line with business growth.
Income tax expenses amounted to €51 million in 2022, compared to €20 million in 2021. The effective tax rate of
Majorel Group in 2022 was 23%, (2021: 20%), in line with Company’s guidance.
Group profit amounted to €170 million for 2022, representing a year over year increase of €90 million versus
€80 million generated in 2021. Earnings per share (EPS) are at €1.69
19
.
A dividend payment, in line with the dividend policy of 30-50%, will be proposed at the AGM scheduled for June
2023.
2.7.5 Free cash flow and capital structure
Free cash flow
In € million 2022 2021
Cash flow from operating activities
236
185
Add back: Taxes paid
43
40
Add back: Other adjustments not included in free cash flow
(1)
Less: Capital expenditure
(80)
(61)
Less: Payment from lease
(57)
(50)
Less: Scope and other effects
(1)
5
Free cash flow
141
118
In % of Operating EBITDA (CCR)
38%
38%
Cash conversion rate
The cash conversion rate (CCR) remained stable at 38% in 2022 as in 2021. Excluding the effects of the IPO
bonus with Equity Deferral the CCR amounts to 50% in 2022 and 64% in 2021.
19
For more information, see the Note 9 on page 114.
Annual Report 2022
37
The CCR for 2022, excluding the IPO bonus with Equity Deferral, is slightly below our target corridor of 51-56%,
caused by the effects of the COVID-19 measures in China on net working capital and some extension of payment
behaviors.
Net working capital
in € million 31.12.2022 31.12.2021
Inventories
-
0
+
Trade receivables
491
388
-
Trade payables
(137)
(129)
Trade working capital
354
259
+
Other receivables and other current assets
20
87
75
+
Deferred items (assets)
21
15
-
Other payables
21
(308)
(285)
-
Deferred items (liabilities)
(4)
(2)
-
Other provisions
(45)
(30)
Other working capital
(249)
(228)
Net working capital
105
31
Our other payables were affected by IPO-related bonus payments. Trade and other receivables acquired in
business combinations equaled €53 million. These effects aside, the trade working capital was affected by the
long-lasting COVID-19 measures in China and by some extension of payment behavior (see comment above).
Capital expenditure
CAPEX, investments in intangible assets, property, plant and equipment, amounted to €80 million in 2022
compared to €61 million in 2021, mainly relating to:
• organic footprint expansion to new countries;
• opening of new sites;
• expansion and refurbishment of existing sites.
CAPEX in relation to net revenue was at 3.8%, compared to 3.5% in 2021, in line with our target range of 3.5-
4.0%.
Equity
The equity amounts to €558 million compared to €399 million in the previous year. Group profit represented
€170 million. €32 million were distributed to Majorel shareholders in 2022 Other changes in equity arose from
the positive remeasurement of the Defined Benefit Plan
22
of €13 million (FY2021: €9 million, (positive)), negative
cumulative foreign exchange differences of €23 million (FY2021: €12 million, (positive)), and positive effects from
the restatement for hyperinflation of € 27million. €32 million were distributed to Majorel shareholders.
Net cash position and economic cash/debt
Our level of cash and cash equivalents is slightly above last year. We have repaid €85 million of loans to
Bertelsmann, our outstanding liability. We drew €60 million on our syndicated revolving credit facility. We paid
dividends to our shareholders in the amount of € 32 million. Our free cash flow was €141 million. Our net cash
position is therefore €105 million.
20
Other receivables excluded: advance payments for business acquisitions EUR 6 million as at December 31, 2022 (EUR 58 million as at
December 31, 2021).
21
Other payables excluded: contingent consideration for acquisition of investments EUR 20 million as at December 31, 2022.
22
For more information, see the Note 18 on page 121.
Annual Report 2022
38
Adding the lease liabilities and the provisions for pensions and similar obligations, our economic debt lies at €67
million.
In € million 31.12.2022 31.12.2021
Cash and cash equivalents
245
238
Liabilities to banks
(136)
(74)
Other financial debt (4) (85)
Net cash position 105 79
Provisions for pensions and similar obligations
(32)
(43)
Lease liabilities
(140)
(125)
Economic cash/(debt) (67) (89)
2.7.6 Subsequent events
Following the year end FY 2022:
• On January 17, 2023, Majorel UK Limited has been liquidated.
• In February 2023, the earthquakes in Türkiye directly affected four of our sites - Adana, Diyarbakır, Kayseri,
and Elazığ - which are, fortunately, undamaged. Naturally, many of our team members and their families
were affected, which means that production at these sites has been interrupted. Majorel is in the process of
assessing the financial impact in operating activities, which is expected to be insignificant.
2.7.7 Outlook
This outlook is based on Majorel’s current assessment on the development of the business in 2023 and the
general CX market, combined with economic and labor market conditions in the Company’s global geographic
footprint.
For 2023 we expect shifting client needs, some softness in demand, absence of COVID-19-related business, and
continued (wage) inflation due to the challenging and more volatile environment. Moreover, ongoing macro-
economic uncertainties, the evolving situation in Ukraine, and the recent earthquakes in Türkiye and Syria, all
serve to highlight the importance of ongoing vigilance.
Therefore, based on current visibility, we expect to grow our net revenue to €2,150-2,250 million. Excluding
COVID-19-related business in 2022, this results in net revenue growth of +6% to +11%.
Further, the Company expects its Operating EBITDA margin for 2023 to be between 16.5%-17.0%, also factoring
in the above-mentioned effects.
We will continue to execute our proven strategy, driven by the expertise and commitment of our people, and
built on the trust and loyalty of our long-term clients.
Annual Report 2022
39
2.7.8 Review of the Parent Company results
Majorel Group Luxembourg S.A. as a holding company, holds investments in numerous subsidiaries, finances
them, provides certain management services, and receives trademark fees invoiced to its subsidiaries.
Majorel Group Luxembourg S.A. became a publicly listed company on the Euronext Amsterdam stock exchange
on September 24, 2021.
In € million
31.12.2022
31.12.2021
Sales
-
-
Operating income
(1)
34
35
Operating expenses
(2)
(33)
(72)
Operating result
1
(37)
Financial income
(3)
156
61
Financial expenses
(4)
(23)
(12)
Financial result
133
49
Taxes
(2)
(1)
Net result
132
11
(1) Operating income mainly relates to invoicing subsidiaries with management service and trademark fees.
(2) Operating expenses mainly include staff costs of €3 million (2021: €14 million), general expenses of €26 million (2021: €57 million) and
value adjustments of €3 million (2021: €1 million).
(3) Financial income includes dividends of €134million (2021: €50 million), foreign exchange gains including foreign currency derivatives of
€20million (2021: €9 million) and other interest income of €2 million (2021: €2 million).
(4) Financial expenses mainly include foreign exchange losses including foreign currency derivatives of €19 million (2021: €10 million) and
other interest charges of €4 million (2021: €2 million).
In 2022, the Company continued to centralize core corporate functions of the Group. As in prior years, the
Company did not have any branches during 2022.
The profit of the Company for the year 2022 amounted to €132 million (2021: €11 million). This increase relates
to an improvement in the operating result of €38 million and the financial result of €84 million.
The increase of the operating result mainly resulted from a decrease in operating costs as in 2021, the Company
had one-off expenses relating to the IPO bonus with Equity Deferral of €39 million. The financial result mainly
improved thanks to dividend income of €134 million received in 2022 (2021: €50 million).
Otmane Serraj
Chief Financial & Shared Services Officer (CFSO)
Annual Report 2022
40
2.8 RISK MANAGEMENT
2.8.1 Risk management
2.8.1.1 Principles of our risk management system
As with all enterprises, risk accompanies the everyday business of Majorel. We define “risk” as a potential future
development or event that can negatively affect our ability to achieve Majorel’s strategic, operational, reporting-
related, and compliance-related objectives.
Majorel’s risk management system (RMS) continuously helps to protect us through prevention and mitigation of
risks in the course of day-to-day operations, as well as the execution of Majorel’s mission and strategic
objectives.
The RMS applies globally to all Majorel Segments, legal entities, and reporting units. It is designed to identify
risks at an early stage, to monitor them within defined levels of risk exposure and to ensure, with reasonable
assurance through the implementation of an internal control system (ICS), that Majorel’s objectives are achieved.
The ICS is considered an integral part of the RMS.
• Majorel follows the key principle that managing risk is everyone’s responsibility. Accordingly, the risk
management process is focused on the following three main objectives: promote and embed a culture of
common risk management in the daily work of Majorel team members at all levels; develop consistent risk
policies on key matters at reporting unit level while also considering local challenges and environments;
and ensure a harmonized set of measures for prevention, detection and mitigation when assessing key
risks, with continuous monitoring and improvement.
2.8.1.2 Risk management framework
At all levels of Majorel, risk management follows the frameworks of the Committee of Sponsoring Organizations
of the Treadway Commission (COSO): the COSO Internal Control – Integrated Framework (COSO I) and the
COSO Enterprise Risk Management – Integrated Framework (COSO II). These form the basis of uniform and
appropriate management of risks.
2.8.1.3 Risk management process
Majorel’s risk management process is designed to systematically identify and assess risks, to find appropriate
risk response measures and to record and monitor the risks identified.
Risk identification and assessment
The early and ongoing identification of risks is one of the most important tasks within the RMS/ICS. For
identifying risks, Majorel’s legal entities and reporting units individually define key risk criteria, depending on the
respective type, scope, complexity and risk level of the specific business activity and business environment. The
respective management then assesses key risks by considering the potential negative impact of the risk on
achieving the Company’s objectives.
Once identified and evaluated, risks are recorded and then reported from the bottom up. Each location of
Majorel specifies the levels of the organization at which RMS/ICS Officers are to be appointed, along with the
lines of management responsibility, in order to ensure that an effective RMS/ICS is set up, operated and
continually improved.
Risk response measures
Effective risk response measures must be implemented when key risks are identified. Majorel regards these
measures as falling into four types:
• Risk avoidance (e.g., by not entering into contracts fraught with risk).
• Risk reduction (e.g., by diversifying products).
• Risk transfer (e.g., by using the protection of insurance contracts).
• Risk acceptance (e.g., by electing to bear a risk ourselves).
The responsibility for implementing risk response measures lies with the relevant management.
Annual Report 2022
41
Risk recording and monitoring
In order to monitor the effectiveness of risk response measures and to reassess risks, recording and
appropriate control activities are necessary. For this purpose, Majorel employs a risk management reporting
tool, which also provides a mechanism to document and track control activities. Risk reporting is classified into
predefined categories and includes information on risk probability, risk response measures and responsible
people.
The entire risk management process is overseen by the Majorel Corporate Risk department, which also ensures
the appropriateness of reporting. Risk response measures are monitored by our internal Risk and Compliance
Committee
23
, which reports to the management and other committees (e.g., the Audit Committee). The
monitoring of the system is also the focus of regular internal audits to ensure the effectiveness and quality of
the RMS/ICS. This is achieved by a self-assessment of the controls integrated into the business processes, with
audits conducted by the Corporate Audit department and, as needed, external auditors. perpetuating
2.8.2 Principal risks and uncertainties
Majorel is exposed to a variety of risks. The top ten risks to Majorel identified in its most recent risk review in
2022 are listed in order of priority in the table below. In line with the level of potential financial impact, the risks
are classified as low, moderate, significant, considerable, or endangering, for the purposes of risk tolerability.
While the following chart has been prepared to the best of Majorel’s knowledge and is based on its risk
management framework, there may be other risks not currently known to Majorel or not considered material on
the date of this Annual Report, which may become major factors and may adversely impact Majorel.
Risk classification
Priority
Type of risk
Low
Moderate
Significant
Considerable
Endangering
1
Client risks
2
Integrity and compliance risks
3
Hazard risks
4
Changes in market environment
5
Legal and regulatory risks
6
Cyclical development of economy
7
Pricing and discounting
8
Employee-related risks
9
Contracts and litigation
10
Country Risks
Risk classification (potential financial loss in a three-year period): low: <€3.6 million, moderate <€6 million, significant: <€18 million,
considerable: <€36 million, endangering: >€36 million.
We have updated the risk classification scale and increased each range by 20% versus 2021 to account for the growth of the business in
2022.
Existing risks
Note:
This chart is based on the data captured in our risk management tool. The risk assessment process was completed in October
2022. There are no risks classified as endangering in this reporting cycle.
Majorel is committed to the vigilant management of material risks. The following table outlines the principal risks
and uncertainties identified by Majorel’s most recent risk review. They are not listed in any particular order and
Majorel recognizes that risks can and will evolve over time. For example, the recent earthquakes in Türkiye and
Syria and the exacerbating macroeconomic environment highlight the need for constant vigilance.
While the following table has been prepared to the best of Majorel’s knowledge and is based on its risk
management framework, there may be other risks not currently known to Majorel or not considered material on
23
The Risk and Compliance Committee is not an official body under the statutes of Majorel. It is an internal body comprising senior
representatives from corporate risk, IT, HR, finance, and communications.
Annual Report 2022
42
the date of this Annual Report, which may become major factors and may adversely impact Majorel. In addition,
Majorel cannot guarantee that all objectives will be achieved and that risks will be completely mitigated.
Type of risk Description and areas of impact Mitigation activities
Client risks
Loss of clients
Majorel’s business is dependent on key
clients, and the loss of one or more of
these key clients could adversely affect
its business.
Majorel goes to considerable lengths to
ensure client demands are met through
operational excellence and good account
management. Contract adherence,
monitoring of quality and service-level
agreement performance are key areas of
focus. This approach helps to avoid a
negative client experience which can result
in reputational damage and client loss.
Industry
Majorel’s business depends significantly
on specific industry verticals. Any
decrease in demand from these
industries for its services and solutions
could reduce Majorel’s revenue and
harm its business.
Majorel continuously reviews its services
and industry verticals. The market is
monitored to take advantage of emerging
opportunities across a wide range of
industries and services. This approach
ensures that we continue to diversify the
verticals in which we operate.
Contracts
Majorel’s contracts do not contain
volume commitments and contain
provisions, including termination-at-
convenience clauses, that could cause
fluctuations in its revenue and adversely
affect its operations and financial results.
Through its account management team
and by consistently delivering upon
Majorel’s commitments through key
performance indicators and service level
agreements, Majorel maintains strong,
positive relationships with its clients.
Majorel aims to deliver operational
excellence and a superior service to satisfy
the various contractual needs of our
clients. Majorel also looks to develop a
strategic partnership with its key clients to
help them achieve their long- and short-
term objectives.
Client acquisition
Majorel’s continued growth depends on
its ability to cost-effectively acquire new
clients, particularly high-growth
companies, and failure to do so could
adversely affect its business.
Majorel continues to allocate additional
resources and dedicated sales teams for
winning new clients. The Company’s
vertical-focused sales model includes
differentiated growth strategies for
existing as well as new clients and a
customized approach for global and
regional clients.
Integrity and compliance risks
Compliance with
laws and regulations
Majorel and its clients are subject to a
variety of laws and regulations globally.
Compliance with diverse legal
requirements is costly and time-
consuming and requires significant
resources, and non-compliance may
Majorel continues to invest significantly in
legal and compliance capabilities in each
Segment. In addition, Majorel periodically
monitors material compliance obligations
and reviews changes to international and
domestic legislation. Majorel places a
strong emphasis on areas such as our
Annual Report 2022
43
result in civil or criminal penalties and
other punitive measures.
Code of Conduct and associated training
around compliance-related topics.
Fraud
If Majorel’s team members were to
misuse their access to the Company’s
and its clients’ systems as a conduit for
criminal activity or serious misconduct,
negative press coverage could harm
Majorel’s ability to attract new customers.
Existing clients might also terminate or
reduce the scope of their dealings with
Majorel, which would have an adverse
effect on its business and the results of
its operations.
Majorel remains vigilant around fraud
related topics and ensures a culture
awareness for all employees and other
relevant parties.
Fraud risk is managed in a consistent
fashion and monitored through the
implementation of fraud-related controls
to reduce Majorel’s exposure. Majorel has
implemented access controls, fraud
detection measures and has continued the
deployment of risk assessments for
specific clients and sites based on risk
level, nature of business, sensitivity of data
and levels of employee access to sensitive
data.
Working from home
While remote working has reduced in
scale in recent times, Majorel’s global
remote working solutions, deployed
during the COVID-19 pandemic, could
result in heightened confidentiality risks
due to services being delivered in a
physically unsupervised environment and
via computer systems and networks
outside of Majorel’s control and
management.
To maintain an adequate level of security
standards, Majorel has implemented new
procedures, visual checks, when possible,
and new security and data protection
requirements to team members’ work
contracts for anyone working from home.
The Company also offers online training
on how to manage sensitive information
and keep it secure.
Data protection
Majorel’s business is subject to a variety
of laws and regulations relating to
privacy and data security. The
unauthorized disclosure of sensitive or
confidential client and customer data, or
security breaches and incidents,
including as a result of a cyber-attack,
could subject Majorel to significant
liability and protracted and costly
litigation. This could also lead to
investigations and penalties from
regulators, reputational damage, and
loss of clients.
As part of a holistic approach to protecting
the confidentiality, integrity, availability
and resilience of its data, its clients’ data,
their customers’ data and Majorel’s
systems, Majorel has established an
integrated approach in three key areas to
ensure adequate data protection:
• A comprehensive data protection
organization with data protection
officers at Group and regional level.
• A structured cybersecurity global
governance framework, where critical
assets are monitored across Segments
by a global Security Operations Center
(SOC) 24X7.
• A Central Information Security Officer,
responsible for implementing a global
information security organization
across Majorel and for enforcing the
Majorel Information Security
Management System (ISMS - based on
the latest ISO27001:2022 standard)
guidelines across all countries.
Cybersecurity
Cybersecurity threats and attacks,
ranging from inadvertent disclosures or
Majorel has built and continues to evolve a
structured cybersecurity global
Annual Report 2022
44
acts by team members to purposeful
attacks by individuals and groups of
hackers, could result in (i) disclosure,
unauthorized access to or corruption of
data, including personal, confidential,
and proprietary information, (ii) defective
services, including as a result of system
and production downtimes, and (iii)
interruptions in the ability to operate
Majorel’s business.
governance framework with a Central
Information Security Officer responsible
for implementing a global information
security organization across Majorel and
for enforcing the Majorel Information
Security Management System (ISMS)
guidelines across all countries. Majorel
also utilizes a global program of Basic
Infrastructure Measures (BIM) that aims at
continuously strengthening its network,
domains, identification and access control,
IT security technologies and IT security
processes. In addition, Majorel has also
established a global Security Operations
Center (SOC) that is tasked with secure
communication, incident response, threat
hunting, security quality and vulnerability
management, continuous proactive
monitoring and root cause investigation.
Compliance of
associated parties
Team members, contractors, consultants,
or other associated parties may behave
in contravention of Majorel’s internal
policies or laws and regulations
applicable to it, or otherwise act
unethically or illegally, which could harm
Majorel’s reputation or subject it to
liability.
Majorel has further enhanced training and
awareness campaigns to address
compliance-related issues, applying
specific guidelines, procedures, and
analysis in advance of the engagement
third parties. Additionally, Majorel
continues to deploy a set of minimum
compliance controls globally.
Hazard risks
Business continuity
Majorel is vulnerable to natural disasters,
like the recent devastating earthquake in
Türkiye and Syria. In addition, technical
disruptions, pandemics, accidents, and
other events impacting Majorel’s facilities
could severely disrupt the normal
operation of its business. Although
Majorel carries commercial liability
insurance, the coverage may be
insufficient, or provide no coverage at all,
for certain events.
Majorel has further developed and
enhanced its detailed business continuity
plans in order to be able to continue
operations with minimal impact, in case of
damage to its facilities. Plans may include
diversion of services to other sites or
countries, as well as physical movement of
staff from one location to another, or
remote working solutions.
Another key component in Majorel’s
contracts is business continuity testing,
where the plans are fully tested in a
controlled simulation to ensure all aspects
of the client’s service are maintained and
operate as expected.
Growth
Majorel’s growth and profitability could
be materially affected if it fails to adapt
its services and solutions to changes in
technology and client expectations.
Majorel’s focus on technology and tailored
client solutions ensures that it monitors
the latest technical developments. This,
combined with its dedicated account
management team, means that it can
assess client needs and deliver the most
effective solution.
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45
Market risks
Competition
Majorel faces intense competition from
existing and emerging competitors. Any
inability to compete successfully as well
as pricing pressure or loss of market
share could result in reduced operating
profit margins and diminished financial
performance. Majorel also faces
additional pricing and discounting
pressures as a result of the current
global economic and inflationary
environment.
Majorel continuously assesses its
competitive environment and is always
abreast of competitor performance and
aspirations. In addition, the Company
continues to improve the collaboration
and performance of its sales and bid
management teams to increase its market
share.
Emerging markets
Majorel operates in certain emerging
market economies, and its strategy may
involve expanding or developing its
business in these or similar regions. This
may expose it to certain risks such as
adverse trade policies or barriers,
inflation, hyperinflation, currency
volatility and negative economic effects,
difficulties in enforcing agreements or
judgments and collecting receivables in
foreign jurisdictions, as well as
inadequate infrastructure and logistics
challenges.
Risks related to emerging markets are
assessed, managed, and reported through
Majorel’s risk management system. In
addition, the Company has a suite of
measures and controls that apply to all
locations to ensure a consistent standard
globally. This includes policies, training
and awareness related to topics such as
trade compliance, anti-trust and
anti-corruption.
Consolidation
Current trends of consolidation in
Majorel’s industries and among peers
may result in new competitors with a
greater scale, a broader footprint, better
technologies, and price efficiencies that
are attractive to Majorel’s customers.
Majorel constantly evaluates its
opportunities to expand its services and
geographical footprint through organic
growth or strategic acquisitions.
Legal and regulatory risks
Compliance with
legal requirements
Majorel faces legal risks arising from
unintentional failures to meet legal
obligations, local laws, or regulations
globally.
Majorel has put in place robust legal and
compliance teams that continuously
evaluate local laws and new regulations
for all countries in which we operate. This
also ensures sufficient awareness and
adherence by all employees. Once
identified, these areas are then managed
through strong internal controls.
Changes in economic environment
Inflation
Macroeconomic developments and
international business conditions are
closely linked. Majorel is aware of and
sensitive to the global rise of inflation.
This is reflected in higher costs, more
difficult business conditions and
increased customer pricing pressures.
Majorel closely monitors global
developments as well as the associated
impacts on its business. Tracking of
general inflationary trends,
successful
pricing negotiations and effective cost
management helps to reduce the impact
on the business globally.
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46
Currency risk
Majorel’s financial performance could be
adversely affected over time by certain
movements in exchange rates,
particularly if currencies in which it incurs
expenses appreciate against the Euro, or
if the currencies in which it receives
revenues depreciate against the Euro.
Majorel closely monitors foreign exchange
rates through a dedicated team and
advises its subsidiaries to hedge
themselves against foreign currency risks
in the local reporting currency by
favouring natural hedge wherever
possible and by signing forward
agreements or other derivative
instruments with banks that have a high
credit rating for a portion of the remaining
exposure, according to the currency pair’s
volatility.
Interest rate risk
Majorel’s balance sheet and net result
could be adversely affected over time by
increases in interest rates, particularly if
it is the Euro-related debt index, as per
the current currency of Majorel’s
indebtedness.
Majorel closely monitors the markets
where it raises debt, especially the Euro
zone, and hedges part of its exposure by
signing Euribor derivative instruments
with banks that have a high credit rating.
Employee-related risks
Key employees
Majorel’s business depends on large
numbers of trained and skilled team
members and key people. If Majorel fails
to attract, train, and retain sufficient
numbers or loses one or more key
leaders, this could negatively affect its
business.
Majorel closely monitors the labor market
and, if required, proposes better and more
competitive benefit packages to its team
members.
Personnel costs
Increases in personnel expenses, as well
as the inelasticity of Majorel’s labor costs
relative to short-term movements in
client demand, could have a significant
impact on its financial performance.
Personnel costs are closely monitored by
management. In addition, local labor laws
that may impact personnel costs are
assessed and reported regularly.
Alternative sites and locations with more
favourable competitive environments are
evaluated on a regular basis. In addition,
prices are renegotiated where possible on
a regular basis, particularly vis-à-vis wage
inflation (e.g., based on indexation
clauses).
Litigation and
disputes
From time to time, Majorel has been, and
may in the future be, party to various
claims and litigation proceedings
initiated by its team members. In
particular, these include compensation
for personal injury (e.g., as a result of
disputes related to Content Services,
Trust & Safety), workers’ compensation,
employment discrimination and other
employment-related damages, which
could result in significant liabilities and
impact Majorel’s business.
Majorel constantly evaluates the working
conditions for its team members and aims
to maintain a safe and healthy workplace,
with careful attention paid to working
hours, employee wellbeing, social
compliance, and physical aspects;
establishing a Code of Conduct for its
team members; and ensuring compliance
with legal rights, especially with regard to
employee data protection.
Strikes and social
conditions
A strike, work stoppage or slowdown by
Majorel’s team members, or a significant
Majorel is mindful of its responsibility
towards its people. Respecting and
Annual Report 2022
47
dispute with its team members, whether
or not related to these negotiations,
could result in a significant disruption of
Majorel’s operations or higher ongoing
labor costs.
ensuring the rights of its team members,
based on respective local legal
environments, is the natural basis of
Majorel’s approach to team member
management. To encourage team
members to raise compliance concerns,
Majorel has set up central “speak up”
channels, which allow for anonymity.
Content Services
Majorel provides Content Services as well
as Trust & Safety solutions to our clients.
The long-term impacts on the mental
health and wellbeing of our team
members performing this work are
unknown. This work is also subject to
negative media coverage and regulatory
scrutiny. As a result,
we may, between
others, be subject to governmental
investigations, negative publicity and
claims and litigation proceedings
initiated by its team members,
or face
difficulties retaining and recruiting team
members.
The safety, health and wellbeing of our
staff is of utmost importance. Majorel is
dedicated to improving the efficiency and
accuracy of our Content Services, Trust &
Safety operations while also mitigating
their impact on the health and wellbeing
of our team members. This includes the
provision of a range of support services to
our moderators, including psychological
counselling, wellness activities and stress
management. In addition, Majorel
continuously observes and maintains
adherence to applicable laws and
regulations.
Geopolitical risks
Global conflicts
The war between Russia and Ukraine
continues to impact the global political
and economic landscape. For Majorel,
this includes potential impacts related to
its employees and operations, as well as
potential financial impacts.
Majorel continues to closely monitor the
business impacts of the war between
Russia and Ukraine. Majorel does not
operate directly in these countries.
Nevertheless, the business could be
impacted by indirect effects and tensions
in the wider macroeconomic environment.
Majorel has operations in Armenia and
the current situation is stable. However,
the relationship with its neighboring
countries, Azerbaijan, and Türkiye,
remains challenging.
Majorel has in place mechanisms to
continuously assess, monitor, and report
any escalation of the current situation that
could potentially impact its employees or
business operations in Armenia
The geopolitical and social landscape in
China continues to evolve. General
business and supply chain impacts
continue, both in the domestic market
and globally. International trading
relationships can affect demand. These
developments in China could have an
impact on Majorel’s business.
While the current situation is evolving,
Majorel ensures that measures are in
place to continuously review
developments.
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48
2.8.3 Financial risk management
Financing arrangements
As of December 31, 2021, the Company had various types of financing available to enable it to meet its
obligations, and which are set out below:
Two shareholder loans with Bertelsmann Business Support S.àr.l. totaling €85 million at fixed interest rates were
repaid in December 2022.
A syndicated loan of €200 million, out of which €50 million was an accordion option which was activated but not
drawn, was signed in December 2021 at a variable rate on Euribor. Its two facilities mature in December 2024.
An optional year was available and activated for the revolving credit facility, up to December 2025. As of
December 31, 2022, the 100% of the term loan of €70 million was drawn. As per our revolving credit facility, €60
million were drawn in December 2022 and €70 million remain available.
As of December 31, 2022, the Company was in compliance with its leverage ratio financial covenant for its
syndicated facility.
Majorel also uses reverse factoring in Spain and in France to a limited extent.
Exposure to credit risk
The impairment matrices are created for business unit-specific groups of receivables, each with similar default
patterns. In addition, separate risk assessments are performed. Majorel also considers other quantitative and
qualitative information and analyses based on the experience of the Majorel Group as well as of the CRM
businesses formerly held by Bertelsmann and by Saham. Additionally, reasonable assessments including
forward-looking information such as customer-specific information and forecasts of future economic conditions
have been taken into consideration. Contract assets have substantially the same risk characteristics as trade
receivables for the same types of contracts, so that the expected loss rates for trade receivables are a
reasonable approximation of the loss rates for contract assets.
For more information, please refer to the Note 24 (Additional Disclosure on Financial Instruments) in the
Consolidated Financial Statements.
Financial instruments
Majorel’s financials are being consolidated in the Bertelsmann Group as one of the major shareholders of
Majorel. The principles of the financial risk policy are described below.
Financial risk management
The Majorel Group is exposed to various forms of financial risk through its international business operations.
Above all, this includes the effects of changes in foreign exchange rates and interest rates. Majorel’s risk
management activities are designed to effectively mitigate these risks.
The Management Board establishes the basic risk management policy, outlining general procedures for hedging
currency and interest rate risk and the utilization of derivative financial instruments. The Majorel Group Treasury
advises subsidiaries on operating risk and hedges risks using derivative financial instruments as necessary.
Currency risk
Majorel is exposed to an exchange rate risk in various foreign currencies. Its subsidiaries are advised, but not
obliged, to hedge themselves against foreign currency risks in the local reporting currency by signing forward
agreements or other derivative instruments with banks that have a high credit rating. Loans within the Majorel
Group that are subject to currency risk are hedged using derivatives.
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49
Interest rate risk
Majorel’s interest rate risk arises primarily from a €70 million bank syndicated term loan subscribed in December
2021 with a Euribor 3-month index, from drawings on its revolving credit facility, and from cash and cash
equivalents. Considering the rise in European indexes, our Group’s interest result is negatively impacted. This
risk was hedged starting in January 2023.
Liquidity risk
Liquidity risks may arise through a lack of rollover financing (liquidity risk in a narrow sense), delayed receipt of
payment, and unforeseen expenditure (budgeting risk). Budgeting risk is determined by comparing deviations in
actual spending with budget and reserve amounts. In a narrow sense, liquidity risk depends on the volume of
debt due within a given period.
Majorel Group’s policy in respect of its financing is to maintain sufficient liquidity at all times to finance group
assets, short-term cash requirements, and its development, in terms of both amount and duration, and at the
lowest possible cost. Liquidity risk is monitored on an ongoing basis with reference to the budget for current
and future years. New and unplanned transactions (e.g., acquisitions) are continuously tracked.
The maturity profile of financial assets and liabilities is also reconciled on a regular basis. Budget risks are
managed through effective cash management and constant monitoring of projected versus actual cash flows.
Debt maturities are also diversified to ensure that rising financing costs do not have a short-term impact.
Credit facilities with banks are maintained for unplanned expenditures. The Group centralizes its cash when in
conformity with local legislation applying to its subsidiaries.
All medium- and long-term financing operations are authorized and overseen by the Group’s financial
management. The Group obtains its financing in the form of loans from banks as well as bank-syndicated credit
facilities. Given the maturities of its borrowings and the Group’s capacity to generate free cash flow, liquidity risk
is considered to be low.
Financial derivatives
Majorel uses standard market financial derivatives, usually unlisted (OTC) instruments. These include, in
particular, forward agreements and options. Transactions in 2022 were entered into solely with Bertelsmann
Group Treasury or banks with a high credit rating. In general, the transactions with banks are only performed
with banks approved by Majorel Corporate Treasury.
Capital management
The financing guidelines adopted by the Majorel Group are designed to ensure a balance between financing
security, return on equity, and growth. Financial management at Majorel is conducted with a target to ensure
the Group’s independence and capacity to maintain a strong capital base so as to maintain investor, creditor and
market confidence and to sustain future development of the business. This objective is part of the overall
planning process and regular monitoring.
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2.9 INTERNAL CONTROLS OVER FINANCIAL REPORTING
Majorel’s internal control system (ICS) over financial reporting aims to provide reasonable assurance on the
reliability of external and internal financial reporting, and its conformity with the applicable laws and regulations.
It helps to ensure that financial reporting presents a true and fair picture of the Group’s net assets, financial
position and operational results. The ICS for the accounting process consists of the following areas.
Standards and rules
The rules governing the Group’s financial reporting environment and critical accounting policies are set out in
the Group’s internal rules for accounting and the preparation of financial statements (such as IFRS manuals,
guidelines and circulars) which are immediately available to all employees involved in the accounting process.
Standards of a minimum control framework for key accounting processes at the level of Majorel’s fully
consolidated subsidiaries are formalized in a set of expected key controls.
Majorel’s centralized treasury and corporate finance activities are governed by dedicated policies and
procedures. Hedging of exposure in non-Euro currencies is governed by a strict policy. All internal and external
financial reporting processes are organized through a centrally managed reporting calendar. The Code of
Conduct requires the Group’s companies to manage record-keeping and financial reporting with integrity and
transparency.
Systems and related controls
Locally used (ERP, treasury applications) finance systems are monitored to ensure a consistent set-up of system-
embedded controls. Segregation of duties, access rights and approval limits are regularly reviewed by the local
data owners for all reporting units. Internal and external financial reporting is transmitted through a centrally
managed integrated finance system – from budgeting and trend year analysis, monthly internal management
reporting, and forecasting of financial KPIs, to consolidation and external financial reporting, and finally risk
management reporting (see risk management section on pages 40 to 49).
Extensive automatic system controls ensure the consistency of the data in the financial statements. The centrally
managed integrated finance system is subject to ongoing development through a documented change process.
Systemized processes for coordinating intercompany transactions serve to prepare the corresponding
consolidation steps. Circumstances that could lead to significant misinformation in the Consolidated Financial
Statements or internal management reporting are monitored centrally and verified by external experts as
required. Specific system-embedded controls support the consolidation process, including the reconciliation of
intercompany transactions.
Analytics and reporting
All internal and external local and consolidated financial reporting is systematically reviewed by local finance staff
and by the Corporate Finance team. Typical analyses include comparisons with previous years, budget and
forecast, financial KPIs, flows of key captions on the income statement, statement of the financial position,
changes in equity, and cash flow statement. The Corporate Finance team and Segments are integrated into the
internal management reporting. Internal and external reporting are reconciled during the Segment
reconciliation process.
Regular communication between Majorel’s Segment and regional management and finance teams and the
Corporate Finance departments ensures that any issue that could affect the Group’s financial reporting is
immediately flagged and resolved. Both the Group as a whole and the Segments and regions are in continuous
contact with subsidiaries to ensure IFRS-compliant accounting as well as compliance with reporting deadlines
and obligations.
Full-year and half-year reporting to the financial market is reviewed by the Audit Committee and approved by
the Supervisory Board. Quarterly reporting to the financial market is reviewed and approved by the Audit
Committee.
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Transparency
Majorel’s policy on the reporting of significant compliance incidents requires business units to immediately
report fraud or other significant compliance incidents to the Group. Identified control weaknesses that could
affect the reliability of financial reporting – reported by either external auditors or Internal Audit – are brought to
the attention of management and the Audit Committee and are part of a follow-up process.
Each year, the business units self-assess the maturity level of their local internal controls over financial reporting.
Results of this self-assessment are reviewed by the Majorel Corporate Risk department and reported to the
Audit Committee. The Audit Committee is regularly updated on the key accounting, tax, and compliance issues
within the Group.
The Majorel Corporate Risk department constantly promotes the importance of sound internal controls – not
only over financial reporting, but also for operational processes – through dedicated workshops across Majorel’s
three business Segments, and the work of the Internal Audit department.
Like the risk management system (RMS), each ICS cannot guarantee with absolute certainty that significant
misinformation in the accounting process can be prevented or identified.
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52
Corporate
Governance
Annual Report 2022
53
3. Corporate Governance
Majorel Group Luxembourg S.A. (referred to here as “Majorel” or the “Company” and with its subsidiaries
“Majorel Group”) is publicly listed on the Euronext Amsterdam stock exchange. As a public company, Majorel
recognizes the importance of appropriate corporate governance procedures in the management and oversight
of its business.
The corporate governance framework of Majorel, including the formation and operation of the boards and
committees, is outlined below.
3.1 CORPORATE GOVERNANCE POLICY AND PRACTICES
Detailed information on Majorel’s corporate governance framework can be found in the Investor Relations
section of Majorel’s corporate website (ir.majorel.com
). It contains Majorel’s corporate governance charter, as
well as regularly updated information including the latest version of Majorel’s governance documents (such as
its articles of association (the “Articles of Association”) or its remuneration policy), and information on the
composition of Majorel’s Management Board (the “Management Board”) and Supervisory Board (the
“Supervisory Board”). The Investor Relations section of the corporate website also contains the share price
information, financial publications, the financial calendar and other information that may be of interest to
shareholders.
The Ten Principles of Corporate Governance of the Luxembourg Stock Exchange
Majorel is a Luxembourg public limited company (société anonyme) whose shares are listed and admitted to
trading on the regulated market operated by Euronext Amsterdam N.V. As such, the Company is not required to
comply with the “Ten Principles of Corporate Governance” adopted by the Luxembourg Stock Exchange
(www.bourse.lu/corporate-governance), as last revised in 2017 (the “X Principles”). However, Majorel has
chosen to apply the X Principles on a voluntary basis, subject to a certain interpretation given the Company’s
two-tier governance structure composed of a Management Board and a Supervisory Board.
The X Principles include three series of rules, namely:
• the actual mandatory principles (the “Principles”);
• the “comply or explain” recommendations (i.e., recommendations that are mandatory, save in exceptional
justified circumstances) (the “Recommendations”); and
• the guidelines, which are indicative but not binding (the “Guidelines”).
Majorel confirms that the Company meets all the Principles and follows the Recommendations, except in certain
cases as set out below.
The Recommendations describe the proper application of the Principles. Companies are asked to comply with
the Recommendations or to explain why they are departing from them. In such cases, companies must
determine which rules are most suited to their specific situation and explain their thinking in the statement on
corporate governance in their Annual Report. This flexible approach is based on the “comply or explain”
principle. Majorel acknowledges the importance of good corporate governance and agrees with both the
general approach and the majority of the Recommendations included in the X Principles. But it also believes, in
considering the interests of both the Majorel Group and its stakeholders, that some of the Recommendations
are not adapted to the Company’s specific situation and that there is a case to deviate from them. Therefore,
Majorel does not fully comply with the following:
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54
Recommendation 5.4
Majorel does not fully comply with this Recommendation, which provides that in the event of a declared conflict
of interest, the operation or transaction concerned shall, once the Chairman of the Supervisory Board has been
informed, be submitted by the conflicted member of the Management Board or Supervisory Board to the Audit
Committee or to the statutory auditor of Majorel, if possible, prior to the execution of that operation or
transaction. The Audit Committee or the statutory auditor shall then communicate an opinion to the Supervisory
Board. Majorel deviates from this Recommendation as it has always been committed to maintaining a proper
compliance structure to strengthen the effectiveness and proper functioning of its compliance organization and
has established proper procedures for potential conflicts of interests and intercompany transactions (“arm’s
length”). Majorel therefore considers the requirement to request a prior opinion to be communicated by the
Audit Committee or the statutory auditor to be dispensable, given the conflict-of-interest procedures that are
already in place.
Recommendation 5.6
Majorel does not fully comply with this Recommendation, which provides that members of the Management
Board and the Supervisory Board are required to keep the information received in their capacity as members of
these boards confidential and may not use it for any other purpose than for fulfilling their remit. Majorel partly
deviates from this Recommendation as regards the members of the Supervisory Board, who may exceptionally
disclose confidential information to the shareholder who has proposed his/her appointment to the General
Meeting of shareholders, on a strict need-to-know basis. Such disclosure shall only be allowed:
• to the extent that such confidential information is required as per the internal regulations of the shareholder
in question;
• in order to allow the member of the Supervisory Board to exercise his/her mandate in Majorel to best effect;
and
• provided always that the shareholder who receives such confidential information assures, in turn,
appropriate confidentiality in accordance with applicable privacy laws.
Recommendation 8.3
Majorel does not fully comply with this Recommendation, which provides in its first paragraph that the Audit
Committee shall consist exclusively of non-executive directors (i.e., Supervisory Board members in Majorel’s
case), of whom at least half shall be independent. Majorel deviates from this Recommendation as it considers
that the appointment of one independent Supervisory Board member (out of a total of five members of the
Audit Committee), and who, moreover, holds the position of Chairman of the Audit Committee, takes adequate
account of best-practice governance standards and is sufficient to ensure open discussion and a decision-
making process free of influence.
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3.2 MANAGEMENT BOARD AND SUPERVISORY BOARD
3.2.1 Biographies
3.2.1.1 The Management Board
Thomas Mackenbrock (47) Chief Executive Officer (CEO)
Thomas has served as Majorel’s CEO since the Company was founded. In 2000, he started his professional
career with McKinsey & Company where he supported clients in particular in the high-tech and telecom space.
In 2006, Thomas joined Bertelsmann and worked on different assignments across Bertelsmann’s business
portfolio, including MD Bertelsmann Brazil, EVP BMG, CSO Arvato, and CEO Arvato CRM Solutions. In 2019,
Thomas was appointed CEO of Majorel Group.
Otmane Serraj (49) Chief Financial & Shared Services Officer (CFSO)
Otmane has served as Majorel’s CFSO since the Company was founded and is also CIO. With extensive
international experience in the technology and telecoms sectors, from 2012 Otmane was GM at Bull, leading its
subsidiaries in North Africa. He joined Saham in 2015, where he was CEO of the Outsourcing division and also
served on the boards of various group businesses.
3.2.1.2 The Supervisory Board
Moulay Mhamed Elalamy (33)
Moulay graduated from the University of British Columbia in 2012. Following roles with BCG and in private
equity, he was Chairman of Saham Assistance from 2015-17, where he expanded its presence from a small
national player to 17 countries in Africa. From 2017 to 2019, he served as CEO of Saham Assurance, a Moroccan
publicly traded insurance company, where he oversaw the digital transformation of the company. In 2018,
Moulay led the sale of Saham Finances, the insurance division of Saham SA, with a $2 billion valuation. As CEO of
the Saham Management Company, he created the partnership with Bertelsmann Group, which ultimately led to
the foundation of Majorel in 2019.
Moulay is a member of the Audit Committee.
Pim Berendsen (49)
Pim gained a Master’s degree in economics from the University of Tilburg in 1998 and then joined Arthur
Andersen, where he worked as an international tax advisor. He joined PostNL N.V. in 2000 where he held several
senior management functions within PostNL (and its legal predecessors) both in the Netherlands and abroad.
Between 2013 and 2015, he was Director for Corporate Development at Van Gansewinkel Group, before
returning to PostNL N.V. to become a member of the Executive Committee, responsible for international
business, including Postcon (Germany), Nexive (Italy) and Cross Border Solutions (CBS), growth, M&A and
strategic projects. In 2018, he was appointed CFO and a member of the Board of Management.
Pim is Chair of the Audit Committee.
Geoffroy Dedieu (53)
Geoffroy has over 25 years of experience as a lawyer, wealth manager and senior executive of family-controlled
businesses operating in emerging and frontier markets and, for 15 years, was based in Singapore. He holds
LLMs from the National University of Singapore and DEA Pantheon Assas, an MBA from INSEAD, and is a CFP
(France). In 2020/21, Geoffroy undertook a Master’s degree in International Environmental Law at the University
of Limoges in France, where he graduated top of his class. He is a Chartered Member of the UK Chartered
Institute for Securities and Investments. Geoffroy is currently the Chief Investment Officer of Saham
Management Company (formerly Saham SA) and Saham Customer Relationship Investments Ltd, where he is
responsible for the Asset Management function.
Geoffroy is a member of the Nomination and Compensation Committee.
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56
Rolf Hellermann (46)
Rolf studied business administration in Vallendar, Germany; Los Angeles, USA; and Nancy, France, and received
his doctorate from WHU – Otto Beisheim School of Management in Vallendar. He joined Bertelsmann SE & Co.
KGaA in 2004 and in 2012, became head of Bertelsmann’s Corporate Controlling and Strategy department. From
2015 to 2018, he was CFO of Arvato, the services division of Bertelsmann, and served as CEO of Arvato Financial
Solutions from 2018 to 2020. He has been a member of Bertelsmann’s Group Management Committee since
2019, and also heads the Bertelsmann Tech and Data Advisory Board. In 2021, Rolf became CFO and a member
of the executive board at Bertelsmann Management SE and also joined the board of RTL Group S.A.
Rolf is a member of the Nomination and Compensation Committee and the Audit Committee.
Laureen Kouassi-Olsson (40)
Laureen holds an MSc in management from the Emlyon Business School and is also an alumna of Harvard
Business School. She is the founder and Executive Chair of Birimian Holding, an operational investment
company dedicated to luxury and premium African heritage brands. Laureen has over a decade of experience in
investing in private companies and financial institutions in Africa with positions at Lehman Brothers in London,
Proparco, a subsidiary of the French Development Agency, and Amethis, a leading French private equity fund
dedicated to the African private sector and supported by the Edmond de Rothschild Group. Her professional
achievements have gained significant recognition within the African financial services and private equity
industries, and she has been recognized as one of the 100 most influential African women.
Laureen is Chair of the Nomination and Compensation Committee.
Matthias Moeller (52)
Matthias has more than 25 years’ experience in IT services. He joined Bertelsmann/Arvato in 1995 following his
studies in Computer Science (Informatik) at the University of Hildesheim and has been a part of the company’s
senior management team for IT Services since 2003. From 2012 to 2016, Matthias was CEO of Arvato Systems
Perdata GmbH, serving the utilities sector, before becoming CEO of the Arvato Systems group. In 2019, he took
on additional responsibilities as the CIO of Bertelsmann.
Matthias Moeller is a member of the Audit Committee.
Anne Marie Magis (57)
Anne Marie has a strong background in banking and change management and her recent assignments include
strategy, innovation, digital banking, and agile transformation at ABN AMRO Bank N.V. She is currently Head of
Execution Office at ABN AMRO Bank N.V. and responsible for managing the execution of the strategic change
portfolio on behalf of the Executive Board. Prior to this, Anne Marie served as Associate Director, HR, at Ernst &
Young, a was Partner at both Sharpe Executive Search, and at Ray Berndtson. She holds a Master’s in Business
Law from Leiden University and began her international career working on for ABN AMRO Bank in Toronto,
Canada, and later went on to serve with the bank in several senior positions from 1989 to 2003 in the
Netherlands and Germany.
Maud de Vries (50)
Maud is a Chief Legal and Human Capital Officer at OCI N.V., and a member of its Executive Board. At OCI she
led strategic initiatives to design, redesign and strengthen the group’s global legal, compliance, governance, and
HR frameworks and is responsible for the company’s Corporate Governance, Compliance, Legal, HR and
Government & Public Affairs. She also champions OCI’s global Diversity & Inclusion efforts. Prior to this, at Corio
N.V., she was General Counsel / Senior Executive leading its Legal, Compliance and Risk Management functions,
and played a key role in the company’s market entries into Türkiye and Italy. She was also a member of the
Management Board of Reluxco International S.A., a financial institution in Luxembourg under CSSF supervision.
She started her career as Attorney at Law at Dutch law firm Trenité Van Doorne, following her studies in law at
the University of Leiden.
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57
Maud also serves an Advisory Board Member of VEUO, a representative organization of listed companies in the
Netherlands and Chapter Zero, a not-for-profit organization building a community of non-executive directors
and equip them to lead crucial UK boardroom discussions on the impacts of climate change.
Maud is a member of the Nomination and Compensation Committee.
Bettina Wulf (61)
Bettina graduated from the University of Bielefeld, Germany, with a degree in law in 1988. After being admitted
to the bar, she worked as an associate/freelancer at a law firm before joining the legal department of Siemens
Nixdorf Informationssysteme AG until 1993. She has been a member of the corporate legal department of
Bertelsmann SE & Co. KGaA since July 1993 and is also on the Board of RTL Group S.A. Bettina has particular
experience in global M&A transactions. In 2014, she was honored by the International Law Office with the
European Counsel Award for her prominent role in highly complex M&A transactions requiring levelheaded
negotiation skills.
Bettina is a member of the Nomination and Compensation Committee and the Audit Committee.
3.2.2 Boards and committees
Majorel’s governing bodies are the Management Board, the Supervisory Board and its committees, as well as the
General Meeting of shareholders of the Company (the “General Meeting”). Majorel is managed by its
Management Board under the supervision and control of the Supervisory Board. The powers of these governing
bodies are determined by the law of August 10, 1915, on commercial companies (the “1915 Law”). Majorel’s
Articles of Association and the internal rules and governance of both the Management Board and the
Supervisory Board are summarized in Majorel’s Corporate Governance Charter, publicly available on
www.majorel.com
.
Management Board
The Management Board is responsible for managing Majorel, and the members of the Management Board
represent the Company in dealing with third parties. All decisions of the Management Board require the prior
approval of the Supervisory Board; however, the Supervisory Board has decided to authorize all management
actions by the Management Board without approval to the extent that such actions do not constitute a matter
listed as a “Supervisory Board Consent Matter” in the rules of procedure of the Supervisory Board
24
. Within
this limit, the Management Board is vested with the broadest powers to act in the name of Majorel and to take
any actions necessary or useful to fulfill Majorel’s corporate purpose. All powers not expressly attributed to the
Supervisory Board or to the General Meeting (by the 1915 Law, by the Articles of Association or by the internal
rules and governance of the Supervisory Board) shall be within the competence of the Management Board.
As of December 31, 2022, the Management Board of Majorel was composed of two members, with Thomas
Mackenbrock being the Chairman and Chief Executive Officer (the “CEO”) and Otmane Serraj being the Chief
Financial and Shared Services Officer (the “CFSO”).
The Management Board meets as often as the business and interests of the Company so require.
The biographies of the Management Board members are included on page 55 of this Annual Report.
24
The Supervisory Board Consent Matters are publicly available on Majorel’s website (www.majorel.com).
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58
The members of the Management Board are appointed by the Supervisory Board, following proposal by the
Nomination and Compensation Committee (the “NCC”). The Supervisory Board also determines the individual
remuneration of the Management Board members, within the limits of the aggregate remuneration approved
by the General Meeting and with due observance of any remuneration policy as adopted by the General
Meeting, and the terms of their office. Pursuant to Majorel’s Articles of Association, the members of the
Management Board are elected for a term of up to six years. The members of the Management Board are
eligible for reappointment. A member of the Management Board cannot be a member of the Supervisory Board
at the same time.
The mandates of the current members of the Management Board will expire at the Annual General Meeting, to
be held in the year 2025, which will vote on the financial statements for the financial year ending December 31,
2024.
Activities of the Management Board in 2022
The Management Board met 22 times in 2022 (out of which eight times physically) and adopted some decisions
by circular resolution. The attendance rate was 100%.
Supervisory Board
The Supervisory Board is responsible for carrying out the permanent supervision and control of the
Management Board, without being authorized to interfere with such management. For this purpose, the
Supervisory Board has an unlimited right of information regarding all Majorel’s operations and may inspect any
of its documents. It may request the Management Board to provide any information necessary for exercising its
functions and may directly or indirectly proceed to all verifications it deems useful in order to carry out its duties.
The Supervisory Board has the right to examine all the activities of the Majorel Group. Its members have access
to Majorel Group’s employees, the Company’s books, accounts, correspondence, minutes and, in general, to any
of the Company’s documents. At the request of the Supervisory Board, the Management Board shall provide any
information that is necessary to enable the Supervisory Board to supervise the management of Majorel. In
addition, the Supervisory Board can proceed to, or require, any verifications in relation to the management
function. The Supervisory Board shall grant or deny the Management Board its consent to carry out the
Supervisory Board Consent Matters.
In accordance with the Articles of Association, the General Meeting has appointed nine members of different
classes, namely Class A members (the “Class A Members”) and Class B members (the “Class B Members”):
• five Class A Members from a list of candidates proposed by Bertelsmann Luxembourg S.à r.l. (the
“Bertelsmann Shareholder”);
• two Class B Members from a list of candidates proposed jointly by Saham Customer Relationship
Investments Limited and Saham Outsourcing Luxembourg S.à r.l. (together, the “Saham
Shareholders”); and
• two Class A Members from a list of candidates proposed by the NCC, who are independent members.
The Supervisory Board has elected Moulay Mhamed Elalamy as Chairman among the Class B Members, in
accordance with the Articles of Association. The CEO and the CFSO are non-voting permanent observers to the
meetings of the Supervisory Board.
The Supervisory Board meets at least four times every financial year.
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59
As of December 31, 2022, the Supervisory Board members were as follows:
Name
Class
Member since
Appointed until
Moulay Mhamed Elalamy
B
2019
AGM 2025
Pim Berendsen
A
2021*
AGM 2025
Geoffroy Dedieu
B
2022**
AGM 2023
Rolf Hellermann
A
2021*
AGM 2025
Laureen Kouassi-Olsson
A
2021*
AGM 2025
Anne Marie Magis
A
2022***
AGM 2025
Matthias Moeller
A
2021*
AGM 2025
Maud de Vries
A
2022***
AGM 2025
Bettina Wulf
A
2022**
AGM 2023
*
The Extraordinary General Meeting held on September 17, 2021, appointed the Supervisory Members indicated above as being members
since 2021, and acknowledged the resignations of Moulay Hafid Elalamy, Thomas Götz and Thomas Rabe as Supervisory Board members
with effect from the date of that Extraordinary General Meeting.
** Following the resignations of Jörn Caumanns and Ghita Lahlou El Yacoubi as Supervisory Board members effective respectively August 26,
2022, and December 12, 2022, Bettina Wulf and Geoffroy Dedieu were elected by the Supervisory Board with effect from August 26, 2022,
and December 16, 2022, respectively to fill in the vacancies until the next General Meeting.
*** The Annual General Meeting held on June 20, 2022, appointed these Supervisory Members, and acknowledged the resignations of
Bettina Wulf and Nina Weiden as Supervisory Board members with effect from the date of that Annual General Meeting.
The biographies of the Supervisory Board members are included on pages 55 to 57 of this Annual Report.
The members of the Supervisory Board are appointed for a term of office which may not exceed six years and
may be reappointed for successive terms. The mandates of the current members of the Supervisory Board will
expire at the Annual General Meeting to be held in the year 2025, which will vote on the financial statements for
the financial year ending on December 31, 2024 (save for the mandates of Bettina Wulf and Geoffroy Dedieu, as
indicated in the table above).
In the event that one or more vacancies arise on the Supervisory Board following a member’s death or
resignation, or for any other reason, the remaining members of the Supervisory Board may, subject to
compliance with any applicable nomination right, elect one or more members to the Supervisory Board to fill any
such vacancy until the next General Meeting, in accordance with the provisions of the Articles of Association
relating to the composition of the Supervisory Board.
The appointment or renewal of the appointment of a member of the Supervisory Board is based on the
recommendations of the NCC. The Supervisory Board shall not propose any new candidates to be appointed as
members of the Supervisory Board who have not been proposed by the NCC and shall with respect to the
appointment comply with the charter of the NCC, the rules of procedure of the Supervisory Board, and the
Articles of Association.
Elections to the Supervisory Board are made on an individual basis. Proposed candidates are announced in
advance to the General Meeting. In its election recommendations to this General Meeting, the Supervisory
Board shall disclose the personal and business relations of each individual candidate with the Majorel Group,
with the executive bodies of the Majorel Group, and with any shareholder holding a material interest in Majorel.
Such disclosure shall be limited to those circumstances which, in the appraisal of the Supervisory Board, a
shareholder of Majorel would judge objectively to be authoritative for his/her/its election decision. For the
purposes of this disclosure, shareholders holding a material interest are shareholders who directly or indirectly
hold more than 10% of the voting rights of Majorel.
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60
In accordance with its internal rules and governance, the Supervisory Board, acting upon the recommendations
of the NCC, will nominate from a list of candidates proposed by the NCC two members who, in the opinion of the
Supervisory Board, are independent from all material relationship with Majorel that could interfere with
exercising their independent judgment or their ability to represent the interests of Majorel. Their objective shall
be to bring an outside perspective on strategy and control and offer an independent view and advice solely in
the corporate interest of Majorel, whenever there may be disagreements or conflicts of interest within the
Supervisory Board or disagreements with management. The current independent members are Laureen
Kouassi-Olsson and Pim Berendsen.
Activities of the Supervisory Board in 2022
The Supervisory Board met eight times in 2022 (out of which four times physically), with an attendance rate of
100%, all members having been present or represented at all meetings.
Committees of the Supervisory Board
The Audit Committee
The Audit Committee established by the Supervisory Board oversees:
• the accounting and financial reporting processes of Majorel;
• the integrity of the financial statements and publicly reported results;
• the adequacy and effectiveness of the risk management and internal control frameworks; and
• the choice, effectiveness, performance, and independence of the internal and external auditors.
In this respect, the Audit Committee performs its duties in compliance with applicable laws and regulations, and
in particular, Regulation (EU) No. 537/2014 of the European Parliament and the Council of April 16, 2014, on
specific requirements regarding the statutory audit of public-interest entities, as amended; Article 52 paragraph
6 of the Luxembourg law dated July 23, 2016, concerning the audit profession, as amended; and the Articles of
Association. The role, authority and functioning of the Audit Committee are defined in the Audit Committee’s
charter, which is included in the internal rules and governance of Majorel.
The Audit Committee is composed of five members of the Supervisory Board, at least one of them being an
independent member, one being a member who has been proposed for nomination by the Saham Shareholders
and three being members who have been proposed for nomination by the Bertelsmann Shareholder.
The current members of the Audit Committee are Pim Berendsen (Chair), Moulay Mhamed Elalamy, Rolf
Hellermann, Matthias Moeller, and Bettina Wulf.
The Audit Committee meets at least four times every financial year.
The Audit Committee’s meetings may be attended by the CEO, the CFSO, the Head of Governance, Compliance
and Control, the independent auditor(s) and other senior Majorel Group finance representatives. The Audit
Committee may also invite others whose collaboration is deemed helpful in fulfilling its tasks.
Activities of the Audit Committee in 2022
The Audit Committee met seven times in 2022 (out of which four times physically), with an attendance rate of
100%, all members having been present or represented at all meetings. During the year 2022, the Audit
Committee notably:
• reviewed Majorel’s governance, compliance, risk management and internal control framework, and
approved the internal audit plan for the year 2023;
• reviewed Majorel’s financial organization, reporting process and disclosures (including the annual report for
the year ended December 31, 2021, and the half-year report for the period ended June 30, 2022) and
approved the disclosures relating to the first and third quarters of the financial year 2022 (in accordance
with the delegation of such approval by the Supervisory Board);
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61
• recommended the renewal of the mandate of the independent auditor, reviewed the independent auditor’s
work program and reports issued by the independent auditor, monitored the performance of the
independent auditor, approved the audit independence policy and considered the scope and fee proposals
for the work to be performed by the independent auditor in respect of the half-year report for the period
ended June 30, 2022 and the annual report for the year ended December 31, 2022;
• reviewed Majorel’s tax guidelines and financing policy;
• reviewed the agenda and proposed resolutions submitted to the Annual General Meeting held on June 20,
2022.
Its Chairman reported to the subsequent Supervisory Board meetings on the discussions held and conclusions
taken by the Audit Committee.
Nomination and Compensation Committee
The missions of the NCC established by the Supervisory Board are to:
• assist the Supervisory Board in overseeing Majorel Group’s compensation programs and compensation of
the Management Board, the Chief Commercial Officer and the Chief Operational Officer (the “Senior
Executive Officers”) of the Majorel Group (including any long-term incentive and management incentive
plan);
• advise the Supervisory Board on the remuneration of the individual members of the Management Board
and the Supervisory Board within the scope of the remuneration policy as submitted to the advisory vote of
the Annual General Meeting held in respect of the financial year ended December 31, 2021;
• monitor the application of Majorel Group’s remuneration policy;
• assist the Supervisory Board with the selection and appointment procedures for members of the
Supervisory Board, the Management Board and the Senior Executive Officers including the assessment of
the performance of these individuals;
• be responsible for the preparation of the annual remuneration report included in section 4 of this Annual
Report.
The role, authority and functioning of the NCC are defined in its charter, which is included in the internal rules
and governance of Majorel.
The NCC is composed of five members of the Supervisory Board, at least one of them being an independent
member, one being a member who has been proposed for nomination by the Saham Shareholders and three
being members who have been proposed for nomination by the Bertelsmann Shareholder.
The current members of the NCC are Laureen Kouassi-Olsson (Chair), Geoffroy Dedieu, Rolf Hellermann, Maud
de Vries and Bettina Wulf.
The NCC meets at least twice every financial year.
Activities of the NCC in 2022
The NCC Committee met three times in 2022 (out of which one meeting was held physically), with an attendance
rate of 100%. During the year 2022, the NCC notably:
• considered matters related to the long-term incentivization and compensation system for Management
Board and the senior managers;
• reviewed the remuneration policy and approved the remuneration report as submitted to the advisory
vote of the Annual General Meeting held in respect of the financial year ended December 31, 2021;
• recommended the appointment of new Supervisory Board members in replacement of resigning
members;
• recommended changes in the composition of the Audit Committee and the NCC;
• reviewed the list of senior executive employees and their remuneration;
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62
• reviewed the compensation of the Management Board and Senior Executive Officers in the light of a
benchmark analysis and recommended an increase in the base salary for 2023 for the members of the
Management Board and Senior Executive Employees; and
• reviewed the Company’s succession plan for the Senior Executive Officers.
Its Chairwoman reported to the subsequent Supervisory Board meetings on the discussions held and
conclusions taken by the NCC.
Transactions in shares by management
EU Regulation No 596/2014 on Market Abuse (the “Market Abuse Regulation”) prevents anyone with material
non-public information about a company from dealing in its shares and from committing market manipulations.
A detailed Dealing Code contains restrictions on dealings by members of the Management Board and
Supervisory Board and certain employees of the Majorel Group, which are designed to ensure that insider
information is treated appropriately within the Majorel Group and to avoid insider dealing and market
manipulation.
Share transactions by members of the Management Board and Supervisory Board, as applicable, are reported in
the Investor Relations section of the www.majorel.com
website under the heading “Directors’ dealings.”
3.3 REMUNERATION REPORT
In accordance with the implementation of the second Shareholder Rights Directive (SRD II) into Luxembourg
law, Majorel Group Luxembourg S.A. is required to prepare and disclose a clear and understandable
Remuneration Report as set out in Article 7ter of the Luxembourg law of May 24, 2011, on Shareholders’ Rights,
as amended.
The Management Board and the Nomination and Compensation Committee (NCC) have jointly prepared the
report on the remuneration of the members of the Management Board and Supervisory Board, providing a
comprehensive overview of the remuneration awarded or due during the financial year 2022. In accordance with
Article 7ter of the Luxembourg law of May 24, 2011, on Shareholders’ Rights, as amended, the Remuneration
Report presents the application of the remuneration policy applicable in the financial year 2022.
As stated in the SRD II, the Remuneration Report is intended to provide a useful mechanism for shareholders to
better assess and monitor the performance of the Management Board. In this context, Majorel will disclose, for
example, the target achievement levels as well as the resulting remuneration awarded and due to allow for an
assessment of the pay-for-performance relationship.
The Remuneration Report will be presented as an advisory vote to the Annual General Meeting to be held in
June 2023 in respect of the financial year ended December 31, 2022.
3.3.1 Summary of the financial year 2022
The financial year 2022 represents another successful year for Majorel. Majorel could continue the growth and
achieved great business results (see section 2.10 for more details on the Company’s performance in the financial
year 2022).
Majorel’s remuneration policy was presented to the Annual General Meeting on June 20, 2022, for an advisory
vote and became effective as of January 1, 2022.
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63
The remuneration policy shall ensure an appropriate remuneration for the members of the Management Board
and Supervisory Board in line with the long-term interests and corporate strategy of Majorel. In particular, the
variable remuneration for the members of the Management Board sets appropriate incentives to foster the
profitable growth of the Company. In addition, the interests of our shareholders are taken into account through
a share-based long-term incentive plan for the Management Board. The interests of other stakeholders, such as
employees, are reflected by environmental, social and governance (ESG) targets in the remuneration of the
Management Board. The remuneration system of Majorel is designed to contribute to the future value creation
of the Group.
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64
3.3.2. Management Board remuneration in 2022
The remuneration of the members of the Management Board of Majorel consists of fixed and variable
remuneration elements. The fixed remuneration comprises their annual base salary, fringe benefits and pension
expenses. The variable remuneration consists of short-term and long-term remuneration elements. These are
linked to predefined financial and non-financial performance targets. They provide important incentives for the
successful implementation of the corporate strategy and the long-term development of the Company.
In order to address the new challenges of Majorel after the listing in 2021, the existing remuneration policy has
been adjusted from 2022 onwards. The remuneration elements were aligned more closely with the corporate
strategy and investors’ expectations. In addition, the remuneration policy 2022 takes particular account of the
regulatory requirements as a listed company, the interests of the shareholders and international best practice.
Remuneration policy 2022
1
Organic net revenue growth equals like-to like net revenue growth as defined in APM section.
2
Operating EBITDA margin defined as Operating EBITDA divided by net revenue.
3
Group profit was referred to as the Net Profit in the 2021 remuneration report.
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65
3.3.2.1. Fixed remuneration
Annual base salary
Each member of the Management Board receives a gross annual fixed amount in cash which is paid in twelve
equal instalments as a monthly gross salary.
Fringe benefits
The fringe benefits comprise market standard benefits such as contributions to certain insurances (e.g., accident
and disability insurance, group travel insurance), and a car allowance.
Pension
The members of the Management Board are entitled to local pension benefits.
In case of Thomas Mackenbrock, an employer-financed pension contract (Bertelsmann Pension Contract III)
with a fixed pension commitment upon reaching retirement age is agreed in Germany. The employer holds a
provision for this plan. An entitlement to surviving dependents’ pensions (spouse’s and/or orphans’ pensions)
and disability pensions is also governed by Pension Contract III in its currently valid version.
In case of Otmane Serraj, it is an employer-financed and fund-based defined contribution plan (BeFrank
scheme) established in the Netherlands. The employer makes a contribution for the employee available for
accruing pension. The premium is a percentage of the pension base (statutory defined pensionable salary). The
premium percentage for the participant is determined on basis of the agreements made between employer and
employee. An entitlement to surviving dependents’ pensions (spouse’s and/or orphans’ pensions) and disability
pensions is also governed by pension plan in its currently valid version.
3.3.2.2 Variable remuneration
In addition to the annual fixed remuneration, the members of the Management Board are entitled to variable
remuneration, comprising a short-term incentive (STI) and a long-term incentive (LTI).
The STI incorporates relevant financial and non-financial key performance indicators of Majorel.
Short-term incentive (STI)
The STI 2022 was designed as a target bonus and included both financial and business targets that are
measured over a one-year period. For each Management Board member, the NCC determined a target amount
(at 100% target achievement and a maximum of 150% in case of overachievement of the agreed targets) for the
STI. The final payout of the STI will be made in cash at the end of the performance period and depends on the
annual performance with regard to the defined financial and business targets.
Majorel operates in a large and structurally growing market and has continued to set the Company’s profitable
growth as a central objective also for 2022. This is addressed along multiple dimensions: driving growth with
existing clients and winning new clients, ensuring bottom-line with operational excellence and portfolio
management, growing in existing geographies and expanding into new countries, and offering existing services
and solutions as well as developing new offerings. Accordingly, the STI takes into account organic net revenue
growth
25
as the primary indicator of growth and Operating EBITDA margin as an indicator of operating
profitability. This is in line with the Company’s key performance indicators.
Besides financial targets, the STI comprises business targets that also contribute to the execution of the
Company’s strategy.
The financial targets have a weight of 66.6% (33.3% each), and the business target(s) have a weight of 33.3%
(100% in total). The target achievement of the targets can range from 0% to 150%. Consequently, the overall
target achievement, and therefore the final payout of the STI, is capped at 150% of the target amount.
25
Equals like-to-like net revenue growth as defined in APM section.
Annual Report 2022
66
STI 2022 – Overview
Financial performance in 2022
The NCC sets the targets and threshold values for the financial targets at the beginning of the financial year.
In 2022, the targets and threshold values as well as the actual values and the resulting achievement of the
financial targets were as follows:
Target achievement for financial targets in STI 2022
Financial targets Weighting 0% 100% 150% Actual
Target
achievement
Organic Net Revenue Growth
26
(2022 vs. 2021) (in %)
33.3% 5% 11% 15% 19% 150%
Operating EBITDA Margin
(in %)
33.3% 16.0% 16.6% 17.5% 17.8% 150%
Weighted target achievement financial targets
100%
Business performance 2022
To take into account operationally and individually financial relevant performance of the members of the Board
of Management, business targets were set at the beginning of the financial year at the reasonable discretion of
the NCC. These targets address objectives relevant to the implementation of the Company's long-term strategy.
For 2022, these business targets covered the Cash conversation rate as Free Cash Flow as % of Operating EBITDA
27
and the Group Profit.
The NCC has assessed the business performance of the members of the Management Board against the
background of the predefined business targets and set the target achievement at 25% for both members of the
Management Board, given the fulfillment of their respective targets and the outstanding development of
Majorel that is reflected in its financial and operational key performance indicators (see section 2.8 for KPIs).
Target achievement for business targets in STI 2022
Business targets Weighting 0% 100% 150% Actual
Target
achievement
Cash conversation rate as free cash flow
as % of Operating EBITDA
27
16.7% 51% 56% 60%
50%
0%
Group profit
16.7%
135
145
155
170
150%
Weighted target achievement business targets
25%
26
Equals like-to-like net revenue growth as defined in APM section.
27
Excluding the IPO bonus with Equity Deferral.
STI target
amount
in €
Payout
in €
(Cap: 150% of the
target amount)
Overall target achievement (0% - 150%)
x
=
Fiscal Year
Financial targets Business targets
+
Organic net revenue growth
Operating EBITDA margin
Individual financial /
operational targets
Weighting: 2/3 Weighting: 1/3
50%
50%
+
Annual Report 2022
67
Summary for STI 2022
Based on the performance with regard to financial and individual targets, the total target achievement and
resulting payout for the STI 2022 was as follows:
Overview of STI 2022
Target achievement
Target
amount
in € thousand
Organic net
revenue Growth
(33.3%)
28
Operating
EBITDA margin
(33.3%)
Business
targets
(33.3%)
Total target
achievement
Payout
amount in
€ thousand
Thomas
Mackenbrock
300 150% 150% 75% 125% 375
Otmane Serraj 200 150% 150% 75% 125% 250
Long-term incentive (LTI)
Majorel's long-term remuneration is aligned with the Company’s long-term and strategic goals.
The members of the Management Board were granted a long-term incentive plan, the main objectives of which
were business development since the inception of Majorel and the subsequent long-term value creation of
Majorel.
Against the background of the listing in September 2021, the Supervisory Board established an LTI to reflect the
new environment of Majorel as a listed company, taking effect from 2022. The new LTI incentivizes the long-term
development of Majorel by introducing relevant financial and non-financial (ESG) performance measures. These
measures are derived from Majorel's long-term planning and thus aligned with the Company’s strategy and with
investors’ expectations and reflected in the remuneration policy of the Management Board. Furthermore, the LTI
aligns the interests of Management Board members and shareholders by requiring members of the
Management Board to invest the net payout of the LTI in the Company’s shares.
The LTI 2022 onwards is designed as a Restricted Stock Plan (RSP) to incentivize the long-term development of
Majorel through the achievement of financial and non-financial targets and share price growth. The LTI is
granted annually and has a total performance period of five years, starting on January 1 of every year. It consists
of an initial target achievement period of one year and a subsequent lock-up period of four years until the end of
the performance period.
The financial target is based on group profit (weighted at 70%), while the non-financial targets are based on
environmental, social and governance (ESG) criteria (weighted 30%), which will be determined by the NCC at the
beginning of each financial year on the basis of predefined ESG criteria. For the first tranche of the RSP in 2022,
the Employee Net Promoter Score (20%) and renewable electricity share including the use of Renewable Energy
Certificates (RECs) (10%) have been set as ESG targets. The target achievement of the financial and non-financial
targets can range from 0% to 200%. The payout after the target achievement period is capped at 200% of the
target amount.
For each tranche of the LTI, the members of the Management Board are required to invest the net payout (after
deduction off all applicable payroll taxes and social security contributions) amount received under the LTI, after
the initial target achievement period, in Company shares that are subsequently subject to a lock-up period until
the end of the performance period, i.e., for four years. After the lock-up period, the shares are at the free
disposal of the members of the Management Board. Thus, the total performance period of the LTI is five years.
28
Equals like-to-like net revenue growth as defined in APM section.
Annual Report 2022
68
LTI 2022+ Overview
Summary for LTI 2022
Based on the performance with regard the LTI targets, the total target achievement and resulting payout for the
LTI 2022 was as follows:
Target achievement for targets in LTI 2022
LTI targets Weighting 0% 100% 200% Actual
Target
achievement
Group profit (millions €)
70% 135 145 165 170 200%
Employee Net Promoter Score (eNPS)
20%
15
20
30
34
200%
Share of renewable electricity globally
(incl. certificates)
10% 0% 50% 100% 100% 200%
Weighted target achievement LTI targets
200%
Overview of LTI 2022
Target achievement
Target
amount
in thousand €
Group
profit
in millions €
(70.0%)
Employee
Net Promoter
Score (eNPS)
(20.0%)
Share of
renewable
electricity
globally
(10.0%)
Total target
achievement
Payout
amount in
thousand
€
Thomas Mackenbrock
600
200%
200%
200%
200%
1,200
Otmane Serraj 400 200% 200% 200% 200% 800
Annual Report 2022
69
Share ownership guideline
The Supervisory Board has implemented a Share Ownership Guideline (SOG) for the Management Board from
2022 onwards. The purpose of the SOG is to further align the interests of the Management Board with those of
the shareholders of the Company. According to the SOG, the members of the Management Board are obliged to
invest 200% (for the CEO) and 150% (for the other members of the Management Board) of their respective gross
annual base salary in Company shares. The required share ownership will be built up regularly through this
obligation within the framework of the new LTI plan (see above). Shares held to fulfill the share ownership
obligation need to be held until the end of the Management Board membership. As long as the share ownership
obligation is not met, shares acquired within the framework of the LTI plan may not be sold, even if the
respective lock-up period for the shares has already expired.
Malus/clawback
Part of the remuneration system are malus/clawback regulations which have also been implemented with effect
from 2022. The Supervisory Board has the right to reduce variable remuneration that has not yet been paid out
(malus) or to reclaim variable remuneration that has already been paid out (clawback) for both the STI and the
LTI, under certain circumstances. Accordingly, before determining the payout amount of the STI and LTI,
respectively, the Supervisory Board will determine whether a predefined malus event justifies a reduction or
even forfeiture of the variable remuneration amount as determined on the basis of the target achievement level
and the respective plan terms. The set of events in which such an option applies is defined in the amendments
to the service agreements and comprises cases of deliberate breaches of duty (compliance malus/clawback) and
cases of incorrect consolidated financial statements (performance clawback).
In 2022, no variable remuneration was forfeited nor reclaimed.
3.3.2.3 Individual disclosure of Management Board remuneration in 2022
The following table summarizes the remuneration awarded or due during the financial year 2022 to the
members of the Management Board, and the proportion of fixed to variable remuneration.
The members of the Management Board entered into service agreements with Majorel based on essentially
similar terms. In addition to his service agreement with Majorel, Thomas Mackenbrock entered into a service
agreement with Majorel Holding Deutschland GmbH, which stipulates that he will perform 80% his total working
activities in Germany and the remaining 20% in Luxembourg.
At the same time, in addition to the service agreement with Majorel, Otmane Serraj entered into a service
agreement with Majorel Holding Nederland B.V., which stipulates that he will perform 70% of his total working
activities in the Netherlands and the remaining 30% in Luxembourg. The remuneration is paid by the respective
companies in accordance with the split between the countries.
Remuneration awarded or due to the members of the Management Board during the financial year
2022
Thomas Mackenbrock
(Chief Executive Officer)
Otmane Serraj
(Chief Financial and
Shared Services Officer)
thousand €
%
thousand €
%
Fixed remuneration
666
29.7%
430
29.0%
Annual base salary
600
400
Fringe benefits
18
18
Pension expenses
48
12
STI: Short-Term Incentive 2022
375
16.7%
250
16.9%
Remuneration (fixed + STI) 1,041 680
LTI: Restricted Stock Plan
1,200
53.5%
800
54.1%
Total remuneration incl. LTI 2,241
1,480
Annual Report 2022
70
3.3.3 Supervisory Board remuneration in 2022
The current members of the Supervisory Board have been appointed in accordance with the Articles of
Association and applicable law.
The Supervisory Board has established two committees: the Audit Committee and the Nomination and
Compensation Committee (NCC).
The remuneration of the members of the Supervisory Board consists of fixed remuneration elements only. The
chairperson of the Supervisory Board receives a fixed annual payment of €100,000. The members of the
Supervisory Board each receive a fixed annual payment of €50,000. The chairperson of a Supervisory Board
committee additionally receives a fixed annual payment of €25,000, provided that the relevant committee has
met at least once in the relevant financial year to perform its tasks. A member of the Supervisory Board who
serves for only a portion of a given financial year will be remunerated pro rata.
The remuneration awarded or due during the financial year 2022 to the members of the Supervisory Board is
summarized in the following table. It consists entirely of fixed remuneration elements.
Remuneration awarded or due to the members of the Supervisory Board during the financial year
2022
In € thousand
Period
Fixed annual
payment
Committee
fees
Total
remuneration
Members in office as of Dec.
31, 2022
Moulay Mhamed Elalamy
01.01. - 31.12.2022
100
-
100
Pim Berendsen (Chair of Audit
Committee)
01.01. - 31.12.2022
50
25
75
Geoffrey Dedieu
16.12. – 31.12.2022
2
-
2
Rolf Hellermann
01.01. - 31.12.2022
50
-
50
Laureen Kouassi-Olsson (Chair
of NCC)
01.01. - 31.12.2022
50
25
75
Anne Marie Magis
20.06. – 31.12.2022
26
-
26
Matthias Moeller
01.01. - 31.12.2022
50
-
50
Maud de Vries
20.06. – 31.12.2022
26
-
26
Bettina Wulf
01.01. – 20.06.2022
26.08. - 31.12.2022
41
-
41
Former members in 2022
Jörn Caumanns
01.01. - 26.08.2022
33
-
33
Ghita Lahlou El Yacoubi
01.01. - 12.12.2022
48
-
48
Nina Weiden
01.01. - 20.06.2022
24
-
24
Annual Report 2022
71
Development of remuneration and Company performance over time
Annual values
2022
2021
2020
Remuneration of the Management Board in thousand €
1
Thomas Mackenbrock
(Chief Executive Officer)
1,041
909
1,027
Otmane Serraj
(Chief Financial and Shared Services Officer)
680
605
651
Remuneration of the Supervisory Board in thousand €
2
Moulay Mhamed Elalamy
(Chairman of the Supervisory Board)
100
29
n/a
Pim Berendsen
(Member of the Supervisory Board and Chair of Audit
Committee)
75
22
n/a
Geoffrey Dedieu
(Member of the Supervisory Board)
2
n/a
n/a
Rolf Hellermann
(Member of the Supervisory Board)
50
14
n/a
Laureen Kouassi-Olsson
(Member of the Supervisory Board and Chair of NCC)
75
22
n/a
Anne Marie Magis
(Member of the Supervisory Board)
26
n/a
n/a
Matthias Moeller
(Member of the Supervisory Board)
50
14
n/a
Maud de Vries
(Member of the Supervisory Board)
26
n/a
n/a
Bettina Wulf
(Member of the Supervisory Board)
41
14
n/a
Average remuneration on a full-time equivalent basis of
employees in thousand €
1
Ø remuneration of employees of Majorel Group Luxembourg
S.A.
3
101
110
106
Company performance in million €
Net revenue
4
2,080
1,752
1,340
Operating EBITDA
4
369
313
199
1
Based on base salary and STI.
2
No remuneration before September 17, 2021.
3
Employees with employment contract in Luxembourg not within Management Board.
4
For more information see APM section on page 79.
Annual Report 2022
72
3.4 SHARES AND SHAREHOLDERS
Share capital
Issued share capital
The issued share capital of the Company is set at one million Euros (€1,000,000) represented by one hundred
million (100,000,000) registered shares (the “Shares”) with an accounting par value of one eurocent (€0.01) each.
All of the Shares are admitted to listing and trading on the regulated market operated by Euronext Amsterdam
N.V.
All Shares entitle to the same rights:
• all carry full dividend rights from January 1, 2021;
• each Share carries one vote at General Meetings;
• the Shares are subordinated to all other securities and claims in case of an insolvency of Majorel; and
• none of the Shares is subject to any transferability restrictions.
Issue of Shares – Authorized share capital
The General Meeting (or the Management Board within the limits of the authorized share capital, subject to the
prior approval of the Supervisory Board) may from time-to-time issue Shares.
Pursuant to the Articles of Association, the Management Board is authorized, with the prior consent of the
Supervisory Board (being a Supervisory Board Consent Matter requiring the positive vote of one Class B
Member), for a period starting on the date of publication in the Luxembourg Recueil Électronique des Sociétés et
Associations of the minutes of the extraordinary General Meeting held on September 6, 2021 and ending on the
fifth anniversary of the date of such publication, without prejudice to any renewals, to issue shares within the
limits of the authorized capital of Majorel, it being understood that any issuance of such instruments will reduce
the available authorized capital accordingly.
As of December 31, 2022, pursuant to the Articles of Association, Majorel’s authorized capital, excluding the
issued share capital, is set at €2,000,000, represented by 200,000,000 shares having an accounting par value of
€0.01 each (the “Authorized Capital”).
Pursuant to the Articles of Association, the Authorized Capital may be increased or reduced by a resolution of an
extraordinary General Meeting adopted in the manner required for an amendment of the Articles of Association.
The authorization given by the extraordinary General Meeting to the Management Board may be renewed
through a resolution of the extraordinary General Meeting adopted in the manner required for an amendment
of the Articles of Association and subject to the provisions of the 1915 Law, each time for a period not exceeding
five years.
The Management Board is authorized, subject to receiving the prior written approval of the Supervisory Board,
to determine the conditions of any share capital increase including through contributions in cash or in kind, by
the incorporation of reserves, issue premiums or retained earnings, with or without the issue of new shares, or
following the issue and the exercise of subordinated or non-subordinated bonds, convertible into or repayable
by or exchangeable for shares (whether provided in the terms at issue or subsequently provided), or following
the issue of bonds with warrants or other rights to subscribe for shares attached, or through the issue of stand-
alone warrants or any other instrument carrying an entitlement to, or the right to subscribe for, shares in
Majorel.
The Management Board is authorized, subject to receiving the prior written approval of the Supervisory Board,
to set the subscription price, with or without issue premium, the date from which the shares or other financial
instruments will carry beneficial rights and, if applicable, the duration, amortization, other rights (including early
repayment), interest rates, conversion rates and exchange rates of the aforesaid financial instruments as well as
all the other conditions and terms of such financial instruments including as to their subscription, issue and
payment, for which the Management Board may make use of Article 420-23 paragraph 3 of the 1915 Law.
Annual Report 2022
73
The Management Board is authorized, subject to receiving the prior written approval of the Supervisory Board,
to limit or exclude the preferential subscription rights of existing shareholders set out in the 1915 Law.
Treasury shares
The Company purchased no treasury shares during the year ended December 31, 2022 and held no treasury
shares on that date.
Significant shareholders
At December 31, 2022, the significant shareholders of Majorel, within the meaning of the Luxembourg law of
January 11, 2008 on transparency requirements (the “Transparency Law”), were as follows:
• Holding 39.49% of the Majorel issued share capital, Bertelsmann Luxembourg S.à r.l., a private limited
liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its
registered office at 43, Boulevard Pierre Frieden, L-1543 Luxembourg, Luxembourg and registered with the
Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg)
under number B 187218. The voting rights held by Bertelsmann Luxembourg S.à r.l. are indirectly controlled
by Christoph Mohn through Bertelsmann SE & Co.
KGaA and Bertelsmann Verwaltungsgesellschaft mbH.
The shares in Bertelsmann SE & Co. KgaA are held by foundations (Bertelsmann Stiftung, Reinhard Mohn
Stiftung, BVG-Stiftung) and the Mohn Family. All voting rights at the general meeting of Bertelsmann SE &
Co. KgaA are controlled by Bertelsmann Verwaltungsgesellschaft mbH. Only Christoph Mohn has indirect
voting control of Bertelsmann Verwaltungsgesellschaft mbH through a veto right.
•
Holding together 39.49% of the Majorel issued share capital, the Saham Shareholders, i.e. Saham
Customer Relationship Investments Limited, previously incorporated as a private limited liability
company (société à responsabilité limitée) under the laws of Luxembourg, registered since 30 December 2021
as a private company limited by shares under the laws of Dubai, United Arab Emirates, having its registered
office in the Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates and registered with the
DIFC under number 5353; and Saham Outsourcing Luxembourg S.à r.l., a private limited liability
company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered
office at 12 C, Rue Guillaume Kroll, L-1882 Luxembourg, Luxembourg and registered with the Luxembourg
Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B
229519. The voting rights held by the Saham Shareholders are attributed indirectly to Moulay Hafid Elalamy.
As at the date of this Annual Report, Majorel has not been notified of any other significant shareholdings in
excess of 5% of the shares in issue.
As at December 31, 2022, senior executives of Majorel held 0.91% of the Majorel issued share capital.
General Meetings of shareholders
The Annual General Meeting in respect of the financial year ended December 31, 2021, was held virtually on
June 20, 2022 via a live webcast. It unanimously approved the statutory and consolidated accounts as at
December 31, 2021 and all proposed resolutions, including the proposed dividend of € 0.32 per share.
The Annual General Meeting is held within six months following the end of the financial year at the address of
the registered office of Majorel or at such other place in the Grand Duchy of Luxembourg as may be specified in
the convening notice of the Annual General Meeting.
General Meetings will be held at the registered office or any other place in Luxembourg indicated in the
convening notice. General Meetings may be convened by the Management Board, by the Supervisory Board or,
as the case may be, by the independent auditor(s), and must be convened on the request of one or more
shareholders who together represent at least one tenth of Majorel’s capital. In such case, the General Meeting
shall be held within a period of one month from the receipt of such request.
Annual Report 2022
74
Convening notices for every General Meeting will be published at least 30 days before the date of the General
Meeting in (i) the Luxembourg Official Gazette (Recueil Électronique des Sociétés et Associations) and in a
Luxembourg newspaper; and (ii) such media which may reasonably be expected to be relied upon for the
effective dissemination of information to the public throughout the European Economic Area, and which are
accessible rapidly and on a non-discriminatory basis (the “EEA Publication”).
In the event that the presence quorum required by the 1915 Law or the Articles of Association to hold a General
Meeting is not met on the date of the first convened General Meeting of Shareholders, another General Meeting
may be convened by publishing the convening notice in the Luxembourg Official Gazette (Recueil Électronique
des Sociétés et Associations), a Luxembourg newspaper and the EEA Publication, at least 17 days prior to the date
of the reconvened meeting provided that (i) the first General Meeting was properly convened in accordance with
the above provisions; and (ii) no new item has been added to the agenda.
The convening notice will be communicated on the date of its publication to the registered shareholders, unless
they (or any one of them) have expressly and in writing agreed to receive communication by other means.
As Majorel’s shares are admitted to trading on the regulated market operated by Euronext Amsterdam N.V.,
Majorel is subject to the provisions of the Luxembourg law of May 24, 2011, on the exercise of certain rights of
shareholders at General Meetings of listed companies, as amended.
All shareholders are invited to attend and speak at all General Meetings, with each share in Majorel entitling to
one vote. Any shareholder may appoint another person, who need not be a shareholder, as its proxy at any
General Meeting.
Other than as required by law, resolutions will be adopted by the simple majority of votes validly cast, excluding
abstentions and nil votes. There is no quorum requirement for a meeting convened to consider the business
ordinarily to be considered by a shareholders’ meeting, which includes the examination of the reports by
management and the auditor, and if thought fit, the approval of the annual accounts, as well as the
determination of the allocation of profit and the decision to grant discharge of liability to the Management
Board, the Supervisory Board and the independent auditor. Any matter which does not fall within the scope of
an ordinary General Meeting, such as any resolution amending the Articles, will be adopted at an extraordinary
General Meeting, which shall require that no less than 50% of the issued share capital is represented, failing
which the meeting must be reconvened. Resolutions proposed at such an extraordinary General Meeting shall
be passed by a vote in favor of at least two-thirds of the votes validly cast, excluding abstentions and nil votes.
Subject to the provisions of the 1915 Law, the Management Board may, during the course of any General
Meeting, adjourn such General Meeting for four weeks. The Management Board shall do so at the request of
one or several shareholder(s) representing at least 10% of the share capital of Majorel. In the event of an
adjournment, any resolution already adopted by the General Meeting shall be cancelled.
3.5 LUXEMBOURG LAW ON TAKEOVER BIDS DISCLOSURES
The following disclosures are made in accordance with article 11 of the Luxembourg Law on Takeover Bids of 19
May 2006.
Share capital structure
The Company has issued a single category of shares. At December 31, 2022, Majorel had one hundred million
(100,000,000) registered shares with an accounting par value of one eurocent (€0.01) each in issue, all of which
are admitted to listing and trading on the regulated market operated by Euronext Amsterdam N.V.
Annual Report 2022
75
Transfer restrictions
There are no restrictions per se on the free transferability of Majorel’s shares.
Without prejudice to the foregoing, certain lock-up arrangements, which condition the transferability of their
shares to a certain extent, have been made between the significant shareholders mentioned in point 3.4 on
page 73 of this report (the “Major Shareholders”) and their respective shareholders (please see “Shareholders’
agreement with transfer restrictions” below for further details); between Majorel and certain of its senior
executive officers; but also between the Major Shareholders and BNP Paribas, Citigroup Global Markets Limited
and J.P. Morgan AG, who acted as joint global coordinators in the context of the admission to listing and trading
of the Company's shares on the regulated market operated by Euronext Amsterdam N.V., as further described in
the listing prospectus available on Majorel’s website at www.majorel.com
.
Major shareholders
The details of significant shareholders within the meaning of the Transparency Law are given in point 3.4 on
page 73 of this Annual Report.
Special control rights
All shares in Majorel have the same rights (as further described in point 3.4 on page 72 of this report). No
securities benefit from special control rights.
Control system in an employee share scheme
Article 11 (e) of the Luxembourg Law on Takeover Bids of May 19, 2006, does not apply, as Majorel has not put in
place an employee share scheme where the control rights are not exercised directly by the employees.
Voting rights
Each share in Majorel entitles to one vote at General Meetings. The Management Board may suspend the voting
rights of any shareholder in breach of his/her/its obligations as described in the Articles of Association, its
subscription agreement, deed of covenant or any relevant contractual arrangement entered into by such a
shareholder.
To vote at General Meetings, shareholders entitled to vote must duly evidence their shareholdings as of the
record date, determined in accordance with the Luxembourg Law of May 24, May 2011 on the exercise of
certain rights of shareholders at General Meetings of listed companies, as amended, which is midnight on the
day falling 14 days prior to the date of the General Meeting.
The voting rights of shares held in treasury are suspended and they are not taken into account in the
determination of the quorum and majority for General Meetings. The Management Board is authorized to
suspend the dividend rights attached to shares held in treasury. No shares are currently held in treasury and no
suspension has yet occurred.
Shareholders’ agreement with transfer restrictions
Bertelsmann Luxembourg S.à r.l., Saham Customer Relationship Investments Limited and Saham Outsourcing
Luxembourg S.à r.l. (the “Major Shareholders”) and their respective parent companies (together the “Parties”)
have entered into a Luxembourg law-governed shareholders’ agreement (the “Shareholders’ Agreement”),
which contains certain arrangements regarding the relationship between the Parties. The Shareholders’
Agreement notably provides for a right of first offer in case any Major Shareholder or their parent company(ies)
desires to transfer at least 1% of the shares in Majorel directly or indirectly held by it to any third party.
The Shareholders’ Agreement:
• may be terminated at any time by written agreement between all of the Parties; and
• shall terminate upon all of the shares in Majorel being held by (a) one person; or (b) members of the same
group to which one of the Major Shareholders’ parent company belongs.
Annual Report 2022
76
If any of the Major Shareholders or a permitted affiliate transferee (as defined in the Shareholders’ Agreement)
holds less than 5% in the share capital of Majorel as a consequence of the transfer thereof in accordance with
the terms of the Shareholders’ Agreement and the Articles, such Major Shareholder or permitted affiliate
transferee, as applicable, and its respective parent company (as defined in the Shareholders’ Agreement) or
ultimate parent (as the case may be), shall cease to be a party for the purposes of the Shareholders’ Agreement;
provided that if such parent company or ultimate parent is also the parent company or ultimate parent of
another Major Shareholder or permitted affiliate transferee, such parent company or ultimate parent will
continue to be a party for the purposes of the Shareholders’ Agreement for so long as that other Major
Shareholder or permitted affiliate transferee continues to hold 5% or more in the share capital of Majorel and
the Shareholders’ Agreement is not terminated in accordance with its terms.
Appointment and replacement of Board members, amendments of the Articles of Association
Appointment and replacement of Board members
Please refer to point 3.2.2 on pages 57 to 59 of this report, which cover the appointment and replacement
procedure for the members of the Management Board and the Supervisory Board. These reflect the terms of
the arrangements between the Parties to the Shareholders’ Agreement on this matter, as have been
incorporated in Majorel’s Articles of Association and/or internal rules and governance.
In addition, the Parties to the Shareholders’ Agreement agreed that the Supervisory Board shall have a
permanent chairman who shall be a member of the Supervisory Board that is appointed by a meeting of the
Supervisory Board out of a list of candidates proposed jointly by the Saham Shareholders and who shall preside
over meetings of the Supervisory Board and oversee the administration of the Supervisory Board process, in
each case consistent with the rules of procedure of the Supervisory Board and the Articles of Association. The
Chairman of the Supervisory Board shall not have a second or casting vote.
The Parties have further agreed that, upon proposal of removal, with or without cause, at any time, by
Bertelsmann Luxembourg S.à r.l. of a representative nominated by Bertelsmann Luxembourg S.à r.l. as a Class A
Member, the Major Shareholders shall take such actions as shall be necessary to cause any such representative
nominated by Bertelsmann Luxembourg S.à r.l. to be removed by a resolution of the General Meeting. The
Parties have further agreed that, upon proposal of removal, with or without cause, at any time, by the Saham
Shareholders of a representative nominated by the Saham Shareholders as a Class B Member, the Major
Shareholders shall take such actions as shall be necessary to cause any such representative nominated by the
Saham Shareholders to be removed by a resolution of the General Meeting.
According to the Shareholders’ Agreement, provided no Transfer Trigger Event (as defined here below) has
occurred, a vacancy in the total number of the non-executive representatives proposed by Bertelsmann
Luxembourg S.à r.l. shall be filled by persons proposed by Bertelsmann Luxembourg S.à r.l. by a resolution of
the General Meeting, and a vacancy in the total number of representatives proposed by the Saham
Shareholders shall be filled by persons proposed by the Saham Shareholders by a resolution of the General
Meeting, except that a representative who has previously been removed for cause may not be proposed to be
appointed to the Supervisory Board, and provided that the remaining members of the Supervisory Board shall
be entitled to fill in any such vacancy by person(s) proposed in accordance with the previous paragraph here
above, in each case on a temporary basis until the next General Meeting. In connection with each appointment
or removal of a representative, the Major Shareholder proposing a representative or proposing a removal shall
give prompt written notice thereof to all the representatives and the other Major Shareholders.
Annual Report 2022
77
If the aggregate amount of shares held directly or indirectly by a parent company of a Major Shareholder and its
affiliates (as defined in the Shareholders’ Agreement) (the “Transferring Group”) falls below 15% of the then
total outstanding shares (a “Transfer Trigger Event”), the Transferring Group shall cease to be entitled to
exercise the right to nominate two or five (as applicable) non-executive representatives (including the Chairman,
if applicable) to the Supervisory Board, provided that, the Transferring Group shall be entitled to nominate one
representative who shall be required for a quorum for the transaction of business at any meeting of the
Supervisory Board in accordance with the Articles of Association and the rules of the Supervisory Board and
further provided that any other representatives nominated by the Transferring Group shall be promptly
removed in accordance with the Articles of Association and the rules of the Supervisory Board.
Provided no Transfer Trigger Event has occurred, Bertelsmann Luxembourg S.à r.l. shall have the right to
propose the removal of the CEO at any time, with or without cause, and the Saham Shareholders shall have the
right to propose the removal of the CEO for cause (in which case, each Major Shareholder shall take action to
affect such removal by the Supervisory Board). Provided no Transfer Trigger Event has occurred, in the case of
any vacancy in the position of the CEO of Majorel, Bertelsmann Luxembourg S.à r.l. shall have the right to
nominate any successor CEO, except that Bertelsmann Luxembourg S.à r.l. may not nominate a CEO who has
previously been removed from Majorel for cause and provided that any such vacancy may be filled by the
Supervisory Board on a temporary basis with any representative nominated by Bertelsmann Luxembourg, in
which case Bertelsmann Luxembourg S.à r.l. shall be entitled to nominate a person to fill in a vacancy on the
Supervisory Board.
Provided no Transfer Trigger Event has occurred, the Saham Shareholders shall have the right to propose the
removal of the CFSO at any time, with or without cause, and Bertelsmann Luxembourg S.à r.l. shall have the right
to propose the removal of the CFSO for cause (in which case, each Major Shareholder shall take action to affect
such removal by the Supervisory Board). Provided no Transfer Trigger Event has occurred, in the case of any
vacancy in the position of the CFSO of Majorel, the Saham Shareholders shall have the right to nominate any
successor CFSO, except that the Saham Shareholders may not nominate a CFSO who has previously been
removed from Majorel for cause and provided that any such vacancy may be filled by the Supervisory Board on a
temporary basis with any representative nominated by the Saham Shareholders, in which case the Saham
Shareholders shall be entitled to nominate a person to fill in a vacancy on the Supervisory Board.
Amendments of the Articles of Association
Luxembourg law requires an extraordinary general meeting of shareholders to vote on any amendment of the
Articles of Association. The agenda of the extraordinary general meeting of shareholders must indicate the
proposed amendments to the Articles of Association.
Extraordinary general meetings of shareholders have a quorum requirement of at least 50% of Majorel’s issued
share capital to which voting rights are attached, unless otherwise provided by the Articles of Association or
mandatorily required by law. If such quorum is not present, a second extraordinary general meeting of
shareholders may be convened at a later date with no quorum according to the appropriate notification
procedures. Resolutions must be adopted at an extraordinary general meeting by a two-thirds majority of the
votes validly cast on such resolutions. Abstentions are not considered votes validly cast. Except in the case of a
merger, a demerger or proceedings assimilated thereto under the 1915 Law, an amendment of the corporate
objectives of the Company or its legal form requires in addition the approval by a General Meeting of holders of
bonds issued by the Company at the majority and quorum provided for by the 1915 Law. For the avoidance of
doubt, the Company has not, as at December 31, 2022, issued any bonds.
Annual Report 2022
78
Powers of the Management Board and Supervisory Board, and power to issue or buy back shares
The Management Board is responsible for managing Majorel, and the members of the Management Board
represent the Company in dealing with third parties. All decisions of the Management Board shall require the
prior approval of the Supervisory Board; however, the Supervisory Board has decided to authorize all
management actions by the Management Board without approval to the extent such actions do not constitute a
matter listed as a “Supervisory Board Consent Matter” in the rules of procedure of the Supervisory Board.
29
Within this limit, the Management Board is vested with the broadest powers to act in the name of Majorel and to
take any actions necessary or useful to fulfill Majorel’s corporate purpose. All powers not expressly attributed to
the Supervisory Board or to the General Meeting by the 1915 Law, by the Articles of Association or the internal
rules of procedure of the Supervisory Board shall be within the competence of the Management Board.
The power of the Management Board with regard to the issue of shares is detailed under point 3.4 on page 72
of this Annual Report.
The Management Board and/or the Supervisory Board are not as such empowered to decide on a redemption
of Majorel’s shares. In accordance with the 1915 Law, except where the shares repurchased are to be
distributed to the employees, the authorization to acquire the shares must be given by the General Meeting,
which shall determine the terms and conditions of the repurchase. At its meeting held on June 20, 2022, the
General Meeting authorized the Management Board to acquire up to 10% (ten percent) of the total number of
the Company's shares in issue at the date of the Annual General Meeting within a period of 5 (five) years as from
the date of the Annual General Meeting for a consideration which may not exceed an amount equal to 110%
(one hundred ten percent) of the reference price of the shares on Euronext Amsterdam and not less than EUR
0.01 (one euro cent), the reference price being the weighted average price for the market value for such shares
for the 5 (five) days of trading immediately preceding each date of repurchase. As at December 31, 2022, the
Management Board had not decided to implement any share repurchase in furtherance of the authorization
granted by the General Meeting.
Significant agreements or essential business contracts
Under Majorel’s contracts with its clients, Majorel’s clients are generally not contractually committed to providing
Majorel specific volumes; therefore, irrespective of any termination right that may arise out of a change of
control following a takeover bid, clients may in any case decide to reduce the volume provided to Majorel in the
case of a takeover bid.
Agreements with board members and employees
The members of the Management Board and several senior executives are entitled to contractual severance
payments in the case of dismissal, except in the event of termination for good cause by the contracting Majorel
Group company.
29
The Supervisory Board Consent Matters are publicly available on Majorel’s website (www.majorel.com).
Annual Report 2022
79
Alternative
Performance
Measures
(APMs)
Annual Report 2022
80
4. Alternative Performance Measures (APMs)
Throughout its financial publications, Majorel uses Alternative Performance Measures (APMs) in addition to the
figures that are prepared in accordance with IFRS. Majorel uses APMs to provide additional information to
investors and to enhance the understanding of the results. Majorel’s management considers them important
supplemental measures of its performance, as we believe those help to illustrate underlying trends in the
Group’s business and use the measures to establish budgets and operational goals, communicate internally and
externally, for managing the Group’s business and evaluating its performance. We also believe these measures
are meaningful for investors to evaluate and compare the Group’s operating performance with its results in
prior periods. These non-IFRS financial measures should be read in conjunction with and not as an alternative
for the Group’s financial information prepared in accordance with IFRS. All measures that are covered by IFRS
are not considered to be APMs.
Majorel uses the following APMs:
• net revenue
• change in like-for-like net revenue, %
• net revenue retention (NRR), %
• Operating EBITDA
• Operating EBITDA margin, %
• free cash flow
• cash conversion rate, %
• capital expenditure
• net working capital, and
• economic debt.
Investors should consider that similarly titled APMs reported by other companies may be calculated differently.
For that reason, the comparability of APMs across companies might be limited. In accordance with the
guidelines of the European Securities and Markets Authority (ESMA), the following information is given in regard
to the above-mentioned alternative performance measures:
1. Definition of the APM.
2. Reconciliation of the APM to the most directly reconcilable line item, subtotal or total presented in the financial
statements.
Majorel’s most recent financial publications at any time are available online at our website.
Net revenue
Net revenue for the Group corresponds to revenues as reported in our management reporting less certain
direct, order-related external costs which are part of external expenses and costs of materials and consist mainly
of cost of services purchased (subcontracted or outsourced services). Net revenue for each Segment
corresponds to the according Segment revenues less certain direct, order-related inter-Segment and external
costs. Management reporting data excludes revenues from minor activities (primarily the Sonopress Business)
outside Majorel Group’s core business which are reported in the Condensed Consolidated Interim Financial
Statements (the “Sonopress Business” is defined as certain non-core business activities historically carried out by
Arvato de Mexico, S.A. de C.V., which was wound down in 2021). Management believes that the inclusion of
supplementary adjustments to revenue applied in presenting net revenue are appropriate to provide additional
information. Management believes that net revenue is a non-IFRS measure representing a core business growth
indicator.
Annual Report 2022
81
In € million 2022 2021 growth
Revenue
2,100
1,811
+16%
Less minor activities
0
2
Less direct costs
20
57
Net revenue
2,080
1,752
+19%
Change in like-for-like net revenue
Like-for-like net revenue growth corresponds to net revenue growth year over year, adjusted for certain specific
non-recurring items. For FY 2022 to FY 2021 like-for-like net revenue comparison, the contribution of the first-
time consolidation of the acquisition of Mayen, Alembo, Findasense, and IST and the reduction of COVID-19-
related business were adjusted. Management believes that like-for-like net revenue growth is a non-IFRS
measure representing a business growth indicator.
In € million
Total
Net revenue 2021
1,752
COVID-19-related business
(50)
Acquisitions
47
Like-for-like
331
Net revenue 2022
2,080
Net revenue retention
Net revenue retention 2022 is defined as net revenue generated by clients in FY2022 divided by net revenue
generated by the same cohort of clients in FY2021 (excluding net revenue contributed by Mayen, Alembo,
Findasense, and IST that were acquired during 2022).
The data for calculating this indicator is derived from the Group’s client management reporting, which is not part
of financial reporting. Management believes that this measure is an indicator for assessing the growth with the
existing client base.
Operating EBITDA
Operating EBITDA is defined as EBIT (earnings before interest and taxes) adjusted for amortization and
depreciation, impairment and reversal on intangible assets, property, plant and equipment and right-of-use
assets, adjusted for (i) impairment on goodwill and other intangible assets with indefinite useful life as well as
gains from business combinations, (ii) impairment on carrying amounts on assets held for sale, (iii)
impairment/reversals on other financial assets at amortized cost, (iv) impairment/reversals on investments
accounted for using the equity method, (v) results from disposals of investments, (vi) fair value measurement of
investments, (vii) results from disposals of intangible assets and property, plant and equipment, (viii) operating
realized and unrealized forex gains and losses including on derivatives, (ix) expenses on long-term incentive
programs and (x) further adjustments such as restructuring, acquisition-related and integration expenses, and
other special items. The Operating EBITDA definition has been updated with effect from January 2022. Prior year
data have been restated accordingly to allow comparison.
We use Operating EBITDA to assess the operating performance and the profitability development of our
business as Operating EBITDA shows our EBIT as adjusted for depreciation and amortization, which are non-
cash charges, and specific periodic outcomes to enhance comparability of our results over periods or with other
companies.
When comparing Operating EBITDA with peer group data, it should be taken into account that the total
adjustments in a given year do not represent the full amount of all special effects incurred in a given year, as
rather only material effects subject to certain thresholds will be considered for the purpose of calculating
Operating EBITDA.
Annual Report 2022
82
In € million
2022
2021
restated
2021
as reported
in AR 2021
EBIT (earnings before interest and taxes)
239
105
105
Amortization/depreciation, impairment, and reversals on
intangible assets, property, plant and equipment and right-of-
use assets
115 85 85
Gains from business combinations
(3)
-
-
Operating realized and unrealized forex gains and losses
(11)
(1)
-
Expenses on long-term incentive programs
12
128
-
Restructuring costs
5
(2)
-
Acquisition-related and other special items
12
(2)
126
30
Operating EBITDA
369
313
316
Operating EBITDA reported for the prior period (€316 million) is restated to €313 million with the difference for
€1 million of operating realized and unrealized forex gains including on derivatives and €2 million of acquisition-
related and other special items to allow comparison with prior year based on the updated Operating EBITDA
definition.
Operating EBITDA margin
We define Operating EBITDA margin as Operating EBITDA divided by net revenue.
Management uses Operating EBITDA margin as indicator for assessing the development of Group and segment
profitability.
Free cash flow
Free cash flow is defined as Operating EBITDA less adjustments minus increase/plus decrease in net working
capital after net cash out from pensions, payments from leases and net investments in property, plant and
equipment and intangible assets excluding net payments from acquisitions and disposals of financial assets.
Our management uses free cash flow to demonstrate growth and operational performance and the capacity of
Majorel Group to generate liquidity from operating activities in order to meet its commitments.
In € million
2022
2021
Cash flow from operating activities
236
185
Add back: Taxes paid
43
40
Add back: Other adjustments not included in free cash flow
(1)
Less: Capital expenditure
(80)
(61)
Less: Payment from lease
(57)
(50)
Less: Scope and other effects
(1)
5
Free cash flow
141
118
in % of Operating EBITDA (CCR)
38%
38%
Our free cash flow is negatively affected by IPO-related bonus payments, by the effects of the Chinese Covid-19
lockdown on net working capital and by some extension of payment behavior.
30
FY 2019-2021 Operating EBITDA has been restated to comply with the updated EBITDA definition. For restated Operating EBITDA 2021
this amount is split in positions "Expenses on long-term incentive programs" (€128 million) and "Restructuring costs" (€(2) million).
Annual Report 2022
83
Cash conversion rate
Cash conversion rate (CCR) is defined as free cash flow divided by Operating EBITDA. Management believes that
cash conversion rate is a non-IFRS measure representing a financial indicator to assess the capacity of the
Group to generate cash flow compared to its profits.
The CCR for 2022 is 38%. Excluding the effects relating to the IPO bonus with Equity Deferral, the CCR amounts
to 50% in 2022 and would be slightly below our target corridor of 51-56%.
Capital expenditure
Capital expenditure is defined as investments in intangible assets and investments in property, plant, and
equipment.
In € million
2022
2021
Investments in intangible assets
4
4
Investments in property, plant and equipment
76
57
Capital expenditure
80
61
Management uses capital expenditure to assess and demonstrate the capacity of the Group for future business
growth.
Net working capital
Net working capital is defined as inventories plus trade and other current receivables, other current non-
financial assets, and deferred items (assets), less trade and other current payables, other current provisions and
deferred items (liabilities). Current income tax receivables and payables and cash equivalents are not included in
our definition of net working capital.
We use net working capital to assess the capital requirements of our operating business.
In € million
31.12.2022
31.12.2021
Inventories
-
0
+
Trade receivables
491
388
-
Trade payables
(137)
(129)
Trade working capital
354
259
+
Other receivables and other current assets
31
87
75
+
Deferred items (assets)
21
15
-
Other payables
32
(308)
(285)
-
Deferred items (liabilities)
(4)
(2)
-
Other provisions
(45)
(30)
Other working capital
(249)
(228)
Net working capital
105
31
31
Other receivables excluded: advance payments for business acquisitions EUR 6 million as at December 31, 2022 (EUR 58 million as at 31
December, 2021).
32
Other payables excluded: contingent consideration for acquisition of investments EUR 20 million as at December 31, 2022.
Annual Report 2022
84
Economic debt
Economic debt is defined as financial debt less cash and cash equivalents plus pensions, similar obligations, and
lease liabilities.
Management believes that economic debt is a non-IFRS measure representing a financial position indicator to
assess Group’s funding capacity and its liquidity.
In € million
31.12.2022
31.12.2021
Cash and cash equivalents
245
238
Liabilities to banks
(136)
(74)
Other financial debt
(4)
(85)
Net cash position
105
79
Provisions for pensions and similar obligations
(32)
(43)
Lease liabilities
(140)
(125)
Economic cash/(debt)
(67)
(89)
Annual Report 2022
85
Glossary
of Terms
Annual Report 2022
86
5. Glossary of Terms
Capital expenditure (CAPEX)
Capital expenditure is defined as investments in intangible assets and investments in property, plant, and
equipment. For details see APM section on page 79 of the Annual Report 2022.
Cash conversion rate
Cash conversion rate is defined as free cash flow divided by Operating EBITDA. For details see APM section on
page 79 of the Annual Report 2022.
CEA
CEA refers to Majorel’s China, East Asia business Segment.
Change in like-for-like net revenue
Like-for-like net revenue growth corresponds to net revenue growth year over year, adjusted for certain specific
non-recurring items. For FY 2022 to FY 2021 like-for-like net revenue comparison, the contribution of the first-
time consolidation of the acquisition of Mayen, Alembo, Findasense, and IST and the reduction of COVID-19-
related business FY 2022 vs. FY 2021 were adjusted. For details see APM section on page 79 of the Annual
Report 2022.
China Business
China Business means the acquisition of Shanghai Majorel Commercial Services Co., Ltd. (previously, Shanghai
Bertelsmann Commercial Services Co. Ltd.), Shanghai Majorel Digital Marketing Co., Ltd. (previously, Shanghai
Bertelsmann-Arvato Information Services Co. Ltd.) and Shanghai Majorel CX Business solutions Co., Ltd.
(previously, Bertelsmann-Arvato Commercial Services (Shanghai) Co., Ltd.).
COVID-19-related business
COVID-19-related business means contracts to provide services in the fight against the COVID-19 pandemic.
CR
CR refers to Corporate Responsibility and also includes ESG (Environmental, Social and Governance).
CX/CXM
CX refers to Customer Experience and CXM to Customer Experience Management.
DE&I
DE&I refers to Diversity, Equity & Inclusion and is one of Majorel’s five CR pillars.
EASA
EASA refers to Majorel’s Europe, Africa, and South America business Segment.
EBIT
EBIT is defined as earnings before interest and taxes.
Economic debt
Economic debt is defined as financial debt less cash and cash equivalents plus pensions, similar obligations, and
lease liabilities. For details see APM section on page 79 of the Annual Report 2022.
EPS
Basic earnings per share (EPS) is calculated by dividing the net profit attributable to shareholders by the
weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by
the Group and held as treasury shares and the shares held under the liquidity program, if any. Diluted earnings
per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. There is currently no category of dilutive potential ordinary
shares.
Annual Report 2022
87
Free cash flow
Free cash flow is defined as Operating EBITDA less adjustments minus increase/plus decrease in net working
capital after net cash out from pensions, payments from leases and net investments in property, plant and
equipment and intangible assets excluding net payments from acquisitions and disposals of financial assets. For
details see APM section on page 79 of the Annual Report 2022.
GEMS
GEMS refers to Majorel’s Global English, Middle East and Southeast Asia business Segment.
Net revenue
Net revenue for the Group corresponds to revenues as reported in our management reporting less certain
direct, order-related external costs which are part of external expenses and costs of materials and consist mainly
of cost of services purchased (subcontracted or outsourced services). Net revenue for each Segment
corresponds to the according Segment revenues less certain direct, order-related inter-Segment and external
costs. Management reporting data excludes revenues from minor activities (primarily the Sonopress Business)
outside Majorel Group’s core business which are reported in the Condensed Consolidated Interim Financial
Statements (the “Sonopress Business” is defined as certain non-core business activities historically carried out by
Arvato de Mexico, S.A. de C.V., which was wound down in 2021). For details see APM section on page 79 of the
Annual Report 2022.
Net revenue retention (NRR)
Net revenue retention 2022 is defined as net revenue generated by clients in FY2022 divided by net revenue
generated by the same cohort of clients in FY2021 (excluding net revenue contributed by Mayen, Alembo,
Findasense and IST that were acquired during 2022). For details see APM section on page 79 of the Annual
Report 2022.
Net working capital
Net working capital is defined as inventories plus trade and other current receivables, other current non-
financial assets, and deferred items (assets), less trade and other current payables, other current provisions, and
deferred items (liabilities). Current income tax receivables and payables and cash equivalents are not included in
our definition of net working capital. For details see APM section on page 79 of the Annual Report 2022.
Offshore
We define “Offshore” as net revenue from the following countries (even if some local business is included):
Armenia, Colombia, Costa Rica, Croatia, Egypt, Estonia, Georgia, Ghana, Greece, India, Ivory Coast, Kenya,
Lithuania, Malaysia, Mexico, Morocco, North Macedonia, Peru, Philippines, Poland, Portugal, Romania, Senegal,
Suriname, Togo, and Türkiye.
Operating EBITDA
Operating EBITDA is defined as EBIT (earnings before interest and taxes) adjusted for amortization and
depreciation, impairment and reversal on intangible assets, property, plant and equipment and right-of-use
assets, adjusted for (i) impairment on goodwill and other intangible assets with indefinite useful life as well as
gains from business combinations, (ii) impairment on carrying amounts on assets held for sale, (iii)
impairment/reversals on other financial assets at amortized cost, (iv) impairment/reversals on investments
accounted for using the equity method, (v) results from disposals of investments, (vi) fair value measurement of
investments, (vii) results from disposals of intangible assets and property, plant and equipment, (viii) operating
realized and unrealized forex gains and losses including on derivatives, (ix) expenses on long-term incentive
programs and (x) further adjustments such as restructuring, acquisition-related and integration expenses, and
other special items. The Operating EBITDA definition has been updated with effect from January 2022. Prior year
data have been restated accordingly to allow comparison. For details see APM section on page 79 of the Annual
Report 2022.
Operating EBITDA margin
We define Operating EBITDA margin as Operating EBITDA divided by net revenue. For details see APM section
on page 79 of the Annual Report 2022.
Annual Report 2022
88
Consolidated
Financial
Statements
Annual Report 2022
89
Consolidated statement of profit and loss
in € millions
Notes
2022
2021
Revenues
1
2,100
1,811
Other operating income
2
48
37
External expenses and costs of materials
3
(397)
(423)
Personnel costs
4
(1,398)
(1,236)
Amortization/depreciation, impairment and reversals on intangible
assets, property, plant and equipment and right-of-use assets
5
(115)
(85)
Results from investments accounted for using the equity method
12
1
1
EBIT (earnings before interest and taxes)
239
105
Interest income
6
1
1
Interest expenses
6
(4)
(3)
Other financial income
7
-
2
Other financial expenses
7
(15)
(5)
Financial result
(18)
(5)
Earnings before taxes
221
100
Income tax expense
8
(51)
(20)
Group profit or loss
170
80
attributable to:
Majorel shareholders
169
80
Non-controlling interests
1
-
Earnings per share (in €)
– Basic
9
1.69
0.80
– Diluted
9
1.69
0.80
The notes on pages 94 to 139 are an integral part of these consolidated financial statements.
Annual Report 2022
90
Consolidated statement of comprehensive income
in € millions
Notes
2022
2021
Group profit or loss
170
80
Items that will not be reclassified subsequently to profit or
loss
Remeasurement component of defined benefit plans
13
9
Items that will be reclassified subsequently to profit or loss
when specific conditions are met
Exchange differences
– changes recognized in other comprehensive income
(23)
12
Other comprehensive income net of tax
17
(10)
21
Group total comprehensive income
160
101
attributable to:
Majorel shareholders
159
101
Non-controlling interests
1
-
The notes on pages 94 to 139 are an integral part of these consolidated financial statements.
Annual Report 2022
91
Consolidated statement of financial position
in € millions
Notes
12/31/2022
12/31/2021
Assets
Non-current assets
Goodwill
10
196
94
Other intangible assets
10
44
20
Property, plant and equipment and right-of-use assets
11
282
245
Investments accounted for using the equity method
12
4
3
Trade and other receivables
14
9
1
Deferred tax assets
8
41
38
576
401
Current assets
Trade and other receivables
14
526
467
Other financial assets
13
2
11
Other non-financial assets
15
70
68
Current income tax receivables
12
18
Cash and cash equivalents
16
245
238
855
802
1,431
1,203
Equity and liabilities
Equity
17
Subscribed capital
1
1
Capital reserve
231
255
Retained earnings
316
138
Majorel shareholders' equity
548
394
Non-controlling interests
10
5
558
399
Non-current liabilities
Provisions for pensions and similar obligations
18
32
43
Other provisions
19
11
8
Deferred tax liabilities
8
6
2
Financial debt
20
132
70
Lease liabilities
21
91
80
Trade and other payables
22
20
-
Other non-financial liabilities
22
18
-
310
203
Current liabilities
Other provisions
19
45
30
Financial debt
20
8
89
Lease liabilities
21
49
45
Trade and other payables
22
179
156
Other non-financial liabilities
22
252
261
Current income tax payables
30
20
563
601
1,431
1,203
The notes on pages 94 to 139 are an integral part of these consolidated financial statements.
Annual Report 2022
92
Consolidated statement of cash flow
in € millions
Notes
2022
2021
Earnings before interest and taxes
239
105
Amortization, depreciation and write-ups of non-current assets
5
115
85
Gains from business combinations
25
(3)
-
Change in provisions for pensions and similar obligations
18
(3)
(1)
Change in other provisions
19
(1)
11
Change in net working capital
(74)
24
Taxes paid
8
(43)
(40)
Other effects
6
1
Cash flow from operating activities
236
185
Investments in:
– intangible assets
10
(4)
(4)
– property, plant and equipment
11
(76)
(57)
– purchase prices for consolidated investments (net of acquired
cash)
25
(19)
(56)
– prepaid consideration for business acquisition
14,15
(5)
(58)
– other investments and financial assets
-
(5)
Disposals of other fixed assets
8
6
Cash flow from investing activities
(96)
(174)
Proceeds from/redemption of financial debt
26
(23)
105
Redemption of lease liabilities
(52)
(46)
Interest paid
(8)
(6)
Dividends to Majorel shareholders
17
(32)
(19)
Dividends to non-controlling interests
(1)
-
Other effects
(5)
(8)
Cash flow from financing activities
(121)
26
Change in cash and cash equivalents
19
37
Exchange rate effects and other changes in cash and cash
equivalents
(12)
6
Cash and cash equivalents as of 1/1
238
195
Cash and cash equivalents as of 12/31
16
245
238
The notes on pages 94 to 139 are an integral part of these consolidated financial statements.
Annual Report 2022
93
Consolidated statement of changes in equity
in € millions
Notes
Subscribed
capital
a)
Capital
reserve
Retained
earnings
Majorel
shareholders'
equity
Non-
controlling
interests
Total
Balance as of 1/1/2021
-
275
37
312
5
317
Group profit or loss
-
-
80
80
-
80
Other comprehensive
income
17
-
-
21
21
-
21
Group total comprehensive
income
-
-
101
101
-
101
Dividend distributions
-
(19)
-
(19)
-
(19)
Transfer
1
(1)
-
-
-
-
Equity transactions with
shareholders
1
(20)
-
(19)
-
(19)
Balance as of 12/31/2021
1
255
138
394
5
399
Balance as of 1/1/2022
1
255
138
394
5
399
Group profit or loss
-
-
169
169
1
170
Other comprehensive
income
17
-
-
(10)
(10)
-
(10)
Group total comprehensive
income
-
-
159
159
1
160
Dividend distributions
17
-
(24)
(8)
(32)
(1)
(33)
Acquisition of subsidiary
with non-controlling
interests
17
-
-
-
-
5
5
Equity transactions with
shareholders
-
(24)
(8)
(32)
4
(28)
Hyperinflation impact
-
-
27
27
-
27
Balance as of 12/31/2022
1
231
316
548
10
558
a) As of January 1, 2021, the subscribed capital amounts to €404 thousand.
The notes on pages 94 to 139 are an integral part of these consolidated financial statements.
Annual Report 2022
94
Notes to the Consolidated Financial Statements
Reporting Unit
Majorel is a customer experience (CX) service provider with more than 82,000 employees based in 48 countries
(45 operating countries) as of December 31, 2022, in Europe, the Middle East, Africa, Americas and Asia.
Majorel Group Luxembourg S.A. is the parent company of the Majorel Group and domiciled in Boulevard de
Kockelscheuer 18, 1821, Luxembourg. The company is a stock company (société anonyme) registered in
Luxembourg and entered in the trade register Registre de Commerce et des Sociétés under the number
B227626. On September 24, 2021, Majorel Group completed the initial public offering of own shares on
Euronext Amsterdam N.V. (“Euronext Amsterdam”). As of December 31, 2022, the total number of public shares
is 20,109,627, representing 20.1% of Majorel Group’s issued share capital. Following the completion of the
public offering, Bertelsmann and Saham Group each holds 39.5%, Management of Majorel Group holds 0.9% of
the issued share capital of Majorel.
As ultimate parent, Bertelsmann SE & Co. KGaA is consolidating Majorel Group Luxembourg S.A. and its
subsidiaries in its consolidated financial statements. Bertelsmann SE & Co. KGaA is a company incorporated
under German law whose registered office is established at Carl-Bertelsmann-Strasse 270, D-33311 Gütersloh,
Germany. Consolidated financial statements for Bertelsmann SE & Co. KGaA can be obtained at its registered
office; it is entered in the commercial register of the Gütersloh Local Court (Amtsgericht) under HRB 9194.
Majorel consists of Majorel Group Luxembourg S.A. and its direct and indirect subsidiaries and associates.
Basis of Accounting
The Majorel Consolidated Financial Statements as of December 31, 2022, were prepared in accordance with
International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB) and
the related interpretations (IFRIC) of the IFRS Interpretations Committee (IFRS IC) that are applicable in the
European Union (IFRS-EU).
Majorel uses one set of global accounting policies, which are IFRS compliant. The principal accounting policies
adopted in the preparation of the Consolidated Financial Statements are set out in the section “Accounting and
Measurement Policies”. These policies have been consistently applied to all the years and consolidated
statement of financial position dates presented, unless otherwise stated. The Consolidated Financial Statements
as of December 31, 2022, were authorized for issue by the Management Board on March 13, 2023.
The Consolidated Financial Statements are prepared in euros. Unless otherwise stated, all amounts are given in
millions of euros (€ million). For the sake of clarity, certain items are aggregated in the consolidated statement of
profit or loss, consolidated statement of comprehensive income, consolidated statement of financial position,
consolidated statement of cash flows and consolidated statement of changes in equity. These items are
disclosed and explained in greater detail in the notes.
The Consolidated Financial Statements have been prepared under the historical cost convention except for the
following material items in the consolidated statement of financial position:
• Equity instruments at fair value through other comprehensive income are measured at fair value.
• Derivative financial instruments are measured at fair value.
• Non-derivative financial instruments at fair value through profit or loss (FVTPL) are measured at fair value.
• The defined benefit assets and liabilities are measured in accordance with IAS 19.
Impact of New Financial Reporting Standards
The initial application of new financial reporting standards and interpretations had no material impact on
Majorel.
Annual Report 2022
95
Impact of Issued Financial Reporting Standards that Are Not Yet Effective
The Majorel Group has not opted for early adoption of any additional standards, interpretations or amendments
that have been issued by the IASB or the IFRS IC but are not yet mandatory. The expected impact from the
issued financial reporting requirements that are not yet effective is not material to the Majorel Group.
Hyperinflation in Türkiye
Since April 2022, Türkiye is considered to be a hyperinflationary economy as per IAS 29. As a result, the financial
statements of the subsidiary whose functional currency is Turkish Lira have therefore been restated for the
effects of inflation by applying the customer price index and then translated into Euro using the exchange rate
at the reporting date.
Effects of Coronavirus Pandemic on the Consolidated Financial Statements
The coronavirus outbreak has continued to develop during 2022, with a significant number of infections.
Measures taken by various governments to contain the virus have affected economic activity. Majorel
management has been continuously monitoring the business and financial performance of the Majorel Group
and has not identified any severe impacts on business and financial performance.
During the ongoing coronavirus pandemic, accounting impacts continue to be evaluated for the particularly
relevant areas of impairment testing for goodwill and individual assets, leasing, trade receivables, government
grants, deferred tax assets, losses from onerous contracts and revenues. No significant issues have been noted.
Due to the overall economic situation in 2022, which appears to be significantly more stable and is expected to
remain more stable in 2023, no triggering event has been identified for a necessary impairment test of goodwill
during the period, despite the ongoing coronavirus pandemic. Overall, no negative effects on the Majorel
Group’s financial position, performance and cash flows are currently expected. Furthermore, the information
presented in the notes to the Consolidated Financial Statements of December 31, 2022, in section “Significant
Accounting Judgments, Estimates and Assumptions” applies. Management is of the opinion that the additional
estimates and discretionary decisions required by the coronavirus pandemic take appropriate account of the
currently foreseeable microeconomic and macroeconomic situation.
Effects of Russia’s invasion of Ukraine on the Consolidated Financial Statements
The Majorel Group’s core business may be impacted by additional macroeconomic challenges and related
uncertainties as a result of external events, such as geopolitical tensions in the current financial year. The
balance sheet effects are therefore being evaluated for the particularly relevant issues which are impairment of
goodwill and individual assets, leasing, trade receivables, losses from onerous contracts as well as revenues. As
a result of the current business development, there was no requirement to recognize an impairment loss on
goodwill, even in light of the geopolitical and economic uncertainty caused by Russia’s invasion of Ukraine. This
also refers to the accounting areas deemed vulnerable, for which no material negative effects anticipated on the
financial position or financial performance of the Majorel Group are currently anticipated. The assessment is
based on discretionary judgments, estimates and assumptions that contain additional uncertainties in the
current situation characterized by geopolitical and macroeconomic developments. Management is of the
opinion that these uncertainties have been taken into account to an adequate degree.
Annual Report 2022
96
Principles of Consolidation
The Majorel Consolidated Financial Statements include the financial statements of the parent company and its
subsidiaries and associates.
The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are
companies controlled by Majorel Group Luxembourg S.A. in accordance with IFRS 10. Consolidation begins on
the date on which the ability to exercise control exists and ends when Majorel loses the ability to exercise
control. Profit or loss and each component of total comprehensive income are attributed to the shareholders of
the parent company and the non-controlling interests, even if this results in the non-controlling interests having
a deficit balance. In accordance with IFRS 3, business combinations are accounted for using the acquisition
method. At the acquisition date, the identifiable assets and liabilities are measured at their fair values, non-
controlling interests are measured at the proportionate share in the recognized amounts of the acquiree’s
identifiable net assets. If the consideration transferred for the business combination or the fair values
attributable to the identifiable assets and liabilities of the company acquired can only be provisionally identified
on the date of initial accounting, the business combination is accounted for using these provisional values. Initial
accounting is completed in accordance with IFRS 3.45, taking into account the one-year measurement period.
Comparative information for reporting periods prior to the completion of initial accounting is presented as if it
had already been completed on the acquisition date. Changes in the parent’s ownership interest in a subsidiary
that do not lead to a loss of control are accounted for as equity transactions. When the Group loses control over
a subsidiary, it derecognises the assets and liabilities of the subsidiary, any related non-controlling interest and
other components of equity. Any resulting gain or loss is recognised in the consolidated statement of profit and
loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. Any investment
retained in the former subsidiary as well as any amounts owed by or to the former subsidiary are accounted for
in accordance with the applicable IFRSs from the date when control is lost.
Associates are included in the Consolidated Financial Statements using the equity method in accordance with
IAS 28. Associates are companies over which Majorel exercises a significant influence. This is generally the case
for voting rights between 20 percent and 50 percent. Smaller shareholdings are accounted for using the equity
method if there is a significant influence in accordance with IAS 28.6. When changing the accounting treatment
of investments to the equity method, IFRS 3 is applied correspondingly so that the fair value of the previously
held interest is used in determining the cost of the investment accounted for using the equity method on the
transition date. The difference between the fair value and the carrying amount of the previously held interest is
recognized in profit or loss.
Majorel recognizes immaterial investments in accordance with IFRS 9.
Scope of Consolidation
The scope of consolidation consists of 130 (December 31, 2021: 96) companies. This includes 129 (December 31,
2021: 95) fully consolidated companies. In addition, 1 associate (December 31, 2021: 1) is accounted for using
the equity method in the Consolidated Financial Statements. There were 2 companies without significant
business operations which were excluded from the scope of consolidation due to their negligible importance for
the financial position and financial performance of Majorel (previous year: 3).
As of December 31, 2022 and 2021, the detailed list of fully consolidated subsidiaries (FC) and the associate
accounted for using the equity method (EM) is as follows:
Annual Report 2022
97
2022
2021
Name
Country
Consolidation
Method
Share
Share
3media SARL
France
FC
100
100
ACR France SARL
France
FC
100
100
Administration Personnel Services Sp. z o.o.
Poland
FC
100
100
Advanced Solutions Iberia S.L.U.*
Spain
FC
100
-
Alembo B.V.*
Netherlands
FC
100
-
Alembo N.V.*
Suriname
FC
100
-
Anteles SARL
France
FC
100
100
AQUITEL SAS
France
FC
100
100
Arvalife SAS
France
FC
100
100
Arvato de Mexico, S.A. de C.V.
Mexico
FC
100
100
Arvato Services S.A.C.
Peru
FC
100
100
Call Insurance SARL
France
FC
100
100
Camaris SARL
France
FC
100
100
Cap2Call SARL
France
FC
100
100
Capdune SARL
France
FC
100
100
Ceacom SARL
France
FC
100
100
Changzhou Majorel Management Consulting Co.,
Ltd.*
China
FC
100
-
Cometz SARL
France
FC
100
100
CRM Holding GmbH
Germany
FC
100
100
CX Technology Services GmbH*
Germany
FC
100
-
Digileo SARL**
France
FC
100
-
Document Channel SAS
France
FC
100
100
Duacom SARL
France
FC
100
100
Ecco Gulf WLL
Qatar
EM
49
49
Eclipse Holdings Limited
Malta
FC
100
100
Eclipse Technologies for Business Services Majorel
S.A.E.
Egypt
FC
100
100
Egyptian Call Center Operators Majorel S.A.E.
Egypt
FC
100
100
EMEA CRM hub Netherlands B.V.
Netherlands
FC
100
100
Entegrasyon Servis Ve Teknoloji Ticaret LLC*
Türkiye
FC
100
-
Euracom SARL***
France
FC
-
100
Findasense Chile S.p.A.*
Chile
FC
100
-
Findasense Colombia S.A.S*
Colombia
FC
100
-
Findasense Cono Sur S.A.*
Argentina
FC
100
-
Findasense Costa Rica, LTDA*
Costa Rica
FC
100
-
Findasense Ecuador, S.A.*
Ecuador
FC
100
-
Findasense España, S.L.*
Spain
FC
100
-
Findasense Global, S.L.*
Spain
FC
100
-
Findasense México S.A. de CV*
Mexico
FC
100
-
Findasense Perú, S.A.C*
Peru
FC
100
-
Global Technical Services.*
Egypt
FC
100
-
Hainan Mairui Information Technology Co. Ltd
China
FC
100
100
International Company for Human Resources and
Management Services IMI Majorel S.A.E.
Egypt
FC
100
100
Information Services Technology Company*
Saudi Arabia
FC
100
-
Annual Report 2022
98
Isilis SAS
France
FC
100
100
IST Egypt S.A.E*
Egypt
FC
100
-
IST Networks B.V.*
Netherlands
FC
100
-
ISTTEK Ltd*
Great Britain
FC
100
-
Junokai GmbH
Germany
FC
100
100
KWS Kontowechsel Service GmbH
Germany
FC
100
100
Majorel Academy SARL
Morocco
FC
100
100
Majorel Africa S.A.
Morocco
FC
100
100
Majorel Africa Services SARL
Morocco
FC
100
100
Majorel Armenia LLC
Armenia
FC
100
100
Majorel Benelux B.V.
Netherlands
FC
100
100
Majorel Berlin GmbH
Germany
FC
100
100
Majorel Brandenburg GmbH
Germany
FC
100
100
Majorel Bucaramanga S.A.S.
Colombia
FC
100
100
Majorel C LLC
Croatia
FC
100
100
Majorel Canada, Inc.
Canada
FC
100
100
Majorel Colombia S.A.S.
Colombia
FC
100
100
Majorel Corporate Portugal, SGPS, Lda.
Portugal
FC
100
100
Majorel Cote D'Ivoire S.A.R.L.
Cote d'Ivoire
FC
100
100
Majorel Cottbus GmbH
Germany
FC
100
100
Majorel CX Services Iberia S.L.U.*
Spain
FC
100
-
Majorel Deutschland GmbH
Germany
FC
100
100
Majorel Dortmund GmbH
Germany
FC
100
100
Majorel Energy GmbH
Germany
FC
100
100
Majorel Erfurt GmbH
Germany
FC
100
100
Majorel Estonia OÜ
Estonia
FC
100
100
Majorel Ghana Limited
Ghana
FC
100
100
Majorel Georgia LLC
Georgia
FC
100
100
Majorel Greece Limited Liability Company*
Greece
FC
100
-
Majorel Group Luxembourg S.A.
Luxembourg
FC
100
100
Majorel Holding Deutschland GmbH
Germany
FC
100
100
Majorel Holding International B.V.*
Netherlands
FC
100
-
Majorel Holding Nederland B.V.
Netherlands
FC
100
100
Majorel Hong Kong Limited
China
FC
100
100
Majorel Iberia, S.L.U.
Spain
FC
100
100
Majorel India Private Limited
India
FC
100
100
Majorel Ireland Limited
Ireland
FC
100
100
Majorel Italy S.r.l.
Italy
FC
100
100
Majorel Japan KK*
Japan
FC
100
-
Majorel Kenya Limited
Kenya
FC
100
100
Majorel Kenya Solutions Limited*
Kenya
FC
100
-
Majorel Korea Limited*
South Korea
FC
100
-
Majorel Lithuania UAB*
Lithuania
FC
100
-
Majorel Malaysia Sdn. Bhd.
Malaysia
FC
100
100
Majorel Morocco SARL
Morocco
FC
100
100
Majorel Münster GmbH
Germany
FC
100
100
Majorel Nordhorn GmbH
Germany
FC
100
100
Majorel Outsourcing SARL
Morocco
FC
100
100
Annual Report 2022
99
Majorel Philippines Corp.
Philippines
FC
100
100
Majorel Polska Sp. z o.o.
Poland
FC
100
100
Majorel Portugal, Unipessoal, Lda.
Portugal
FC
100
100
Majorel QA Solutions, S.A.U.
Spain
FC
100
100
Majorel Real Estate GmbH
Germany
FC
100
100
Majorel Rostock I GmbH
Germany
FC
100
100
Majorel Rostock II GmbH
Germany
FC
100
100
Majorel Saarbrücken GmbH
Germany
FC
100
100
Majorel Saudi for Business Services Co. Limited
Saudi Arabia
FC
70
70
Majorel Senegal SUARL
Senegal
FC
100
100
Majorel Services Berlin GmbH*
Germany
FC
100
-
Majorel Severna Makedonija Dooel Skopje
North Macedonia
FC
100
100
Majorel Singapore Holding Pte,Ltd*
Singapore
FC
100
-
Majorel SP Solutions, S.A.U.
Spain
FC
100
100
Majorel Systems Spain, S.A.U.
Spain
FC
100
100
Majorel (Thailand) Ltd*
Thailand
FC
100
-
Majorel Togo SARL
Togo
FC
100
100
Majorel Tria, S.L.U.
Spain
FC
100
100
Majorel UK Limited
Great Britain
FC
100
100
Majorel USA Holding, Inc.*
USA
FC
100
-
Majorel USA, Inc.
USA
FC
100
100
Majorel Wilhelmshaven GmbH
Germany
FC
100
100
Majorel Telekomunikasyson Hizmetleri Anonim
Sirketi*
Türkiye
FC
80
-
MBD - Majorel Business Developpement SAS
France
FC
100
100
MSE - Majorel Strategie & Expertises SARL
France
FC
100
100
MSE - Majorel Strategy & Expertise SRL
Romania
FC
100
100
Neijiang Majorel Information Technology Co., Ltd.*
China
FC
100
-
Nordcall SARL
France
FC
100
100
Ramyam Intelligence Lab Private Limited
India
FC
100
100
Majorel Uruguay SA
Uruguay
FC
100
100
Shanghai Majorel CX Business Solutions Co. Ltd.
China
FC
100
100
Shanghai Majorel Commercial Services Co. Ltd.
China
FC
100
100
Shanghai Majorel Digital Marketing Co. Ltd.
China
FC
100
100
Shanghai Kaichang information technology Co., Ltd
China
FC
100
100
Soneo SARL
France
FC
100
100
TEC – Tourcoing Excellence Center SAS *
France
FC
100
-
Tellis Telephone Limousin Services SARL
France
FC
100
100
Twin Trust SARL
Morocco
FC
100
100
Wuxi Kaize Information Technology Services Co. Ltd
China
FC
100
100
yzee - services SARL
France
FC
100
100
* Acquired or incorporated in 2022
** Previously excluded from the scope of consolidation
*** Merged with ACR France SARL in December 2022
Annual Report 2022
100
Foreign Currency Translation
Transactions denominated in a currency other than a subsidiary’s functional currency are recognized in the
functional currency at the exchange rate applicable on the day of their initial accounting. At the end of the
reporting period, monetary assets and liabilities denominated in foreign currency are revalued into the
functional currency using the closing rate applicable at that time. As a rule, gains and losses from these foreign
currency translations are recognized in profit or loss. Non-monetary statement of financial position items in
foreign currency are carried at the historical exchange rate.
The financial statements of subsidiaries and associates that were prepared in foreign currencies are translated
into euros using the functional currency concept set out in IAS 21 before they are included in the Consolidated
Financial Statements. Assets and liabilities are translated into the reporting currency at the closing rate at the
end of the reporting period, while statement of profit or loss items are translated at the average rate for the
financial year. Foreign currency translation differences are recognized in statement of other comprehensive
income. Such differences arise from translating items in the statement of financial position at a closing rate that
differs from the previous closing rate and from using the average rate for the period and the closing rate at the
end of the reporting period to translate the Group profit or loss. At the time of deconsolidation of Group
companies, the respective accumulated exchange differences recognized in other comprehensive income and
accumulated in a separate component of equity are reclassified from equity to profit or loss.
When a subsidiary has foreign operations in an economy defined as hyperinflationary by the IASB and its
functional currency is the currency of the country concerned, its financial statements are restated for the effects
of inflation before translation into euro using the exchange rate at the reporting date. A Turkish company,
acquired by Majorel Group on January 1, 2022, was considered one of the hyperinflationary economies for
reporting periods ending on or after 30 June 2022. The functional currency of the company is Turkish Lira. The
financial statements of the company are integrated in the Consolidated Financial Statements of Majorel Group
and have been restated in accordance with IAS 29 before they are included in the Consolidated Financial
Statements.
The following euro exchange rates were used for currency translation purposes for the most significant foreign
currencies for the Group.
Euro Exchange Rates for Significant Foreign Currencies
Average rates
Closing rates
Foreign currency unit per €1
2022
2021
12/31/2022
12/31/2021
Moroccan Dirham
MAD
10.6932
10.6163
11.1307
10.3836
Philippine Peso
PHP
57.4731
58.2972
59.3200
57.763
Polish Zloty
PLN
4.6997
4.5688
4.6808
4.5969
US dollar
USD
1.0530
1.1827
1.0666
1.1326
Yuan Renminbi
CNY
7.0920
7.6272
7.3582
7.1947
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Accounting and Measurement Policies
Revenues from contracts with customers
Revenues from contracts with customers are recognized in accordance with IFRS 15. Under this standard, a
contract-based five-step model is used to first identify and distinguish the relevant contracts with customers. In
a next step, the separate performance obligations explicitly or implicitly stipulated in the contract are identified.
In Majorel, there are two main categories of revenue namely end-to-end CX (customer experience) services and
Content Services, Trust & Safety for Global Internet clients.
End-to end CX services includes customer interaction services, business process services (except Global internet
clients) and tech & expert services. Contracts for Content Services, Trust & Safety services for Global Internet
clients relate to services for social media platforms and digital retailer in regulating user-generated content and
maintaining brand integrity to be safe and compliant with applicable laws and client policies. In both business
models typically, there is one integrated performance obligation in form of a stand-ready obligation each. In the
scope of a stand-ready obligation, the performance obligation is defined as making a service available over a
specific period of time during which the service provider shall provide the contractual services at any time the
customer requests them via different mediums like voice, self-service, e-mail, callback or chat over a certain
period of time. Subsequently, the transaction price is determined which usually includes a fixed and a variable
consideration, the latter of which depends on the number of requests by end-consumers.
Most end-to-end CX services and Content Services, Trust & Safety have billing arrangements that are directly
based on performance as of the invoice date. Revenue therefore corresponds to contractual billing rights. The
price correlates directly with the volume that the client requires. The total of fixed considerations from the
contract and the variable prices for the requests answered/hours spent determine the value of the performance
that the client can be asked for at a given point in time and this represents the consideration that Majorel
receives. The variable consideration is recognized in the transaction price to extent that it is not constraint. In
assessing whether it is highly probable that a significant reversal for revenue recognized will not occur once the
uncertainty related to the variable consideration is subsequently resolved, the Group considers both the
likelihood and the magnitude of the potential revenue reversal. Generally, at the end of a month, the constraint
for determining the variable consideration upfront is solved so that the amount of revenue to be recognized is
determined based on the total amount of transactions (emails/SMS/faxes among others) for end-to-end CX
services and total attendance hours for Content Services, Trust & Safety provided in that period. The services
rendered are tracked using internal or external operating tools. Certain contracts contain bonuses or penalties
based on achieving or missing contractual ratios related to operations; the related amounts may be reliably
determined at each reporting date. Any bonus, discounts, refunds or rebates are also recognized as a reduction
in the transaction price. The fixed consideration is allocated entirely to the performance obligation and therefore
recognized as revenue on a linear basis over the term of the contract. Majorel also offers refund liabilities to
clients and chooses the method of the most likely amount based on historical evidence of cooperation with
other clients, current and envisaged evolvement of negotiation and encouragement of future sales to the client.
These amounts received (or receivable) do not qualify as part of the transaction price but are recorded as refund
liabilities. Majorel updates its estimates of refund liabilities (and the corresponding change in the transaction
price) at the end of each reporting period.
For end-to-end CX services and Content Services, Trust & Safety for Global Internet clients, the output method
for revenue recognition is considered suitable. It reflects the value of the services transferred to date relative to
the remaining services promised under the contract. Revenue for the performance obligation is recognized
separately for fixed and variable considerations. In both type of services, revenue recognition occurs upon
satisfaction of the performance obligation over time.
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IFRS 15 stipulates some practical expedients of which the following are generally applied in the Group:
• The value of consideration is not adjusted for the effects of a material financing component if the financing
component pertains to a period of no more than 12 months.
• For contracts with an original duration of not more than 12 months and for contracts for which revenue can
be recognized according to the amount invoiced for simplification purposes, no disclosure of the
aggregated transaction price is provided.
Payments received before satisfaction of the corresponding performance obligation are recognized as contract
liability. If contractual provisions make the invoicing of services completed to date causally dependent on the
need to provide further goods or services, a contract asset is recognized. Receivables from contracts with
customers are generally due in less than 12 months.
Goodwill
In accordance with IFRS 3, goodwill resulting from a business combination is initially recognized at acquisition
cost, with subsequent recognition at cost less accumulated impairment losses. Goodwill is allocated to the
lowest level at which it is monitored for internal management purposes. It is subject to impairment testing at
least annually in accordance with IAS 36 and is tested for impairment as outlined in the section “Impairment.”
Other Intangible Assets
Non-current, internally generated intangible assets are capitalized at cost in accordance with IAS 38 if the
corresponding requirements have been met. Intangible assets acquired separately are carried at acquisition
cost less accumulated amortization and accumulated impairment losses, also in accordance with IAS 38.
Intangible assets acquired as part of a business combination are initially recognized at fair value on the
acquisition date in accordance with IFRS 3. Intangible assets with finite useful life are amortized on a straight-line
basis over their estimated useful life. Impairment and reversals are determined by applying the requirements for
impairment testing in accordance with IAS 36. As a rule, capitalized software has a useful life of between three
and five years. Acquired customer relationships are amortized over a period of two to 15 years, while the
amortization period for trademarks is three to 25 years. Licenses are amortized on a straight-line basis over the
term of the license agreement. Intangible assets with an indefinite useful life are not amortized. Instead, they
are subject to at least annual impairment testing in accordance with IAS 36 and, if applicable, written down to
their recoverable amount. No significant intangibles with indefinitely useful lives exist.
Property, Plant and Equipment
Items of property, plant and equipment are accounted for in accordance with IAS 16 and carried at cost less
accumulated depreciation and accumulated impairment losses. Depreciation is determined on a straight-line
basis over the estimated useful life of the asset. In the financial year 2022, depreciation was generally based on
the following useful lives:
• buildings: 10 to 50 years
• technical equipment and machinery: 4 to 15 years
• other equipment, fixtures, furniture and office equipment: 3 to 15 years.
Land is not subject to depreciation.
Impairment
Goodwill and intangible assets with indefinite useful life are tested for impairment in accordance with IAS 36
annually as of December 31 and if a triggering event occurs. Intangible assets with a finite useful life, property,
plant and equipment and right-of-use assets are tested for impairment at the end of each reporting period in
accordance with IAS 36 only if there are any indications of impairment. An impairment loss in accordance with
IAS 36 has occurred when the carrying amount of an asset or cash-generating unit exceeds its recoverable
amount. The recoverable amount is the higher of fair value less costs of disposal and value in use. Fair value less
costs of disposal and value in use are generally determined using the discounted cash flow method, which is
based on future cash flow forecasts, which are part of company forecasts. Corresponding to the consideration of
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the right-of-use assets recognized in the statement of financial position for determining the carrying amount,
the lease payments are not deducted when determining the recoverable amount. The model also takes
reinvestment requirements in the right-of-use assets into account. In addition, there are effects on the cost of
capital as a result of an IFRS 16-related change in the level of indebtedness of the peer companies used.
For determining the value in use, estimated future cash inflows or outflows from future restructurings or from
improvement or enhancement of the cash-generating units’ performance are excluded unless, as of the end of
the reporting period, the cash-generating unit is committed to the restructuring and related provisions have
been made. If an active market exists, the market price or, if applicable, the price in the most recent comparable
transaction, is used for fair value measurement. If there is no active market, the fair value less costs of disposal is
generally calculated using the discounted cash flow method. If it is not possible to allocate cash flows to assets,
the relevant impairment losses are determined on the basis of cash flows attributable to the cash-generating
unit to which the assets belong. Projected cash flows are based on internal estimates for three detailed planning
periods. Generally, two further detailed planning periods are applied in addition. For periods beyond this
detailed horizon, a perpetual annuity is recognized, taking into account individual business-specific growth rates.
Discounting is generally based on the weighted average cost of capital (WACC) after tax. Specific WACCs are
derived for cash-generating units with different risk profiles. Majorel performs sensitivity analyses on the cash-
generating units, especially on those where the headroom between the recoverable amount and the carrying
amount is low.
If the reasons for an impairment loss recognized in prior periods no longer exist, the impairment loss is
reversed up to a maximum of the carrying amount of the respective asset if the impairment loss had not been
recognized. The latter does not apply to goodwill. The impairment loss and reversals of impairment losses are
both recognized immediately in profit or loss.
Leases
Generally, for all leases with Majorel as a lessee, the related contractual rights and obligations are recognized on
the statement of financial position as a right-of-use asset and a lease liability. On the date of initial accounting,
lease liabilities are recognized at the present value of the outstanding lease payments. The lease payments
include fixed payments less any lease incentives due from the lessor, variable lease payments linked to an index
or a rate, amounts expected to be payable under residual value guarantees, the exercise price of a purchase
option if the exercise is reasonably certain and penalty payments for terminating the lease, if the lease term
reflects the exercise of the termination option. Variable lease payments linked to sales are recognized in profit or
loss in the period when the conditions for the payments have been met. The present value is determined using
maturity, currency and risk-specific incremental borrowing rates. Subsequent measurement of a lease liability
includes the increase of the carrying amount to reflect interest on the lease liability and reducing the carrying
amount to reflect the lease payments made. Right-of-use assets are measured at cost less any accumulated
depreciation and accumulated impairment losses. Cost comprises the amount of lease liabilities recognized, the
initial direct costs and the lease payments made at or before the commencement date of the lease, less any
lease incentives received. The right-of-use asset is depreciated on a straight-line basis over the shorter of the
useful life or lease term. Short-term leases with a lease term of up to one year, and leases for low-value assets
for which Majorel does not recognize right-of-use assets or lease liabilities, constitute an exception. For such
leases, the payments are recognized on a straight-line basis as expenses in the consolidated statement of profit
or loss under “External expenses and costs of materials.”
Financial Assets
In accordance with the IFRS 9 classification and measurement approach for financial assets, there are three
classification categories for financial assets:
• at amortized cost,
• at fair value with changes in fair value through other comprehensive income (FVOCI) and
• at fair value with changes in fair value through profit or loss (FVTPL).
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The allocation to the respective classification categories is based on the following criteria:
• the entity’s business model for managing the financial assets and
• contractual cash flow characteristics of the financial asset.
Financial assets (with the exception of trade receivables without a significant financing component) are
recognized initially at fair value, taking into account transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets recognized at fair value through profit or
loss are immediately expensed in profit or loss. Trade receivables without a significant financing component are
initially recognized at their transaction price. If not stated otherwise, financial assets and financial liabilities are
recognized as of the settlement date.
Subsequent measurement of financial instruments depends on the classification categories:
• At amortized cost: Financial assets that are held for collection of contractual cash flows where those cash
flows represent solely payments of principal and interest on the principal amount outstanding are measured
at amortized cost. This category mainly comprises trade receivables and other financial receivables. Any gain
or loss arising on derecognition and impairment losses are recognized directly in profit or loss.
• FVOCI: Financial assets that are held for collection of contractual cash flows and for selling, where the assets’
cash flows represent solely payments of principal and interest on the principal amount outstanding, are
measured at fair value with changes in fair value through other comprehensive income. The Majorel Group
held no debt and equity instruments measured at fair value through other comprehensive income.
• FVTPL: Financial assets that do not meet the criteria for amortized cost or FVOCI are measured at fair value
through profit or loss. Financial assets measured at fair value through profit or loss are also of minor
importance for the Group.
Impairment and measurement of expected credit losses:
Majorel applies the expected credit loss (ECL) model in accordance with IFRS 9. Accordingly, the amount of
expected credit losses recognized as a loss allowance depends on the extent to which the default risk has
increased since initial recognition.
According to the so-called general approach, a distinction is made between the following two measurement
bases:
• 12-month ECL: At initial recognition and if the default risk has not increased significantly from the initial
recognition of the debt instrument, a loss allowance is recognized for expected credit losses within the next
12 months.
• Lifetime ECL: If the default risk has increased significantly, a loss allowance for expected credit losses is
recognized for the entire life of the debt instrument.
Appropriate quantitative and qualitative information and analyses based on the experience of the Majorel Group
and additionally, reasonable assessments including forward-looking information such as customer-specific
information and forecasts of future economic conditions are taken into consideration when determining the
credit risk. When a financial asset is more than 30 days past due, its credit risk is assumed to have increased
significantly. A default of a financial asset is assumed at the latest when the counterparty fails to make
contractual payments within 90 days of when they fall due, unless reasonable and supportable information is
available that justifies a different time of overdue payment. The Group assesses whether a financial asset is
credit-impaired at the end of each reporting period. This is the case when one or more events that have a
detrimental impact on the expected future cash flows of that financial asset have occurred. A financial asset is
written off when it is no longer reasonably expected to be fully or partially recoverable.
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For trade receivables and contract assets, Majorel uses a simplified approach to measure expected credit losses.
According to this, the loss allowance is measured using lifetime expected credit losses and is a probability-
weighted estimate of credit losses. For this purpose, impairment matrices based on historical bad debt losses,
maturity bands and expected credit losses are prepared. The impairment matrices are created for business unit-
specific groups of receivables, each with similar default patterns. For each business unit-specific groups,
expected credit loss rates are calculated for each maturity bands based on historical credit loss experience and
forward-looking information. In addition, separate risk assessments are performed. Contract assets have
substantially the same risk characteristics as trade receivables for the same types of contracts, so the expected
loss rates for trade receivables are a reasonable approximation of the loss rates for contract assets.
Measurement at Fair Value
In the case of financial assets and financial liabilities measured at fair value, the valuation technique applied
depends on the respective inputs present in each case. If listed prices can be identified for identical assets on
active markets, they are used for measurement (level 1). If this is not possible, the fair values of comparable
market transactions are applied, and financial methods that are based on observable market data are used. The
Group uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of
unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants
would take into account in pricing a transaction (level 2). If the fair values are not based on observable market
data, they are identified using established financial methods or on the basis of observable prices obtained as
part of the most recently implemented qualified financing rounds, taking into account the life and
developmental cycle of the respective entity (level 3).
Inventories
Inventories are of minor relevance for the Majorel Group and mainly contain raw material and supplies.
Inventories are measured at the lower of cost and net realisable value.
Income Taxes
In accordance with IAS 12, income taxes include both current taxes on income and deferred taxes. Current
income taxes are calculated on the taxable income of the financial year and on all adjustments to taxable income
of previous financial years, taking into account the tax rates applicable in each case. For the calculation of
current and deferred taxes, the applicable tax laws and tax jurisdictions of the respective country in which the
consolidated Group companies are registered are considered.
In accordance with IAS 12, deferred tax assets and liabilities are recognized for temporary differences between
the tax base and the carrying amounts shown on the IFRS consolidated balance sheet, and for as yet unused tax
loss carryforwards and tax credits. Deferred tax assets are reviewed at each balance sheet date and recognized
to the extent it is probable that taxable income will be available against which the deductible temporary
differences, tax loss carryforwards and tax credits can be utilized. Deferred tax assets that are unlikely to be
realized within a clearly predictable period are reduced by valuation allowances. Deferred tax liabilities are
generally recognized for all taxable temporary differences.
Deferred taxes are not recognized for:
• temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a
business combination and that affects neither earnings before taxes nor taxable income,
• temporary differences associated with investments in subsidiaries, associates and interests in joint
arrangements to the extent that the Group is able to control the timing of the reversal of the temporary
differences and it is probable that they will not reverse in the foreseeable future and
• taxable temporary differences on initial recognition of goodwill.
The tax rates applied for computation are those expected as of the date of reversal of temporary differences
and use of tax loss carryforwards or tax credits, respectively. As a rule, current and deferred taxes are
recognized in profit or loss unless they relate to items recognized in other comprehensive income. In this case,
current and deferred taxes are recognized in other comprehensive income. Current and deferred income tax
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items are offset if there is a legally enforceable right to set off current tax assets against current tax liabilities
and the tax assets and tax liabilities relate to income taxes levied by the same taxation authority.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income includes net exchange differences. In addition, in accordance with
IAS 28.10, changes in other comprehensive income for entities accounted for using the equity method are
recognized. Remeasurement effects of defined benefit pension plans (actuarial gains and losses on the defined
benefit obligation, differences between actual investment returns and the returns implied by the net interest
cost on the plan assets, and effects of the asset ceiling) are recognized in the other retained earnings in the year
in which these gains and losses are incurred as part of the reconciliation of total comprehensive income for the
period in the statement of changes in equity. Deferred taxes on the aforementioned items are also recognized
in consistent way with the accounting for the related transaction or event.
Provisions
Provisions for pensions and similar obligations are calculated using the projected unit credit method in
accordance with IAS 19. The net interest expense included in pension expense is recognized in the financial
result. Remeasurement effects of defined benefit pension plans (actuarial gains and losses on the defined
benefit obligation, differences between actual investment returns and the returns implied by the net interest
cost on the plan assets, and effects of the asset ceiling) are recognized immediately in equity under other
comprehensive income and are not reclassified to profit or loss in a subsequent period (recycled). With the
exception of the other personnel-related provisions calculated in accordance with IAS 19, all other provisions are
recognized in accordance with IAS 37. Provisions are measured in the amount of the most likely outcome. Non-
current provisions are discounted. The discount rates take into account current market expectations and, if
necessary, specific risks for the liability. As a rule, income from the reversal of provisions is generally included in
the statement of profit or loss line item to which the provision was previously charged.
Financial Liabilities
Trade payables and other primary financial liabilities are initially measured at their fair value less transaction
costs. Subsequent measurement is based on amortized cost using the effective interest method. The Group
derecognises a financial liability when its contractual obligations are discharged or cancelled or expired. The
Group also derecognises a financial liability when its terms are modified and the cash flows of the modified
liability are substantially different, in which case a new financial liability based on the modified terms is
recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount
extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is
recognised in profit or loss.
Derivative Financial Instruments
As set out in IFRS 9, all derivative financial instruments are recognized at fair value on the consolidated
statement of financial position. Derivative financial instruments are recognized as of the transaction date. Some
derivatives do not meet the requirements included in IFRS 9 for recognition as hedges, despite this being their
economic purpose (stand-alone hedge). Changes in the fair value of derivatives that do not meet the criteria for
recognition as hedges are recognized in profit or loss. In the financial years 2022 and 2021, no hedge
transactions were recognized with fair value hedges and cash flow hedges. Likewise, no hedge of net investment
in foreign operations was made.
Earnings per Share
Basic earnings per share (EPS) is calculated by dividing the net profit attributable to shareholders by the
weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by
the Group and held as treasury shares and the shares held under the liquidity program, if any. The diluted
earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to
assume conversion of all dilutive potential ordinary shares. There is currently no category of dilutive potential
ordinary shares.
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Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Consolidated Financial Statements requires the use of accounting judgments, estimates
and assumptions that may impact the carrying amounts of assets, liabilities, income and expenses recognized.
Amounts actually realized may differ from estimated amounts. The following section presents accounting
judgments, estimates and assumptions that are material in the Majorel Consolidated Financial Statements for
understanding the uncertainties associated with financial reporting.
• Recognition of income and expense: The transaction prices to be determined using the contract-based five-
step model defined in IFRS 15 often include both fixed and variable consideration. The variable components
are determined on the basis of estimates, which are made and updated in accordance with constraint
conditions.
• Trade and other receivables: Calculation of loss allowance for accounts receivable is based on historical
credit loss rates for groups of financial assets with similar credit risk characteristics and on forward-looking
information, including customer-specific information and forecasts of future economic conditions.
• Impairment: The management’s estimates of cash flow, on which impairment tests are based, are based on
factors including assumptions of economic trends and the associated risks, the regulatory environment, the
competitive environment, market share, investments, EBITDA margins and growth rates. A combination of
long-term trends, industry forecasts and in-house knowledge, with special emphasis on recent experience, is
used in forming the assumptions about the development of the various relevant markets in which Majorel
operates. The relevant markets are an area highly exposed to the general economic conditions. The
development of the relevant markets is just one of the key operational drivers Majorel uses when assessing
individual business models. The most important assumptions include estimated growth rates, the weighted
average cost of capital and tax rates. All these different elements are variable, interrelated and difficult to
isolate as the main driver of the various business models and respective valuations. Changes to these
estimates as a result of more recent information could have a material impact on the amount of the possible
impairment. The growth rates applied are based on long-term real growth rates for the relevant economies,
growth expectations for the relevant sectors and long-term inflation forecasts for the countries in which the
cash-generating units operate. The values allocated to the key assumptions are in line with external sources
of information. The figures obtained using the respective discount rates reflect the recoverable amount of
the cash-generating units. Material changes in the market or competitive environment may impair the value
of cash-generating units. Details on impairment testing for intangible assets (including goodwill) in the
Group are presented in note 10 “Goodwill and Other Intangible Assets”.
• Pension obligations: Pension obligations are measured using the projected unit credit method. Using this
approach, biometric calculations, the prevailing long-term capital market interest rates and, in particular,
assumptions about future salary and pension increases are taken into account. Details on the assumptions
made in pension accounting are presented in note 18 “Provisions for Pensions and Similar Obligations.”
• Provisions for onerous contracts are also based to a significant extent on management estimates with
regard to their amount. Assessments of whether there is a present obligation, whether an outflow of
resources is probable and whether it is possible to reliably determine the amount of the obligation are
generally based on the expertise of in-house or third-party specialists. More recent information could
change the estimates and thus impact the Group’s financial position and financial performance. With regard
to risk provisioning, a provision for potential losses from litigation is recognized when the risks of a loss are
considered probable and when a reliable estimate of the anticipated financial impact is possible. For
significant contingent liabilities for which the possibility of a future loss is more than remote but less than
probable, Majorel estimates the possible loss where the Group believes that an estimate can be made.
Contingent liabilities from litigation that were of subordinate significance from a Group perspective existed
at the end of the reporting period. Management regularly reviews the recognition, measurement and use of
provisions along with the disclosure requirements for contingent liabilities.
• Leases: Some real estate lease contracts include extension or termination options. Payments from these
optional periods are included in the lease liability, provided it is reasonably certain that the lease will be
extended beyond the non-cancellable lease period or that a termination option will not be exercised. In
assessing whether an option to extend or terminate will be exercised, management considers all facts and
circumstances for the respective lease object that are associated with an economic incentive to exercise the
extension option or not to exercise the termination option. These include, in particular, the amount of lease
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payments compared to market prices in the optional period, completed or expected leasehold
improvements, and the importance of the underlying asset to Majorel's operations. The assessment is
carried out individually on a lease-by-lease basis.
In the case of purchase price allocations, assumptions are also made regarding the measurement of assets and
liabilities assumed as part of business combinations. This applies in particular with regard to the acquired
intangible assets, as measurements are based on fair value. As a rule, this is the present value of the future cash
flows after taking into account the present value of the tax amortization benefit. In addition, the definition of
uniform useful lives within the Group is based on management’s assumptions. General information on useful
lives is presented in the sections “Other Intangible Assets” and “Property, Plant and Equipment”.
The activities of the Group companies are subject to the respective applicable tax laws and pronouncements.
Assumptions and estimates also form the basis for judgments regarding the ability to realize uncertain tax
positions and future tax benefits that may arise from the interpretation of tax regulations. Recognition of an
asset or liability from an uncertain tax position is performed in accordance with IAS 12 if payment or refund in
respect of the legal uncertainty is probable. Measurement of the uncertain tax assets and tax liabilities is at its
most likely amount in accordance with IFRIC 23. Deferred tax assets are only carried to the extent that it is
probable that they can be utilized against future taxable profits. When assessing the probability of the ability to
use deferred tax assets in the future, various factors are taken into account, including past earnings, company
forecasts, tax planning strategies and loss carryforward periods.
Estimates and the underlying assumptions are reviewed on an ongoing basis. As a rule, adjustments to
estimates are taken into account in the period in which the change is made and in future periods.
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Notes to the Consolidated Financial Statements
1. Revenues
In the financial year 2022, Group revenues of €2,100 million (previous year: €1,811 million) were generated from
contracts with customers in accordance with IFRS 15 and primarily relate to the end-to-end CX services and
Content Services, Trust & Safety. The following table shows the revenues from contracts with customers in
accordance with IFRS 15 by segment and broken down by revenue source and timing of revenue recognition.
Minor activities presented as ”other“ in the tabular segment information are excluded (further information is
presented in note 27 “Segment Reporting”).
Revenue from Contracts with Customers
2022
in € millions
Europe, Africa,
South America
Global English,
Middle East,
Southeast Asia
China, East Asia
Total segments
Revenue Sources
End-to-end CX
services
1,248
238
123
1,609
Content Services,
Trust & Safety
429
61
-
490
Other
-
-
1
1
1,677
299
124
2,100
Timing
Point in time
1
2
1
4
Over time
1,676
297
123
2,096
1,677
299
124
2,100
2021
in € millions
Europe, Africa,
South America
Global English,
Middle East,
Southeast Asia
China, East Asia
Total segments
Revenue Sources
End-to-end CX
services
1,112
215
111
1,438
Content Services,
Trust & Safety
316
54
-
370
Other
-
-
1
1
1,428
269
112
1,809
Timing
Point in time
-
1
1
2
Over time
1428
268
111
1,807
1,428
269
112
1,809
During the reporting period, the revenues from contracts with customers presented in the table above resulted
from performance obligations fulfilled at a certain point in time of €4 million (previous year: €2 million) and from
performance obligations fulfilled over a certain period of time in the amount of €2,096 million (previous year:
€1,807 million). If revenue is recognized at a point in time, the respective timing of revenue recognition is
determined by the contractually agreed terms of sale. As in the previous year, no revenues result from
performance obligations already satisfied in previous periods. Majorel makes use of practical expedients set out
in IFRS 15 and does not disclose any unsatisfied performance obligations for contracts with an original duration
of no more than 12 months or for contracts for which revenue can be recognized according to the amount
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110
invoiced for simplification purposes. As of December 31, 2022, Majorel expects future revenues from existing
long-term service level agreements of €10 million (previous year: €32 million), which will be attributable to
unsatisfied (or partially unsatisfied) performance obligations as of the statement of financial position date and is
expected to be recognized in the amount of €3 million (previous year: €7 million) in the next financial year and in
the amount of €7 million (previous year: €25 million) in the following years.
2. Other Operating Income
in € millions
2022
2021
Income from reimbursements
8
13
Income from sideline operations
1
1
Foreign exchange gains
11
1
Sundry operating income
28
22
48
37
In 2022, sundry operating income consists mainly of reversal of provisions, government grants and gains from
business acquisitions.
3. External Expenses and Costs of Materials
in € millions
2022
2021
Cost of services purchased
150
204
Other cost of material
4
5
Rental and lease expenses
22
16
Repairs and maintenance expenses
9
9
IT external expenses
64
65
Other administration expenses
97
74
Advertising costs
2
1
Loss allowances on receivables, loans and non-financial assets
2
-
Audit, legal and consulting fees
26
18
Operating taxes
10
10
Losses on disposal of non-current assets
1
3
Other sundry operating expenses
10
18
397
423
In the financial years 2022 and 2021, no write-downs on and no reversals of write-downs on inventories were
recognized. As of December 31, 2022, and as of December 31, 2021, no inventories were subject to restrictions
on disposal. During 2022, cost of services purchased decreased significantly by €54 million due to decrease in
temporary workers and external agents (previous year: increase of €28 million). Expenses for raw materials and
supplies amounting to €-2 million (previous year: €-4 million) were recognized, and the cost for merchandise
amounted to €-2 million (previous year: €-2 million). Changes in inventories of work in progress and finished
goods and own costs capitalized amounted to below €1 million (previous year: below €1 million).
The line item “Audit, legal and consulting fees” includes fees related to KPMG. The audit fees of the Group’s
approved audit firm and the audit firm’s network are described below:
in € millions
2022
2021
Audit services pursuant to legislation
2
2
Audit-related services
1)
-
-
Non-audit services
-
1
Total
2
3
1) Audit-related services amounted to €0.2 million for 2022 (previous year: €0.4 million).
Annual Report 2022
111
During year 2022, out of the above fees related to audit services pursuant to legislation of €0.5 million (previous
year: €0.5 million) were related to KPMG Luxembourg S.A.. In 2021, non-audit services to KPMG Luxembourg S.A
amounted to €1 million.
4. Personnel Costs
in € millions
2022
2021
Wages and salaries
1,140
1,019
Statutory social security contributions
205
179
Expenses for pensions and similar obligations
7
5
Profit sharing
2
2
Other employee benefits
44
31
1,398
1,236
The contributions paid by the employer to state pension plans amounted to €114 million in the financial
year 2022 (previous year: €99 million).
In 2021, upon completion of the initial public offering, the members of Management Board and other managers
received IPO bonus with equity deferral (''IPO bonus'') reflected in wages and salaries of €120 million with
additional statutory social security of €8 million. Those members were required to invest 25% of the gross
amount of IPO bonus in Majorel Group’s shares.
5. Amortization/Depreciation, Impairment and Reversals on Intangible Assets and Property,
Plant and Equipment and Right-of-Use Assets
in € millions
2022
2021
Amortization/depreciation, impairment and reversals on
– intangible assets
9
5
– property, plant and equipment and right-of-use assets
106
80
115
85
Further details on amortization/depreciation, impairment and reversals shown are presented in note 10
“Goodwill and Other Intangible Assets” and note 11 “Property, Plant and Equipment and Right-of-Use Assets.”
6. Interest Income and Expenses
Interest Income
in € millions
2022
2021
Other interest income
1
1
1
1
Interest Expenses
in € millions
2022
2021
Interest expenses on financial debt
3
2
Other interest expenses
1
1
4
3
7. Other Financial Income and Expenses
Other Financial Income
in € millions
2022
2021
Non-operating foreign exchange gains
-
2
Sundry financial income
-
-
-
2
Annual Report 2022
112
Other Financial Expenses
in € millions
2022
2021
Net interest on defined benefit plans
1
-
Interest expenses on lease liabilities
5
4
Non-operating foreign exchange losses
5
-
Sundry financial expenses
4
1
15
5
8. Income Taxes
Income taxes, broken down into current and deferred income taxes, are as follows:
Income Taxes
in € millions
2022
2021
Earnings before income taxes
221
100
Current income taxes
(57)
(39)
Deferred income taxes
6
19
Income taxes
(51)
(20)
Net income after income taxes
170
80
In 2022, there is no tax benefit arising from a previously unrecognized tax loss that is used to reduce current tax
expense (previous year: €2 million). The recognition of previously unrecognized tax losses carryforward and
deductible temporary differences resulted in a reduction in deferred tax expense of €5 million (previous year: €2
million).
Deferred tax assets and liabilities resulted from the following items and factors:
Deferred Taxes
12/31/2022
12/31/2021
in € millions
Assets
Liabilities
Recognized
in profit or
loss in the
financial
year
Assets
Liabilities
Recognized
in profit or
loss in the
financial
year
Other intangible assets
-
8
1
-
3
-
Property, plant and equipment and
right-of-use assets
5
15
2
3
16
(3)
Other financial assets
1
-
1
-
-
-
Trade and other receivables
2
-
-
1
-
-
Other non-financial assets
1
1
1
-
-
-
Provisions for pensions and similar
obligations
18
13
-
20
12
(1)
Other provisions
14
4
1
13
3
6
Lease liabilities
15
-
(1)
15
-
3
Trade and other payables
2
3
(2)
1
1
-
Other non-financial liabilities
3
2
1
-
-
-
Loss carryforwards/tax credits
20
-
2
18
-
14
Total
81
46
6
71
35
19
Offset
(40)
(40)
(33)
(33)
Carrying amount
41
6
38
2
Annual Report 2022
113
The item “Property, plant and equipment and right-of-use assets” includes deferred tax assets of €2 million
(previous year: €1 million) and deferred tax liabilities of €14 million (previous year: €15 million) in connection with
right-of-use assets in accordance with IFRS 16. No deferred tax liabilities were recognized for temporary
differences in connection with investments in subsidiaries in the amount of €36 million (previous year: €74
million) as Majorel can control their reversal, and it is probable that these temporary differences will not be
reversed in the foreseeable future. Current and deferred tax assets and liabilities are offset against each other if
they relate to the same tax authority and meet the criteria for offsetting. The term of the deferred taxes on
temporary differences is mostly long-term. Deferred tax assets in other comprehensive income amount to €3
million (previous year: €5 million).
Valuation allowances for deferred tax assets are recognized on temporary differences and tax loss carryforwards
when it is unlikely that they can be utilized in the foreseeable future. The need to recognize valuation allowances
is assessed primarily based on existing deferred tax liabilities from temporary differences and projected taxable
income within a planning period.
Temporary differences and tax loss carryforwards for which no deferred taxes have been recognized can be
carried forward as follows:
Expiration
in € millions
12/31/2022
12/31/2021
Temporary differences (unlimited carryforward period)
6
14
Tax loss carryforwards
Unlimited carryforward period
40
46
To be carried forward for more than 5 years
-
-
To be carried forward for up to 5 years
17
8
A reconciliation of expected tax result to actual tax result is shown in the following table:
Reconciliation to Actual Tax Expense
in € millions
2022
2021
Earnings before income taxes
221
100
Income tax rate applicable to Majorel Group
24.94%
24.94%
Expected tax expense
(55)
(25)
The tax effects of the following items led to differences between the expected
and actual tax expense:
Adjustment to different national tax rates
12
11
Current income taxes for previous years
(2)
(2)
Deferred income taxes for previous years
-
(1)
Effects of measurements of deferred tax assets
2
1
Permanent differences
(6)
(2)
Other adjustments
(2)
(2)
Total of adjustments
4
5
Actual tax expense
(51)
(20)
The positive effects from tax rate differences mainly result from the Group companies in Morocco, on the
Philippines and in Georgia. The effective tax rate of 24.94 percent is based on the statutory tax rate of the Group
parent entity Majorel Group Luxembourg S.A. In addition, the Group operates mainly in Germany with a tax rate
of 31.10 percent, in France with a tax rate of 25 percent, in Morocco with a tax rate of 20 percent and in the
Philippines with a tax rate of 5 percent. The permanent differences are mainly impacted by an increase of
received dividends in Germany and an increase of German trade tax.
Annual Report 2022
114
In October 2021, more than 130 countries agreed to implement a minimum tax regime for multinational groups,
known as Pillar Two, to reform the international corporate taxation. Pillar Two aims to ensure that multinational
groups in scope are liable to a minimum effective corporate tax rate of 15% per country. In December 2021, the
OECD released the Pillar Two model rules - accompanied by a comment and guidelines - which are due to be
passed into national legislation but adapted by local conditions. In Europe, the individual countries enact the
related law based on the latest EU-Directive before 31 December 2023. The management closely monitors the
progress of the legislative process in each country in which the Group operates. As of 31 December 2022, the
Group did not have sufficient information to determine any potential quantitative impact.
9. Earnings per Share
By resolution of the Company’s shareholders’ meeting held on September 6, 2021, the Company’s share capital
was increased from the Company’s own resources by €596,000 from €404,000 to €1,000,000 and the value of
the Company’s shares was changed from a nominal value of € 1 (one Euro) to an accounting par value of €0.01
(one Eurocent) so that following the capital increase and the change in the share value the Company’s share
capital amounts to €1,000,000, represented by 100,000,000 Shares with an accounting par value of €0.01 (one
Eurocent) each (further information is presented in note 17 “Equity”).
The calculation of basic earnings per share is based on the profit attributable to Majorel Group shareholders of
€169 million (previous year: €80 million) and a weighted average number of ordinary shares outstanding during
the year of 100,000,000 (previous year: 100,000,000), calculated as follows:
2022
2021
Profit attributable to Majorel Group shareholders (in € million)
169
80
Weighted average number of ordinary shares
100,000,000
100,000,000
Basic earnings per share (in €)
1.69
0.80
Diluted earnings per share (in €)
1.69
0.80
10. Goodwill and Other Intangible Assets
Other intangible assets
in € millions
Goodwill
Other
rights
and
licenses
Internally
generated
intangible
assets
Advance
payments
Total
Total
Cost
Balance as of 1/1/2021
53
48
2
1
51
104
Exchange differences
6
2
-
-
2
8
Acquisitions through business
combinations
35
14
-
-
14
49
Other additions
-
4
-
-
4
4
Other disposals
-
(4)
-
-
(4)
(4)
Reclassifications and other changes
-
-
1
(1)
-
-
Balance as of 12/31/2021
94
64
3
-
67
161
Exchange differences
(15)
(4)
-
-
(4)
(19)
Acquisitions through business
combinations
97
27
-
-
27
124
Other additions
-
4
-
1
5
5
Other disposals
-
(2)
-
-
(2)
(2)
Hyperinflation impact
21
7
-
-
7
28
Reclassifications and other changes
(1)
-
-
-
-
(1)
Balance as of 12/31/2022
196
96
3
1
100
296
Accumulated amortization
Annual Report 2022
115
Balance as of 1/1/2021
-
42
1
-
43
43
Exchange differences
-
1
-
-
1
1
Amortization
-
5
-
-
5
5
Other disposals
-
(2)
-
-
(2)
(2)
Balance as of 12/31/2021
-
46
1
-
47
47
Amortization
-
9
-
-
9
9
Other disposals
-
(2)
-
-
(2)
(2)
Hyperinflation impact
-
2
-
-
2
2
Balance as of 12/31/2022
-
55
1
-
56
56
Carrying amount as of 12/31/2022
196
41
2
1
44
240
Carrying amount as of 12/31/2021
94
18
2
-
20
114
Other rights and licenses include trademarks and acquired customer relationships along with acquired software
and other licenses. Internally generated intangible assets mostly include internally generated software. As in the
previous year, no intangible assets were subject to restrictions on disposal at the end of the reporting period.
Majorel defined its reporting structure and established the composition of its cash-generating units to which
goodwill has been allocated, on the basis of the main geographical areas.
In December 2022, Majorel X as a separate CGU was created for CX transformation services. Majorel X
addresses increasing client demand for an integrated approach to CX transformation: CX Consulting,
Technology, and Design & Creative Services, combining the resources and expertise of three Majorel
acquisitions – Findasense (2022) , IST (2022) and Junokai (2021). The CGU goes with Majorel’s long experience of
implementing CX for leading brands across the world.
Goodwill is attributable to the following cash-generating units:
Goodwill by Cash-Generating Units
in € millions
12/31/2022
12/31/2021
France, Netherlands & Western Africa
62
47
Germany & Eastern Europe
57
4
Iberia, Italy & Latin America
-
-
North America, UK, India, Kenya, Ireland & Southeast Asia*
-
1
Egypt, Middle East & East Africa
4
6
China and East Asia
36
36
Majorel X
37
-
196
94
(*) As of December 31. 2022, the goodwill of CGU North America, UK, India, Kenya, Ireland & Southeast Asia amounts to € 0.4 million.
For the purpose of impairment testing in accordance with IAS 36, goodwill from a business combination is
allocated to the cash-generating units that are expected to benefit from the synergies of the business
combination.
The recoverable amount equals the fair value, which is derived from discounted cash flows less costs of disposal
and which is based on level 3 of the fair value hierarchy. Projected cash flows were based on internal estimates
for three detailed planning periods and, as a rule, two further detailed planning periods were applied. For
periods after this detailed horizon, a perpetual annuity was applied, taking into account individual business-
specific growth rates. The most important assumptions include estimated growth rates and the weighted
average cost of capital. The growth rates applied are based on long-term inflation forecasts for the countries in
which the cash-generating units operate. The weighted average cost of capital of the cash-generating unit is
defined as the weighted average of the cost of equity and the cost of debt of the cash-generating unit. The
values allocated to the key assumptions are in line with prior year information and external sources of
information.
Annual Report 2022
116
The cash flow forecasts underlying the impairment testing of the individual cash-generating units bearing
material goodwill are based on the following assumptions relating to the market development for the beginning
of the detailed planning period:
The revenue forecasts for 2023 underlying the impairment testing of the individual cash-generating units show
two-digit growth rates for the CGU North America, UK, India, Kenya, Ireland & Southeast Asia, the CGU Iberia,
Italy & Latin America, the CGU Egypt, Middle East & East Africa, the CGU China and East Asia and the CGU
Majorel X, while the assumptions with regards to revenue development of the remaining CGU are less dynamic.
In addition, fair values based on discounted cash flows were measured using the following individual business-
specific growth rates and discount rates for periods after the detailed planning period:
Overview of Growth and Discount Rates
Growth rate in %
for the year
Discount rate in %
for the year
in € millions
12/31/2022
12/31/2021
12/31/2022
12/31/2021
France, Netherlands & Western Africa
1.9
1.6
12.0
10.9
Germany & Eastern Europe
3.0
4.4
11.1
11.1
Iberia, Italy & Latin America
3.1
2.7
12.1
11.1
North America, UK, India, Kenya, Ireland & Southeast
Asia
3.2
3.1
12.9
11.5
Egypt, Middle East & East Africa
7.0
5.3
20.3
16.5
China and East Asia
2.4
2.2
10.3
10.2
In the financial year 2022, no impairment losses on goodwill were recognized. For all cash-generating units
goodwill was not subject to impairment even given the change by one of the two most important factors:
discount rate (increase of 1.0 percentage point) and long-term growth rate (decrease of 1.0 percentage point).
Any reasonable change on the discount rate and long-term growth rate will not result in an impairment.
11. Property, Plant and Equipment and Right-of-Use Assets
The financial position item “Property, plant and equipment and right-of-use assets” comprises property, plant
and equipment owned by Majorel and right-of-use assets from leased property, plant and equipment.
Property, Plant and Equipment and Right-of-Use Assets
in € millions
2022
2021
Owned property, plant and equipment
160
129
Right-of-use assets from leased property, plant and equipment
122
116
282
245
Property, Plant and Equipment
in € millions
Land and
buildings
Technical
equipment
and
machinery
Other
equipment,
fixtures,
furniture
and office
equipment
Advance
payments
and
construction
in progress
Total
Cost
Balance as of 1/1/2021
37
28
240
7
312
Exchange differences
1
1
6
1
9
Other additions
3
1
43
14
61
Other disposals
(4)
(10)
(14)
(3)
(31)
Reclassifications and other changes
25
(2)
(17)
(10)
(4)
Annual Report 2022
117
Balance as of 12/31/2021
62
18
258
9
347
Exchange differences
(2)
-
(5)
(1)
(8)
Other additions
2
2
69
12
85
Other disposals
-
(7)
(30)
(2)
(39)
Hyperinflation impact
-
-
2
-
2
Reclassifications and other changes
(3)
-
15
(10)
2
Balance as of 12/31/2022
59
13
309
8
389
Accumulated depreciation
Balance as of 1/1/2021
15
26
169
-
210
Exchange differences
-
1
3
-
4
Depreciation
4
1
29
-
34
Impairment losses
-
-
1
-
1
Other disposals
(4)
(10)
(15)
-
(29)
Reclassifications and other changes
13
(2)
(13)
-
(2)
Balance as of 12/31/2021
28
16
174
-
218
Exchange differences
(1)
-
(2)
-
(3)
Depreciation
2
1
39
-
42
Impairment losses
-
-
3
-
3
Other disposals
-
(7)
(28)
-
(35)
Hyperinflation impact
-
-
1
-
1
Reclassifications and other changes
-
-
3
-
3
Balance as of 12/31/2022
29
10
190
-
229
Carrying amount as of 12/31/2022
30
3
119
8
160
Carrying amount as of 12/31/2021
34
2
84
9
129
The position “Other equipment, fixtures, furniture and office equipment” mainly includes IT equipment used to
provide customer experience services. During 2022, €6 million costs of ‘Other equipment, fixtures, furniture and
office equipment’ included in ‘Other additions’ raised from business acquisitions (previous year: €4 million). As of
December 31, 2022, no property, plant and equipment were subject to restrictions on disposal
(December 31, 2021: €nil million). Impairment losses totaling €3 million were recognized for property, plant and
equipment in the financial year 2022 (previous year: €1 million).
Right-of-Use Assets
The vast majority of leases within the Majorel Group concern rental properties. In addition, leases also exist for
technical equipment and machinery, vehicles and other fixtures, and furniture and office equipment. The
existing lease contracts have different terms and a number of property leases include extension or termination
options, in order to maximize operational flexibility in terms of managing the assets used in the Group’s
operations. Details on the corresponding lease liabilities are presented in note 21 “Lease Liabilities”.
The following table shows depreciation and impairment, additions and other changes to the right-of-use assets
in the financial year as well as the carrying amounts of the right-of-use assets from leased property, plant and
equipment at the end of the reporting period.
Annual Report 2022
118
Change in Right-of-Use Assets
in € millions
Land and
buildings
Technical
equipment
and
machinery
Other
equipment,
fixtures,
furniture
and office
equipment
Total
Carrying amount of leased property, plant and equipment as
of 1/1/2021
84
1
3
88
Additions
42
-
2
44
Depreciation and impairment
(43)
-
(2)
(45)
Exchange differences
5
-
-
5
Other changes
24
-
-
24
Carrying amount of leased property, plant and
equipment as of 12/31/2021
112
1
3
116
Carrying amount of leased property, plant and equipment as
of 1/1/2022
112
1
3
116
Additions
45
-
1
46
Depreciation and impairment
(58)
-
(2)
(60)
Exchange differences
(5)
-
-
(5)
Hyperinflation impact
1
-
-
1
Other changes
24
-
-
24
Carrying amount of leased property, plant and
equipment as of 12/31/2022
119
1
2
122
During 2022, right-of-use assets for land and buildings amounting to €11 million which were included in
‘Additions’ raised from business acquisitions (previous year: €12 million).
12. Interests in Other Entities
As of December 31, 2022, Majorel holds an investment in 1 (December 31, 2021: 1) associate (Ecco Gulf WLL,
Qatar).
The following table shows summarized financial information on this associate. The information given represents
Majorel´s interest.
Financial Information on the Associate
in € millions
2022
2021
Earnings after taxes from continuing operations
1
1
Other comprehensive income
-
-
Total comprehensive income
1
1
At the end of the reporting period, the total carrying amount of the investment in this associate amounts to
€4 million (December 31, 2021: €3 million).
Annual Report 2022
119
13. Other Financial Assets
Current
Non-current
in € millions
12/31/2022
12/31/2021
12/31/2022
12/31/2021
Loans
1
6
-
-
Financial assets recognized at fair value
-
5
-
-
Derivative financial instruments
1
-
-
-
2
11
-
-
As of December 31, 2021, the “Financial assets recognized at fair value” of €5 million related to a highly liquid
investment fund acquired in 2021 and matured in 2022. As of December 31, 2021, the "Loans" of €6 million
contains the outstanding loans provided to members of Management Board for the purchase of Majorel Group’s
shares. The loan was repaid in 2022.
As in the previous year, no other financial assets were subject to restrictions on disposal as of the end of the
reporting period.
14. Trade and Other Receivables
in € millions
12/31/2022
12/31/2021
Non-current
9
1
Other receivables
9
1
Current
526
467
Trade receivables
491
388
Other receivables
35
79
Trade receivables are due for payment generally within 12 months. As of December 31, 2022, trade and other
receivables totalling €8 million were subject to restrictions on disposals (December 31, 2021: €6 million). In 2021,
the "Other receivables" contained €58 million of prepaid consideration for business acquisition of Mayen
Telekomünikasyon Hizmetleri A.Ş..
15. Other Non-Financial Assets
in € millions
12/31/2022
12/31/2021
Non-current
Other non-financial assets
-
-
Current
Other non-financial assets
70
68
– advance payments
8
3
– deferred items
21
15
– other tax receivables
32
35
– sundry non-financial assets
9
15
16. Cash and Cash Equivalents
in € millions
12/31/2022
12/31/2021
Bank balances and cash on hand
242
231
Cash equivalents
3
7
245
238
Cash equivalents include short-term, highly liquid securities with a term to maturity on acquisition of not more
than three months. As at 31 December 2022, cash and cash equivalents totalling to €3 million were restricted
(previous year: €3 million).
Annual Report 2022
120
17. Equity
By resolution of the Company’s shareholders’ meeting held on September 6, 2021, the Company’s share capital
was increased from the Company’s share premium by €596,000 from €404,000 to €1,000,000 and the value of
the Company’s shares was changed from a nominal value of € 1 (one Euro) to an accounting par value of €0.01
(one Eurocent) so that following the capital increase and the change in the share value the Company’s share
capital amounts to €1,000,000, represented by 100,000,000 shares with an accounting par value of €0.01 (one
Eurocent) each.
In addition in 2021, the extraordinary shareholder meeting resolved to introduce an authorised share capital
clause in the articles of the Company and to authorise the management board, for a period of five years as from
the date of the publication of the resolution and subject to the prior consent of the Supervisory Board, to
increase the issued share capital on one or more occasions up to an aggregate amount of €3,000,000, with or
without the issue of up to 200,000,000 new shares having an accounting par value of €0.01 each, as well as the
same rights as the existing issued shares.
Number of Shares Issued
12/31/2022
12/31/2021
Ordinary shares in issue at January 1st
100,000,000
404,000
Share split
-
39,996,000
Shares issued in year
-
59,600,000
100,000,000
100,000,000
On June 24, 2021 the General Meeting of shareholders resolved to declare and pay a dividend of €19 million
exclusively to the shareholder Bertelsmann Luxembourg S.à r.l. pursuant to a separate agreement between the
shareholders of the Company and the certain venture agreement entered into between the shareholders.
On June 20, 2022 the General Meeting of shareholders resolved to declare and pay a dividend of €32 million to
the shareholders of the Group. In July 2022, €24 million was paid out of capital reserves and €8 million was paid
out of retained earnings. The change in other comprehensive income after taxes is derived as follows:
Changes to Components of Other Comprehensive Income after Taxes
in € millions
2022
Before-tax
amount
Taxes
Net-of-tax
amount
Attributable
to Majorel
shareholders
Attributable
to non-
controlling
interests
Items that will not be reclassified
subsequently to profit or loss
Remeasurement component of defined
benefit plans
16
(3)
13
13
-
Items that will be reclassified
subsequently to profit or loss when
specific conditions are met
Exchange differences
(23)
-
(23)
(23)
-
Other comprehensive income net
of tax
(7)
(3)
(10)
(10)
-
Annual Report 2022
121
in € millions
2021
Before-tax
amount
Taxes
Net-of-tax
amount
Attributable
to Majorel
shareholders
Attributable
to non-
controlling
interests
Items that will not be reclassified
subsequently to profit or loss
Remeasurement component of defined
benefit plans
6
3
9
9
-
Items that will be reclassified
subsequently to profit or loss when
specific conditions are met
Exchange differences
12
-
12
12
-
Other comprehensive income net
of tax
18
3
21
21
-
Income taxes relating to other comprehensive income mainly reflect effects of measurement of deferred tax
assets that have previously been recognized with respect to the remeasurement of defined benefit plans.
18. Provisions for Pensions and Similar Obligations
in € millions
12/31/2022
12/31/2021
Defined benefit obligation
25
40
Obligations similar to pensions
7
3
32
43
Majorel operates various pension plans for current and former employees and their surviving dependents. The
model of such plans varies according to the legal, fiscal and economic environment of the country concerned.
These company pension plans include both defined contribution and defined benefit plans.
In the case of defined contribution plans, the company makes payments into an external pension fund or
another welfare fund through a statutory, contractual or voluntary model. The company has no obligation to
provide further benefits once it has made these payments, so no provisions are recognized. Expenses for
defined contribution plans in the amount of €2 million were recognized as part of personnel costs in the
consolidated statement of profit and loss in the financial year 2022 (previous year: €3 million).
All other pension plans are defined benefit plans. For all the retirement benefit plans, a distinction must be made
as to whether or not these are financed through an external investment fund.
Net Defined Benefit Liability Recognized in the Statement of Financial Position
in € millions
12/31/2022
12/31/2021
Present value of defined benefit obligation of unfunded plans
22
29
Present value of defined benefit obligation of funded plans
28
39
Total present value of defined benefit obligation
50
68
Fair value of plan assets
(25)
(28)
Impact from asset ceiling
-
-
Net defined benefit liability recognized in the balance sheet
25
40
– thereof provisions for pensions
25
40
Provisions are recognized for these defined benefit plans. These are mostly flat salary plans and final salary
plans.
Annual Report 2022
122
Defined Benefit Plans
in € millions
12/31/2022
12/31/2021
Flat salary plans/plans with fixed amounts
21
27
Final salary plans
12
17
Career average plans
17
24
Present value of defined benefit obligation
50
68
– thereof capital commitments
19
23
The obligations and plan assets available for the existing pension plans are, in some cases, exposed to
demographic, economic and legal risks. The demographic risk is primarily the longevity risk for pensioners.
Economic risks include, in this respect, mostly unforeseeable developments on the capital markets and the
associated impacts on plan assets and pension obligations. Legal risks can result from restrictions to
investments and minimum funding requirements.
The provisions are determined using actuarial formulas in accordance with IAS 19. The amount of provisions
depends on the employees’ length of service with the company and their pensionable salary. Provisions are
computed using the projected unit credit method, in which the benefit entitlement earned is allocated to each
year of service, thus assuming an increasing cost of service in comparison to the entry age normal method.
When identifying the present value of the pension obligation, the underlying interest rate is of material
importance. For Majorel, this is based on the “Mercer Yield Curve Approach.” With this approach, separate spot-
rate yield curves are created for the eurozone on the basis of high-quality corporate bonds. In order to
appropriately present the time value of money in accordance with IAS 19.84, the basis does not consider either
spikes for which the risk estimate may be substantially higher or lower, or bonds with embedded options that
distort interest rates. Biometric calculations of German plans are based on the 2018 G mortality tables of
Heubeck-Richttafeln-GmbH. Comparable country-specific calculation methods are used for foreign plans.
Further significant actuarial assumptions were made as follows:
Actuarial Assumptions
12/31/2022
12/31/2021
Discount rate
4.2%
1.3%
Rate of salary increase
2.2%
2.2%
Rate of pension increase
1.9%
1.4%
An increase or decrease in the assumptions set out above compared to the assumptions actually applied would
have had the following effects on the present value of the defined benefit obligation as of December 31, 2022:
Effect of Actuarial Assumptions
in € millions
Increase
Decrease
Effect of 0.5 percentage point change in discount rate
(3)
3
Effect of 0.5 percentage point change in rate of salary increase
-
-
Effect of 0.5 percentage point change in rate of pension increase
1
(1)
In order to determine the sensitivity of the longevity, the mortality rates for all beneficiaries were reduced or
increased evenly so that the life expectancy of a person of a country-specific retirement age increases or
decreases by one year. An increase in average life expectancy by 1 year will result of an increase of €5 million of
the present value of the defined benefit obligation as of December 31, 2022 and a decrease in average life
expectancy by 1 year will result of a decrease of €5 million of the present value of the defined benefit obligation
as of December 31, 2022.
Changes in the present value of defined benefit obligations and plan assets in the reporting period were as
follows:
Annual Report 2022
123
Development of the Defined Benefit Plans
Defined benefit
obligation (I)
Fair value of
plan assets
(II)
Net defined
benefit
balance (I)-
(II)
in € millions
2022
2021
2022
2021
2022
2021
Balance as of 1/1
68
76
28
28
40
48
Service cost
2
1
-
-
2
1
Interest expenses
2
1
1
-
1
1
Income and expenses for defined benefit plans
recognized in the consolidated statement of profit
and loss
4
2
1
-
3
2
Income/expense on plan assets excluding amounts
included in net interest income and net interest expenses
-
-
(4)
-
4
-
Actuarial gains (-) and losses (+)
– changes in financial assumptions
(20)
(2)
-
-
(20)
(2)
– experience adjustments
-
(4)
-
-
-
(4)
Remeasurements for defined benefit plans
recognized in the consolidated statement of
comprehensive income
(20)
(6)
(4)
-
(16)
(6)
Contributions to plan assets by employer
-
-
-
-
-
-
Pension payments
(3)
(3)
-
-
(3)
(3)
Change of consolidation scope
-
-
-
-
-
-
Other changes
1
(1)
-
-
1
(1)
Other reconciling items
(2)
(4)
-
-
(2)
(4)
Balance as of 12/31
50
68
25
28
25
40
thereof
Germany
45
62
25
28
20
34
Other countries
5
6
-
-
5
6
The contributions to plan assets fully pertain to Germany.
The expenses for defined benefit plans are broken down as follows:
Expenses for Defined Benefit Plans
in € millions 2022 2021
Service cost
2
1
Net interest expenses
1
1
Net pension expenses
3
2
The portfolio structure of plan assets is composed as follows:
Portfolio Structure of Plan Assets
in € millions
12/31/2022
12/31/2021
Debt instruments
1)
18
19
Cash and cash equivalents
-
1
Qualifying insurance policies
-
-
Other funds
7
8
Fair value of plan assets
25
28
1) For almost all debt instruments, market prices are listed on an active market.
Annual Report 2022
124
The plan assets are used exclusively for the fulfillment of benefit obligations. To avoid a concentration of risk,
plan assets are invested in various classes of investments.
The trust agreement between Majorel Deutschland GmbH and Helaba Pension Trust e.V. meets the
requirements for plan assets in accordance with IAS 19.
The weighted average duration of the pension obligations on December 31, 2022, was 12 years
(December 31, 2021: 15 years). The maturity profile of the anticipated undiscounted pension payments is
presented in the following table:
Maturity Profile of Pension Payments
in € millions
Expected pension
payments
2023
4
2024
3
2025
3
2026
3
2027
3
2028-2032
17
Obligations similar to pensions relate to provisions for bonuses for employee service anniversaries and
severance payments at retirement. Severance payments at retirement are made when employees leave the
company and are based on statutory obligations. Provisions for employee service anniversary bonuses and
severance payments at retirement are recognized in the same way as defined benefit plans, but with actuarial
gains and losses recognized in profit or loss.
The following table shows the breakdown in obligations similar to pensions:
Breakdown of Obligations Similar to Pensions
in € millions
12/31/2022
12/31/2021
Provisions for severance payments
6
2
Provisions for employee service anniversaries
1
1
Obligations similar to pensions
7
3
19. Other Provisions
1/1/2022
12/31/2022
in € millions
of
which
> 1
year
Additions
Reversal
Usage
Other
effects
Change of
consolidation
scope
Accrued
interest
of
which
> 1
year
Onerous
contracts
3
2
2
-
(2)
-
-
-
3
1
Litigation
3
2
2
(1)
-
-
-
-
4
2
Restructuring
5
-
5
(4)
(2)
-
20
-
24
2
Other
employee
benefits
5
1
4
(4)
-
-
-
-
5
1
Other
22
3
4
(5)
(1)
(1)
1
-
20
5
38
8
17
(14)
(5)
(1)
21
-
56
11
Annual Report 2022
125
1/1/2021
12/31/2021
in € millions
of
which
> 1
year
Additions
Reversal
Usage
Other
effects
Change of
consolidation
scope
Accrued
interest
of
which
> 1
year
Onerous
contracts
3
1
3
(1)
(2)
-
-
-
3
2
Litigation
3
2
1
(1)
-
-
-
-
3
2
Restructuring
4
-
5
(3)
(1)
-
-
-
5
-
Other
employee
benefits
4
-
2
(1)
-
-
-
-
5
1
Other
13
2
11
(2)
-
-
-
-
22
3
27
5
22
(8)
(3)
-
-
-
38
8
In accordance with IAS 37, restructuring provisions include termination benefits and other costs relating to the
discontinuation of business activities.
20. Financial Debt
Carrying amounts of financial debt are calculated as follows:
Current and Non-Current Financial Debt
Current
Non-current
in € millions
12/31/2022
12/31/2021
12/31/2022
12/31/2021
Liabilities to banks
6
4
130
70
Other financial debt
2
85
2
-
8
89
132
70
Majorel had contracted a fixed-interest term loan agreement of €20 million with Bertelsmann Business Support
S.à r.l., a subsidiary of Bertelsmann SE & Co. KGaA, valid until December 2022. The term loan was with an
interest of 2.60% per annum and was fully repaid in December 2022.
In January 2021, Majorel had entered into a second fixed-interest term loan agreement of €65 million with
Bertelsmann Business Support S.à.r.l., a subsidiary of Bertelsmann SE & Co. KGaA, valid until December 2022.
The term loan was contracted with an interest of 1.50% per annum and was fully repaid in December 2022.
In December 2021, Majorel contracted a committed Facility Agreement of €150 million with group of banks. On
July 1, 2022, Majorel increased the Facility Agreement up to €200 million by using the Accordion Option initially
agreed with the lending banks. The Facility Agreement includes a term loan facility of €70 million (Facility A) valid
until December 2025 and multicurrency revolving loan facility of €130 million (Facility B) valid until December
2025 as the option to extend the maturity for 12 months was activated. During 2022, an amount of €60 million
from Facility B was withdrawn. As of December 31, 2022, the Facility A balance amounting to €70 million and the
Facility B balance amounting to €60 million were included in the non-current balance sheet position “Financial
debt”. The Facilities bear floating interest calculated as EURIBOR 3M + margin.
Financial debt is generally unsecured.
There is non-significant unsecured financial debt in several countries.
21. Lease Liabilities
The maturities of lease liabilities are presented in the table below.
Annual Report 2022
126
Maturity Analysis for Lease Liabilities
Undiscounted cash flows
in € millions
Carrying
amount
Up to 1
year
1 to 5
years
Over 5
years
Total
Balance as of 12/31/2022
140
67
102
10
179
Balance as of 12/31/2021
125
52
84
10
146
As of December 31, 2022, potential future cash outflows of €11 million were not included in the lease liabilities
(December 31, 2021: €11 million), as it could not be assumed with reasonable certainty that the leases would be
extended (or would not be terminated). Future payments arising from short-term leases and leases for low-value
assets are not recognized as right-of-use assets and lease liabilities. For such leases, the payments are
recognized on straight-line basis as expenses (note 3 ”External Expenses and Costs of Materials”). During the
year 2022, short-term leases amounted to €10 million (previous year: €7 million) and low value leases amounted
to €3 million (previous year: €3 million). Expenses from variable lease payments not included in the lease liability
were immaterial (previous year: immaterial). The same applies for income from subleasing right-of-use assets
and the resulting lease payments expected in the future. Details on the corresponding right-of-use assets are
presented in note 11 “Property, Plant and Equipment and Right-of-Use Assets.”
22. Liabilities
in € millions
12/31/2022
12/31/2021
Non-current
38
-
Sundry financial payables
20
-
Contract liabilities
13
-
Sundry non-financial payables
5
-
Current
431
417
Trade payables
137
129
Derivative financial instruments
6
-
Sundry financial payables
36
27
Contract liabilities
5
5
Sundry non-financial payables
247
256
– personnel-related liabilities
135
143
– tax liabilities
41
38
– social security liabilities
41
44
– deferred items
4
2
– other
26
29
The item “Contract liabilities” includes payments received by Majorel in advance; that is, prior to satisfaction of
the contractual obligations in accordance with IFRS 15. They are recognized as revenue as soon as the
contractual obligation has been rendered. Accordingly, revenues amounting to €3 million were recognized in
the financial year 2022, which were included in the balance of contract liabilities at the beginning of the financial
year. The non-current item “Sundry financial payables” contains earn-out contingent consideration from
acquisitions amounting to €20 million. The current item “Sundry financial payables” mainly contains debtors with
a credit balance amounting to €3 million (previous year: €1 million), refund liabilities amounting to €16 million
(previous year: €13 million) and payables resulting from acquisition of property, plant and equipment amounting
to €3 million (previous year: €2 million).
23. Contingent Liabilities
Contingent liabilities as of December 31, 2022 and 2021 were immaterial.
24. Additional Disclosures on Financial Instruments
In the case of financial assets and financial liabilities measured at fair value, the valuation technique applied
depends on the respective inputs present in each case. If listed prices can be identified for identical assets on
Annual Report 2022
127
active markets, they are used for measurement (level 1). If this is not possible, the fair values of comparable
market transactions are applied, and financial methods that are based on observable market data are used (level
2). For measuring the fair value of unlisted derivatives (level 2), Majorel uses various financial methods reflecting
the prevailing market conditions and risks at the respective balance sheet dates. Irrespective of the type of
financial instrument, future cash flows are discounted at the end of the reporting period based on the respective
market interest rates and yield curves at the end of the reporting period. If the fair values are not based on
observable market data, they are identified using established financial methods or on the basis of observable
prices obtained as part of the most recently implemented qualified financing rounds, taking into account the life
and developmental cycle of the respective entity (level 3).
Both the following tables show the carrying amounts and measurement categories of financial assets and
financial liabilities in accordance with IFRS 9:
Carrying Amounts and Measurement Categories of Financial Assets
in € millions
12/31/2022
12/31/2021
Financial assets measured at amortized cost
– trade receivables
491
388
– sundry financial receivables
44
80
– other financial assets
2
11
– bank balances and cash on hand
242
231
– cash equivalents
3
7
782
717
Carrying Amounts and Measurement Categories of Financial Liabilities
in € millions
12/31/2022
12/31/2021
Financial liabilities measured at amortized cost
– liabilities to banks
136
74
– other financial debt
4
85
– trade payables
137
129
– other
62
27
339
315
In December 2021, Majorel contracted a committed Facility Agreement of €150 million with group of banks. On
July 1, 2022, Majorel has increased the Facility Agreement up to €200 million by using the Accordion Option
initially agreed with the lending banks. The Facility Agreement includes a term loan facility of €70 million (Facility
A) valid until December 2025 and multicurrency revolving loan facility of €130 million (Facility B) valid until
December 2025 as the option to extend the maturity for 12 months was activated. During 2022, an amount of
€60 million from Facility B was withdrawn. As of December 31, 2022, the Facility A balance amounting to €70
million and the Facility B balance amounting to €60 million were included in the non-current balance sheet
position “Financial debt”. The Facilities bear floating interest calculated as EURIBOR 3M + margin.
The fair value of each class of financial assets and liabilities measured at amortized cost represent a reasonable
approximation of fair value. The fair value of the loan under Facility A with group of banks with a carrying
amount of €70 million amounts to €71 million (level 2). The fair value of the loan under Facility B with group of
banks with a carrying amount of €60 million amounts to €58 million (level 2).
As of December 31, 2021, other financial assets included financial assets recognized at fair value (level 1), which
relates to a highly liquid investment fund for an amount of €5 million. The financial instruments including
derivatives measured at fair value are immaterial (level 2) as of December 31, 2022 and 2021.
Annual Report 2022
128
As of December 31, 2022, other financial liabilities consisted of earn-out contingent consideration from
acquisitions amounting to €20 million which were measured at fair value at the acquisition date as part of the
business combination.
As in the previous year, no on-balance-sheet offsetting of financial assets and financial liabilities were performed,
nor were there any significant non-recognized offsetting potential as of December 31, 2022.
Credit Risk
In accordance with IFRS 9, Majorel uses a simplified approach to measure expected credit losses on trade
receivables and contract assets. According to this, the loss allowance is measured using lifetime expected credit
losses. For this purpose, impairment matrices based on historic bad debt losses, maturity bands and expected
credit losses are prepared. The impairment matrices are created for business unit-specific groups of receivables,
each with similar default patterns. In addition, separate risk assessments are performed. Majorel also considers
other quantitative and qualitative information and analyses based on the experience of the Majorel Group.
Additionally, reasonable assessments including forward-looking information such as customer-specific
information and forecasts of future economic condition have been taken into consideration. Contract assets
have substantially the same risk characteristics as trade receivables for the same types of contracts, so that the
expected loss rates for trade receivables are a reasonable approximation of the loss rates for contract assets.
Based on this, the loss allowance as of December 31, 2022, amounted to €-8 million for trade receivables
(December 31, 2021: €-6 million). In the financial year 2022, an amount of €2 of impairment losses and reversals
were recognized on trade receivables and contract assets (previous year: immaterial). The following table shows
a reconciliation from the opening balance to the closing balance of loss allowances for trade receivables and
contract assets in the financial year 2022 and 2021.
Reconciliation of Loss Allowance for Trade Receivables and Contract Assets
in € millions
2022
2021
Balance as of 1/1
(6)
(5)
Additions
(3)
(2)
Usage
-
1
Reversal
1
2
Change of consolidation scope
-
(2)
Balance as of 12/31
(8)
(6)
The following table details the risk profile of trade receivables based on the Group’s provision matrix.
in € millions
Trade receivables- days past due
2022
Not past
due
< 30
days
31- 90
days
91-180
days
181-360
days
>360
days
Total
Trade receivables after
individual impairment
426
43
13
5
1
4
492
Expected Credit Loss
(1)
-
-
-
-
-
(1)
in € millions
Trade receivables- days past due
2021
Not past
due
< 30
days
31- 90
days
91-180
days
181-360
days
>360
days
Total
Trade receivables after
individual impairment
352
23
4
4
1
6
390
Expected Credit Loss
(1)
-
-
-
-
(1)
(2)
Expected credit losses for cash and cash equivalents as of December 31, 2022, and as of December 31, 2021,
were immaterial. Majorel applies the general approach for all other financial assets that are subject to the
Annual Report 2022
129
expected credit loss model. Insignificant impairment losses were identified for these financial assets as of
December 31, 2022, and December 31, 2021. As of December 31, 2022, and as of December 31, 2021, the
carrying amount of all receivables, loans and securities constitutes Majorel’s maximum default risk. The Group
evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers
are located in several jurisdictions and industries and operate in diverse markets. Revenues from five biggest
clients of the Group represented approximately 39% of the Group’s total revenues.
The following table presents the contractually fixed undiscounted cash flows of the financial liabilities for
settlement. The figures are based on undiscounted cash flows at the earliest date at which Majorel can be held
liable for payment.
Maturity Analysis for Non-Derivative Financial Liabilities
Undiscounted cash flows
in € millions
Carrying
amount
Up to 1
year
1 to 5
years
Over 5
years
Total
Liabilities to banks
136
5
131
-
136
Other financial debt
4
2
2
-
4
Trade payables
137
137
-
-
137
Other
62
40
22
-
62
Balance as of 12/31/2022
339
184
155
-
339
Liabilities to banks
74
4
-
70
74
Other financial debt
85
85
-
-
85
Trade payables
129
129
-
-
129
Other
27
27
-
-
27
Balance as of 12/31/2021
315
245
-
70
315
Current cash outflows from financial liabilities are offset by planned cash inflows from receivables and other
financial assets. To cover current cash flows, Majorel also has adequate financial reserves in the amount of the
cash and cash equivalents in place at the end of the reporting period.
The maturity analysis for lease liabilities is presented in note 21 “Lease Liabilities”.
Based on the remaining contractual terms of its financial liabilities at the end of the reporting period, and
considering the higher EURIBOR 3 months, our main index, Majorel will have to make the following future
interest payments:
Future Interest Payments
Undiscounted interest payments
in € millions
Up to 1
year
1 to 5
years
Over 5
years
Total
Liabilities to banks
4
10
-
14
Other financial debt
-
-
-
-
Balance as of 12/31/2022
4
10
-
14
Liabilities to banks
1
2
-
3
Other financial debt
1
-
-
1
Balance as of 12/31/2021
2
2
-
4
Risk Management of Financial Instruments
The principles of the financial risk policy are described below.
Annual Report 2022
130
Financial Risk Management
The Majorel Group is exposed to various forms of financial risk through its international business operations.
Above all, this includes the effects of changes in foreign exchange rates and interest rates. Majorel’s risk
management activities are designed to effectively mitigate these risks. The Management Board establishes basic
risk management policy, outlining general procedures for hedging currency and interest rate risk and the
utilization of derivative financial instruments. The Majorel Group Treasury advises subsidiaries on operating risk
and hedges risks using derivative financial instruments as necessary.
Currency Risk
Majorel is exposed to an exchange rate risk in various foreign currencies. Its subsidiaries are advised, but not
obliged, to hedge themselves against foreign currency risks in the local reporting currency by signing forward
agreements with banks that have a high credit rating. Loans within the Majorel Group that are subject to
currency risk are hedged using derivatives.
The analysis of foreign currency sensitivity includes the Group’s financial debt and operating transactions at the
end of the reporting period and the derivative contracts entered into. The calculation is performed for the
unsecured net exposure on the basis of an assumed 10 percent appreciation of the euro and dollar versus all
foreign currencies and is presented before tax. Based on a total risk position of €101 million (previous year:
€129 million), a uniform devaluation of foreign currencies against EUR would have resulted in a change in the
carrying amount recognized in profit or loss of €-10 million (previous year: €-12.9 million). If there had been a
uniform increase in the value of foreign currencies, this would have led to opposite changes in these amounts.
Based on a total risk position of $28 million, a uniform devaluation of foreign currencies against USD would have
resulted in a change in the carrying amount recognized in profit or loss of €3 million. If there had been a
uniform increase in the value of foreign currencies, this would have led to opposite changes in these amounts.
Interest Rate Risk
Majorel´s interest rate risk arises primarily from financing agreements with banks and from cash and cash
equivalents. Majorel is exposed to €70 million term loan facility and €60 million euro revolving credit facility
contracted from several banks based on a floating EURIBOR. In 2022, change of 100 basis points in interest
rates would an impact of €1 million on the Group’s interest result (previous year: no significant impact).
Liquidity Risk
Liquidity risks may arise through a lack of rollover financing (liquidity risk in a narrow sense), delayed receipt of
payment and unforeseen expenditure (budgeting risk). Budgeting risk is determined by comparing deviations in
actual spending with budget and reserve amounts. In a narrow sense, liquidity risk depends on the volume of
debt due within a given period. Majorel Group’s policy in respect of its financing is to maintain sufficient liquidity
at all times to finance group assets, short-term cash requirements, and its development, both in terms of
amount and duration, and at the lowest possible cost. Liquidity risk is monitored on an ongoing basis with
reference to the budget for current and future years. New and unplanned transactions (e.g. acquisitions) are
continuously tracked. The maturity profile of financial assets and liabilities is also reconciled on a regular basis.
Budget risks are managed through effective cash management and constant monitoring of projected versus
actual cash flows. Debt maturities are also diversified to ensure that rising financing costs do not have a short-
term impact. Credit facilities with banks are also maintained for unplanned expenditures. The Group has
implemented a centralized cash management policy when in conformity with local legislation applying to its
subsidiaries and taking into consideration interest rates and funding needs of these subsidiaries. All medium-
and long-term financing operations are authorized and overseen by the Group’s financial management. The
Group obtains its financing in the form of loans from shareholders and banks as well as revolving credit facilities
with maturities ranging till December 2025 and until further notice as disclosed in note 20 “Financial Debt”.
Given the maturities of its borrowings and the Group’s capacity to generate free cash flow, liquidity risk is
considered to be low.
Financial Derivatives
Majorel uses standard market financial derivatives, usually unlisted (OTC) instruments. These include, in
particular, forward agreements. Transactions are entered into solely with Bertelsmann Group Treasury or banks
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131
with a high credit rating. The transactions with banks are only performed with banks approved by Majorel
Corporate Treasury.
Capital Management
The financing guidelines adopted by the Majorel Group are designed to ensure a balance between financing
security, return on equity and growth. Financial management at Majorel is conducted with a target to ensure the
Group’s independence and capacity to maintain a strong capital base so as to maintain investor, creditor and
market confidence and to sustain future development of the business. This objective is part of the overall
planning process and regular monitoring.
25. Acquisitions and Disposals
In the financial year 2022, the net negative cash flow from acquisition activities amounted to €-19 million, which
fully related to new acquisitions during the reporting period less cash and cash equivalents acquired. The
consideration transferred amounted to €191 million.
In November 2021, Majorel had signed an agreement for the acquisition of 80 percent of the shares in Mayen
Telekomünikasyon Hizmetleri A.Ş. (thereafter “Mayen”), a company based in Türkiye. In 2021, an advance
payment of €58 million was already paid. In accordance with IFRS 3, the acquisition date was January 1, 2022.
The total consideration transferred amounted to €60 million and was paid in cash. To finance the acquisition of
the Turkish business, Majorel used its available credit line under the Facility Agreement with group of banks.
Resulting from the purchase price allocation, a goodwill amounting to €42 million is considered, which reflects
synergy from expanding group geographic footprint, global client and digital offering. The goodwill resulted
from the acquisition of Mayen is not tax deductible and was allocated to the Majorel Germany & Eastern Europe
cash-generating unit.
In February 2022, Majorel had signed an agreement to acquire 12 of Booking.com’s 14 internal CX service
centers (thereafter “Apollo”) in Europe, Asia Pacific, and the Americas. In accordance with IFRS 3, the acquisition
date was June 1, 2022. This expanded partnership enables Majorel to expand its geographic footprint into new
countries and further consolidate its existing presence in the other markets too. The consideration transferred
amounted to €65 million was paid in cash. The negative difference between the consideration transferred and
the fair value attributable to the identifiable assets and liabilities, resulting from the preliminary purchase price
allocation, amounting to a €3 million amount, was recognized in profit or loss.
In June 2022, Majorel acquired 100% of the holding entity Alembo B.V. based in Netherlands (thereafter
“Alembo”) which holds the operational entity, Alembo N.V. based in Suriname. The acquisition aimed to obtain a
solution for the Dutch language mostly due to the increased demand from domestic and global clients. The
consideration transferred amounted to €22 million which was composed of an upfront payment of €14 million
and a contingent consideration (an earn-out payment) of €8 million which was measured at fair value at the
acquisition date as part of the business combination. The upfront payment of €14 million was paid in cash in
2022. As of December 31, 2022, the fair value of the contingent consideration was included in the non-current
balance sheet position “Trade and other payables”. Resulting from the preliminary purchase price allocation,
goodwill amounted to €18 million which reflects synergy from expanding group geographic footprint, global and
domestic clients offering in Dutch language. The goodwill resulted from the acquisition of Alembo is not tax
deductible and was allocated to the Majorel France, Netherlands & Western Africa cash-generating unit.
In September 2022, Majorel acquired 100% of the holding entity Findasense Global, S.L. (thereafter “Findasense”)
which holds the entities, Findasense España, S.L based in Spain, Findasense Chile S.p.A. based in Chile,
Findasense Colombia S.A.S based in Columbia, Findasense Cono Sur S.A. based in Argentina, Findasense Costa
Rica, LTDA based in Costa Rica, Findasense Ecuador, S.A based in Ecuador, Findasense México S.A. de CV based
in Mexico and Findasense Perú, S.A.C based in Peru. The acquisition strongly supports Majorel’s strategy to
expand its portfolio, of CX transformation services, and to tap into new consumer markets while expanding
delivery from cost-efficient near- and offshore locations. The consideration transferred amounted to €16 million
which was composed of an upfront payment of €11 million and a contingent consideration (an earn-out
payment) of €5 million which was measured at fair value at the acquisition date as part of the business
Annual Report 2022
132
combination. The upfront payment of €11 million was paid in cash in 2022. As of December 31, 2022, the fair
value of the contingent consideration was included in the non-current balance sheet position “Trade and other
payables”. Resulting from the preliminary purchase price allocation, goodwill amounted to €13 million which
reflects synergy from expansion of clients and geographic locations in design and creative services. The goodwill
resulted from the acquisition of Findasense is not tax deductible and was allocated to the Majorel X cash-
generating unit.
In March 2022, Majorel had signed an agreement for the acquisition of 100% of the holding entity IST Networks
B.V. (thereafter “IST”), a company based in Netherlands which controls subsidiaries operating as CX Technology
Service Provider. The completion date of acquisition was on December 1, 2022. The acquisition of IST will
provide Majorel with new capabilities in CX technology consulting, integration, application development and
managed services, delivered through a combination of in-country solution consultants and cost-efficient near-
shore delivery out of an established platform in Middle East. The holding entity holds the entities Entegrasyon
Servis Ve Teknoloji Ticaret LLC based in Türkiye, Global Technical Services and IST Egypt S.A.E based in Egypt,
Information Services Technology Company based in Saudi Arabia and ISTTEK Ltd based in United Kingdom. The
consideration transferred amounted to €28 million which was composed of an upfront payment of €21 million
and a contingent consideration (an earn-out payment) of €7 million which was measured at fair value at the
acquisition date as part of the business combination. The upfront payment of €21 million was paid in cash in
2022. Out of this €21 million, €5 million was paid for non-controlled entities which are expected to be
consolidated in 2023. As of December 31, 2022, the fair value of the contingent consideration was included in
the non-current balance sheet position “Trade and other payables”. Resulting from the preliminary purchase
price allocation, goodwill amounted to €23 million which reflects synergy from expansion of clients and
geographic locations in technology services. The goodwill resulted from the acquisition of IST is not tax
deductible and was allocated to the Majorel X cash-generating unit.
Transaction-related costs for all acquisitions amounted to €3 million for the year ended December 31, 2022 and
have been recognized under the position “External expenses and costs of materials” in profit or loss.
In accordance with IFRS 3, business combinations are accounted for using the acquisition method. The cost of
an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition
date fair value. Fair value of other intangible assets amounting to €22 million are measured based on present
value of the net cash flows expected to be generated by the customer relationships and €2 million from
trademarks. €17 million of lease liabilities and €11 million of right-of-use assets are accounted for leases
identified in accordance with IFRS 16. The purchase price allocation considers all the facts and circumstances
prevailing as of the respective date of acquisition that were known prior to preparation of the Consolidated
Financial Statements. In accordance with IFRS 3, should further facts and circumstances become known within
the 12-month measurement period, the purchase price allocation will be adjusted accordingly.
The following table shows the fair values of the assets and liabilities of the acquisition on the date of initial
consolidation based on the preliminary purchase price allocation except for Mayen:
in € millions
Mayen
Apollo
Alembo
Findasense
IST
Total
Non-current assets
Other intangible assets
13
4
3
3
4
27
Property, plant and equipment and right-of-use assets
3
12
-
1
1
17
Trade and other receivables
-
-
-
-
-
-
Other non-current assets
-
2
-
-
-
2
Current assets
Trade and other receivables
5
32
2
5
9
53
Cash and cash equivalents
11
80
1
1
1
94
Other current assets
-
4
-
2
2
8
Liabilities
Annual Report 2022
133
Lease liabilities
2
13
-
1
1
17
Provisions for pensions and similar obligations
1
1
-
-
2
4
Other financial and non-financial liabilities
6
52
2
5
8
73
Financial Debt
-
-
-
3
1
4
Net assets acquired
23
68
4
3
5
103
Goodwill/ Gains from business combinations
42
(3)
18
13
23
93
Non-controlling interests
(5)
-
-
-
-
(5)
Consideration transferred according to IFRS 3
60
65
22
16
28
191
Consideration paid in cash
60
65
14
11
21
171
Cash and cash equivalents acquired
11
80
1
1
1
94
Cash outflow on acquisitions
(49)
15
(13)
(10)
(20)
(77)
Payments made in 2021
58
-
-
-
-
58
Total cash flow from acquisition activities
9
15
(13)
(10)
(20)
(19)
It is expected that full contractual amounts of trade receivables can be collected.
Since initial consolidation, all new acquisitions in the year 2022 have contributed €107 million to revenue and €-2
million to Group profit or loss. It is impracticable to disclose the consolidated revenue and Group profit or loss
for the new acquisitions as of January 1, 2022 since the revenue model was different prior to acquisitions.
During the year 2022, Majorel disposed no subsidiary or other business unit.
26. Cash Flow Statement
The consolidated cash flow statement has been prepared in accordance with IAS 7 and is used to evaluate the
Group’s ability to generate cash and cash equivalents. Cash flows are divided into those relating to operating
activities, investing activities and financing activities. Cash flows from operating activities are presented using the
indirect method, whereby EBIT is adjusted for the effects of a non-cash nature, any deferrals or accruals of past
or future operating receipts or payments, and items of income or expenses associated with investing cash flows.
In addition, cash flows arising from income taxes are classified as cash flows from operating activities as well as
other cash flows that are neither investing nor financing.
The management of Group operations of Majorel utilizes indicators that include operating EBITDA and is thus
before interest, taxes, amortization/depreciation, impairment and reversals and special items. Operating results
and the resulting cash flow from operating activities should therefore be consistent and comparable.
Accordingly, the net balances of interest paid and interest received during the financial year are shown in the
cash flow statement as part of financing activities.
The change in provisions for pensions and similar obligations represents the balance of personnel costs for
pensions and similar obligations and company payments for these obligations. No contributions to pension
plans were made in the financial year 2022 and 2021.
The consolidated cash flow statement includes the effects of changes in foreign currencies and changes in the
scope of consolidation. Items in the consolidated cash flow statement thus cannot be reconciled with changes in
items reported on the consolidated statement of financial position.
Investing activities include payments for investments in non-current assets and purchase price payments for
acquisitions, financial assets recognized at fair value as well as proceeds from the disposal of non-current assets.
Annual Report 2022
134
Further explanations concerning acquisitions made during the financial year are presented in the section
“Acquisitions and Disposals.”
Cash flow from financing activities includes changes in equity, financial debt, dividend payments, lease liabilities
and interest paid and interest received (including interest paid due to leases). The item “Proceeds
from/redemption of other financial debt” includes receipts in the amount of €114 million (previous year:
€136 million) and payments in the amount of €-137 million (previous year: €-31 million). Total cash outflows from
leases amounted to €-57 million in the financial year 2022 (previous year: €-50 million).
The following table shows the cash changes and non-cash changes of liabilities arising from financing activities:
Changes in Liabilities Arising from Financing Activities
in € millions
1/1/2022
Cash
changes
Non-cash changes
12/31/2022
Exchange rate effects
Other changes
Liabilities to banks
74
60
(1)
3
136
Lease liabilities
125
(57)
(7)
79
140
Other financial debt
85
(85)
1
3
4
Liabilities arising from
financing activities
284
(82)
(7)
85
280
in € millions
1/1/2021
Cash
changes
Non-cash changes
12/31/202
1
Exchange rate effects
Other changes
Liabilities to banks
33
40
-
1
74
Lease liabilities
95
(50)
4
76
125
Other financial debt
21
64
-
-
85
Liabilities arising from
financing activities
149
54
4
77
284
As of December 31, 2022, and as of December 31, 2021, the other non-cash changes in lease liabilities mainly relate to lease contracts
extended in the financial year 2022 and 2021, respectively.
Changes in Net Liabilities Arising from Financing Activities
in € millions
2022
2021
Net liabilities arising from financing activities as of 1/1
(46)
46
Cash flow from operating activities
236
185
Cash flow from investing activities
(96)
(174)
Interest, dividends and changes in equity
(41)
(25)
Exchange rate effects and other changes in net liabilities arising from financing
activities
(88)
(78)
Net liabilities arising from financing activities as of 12/31
(35)
(46)
Net liabilities arising from financing activities are the balance of the statement of financial position items “Cash
and cash equivalents,” “Financial debt” and “Lease liabilities.”
27. Segment Reporting
IFRS 8 Operating Segments requires that external segment reporting must be based on the internal
organizational and management structure, and on management and reporting indicators used internally.
Segment reporting reflects three reportable operating segments (Europe, Africa, South America; Global English,
Middle East, Southeast Asia; China, East Asia), differentiated according to the geographical region in which
services are offered and which are reported by segment managers to the Board of Majorel Group Luxembourg
S.A. in its role as the chief operating decision maker in accordance with IFRS 8. Minor activities in Mexico are
included in the column “Consolidation/other”. This column also comprises intersegment eliminations.
Annual Report 2022
135
Specific segment information is defined according to the definitions on which Group management is based. As a
rule, accounting and measurement in the segment reporting uses the same IFRS principles as in the
Consolidated Financial Statements. Intercompany revenues are recognized using the same arm’s-length
conditions applied to transactions with third parties.
Europe,
Africa,
South
America
Global
English,
Middle East,
Southeast
Asia
China, East
Asia
Total
segments
Consolidation
/ other
Total Group
in € millions
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
Revenues
from external
customers
1,677
1428
299
269
124
112
2,100
1,809
-
2
2,100
1,811
Intersegment
revenues
49
42
254
138
12
-
315
180
(315)
(180)
-
-
Segment
revenues
1,726
1470
553
407
136
112
2,415
1,989
(315)
(178)
2,100
1,811
Operating
EBITDA
restated
245
223
110
75
14
15
369
313
-
-
369
313
Depreciation,
amortization
and
impairment
(74)
(55)
(29)
(22)
(12)
(8)
(115)
(85)
-
-
(115)
(85)
Results from
investments
accounted for
using the
equity
method
-
-
1
1
-
-
1
1
-
-
1
1
Invested
capital
408
233
118
88
78
78
604
399
-
(4)
604
395
Operating EBITDA serves as a key performance indicator for a sustainable determination of operating result.
Assessment of the operating segments’ performance is also based on this performance indicator. Before 2022,
operating EBITDA represented EBIT (earnings before interest and taxes) adjusted for depreciation/amortization,
impairment and reversal on intangible assets, property, plant and equipment and right-of-use assets, adjusted
for (i) impairment on goodwill and other intangible assets with indefinite useful life as well as gains from
business combinations, (ii) impairment on carrying amounts on assets held for sale, (iii) impairment/reversals on
other financial assets at amortized cost, (iv) impairment/reversals on investments accounted for using the equity
method, (v) results from disposals of investments, (vi) fair value measurement of investments, and (vii)
restructuring and other special items.
Majorel reassessed the definition of operating EBITDA and starting from 2022, calculates operating EBITDA
adjusting EBIT (earnings before interest and taxes) for amortization and depreciation, impairment and reversal
on intangible assets, property, plant and equipment and right-of-use assets, adjusted for (i) impairment on
goodwill and other intangible assets with indefinite useful life as well as gains from business combinations, (ii)
Annual Report 2022
136
impairment on carrying amounts on assets held for sale, (iii) impairment/reversals on other financial assets at
amortized cost, (iv) impairment/reversals on investments accounted for using the equity method, (v) results from
disposals of investments, (vi) fair value measurement of investments, (vii) results from disposals of intangible
assets and property, plant and equipment, (viii) operating realized and unrealized forex gains and losses
including on derivatives (ix) expenses on long-term incentive programs and (x) further adjustments such as
restructuring, acquisition-related and integration expenses, and other special items.
Elimination of these special items allows the determination of a normalized performance indicator, to reflect
normal operational business activities, and which are not influenced by periodic outcomes or structural
distortions, thus simplifying forecasting and comparability.
Segment amortization/depreciation, impairment and reversals relate to property, plant and equipment and
right-of-use assets, and to intangible assets as set out in notes 10 “Goodwill and Other Intangible Assets” and 11
“Property, Plant and Equipment and Right-of-Use Assets.”
Invested capital is calculated on the basis of the Group’s operating assets less non-interest-bearing operating
liabilities.
Each segment shows the investments accounted for using the equity method and their results, provided these
companies can be clearly allocated to the segment concerned. Results from investments accounted for using
the equity method are shown before impairment. In addition to the segment breakdown, revenues are broken
down by customer location and revenue source.
The following table shows the reconciliation of segment information to the Consolidated Financial Statements:
Reconciliation of Segment Information to Group Profit or Loss
in € millions
2022
2021
(restated)
Operating EBITDA
369
313
Amortization/depreciation, impairment and reversals on intangible assets,
property, plant and equipment and right-of-use assets
(115)
(85)
Gains from business combinations
3
-
Restructurings
(5)
2
Operating realized and unrealized forex gains and losses including on
derivatives
11
1
Expenses on long-term incentive programs
(12)
(128)
Acquisition-related and other special items
(12)
2
EBIT
239
105
Financial result
(18)
(5)
Earnings before taxes
221
100
Income tax expense
(51)
(20)
Group profit or loss
170
80
In 2021 expenses on long-term incentive programs included IPO bonuses with equity deferral and related
statutory social security contributions in the amount of €128 million.
28. Related Party Disclosures
For Majorel, related parties as defined in IAS 24 are those persons and entities that control or exercise a
significant influence over Majorel, as well as those persons and entities controlled or jointly controlled by
Majorel, or over which it exercises a significant influence. Accordingly, all legal entities controlled or jointly
controlled by the ultimate parent company of Majorel preparing consolidated financial statements for public
use.
Annual Report 2022
137
Bertelsmann SE & Co. KGaA, or over which it exercises a significant influence, all legal entities controlled or
jointly controlled by Saham parent entities and key management personnel of Majorel and all its parents
including close members of their families and the companies that are controlled or jointly managed by them, are
defined as related parties. Majorel Group Luxembourg S.A. is the parent company of the Majorel Group.
Bertelsmann Verwaltungsgesellschaft mbH (BVG), Gütersloh, a holding company with no operating activities, has
control of the Bertelsmann Group. Johannes Mohn GmbH has informed Bertelsmann SE & Co. KGaA that it
directly owns more than 50 percent of the shares in Bertelsmann Management SE and of Bertelsmann SE & Co.
KGaA. Reinhard Mohn Verwaltungsgesellschaft mbH continues to own more than one-quarter of the shares in
Bertelsmann Management SE and in Bertelsmann SE & Co. KGaA, respectively.
Remuneration for key management personnel includes the following:
Remuneration for Key Management Personnel
in € millions
2022
2021
Short-term employee and termination benefits
2
2
Post-employment benefits
-
-
Other long-term benefits
2
48
The remuneration shown in 2021 includes IPO bonus with equity deferral of the members of the Management
Board and remuneration for activities by the members of the Management Board of Majorel Group Luxembourg
S.A..
The advisory services received from the members of the Supervisory Board of Majorel Group Luxembourg S.A.
are included in the item "Other related parties" in the table below.
Loans of €12 million was granted to Management Board members out of which €7 million was repaid during the
year 2021. Outstanding loans as at year end 2021 to those members amounted to €5 million were paid in 2022.
Transactions with subsidiaries included in the scope of consolidation are eliminated and are not further
disclosed. In addition to transactions with consolidated subsidiaries, the following transactions with related
parties and entities were conducted in the reporting period:
Transactions with Related Parties
in € millions
Parent
Entities
with
significant
influence
Key
members of
management
Associates
Other
related
parties
Goods delivered and services provided in
2022
-
-
-
-
22
Goods and services received in 2022
-
-
-
-
(30)
Receivables against as of December 31, 2022
1
-
-
-
4
Amounts owed to as of December 31, 2022
6
-
2
-
7
Goods delivered and services provided in
2021
-
-
-
-
39
Goods and services received in 2021
-
-
-
-
(51)
Receivables against as of December 31, 2021
-
1
5
-
14
Amounts owed to as of December 31, 2021
-
6
-
-
93
Transactions with the parent company contain transactions with Bertelsmann Luxembourg S.à r.l. as this entity
is the direct parent company of Majorel. Customer Relationship Investments S.à r.l. and Saham Outsourcing
Luxembourg S.à r.l. are entities that have significant influence over Majorel.
Annual Report 2022
138
On June 24, 2021, the General Meeting of shareholders resolved to declare and pay a dividend of €19 million
exclusively to the shareholder Bertelsmann Luxembourg S.à r.l. pursuant to a separate agreement between the
shareholders of the Company and the certain venture agreement entered into between the shareholders.
On June 20, 2022, the General Meeting of shareholders resolved to declare and pay a dividend of €32 million to
the shareholders of the Group.
The transactions with related parties recognized in the position “Goods delivered and services provided” mainly
include income from rental services and revenues from providing diverse services. The transactions with related
parties recognized in the position “Goods and services received” primarily contain expenses for rental and lease
expenses and expenses receiving sundry services from Bertelsmann. The outstanding receivables against
related parties mainly contain trade receivables. Trade payables and loans payable from a revolving credit
agreement and from a term loan agreement are the main content of the amounts owed payable to related.
In December 2018, Majorel contracted a fixed-interest term loan agreement of €20 million with Bertelsmann
Business Support S.à r.l., a subsidiary of Bertelsmann SE & Co. KGaA, valid until December 2022. The related loan
was repaid in December 2022.
In January 2021, Majorel entered with Bertelsmann Business Support S.à r.l., a subsidiary of Bertelsmann SE &
Co. KGaA, into an unsecured term loan agreement of €65 million to fund the acquisition of the arvato China CRM
Business, valid until December 2022. The related loan was paid in December 2022. The interest expense for both
loans for the period amounted to €1 million.
As of December 31, 2022, there are no loans receivables from associates (previous year: €nil million).
During the year 2021, the Group received reimbursement of costs for IPO from both Saham and Bertelsmann in
the amount of €4 million.
As of December 31, 2022, Majorel has guarantees from Saham in the amount of €1 million (December 31, 2021:
€2 million). No capital contributions were made in the financial year 2022 (previous year: € nil million). No
expenses from lease contracts were recognized with other Saham entities (previous year: €1 million with Saham
entities).
29. Events after the Reporting Period
Majorel UK Limited has been liquidated on January 17, 2023.
In February 2023, the earthquakes in Türkiye directly affected four of our sites. The sites were undamaged.
Majorel is in the process of assessing financial impact in operating activities which is expected to be insignificant.
Subsequent to the balance sheet date, no other events of special importance occurred that could have a
material impact on the financial position and financial performance of Majorel Group.
30. Exemption for Subsidiaries from Preparation, Audit and Publication of Financial Statements
The following subsidiaries took advantage of the exemption regulations set out in section 264 (3) of the German
Commercial Code (HGB) relating to additional requirements for limited liability companies to prepare annual
financial statements and a management report, and the requirements for audit of and publication by limited
liability companies for the financial year ended December 31, 2022. The subsidiaries who took advantage of the
exemption set out in section 2:403 paragraph 1 of the Dutch Civil Code are disclosed as below:
Name of the entity
Place
Majorel Wilhelmshaven GmbH
Schortens
Majorel Dortmund GmbH
Dortmund
CRM Holding GmbH
Gütersloh
Majorel Nordhorn GmbH
Nordhorn
Majorel Münster GmbH
Münster
Annual Report 2022
139
Majorel Cottbus GmbH
Cottbus
Majorel Deutschland GmbH
Gütersloh
Majorel Berlin GmbH
Berlin
Majorel Rostock I GmbH
Rostock
Majorel Brandenburg GmbH
Brandenburg
Majorel Rostock II GmbH
Rostock
Majorel Services Berlin GmbH (formerly known as Bcom Customer Service Center
Germany GmbH)
Berlin
Junokai GmbH
Berlin
Majorel Erfurt GmbH
Erfurt
Majorel Energy GmbH
Leipzig
Majorel Holding Deutschland GmbH
Gütersloh
Majorel Real Estate GmbH
Gütersloh
Majorel Saarbrücken GmbH
Saarbrücken
Majorel Benelux B.V.
Amsterdam
Majorel Holding Nederland B.V.
Amsterdam
EMEA CRM hub Netherlands B.V.
Amsterdam
Annual Report 2022
140
Responsibility Statement
We, Thomas Mackenbrock, Chief Executive Officer and Otmane Serraj, Chief Financial & Shared Services Officer,
confirm, to the best of our knowledge, that these 2022 Consolidated Financial Statements which have been
prepared in accordance with the International Financial Reporting Standards as adopted by the European Union,
give a true and fair view of the assets, liabilities, financial position and profit or loss of Majorel Group and the
undertakings included in the consolidation taken as a whole, and that the Directors’ report includes a fair view of
the development and performance of the business and the position of Majorel Group and the undertakings
included in the consolidation taken as a whole, together with the description of the principal risks and
uncertainties they face.
Luxembourg, March 13, 2023
Majorel Group Luxembourg S.A.
Thomas Mackenbrock (Chief Executive Officer)
Otmane Serraj (Chief Financial & Shared Services Officer)
Annual Report 2022
90
Statutory Auditors’ Report
on the Consolidated
Financial Statements
KPMG Audit S.à r.l.
39, Avenue John F. Kennedy
L-1855 Luxembourg
Tel.: +352 22 51 51 1
Fax: +352 22 51 71
E-mail: info@kpmg.lu
Internet: www.kpmg.lu
© 2023 KPMG Audit S.à r.l., a Luxembourg entity and a member firm of the KPMG global organization of independent member firms affiliated with KPMG
International Limited, a private English company limited by guarantee. All rights reserved. R.C.S Luxembourg B 149133
To the Shareholders of
Majorel Group Luxembourg S.A.
18 Boulevard de Kockelscheuer
L-1821 Luxembourg
Luxembourg
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Opinion
We have audited the consolidated financial statements of Majorel Group Luxembourg S.A. and its
subsidiaries (the "Group"), which comprise the consolidated statement of financial position as at
31 December 2022, and the consolidated statement of profit and loss,
consolidated statement of other comprehensive income, consolidated statement of changes in equity
and consolidated statement of cash flows for the year then ended, and notes to the consolidated
financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the
consolidated financial position of the Group as at 31 December 2022 and of its consolidated financial
performance and its consolidated cash flows for the year then ended in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European Union.
Basis for opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016
on the audit profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”)
as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier (“CSSF”).
Our responsibilities under the EU Regulation N° 537/2014, the Law of 23 July 2016 and ISAs as
adopted for Luxembourg by the CSSF are further described in the « Responsibilities of the réviseur
d'entreprises agréé for the audit of the consolidated financial statements » section of our report. We
are also independent of the Group in accordance with the International Code of Ethics for
Professional Accountants, including International Independence Standards, issued by the
International Ethics Standards Board for Accountants (“IESBA Code”) as adopted for Luxembourg
by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated
financial statements, and have fulfilled our other ethical responsibilities under those ethical
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of the audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
a) Why the matter was considered to be one of most significant in our audit of the consolidated
financial statements of the current period:
Refer to Revenues from contracts with customers in the Accounting and Measurement Policies
section for the relevant accounting policies and to Note 1 Revenues of the consolidated financial
statements.
Revenue of the Group amounts to € 2,100 million for the year ended 31 December 2022 compared
to € 1,811 million in the previous year. Revenues are generated from contracts with customers and
primarily relate to the end-to-end customer experience (“CX”) services and content services, trust &
safety. Revenue is recognized in accordance with the various revenue recognition principles that
apply to the specific revenue streams in accordance with IFRS 15 “Revenue from Contracts with
Customers”. There is a judgement linked to timing of revenue recognition around year end for
revenue recognized over time. The amount of consideration can also vary and should be taken into
account to assess appropriately the revenues. The above judgement and the significance of the
amount relative to other captions in the consolidated financial statements led us to identify revenue
recognition as key audit matter.
b) How the matter was addressed during the audit
Our procedures over revenue recognition include, but are not limited to:
• Gaining an understanding of the various revenue processes by performing a walkthrough of the
process and testing design and implementation of the key controls;
• Testing of the relevant internal controls used to ensure the completeness, existence, accuracy
and timing of revenue recognised;
• Assessing whether appropriate revenue recognition policies are applied by the Group by
comparing them with relevant accounting standards;
• Performing test of details over revenue recognition, including but not limited to cash proofing,
addition and release of deferred income, cut-off procedures;
• Testing of supporting evidence for manual journal entries posted to revenue accounts to identify
any unusual items;
• Considering the appropriateness of the disclosures provided on revenue recognition pursuant to
the relevant accounting and financial reporting standards
Other information
The Management Board is responsible for the other information. The other information comprises
the information stated in the consolidated report including the consolidated management report and
the Corporate Governance Statement but does not include the consolidated financial statements
and our report of the “réviseur d'entreprises agréé” thereon.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required to report this fact. We have
nothing to report in this regard.
Responsibilities of the Management Board and Those Charged with Governance for the
consolidated financial statements
The Management Board is responsible for the preparation and fair presentation of the consolidated
financial statements in accordance with IFRSs as adopted by the European Union, and for such
internal control as the Management Board determines is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to fraud or
error.
The Management Board is responsible for presenting and marking up the consolidated financial
statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on
European Single Electronic Format (“ESEF Regulation”).
In preparing the consolidated financial statements, the Management Board is responsible for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Management
Board either intends to liquidate the Group or to cease operations, or has no realistic alternative but
to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting
process.
Responsibilities of the réviseur d'entreprises agréé for the audit of the consolidated financial
statements
The objectives of our audit are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue a report of the “réviseur d'entreprises agréé” that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for
Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of
these consolidated financial statements.
Our responsibility is to assess whether the consolidated financial statements have been prepared in
all material respects with the requirements laid down in the ESEF Regulation.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and
with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
—
Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
—
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
—
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Management Board.
—
Conclude on the appropriateness of the Management Board's use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our report of the “réviseur d'entreprises agréé” to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our report of the
“réviseur d'entreprises agréé”. However, future events or conditions may cause the Group to
cease to continue as a going concern.
—
Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
—
Obtain sufficient appropriate audit evidence regarding the financial information of the entities and
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the Group audit.
We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the consolidated financial statements of the current
period and are therefore the key audit matters. We describe these matters in our report unless law
or regulation precludes public disclosure about the matter.
Report on other legal and regulatory requirements
We have been appointed as “réviseur d'entreprises agréé” by the Shareholders on 20 June 2022
and the duration of our uninterrupted engagement, including previous renewals and reappointments,
is two years.
The consolidated management report is consistent with the consolidated financial statements and
has been prepared in accordance with applicable legal requirements.
The Corporate Governance Statement is included in the management report. The information
required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the
commercial and companies register and on the accounting records and annual accounts of
undertakings, as amended, is consistent with the consolidated financial statements and has been
prepared in accordance with applicable legal requirements.
We confirm that the audit opinion is consistent with the additional report to the audit committee or
equivalent.
We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014 were
not provided and that we remained independent of the Group in conducting the audit.
We have checked the compliance of the consolidated financial statements of the Group as at
31 December 2022 with relevant statutory requirements set out in the ESEF Regulation that are
applicable to consolidated financial statements.
For the Group it relates to:
• Consolidated financial statements prepared in a valid xHTML format;
• The XBRL markup of the consolidated financial statements using the core taxonomy and the
common rules on markups specified in the ESEF Regulation.
In our opinion, the consolidated financial statements of Majorel Group Luxembourg S.A. as at
31 December 2022, identified as 529900M90DFPXG97IJ03-2022-12-31-en, have been prepared, in
all material respects, in compliance with the requirements laid down in the ESEF Regulation.
Our audit report only refers to the consolidated financial statements of Majorel Group Luxembourg
S.A. as at 31 December 2022, identified as 529900M90DFPXG97IJ03-2022-12-31-en, prepared and
presented in accordance with the requirements laid down in the ESEF Regulation, which is the only
authoritative version.
Luxembourg, 13 March 2023
KPMG Audit S.à r.l.
Cabinet de révision agréé
Thierry Ravasio
Partner
Annual Report 2022
96
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PUBLISHER
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18, Boulevard de Kockelscheuer,
L-1821 Luxembourg
Luxembourg
CONTACT
Investor Relations
Michèle Negen
SVP, Investor Relations
ir@majorel.com
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SVP, Global Marketing & Communications
media@majorel.com
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