Together
for impact
Annual report
2022
1
B&S Group S.A.
Annual Report 2022
Together
for impact
In conducting business growth, it is vital that we play our
part to safeguard the world for future generations.
With the launch of our sustainability strategy 2030
“Reach with Impact” we reinforced our commitment to
contributing to a more sustainable world, whilst making
premium consumer goods available to everyone, anywhere.
To make this happen, we count on all our employees,
partners and customers to embrace it. Only by working
together, we can make true impact.
Introduction About B&S Results Governance Financial statements
2
B&S Group S.A.
Annual Report 2022
Contents
01. Introduction 3
ը
Non financial highlights 2022 4
ը
Financial highlights 2022 5
ը
Key events 2022 6
ը
Message from the Boards 8
02. About B&S 11
ը
Company profile 12
ը
How we add value 23
ը
Our 2021-2023 strategy: Adapt to win 25
ը
Business priorities 29
ը
Strategic context - Evolving trends 30
ը
What matters to our stakeholders 31
ը
Materiality assessment 33
ը
Sustainable Development Goals 37
03. Results 38
ը
Empowered people 39
ը
Sustainable value chain 52
ը
Commercial excellence 65
ը
Financial & segmental performance 73
04. Governance 86
ը
Corporate Governance 87
ը
Composition of the Boards 90
ը
Composition of the Executive Board
& Leadership Team 92
ը
Composition of the Supervisory Board 94
ը
Risk management 101
ը
Statement of the Executive Board 111
ը
Share information 112
ը
Supervisory Board report 114
ը
Audit and Risk Committee report 118
ը
Remuneration report 120
05. Financial statements 126
ը
Consolidated statement of profit or loss 128
ը
Consolidated statement of profit or loss
and other comprehensive income 129
ը
Consolidated statement of financial position 130
ը
Consolidated statement of changes in equity 132
ը
Consolidated statement of cash flows 134
ը
Notes to the Consolidated Financial
Statements 136
Other information 195
ը
Independent auditor’s report 196
ը
List of subsidiaries 202
ը
Contact 202
Appendices 203
ը
EU taxonomy 204
ը
Reporting principles non-financial
performance 205
ը
GRI index 211
ը
Forward looking statements 215
ը
Non-IFRS financial measures 216
About B&S Results Governance Financial statementsIntroduction
B&S Group S.A.
Annual Report 2022
3
I ntroduction
About B&S Results Governance Financial statementsIntroduction
4
B&S Group S.A.
Annual Report 2022
Non financial highlights 2022
As part of our 'Reach with
Impact' sustainability strategy,
we sharpened our ambitions,
commitments, plan of action
and targets per business
priority.
ը
16,123,818 KwH energy
consumption
ը
2,021 tonnes CO
2
emissions
ը
1,293 tonnes of waste generated,
50% was recycled
ը
1,303 tonnes total packaging
purchased
ը
ISO 14001 certified
ը
Headcount: 2,182
ը
Turnover: 236
ը
Male / Female ratio: 51% / 49%
ը
74 nationalities
ը
Average age: 36.1
ը
ISO 45001 certified
ը
UNGC member since 2010
ը
AEOS & AEOC status
ը
ISO 22000, ISO 9001, ISO 27001, ISO 22301 certified
ը
USAPHC approved
ը
Officially registered supplier to UN global market place
Sustainable
value chain
Commercial
excellence
Reach
with
Impact
Empowered
people
C
l
i
m
a
t
e
a
c
t
i
o
n
R
e
s
o
u
r
c
e
c
o
n
s
c
i
o
u
s
S
u
s
t
a
i
n
a
b
l
e
p
r
o
d
u
c
t
s
L
e
a
r
n
&
d
e
v
e
l
o
p
D
i
v
e
r
s
e
&
s
a
f
e
G
i
v
i
n
g
b
a
c
k
B
u
s
i
n
e
s
s
g
r
o
w
t
h
V
a
l
u
e
a
d
d
i
n
g
C
o
m
p
l
i
a
n
c
e
About B&S Results Governance Financial statementsIntroduction
5
B&S Group S.A.
Annual Report 2022
Financial highlights 2022
Turnover (in million)
€ 2,148.2
2021: € 1,869.5
Return On Invested Working
Capital
19.9%
2021: 24.8%
Gross profit (in million)
€ 303.9
2021: € 287.3
Net debt / EBITDA
3.7
2021: 2.5
EBITDA margin
4.2%
2021: 6.2%
Dividend pay-out
€ 0.12 per share
2021: €0.18 per share
↑ 14.9% ↑ 5.8%
About B&S Results Governance Financial statementsIntroduction
6
B&S Group S.A.
Annual Report 2022
Key events 2022
B&S rebrand
launched as part
of 2021 – 2023
strategy with roll
out throughout
2022
B&S Personal
Care opens new
warehouse in
Kolham
B&S Retail
introduces home
delivery within
Europe for its
shops at Finland
airport
January
→
February
↑
B&S Liquors
expands its online B2C
activities to Austria and
Denmark through
Topdrinks
B&S Beauty
enters into
brand
partnership with
Naïf through
Signature
Beauty
B&S completes
acquisition of Europe
Beauty Company
March
→
April
↓
May
→
July
→ →
About B&S Results Governance Financial statementsIntroduction
7
B&S Group S.A.
Annual Report 2022
B&S Sustainability
strategy 2030
“Reach with Impact”
is launched as part
of the 2021 – 2023
strategy
B&S Beauty opens its
new warehouse in
Atlanta for capacity
expansion of B2C
activities
B&S Beauty opens
its first physical store
in New York as part of
its omni-channel
approach
B&S Beauty expands its
geographies with the
addition of South Korea
B&S Beauty expands its
geographies with the
addition of South America
B&S Food
successfully
expands B2B
platform with
‘brand boutiques’
concept
Mark Faasse
appointed as Chief
Financial Officer
B&S participates
in TFWA trade
show in Cannes
August
→
September
↑
October
→
November
→
At the end of 2022, B&S initiated a careful review of its control
framework and governance practices during the preparation of the
2022 Annual Accounts. This review identified certain matters
relating to the governance of the Company that required additional
disclosure.
On February 19, 2023 CEO Tako de Haan and Vice Chairman of the
Supervisory Board Willem Blijdorp resigned from their respective
positions with immediate effect. This paved the way to establish an
updated and robust governance framework which is fully in line with
the Dutch Corporate Governance Code and the practices of a listed
Company.
The disclosures can be found on page 87 of this report.
About B&S Results Governance Financial statementsIntroduction
8
B&S Group S.A.
Annual Report 2022
Message from the Boards
Dear stakeholders,
2022 has been a turbulent year. The hope for recovery of the global economy was
overshadowed by the Ukraine war, the energy crisis and the start of a recession.
The post COVID supply chain disruption and product scarcity mainly in the Liquor
and Beauty segments – historically the biggest contributors to overall results -
remained and the labour market was extremely tight. At the same time, we have
seen several changes in the leadership of our Company and at the time of this
publication, there is a search outstanding for a CEO and two members to our
Supervisory Board. We are working hard to establish a new governance structure
fully in line with the needs and requirements of a listed company.
Through all this, our people worked diligently to ensure that progress on our
2021-2023 strategy was made. They have shown unwavering commitment and
delivered great accomplishments.
Progress on strategy
Our mission to make premium consumer goods available to everyone, anywhere
further guided our 2022 strategic focus. With the foundations for strategic and
digital transformation firmly in place, we are well positioned to focus on
opportunities for future growth. We reaped the first benefits from the 2022 roll-out
of our one brand approach, as we increased our brand recognition that opened
business opportunities in several business segments. The unification of our
businesses into a strong global brand marks an exciting step to better collaborate
and gain new growth opportunities, both for the business and for our people.
Reach with impact
A fundamental part of our 2021-2023 strategy is to advance our sustainability
strategy and embed sustainable principles into our own operations and throughout
the value chain in which we operate. For all of us, there is great opportunity to make
an impact. Climate change and resource depletion affects the business community
we are part of and as a global player in fast moving consumer goods, we have a role
to play in solving these issues. Throughout 2022 we prioritised embedding our
sustainability agenda throughout the organisation, supported by our “Reach with
Impact” sustainability strategy and ambitions towards 2030 that we launched in
August. Yet sustainability is not something that we can accomplish alone. Close
collaboration with industry partners is crucial to meet these ambitions. In line with
this, we are increasing investments and initiatives together with our business
partners that enhance the safety and sustainability of our operations and our
product portfolio. You are encouraged to check our ‘Together for Impact’ stories
throughout this report and get a grasp of how we work together with our partners
to make a positive impact.
Business performance
When it comes to business development, we remained focused on delivering our
strategy in each of our six segments. All in all, we managed to grow our turnover by
14.9%. Global market developments however impacted our margins; consumer
inflation led to a shift from premium to main stream products in the Beauty and
Liquor segments, flattening our gross profit margins. Operating expenses were also
affected by economic developments, mainly resulting in increased staff costs.
Furthermore, we had to take a provision for doubtful debtors in the Food segment.
This led to a further decrease in EBITDA margin to 4.2%.
Excluding the provision, EBITDA margin stood at 5.0%. The provision stems from
two isolated cases. The first and largest part stems from an envisaged business
About B&S Results Governance Financial statementsIntroduction
9
B&S Group S.A.
Annual Report 2022
partnership that has not functioned according to expectations. While settlement
discussions were still ongoing as per year end closing, for financial closing purposes
we provided for the full amount. Although the Group has entered into a settlement
agreement with this former business partner, as per March 3
rd
2023, the provision
will prudently only be reversed on a euro for euro received basis. Moreover,
it should be noted that this was not a regular supplier-client relationship and should
therefore be seen as an isolated and one-off event, which has no reflection on the
client portfolio of the Group.
The second, also incidental provision for a doubtful debtor concerns an aged
outstanding trade receivable for which payment has been pending for over a year
as a result of the still ongoing complex settlement process of a remote Food
contract for our client.
Zooming in on new business, we continued to expand our reach into new
geographies and (digital) territories. For example, we reinforced our proposition in
the US with our Beauty segment, opening a new warehouse in central America and
adding physical flagship stores to our online presence to manifest our omnichannel
approach. Further geographic expansion in Beauty was accomplished in the Middle
East, Australia and China. Adding to this, our Retail segment expanded its presence
by adding Venice, Qatar, Brussels, Palma de Mallorca and Barcelona to its airport
shop portfolio. In May, we acquired 70% of Europe Beauty Company. The Company
services consumers via closed online platforms (members only), via its B2C web
shops and via its physical stores throughout France. This is a perfect fit with our
online and physical direct-to-consumer channels. The network of brands that the
Company partners with provides us with direct access to brand owners in the
premium beauty segment and strengthens our strategic objective of developing
long term partnerships with brand owners.
Digital transformation
B&S is well on track with digitising its business and progressing its technology
backbone ‘B&S Nfinity’. We invest in empowering our people to create digital
solutions that meet our partners’ challenges and enhance connectivity with
customers. Early 2022 the multi-category platform KingofReach.com was launched
to provide B2B customers with easy and convenient (re)ordering online. In Q3,
the concept of Brand Boutiques was added to the platform to enable brands to
reach the B2B customers of B&S with product launches, product information and
creative content. In our Liquor segment, the online reach continued to expand with
the B2C business model named Topdrinks. This e-commerce platform for premium
liquors is now present in seven European countries. In our Retail segment we
introduced digital home delivery services for travellers in our airport shops.
The progress made in digital commerce is underpinned by an extensive global
set-up and supported by our broad network of brands, suppliers, service providers,
wholesalers, retailers and consumers.
Governance
During the year under review, B&S appointed Mark Faasse as CFO, after Peter
Kruithof resigned from his position as CFO and Executive Board member to pursue
other career opportunities. Mark has served B&S in several senior financial positions
over the last eight years and will be formally appointed in the Annual General
Meeting of 2023.
In the last quarter of the year, the Extraordinary General meeting of Shareholders
requested the Chairman of the Supervisory Board to step down, and with his
resignation, another member also resigned. In December 2022, Derk Doijer was
appointed as new Chairman and Bert Tjeenk Willink as member of the Supervisory
Board. Both comply with independence criteria of the Dutch Corporate Governance
Code and the Supervisory Board profile.
About B&S Results Governance Financial statementsIntroduction
10
B&S Group S.A.
Annual Report 2022
In the same period, the Company noted the existence of a mortgage loan of its CEO
from the Company’s majority shareholder, which was not disclosed in line with the
Company’s policies regarding (potential) conflicts of interest. The Company
subsequently decided to initiate a careful review of its control framework and
governance practices, during the preparation of the 2022 Annual Accounts as
presented in this report. In this review, certain matters relating to the governance of
the Company were identified that could potentially entail a conflict of interest. Some
of these required additional disclosure. The Company decided that even though
certain matters were allowed according to its framework - provided they are
disclosed properly - they formed an undesired situation from a Corporate
Governance perspective. During the review, CEO Tako de Haan and Vice Chairman
of the Supervisory Board Willem Blijdorp resigned from their respective positions on
February 19, 2023 with immediate effect.
Bas Schreuders, one of the other Executive Board members, is appointed as interim
CEO of the Company while a search for a new CEO has commenced. Bert Tjeenk
Willink is appointed Vice-Chairman of the Supervisory Board. There are currently
two vacancies in the Supervisory Board for independent members under the
meaning of the Code to bring necessary balance to the current Supervisory Board
composition.
The review of the control framework and governance practices and its outcomes
can be found in the “Review of governance policies and practices” chapter as part
of the Governance section of this report. Based on the presented findings,
the Boards have taken action to strengthen B&S policies and practices to prevent
such matters in the future.
In conclusion
In spite of the events at Board level, the strategic progress made in 2022 is
satisfying and driven by the engagement and perseverance of our people. Their
entrepreneurial spirit and passion remain at the heart of our long term success.
As the collective Boards, we like to thank our colleagues for their commitment to
our strategic objectives and for being part of the progress made.
Our business partners and customers also play an essential role and have
supported us throughout the year and beyond. Their collaboration in for example
the development of our sustainability strategy has been instrumental. This
underwrites our approach of developing long term business relationships based on
mutual success and trust. We also extend our gratitude to the former members of
the Executive and Supervisory Boards for their contributions and counsel during
2022.
B&S is now establishing a new and strengthened Corporate Governance framework
with policies and practices that fit the listed company we are. We look forward to
spurring the further development of our business while preserving the
reinforcement of constructive interactions and collaboration at Board level that are
based on robust governance practices for 2023 and the years to come. In doing so,
we commit to our responsibilities and moral obligation to contribute to a sustainable
value chain, ensuring a promising future ahead.
About B&S Results Governance Financial statementsIntroduction
B&S Group S.A.
Annual Report 2022
11
About B&S
Introduction Results Governance Financial statementsAbout B&S
12
B&S Group S.A.
Annual Report 2022
Our journey so far
Start
Köpcke
1872
Start
Bosman
1912
Start
Paul
1948
Butterfahrt
founded by
Blijdorp &
Streng
1974
Acquisition
Anker
1999
B&S Segment
created
as merger
of Bosman,
Köpcke
and Paul
2001
Acquisition
JTG
2007
Acquisition
Royal Capi-Lux
2012
B&S World
Supply founded
2013
Acquisition
Topbrands
2016
Introduction of
one brand
approach
2022
Acquisition
FragranceNet.com
2018
Acquisition
Alcodis
2017
Acquisition
Europe
Beauty
Company
Acquisition
Lagaay Medical
Group
2019
Acquisition
Top Care
2020
Acquisition
Airport shops
Weeze &
Rotterdam
B&S was formed through the combination of key players in the consumer
goods industry. Since our inception, we have consistently grown and
expanded in existing and adjacent markets and product categories, both
geographically and along the value chain.
Introduction Results Governance Financial statementsAbout B&S
13
B&S Group S.A.
Annual Report 2022
King of Reach
Our purpose is to connect brands to consumers
everywhere. We believe that getting access to
consumer products that bring joy and comfort into
everyday lives, should be easy around the globe.
Our vision
by seamlessly connecting all parties in
the value chain through technology,
we become the world’s leading
network for easy access to premium
consumer goods.
Our mission
to make premium consumer goods
available to everyone, anywhere.
Our purpose
Introduction Results Governance Financial statementsAbout B&S
14
B&S Group S.A.
Annual Report 2022
Our values
Our values aim to ensure that our business partners
benefit from the same guiding principles that have
delivered the exponential growth of our own
business.
We identified five core values that outline our way of
working, entrepreneurial spirit and that are
recognised across all B&S companies and support
our entrepreneurial culture.
Our values are centred around our purpose. They
inform how we work together as a team and guide
our decision-making. They also tell our clients, their
customers and others what to expect from us.
By staying true to our values, we’ll grow and prosper
both as a company and as individuals.
Leadership behaviours further guide our actions and
decision-making so that we do the right thing for the
business and our stakeholders, with reward being
linked to delivery and performance.
This helps create a culture where everyone feels
accountable, talent is fostered, and colleagues can
achieve their full career potential.
Reliable
We strongly believe that premium products
and solutions can only come from trusted
companies. We focus on long-term
partnerships, delivering consistent quality
and transparency in everything we do.
Regardless of the circumstances, we keep
our promises and commitments. It is how
we ensure a culture of trust and openness.
For our people, our partners and society.
Eager
Being passionate, ambitious and taking
pride in our work is ingrained in our DNA.
We empower and give great responsibility
to every member of our team. At any level
or function, and at any stage in their B&S
journey. Having the freedom to reach
beyond the ordinary and grow by leaps
and bounds is what our people thrive on.
Agile
Drawing on 150 years of entrepreneurship,
we have refined the way we excel at
connecting supply and demand. Being
flexible, innovative and resourceful, makes
us always look for the best possible
solutions and go where no one else
ventures to go. We leverage our expertise
while always trying to stay one step ahead,
enabling us to react quickly to the ever-
changing business environment in which
we operate.
Curious
Our founders have built the Company with
their entrepreneurial spirit. That spirit still
thrives. We are good listeners and
embrace continuous learning.
We stimulate ideas and encourage new
initiatives that contribute to sustainable
growth and new ways of fulfilling our
mission.
Human
We believe in the power of working
together, wherever we are - across time
zones, regions and locations. Our diversity
of thought and background is what makes
us the global company we are today.
We strive to build strong relationships and
teams by valuing, respecting and learning
from each other in order to achieve mutual
success in an inclusive environment.
Introduction Results Governance Financial statementsAbout B&S
15
B&S Group S.A.
Annual Report 2022
Our way of working
B&S is a tech company in the consumer goods industry with a very strong global
network. With our digitised supply chain set-up, we serve brands end-to-end into
places where they desire (stronger) establishment or where they have no
stronghold yet.
Reach
Our entrepreneurial nature
drives us to continuously
expand our reach by adding
new customers, new markets
and new channels that
complement and extend our
business portfolio.
Network
We have an ever-growing
international network and
local presence to bring
suppliers, brand owners,
logistics partners, service
providers, wholesalers,
retailers and consumers all
over the world together that
are in many ways difficult to
connect.
Brands
We partner with the world’s
premium consumer brands in
beauty, liquors, personal care,
food, health and consumer
electronics. We serve millions
of consumers daily - either
directly or through our
wholesaler and reseller
partners.
Technology
Powered by our high-tech
platform and arising from
supply chain expertise,
we provide sourcing,
warehousing, distribution,
digital commerce, marketing
and brand development
solutions. They enhance
choice, speed up delivery,
drive conversion and increase
reach.
Introduction Results Governance Financial statementsAbout B&S
Online
Hospitality / On-trade Government & Defence Maritime & Remote
Secondary & Value retail Duty-free & Travel retail Domestic / Off-trade
16
B&S Group S.A.
Annual Report 2022
Our markets
We are an ambitious business with a global focus but a champion of the niches from
which we originated. Even with an increasing global footprint, we continue to leverage
our expertise of deep local relevance in the markets we operate.
Introduction Results Governance Financial statementsAbout B&S
17
B&S Group S.A.
Annual Report 2022
Supplying quality
medical supplies,
pharmaceuticals,
and vaccines around
the globe.
Health
Supplying the best
food and beverage
brands at the highest
food safety standards.
Food
Bringing the best liquor
brands to our
customers worldwide.
Liquors
Serving as a one-stop
partner for personal
care, cosmetics,
and home essentials.
Personal
care
Offering high-quality
A-brand headphones,
smartphones,
travel accessories,
lifestyle products,
and exclusive gadgets.
Consumer
electronics
Working with the best
beauty brands in the
world to bring our
customers the products
they desire.
Beauty
Our focus areas
We partner with the world’s premium consumer brands in six focus areas.
Introduction Results Governance Financial statementsAbout B&S
18
B&S Group S.A.
Annual Report 2022
Our solutions
Our solutions are driven by our technology backbone B&S Nfinity. They are
delivered cross-sector and underpin our ability to handle a high level of supply
chain complexity around the globe. It allows us to consistently connect our
partners throughout the value chain in the right place, at the right time.
Sourcing
Our sourcing mechanism enables us to act quickly and benefit from sourcing
opportunities whenever and wherever they arise. Our BiT Insights tool (Developed
within our proprietary Enterprise Resource Planning (ERP) system) provides full
internal price transparency and compares real time sourcing prices, trends,
and opportunities across our segments and markets.
Our global scale gives access to a vast range of brands and products while our
balance sheet allows us to take-in and supply large quantities at favourable prices.
This enables us to serve our customers with a large in-stock assortment on
demand.
Logistics & Warehousing
Our digitised and automated warehousing solutions speed up operations and
resourcefully match demand with efficiently procured supply based on data
intelligence. This is all facilitated and supported by our proprietary ERP system.
Our logistics expertise enables us to serve difficult to reach markets, while our
e-commerce solutions allow for ordering from any location on a 24/7 basis. This
enables us to continuously expand our reach, both for ourselves and our business
partners.
Distribution
We operate a fully bonded supply chain with warehouses that are licensed to store
goods under bond. This allows us to distribute our product range internationally
without having to pay import duties, VAT or excise duties anywhere other than in
the end-market.
Our extensive customs knowledge and regulatory expertise allows for a smooth
international supply chain across borders with all relevant paperwork in order - from
product sourcing to delivery, from full container loads to drop shipped packages to
the doorstep of consumers.
Sourcing
Logistics &
Warehousing
Distribution
Digital
commerce
Marketing
Brand
development
Introduction Results Governance Financial statementsAbout B&S
19
B&S Group S.A.
Annual Report 2022
Digital commerce
Our technology backbone connects the best that B&S has to offer and delivers it in
one seamless digital experience. B&S Nfinity powers e-commerce growth of
wholesalers, resellers and brands and provides consumers with easy access to
premium brands in a digital setting. Through our state-of-the-art digital commerce
solutions we connect brands and customers cross-border with e-commerce
technology, operations and data.
Marketing
Powered by our cross-sector experience, we help our customers plan and execute
powerful B2C and B2B marketing campaigns to grow their business. By combining
hypertargeting capabilities, in-house developed brand and product marketing
campaigns and deep knowledge of local markets, we can connect brands directly
with consumers, decision-makers and influencers around the globe. And by using
our experience and exposure as a physical retailer ourselves, we can develop
in-store promotions and activations that generate results for our brand partners.
All while keeping track of return on investment.
Brand development
We help established global brands as well as the up and coming grow their brand
equity globally. Via a wide variety of channels in our portfolio we connect brands to
new and / or non-conventional markets. Our solutions are tailored to the maturity of
the brand and can range from development of high-quality product and packaging
(together with our industry partners) to tailored marketing services and a detailed
distribution plan for selected new channel. Either the full package or just a single
service, we can develop brands in any stage successfully in close cooperation with
their owner.
Our solutions connect
value chain partners in
the right place, at the
right time.
Introduction Results Governance Financial statementsAbout B&S
20
B&S Group S.A.
Annual Report 2022
Our locations
B&S has strong positions in distinct markets and selected channels
in Europe, MEA and the US. FY 2022 turnover per location was as follows:
€ 81.5
million
Africa
€ 353.1
million
Asia
€ 143.5
million
Middle East
€ 11.1
million
Oceania
€ 419.3
million
America
€ 1,138.6
million
Europe
Introduction Results Governance Financial statementsAbout B&S
21
B&S Group S.A.
Annual Report 2022
Our business portfolio
B&S Liquors
→
Branded premium liquors for wholesalers,
e-commerce platforms and consumers.
Geographic profile: Europe, Middle East, Asia
Owned labels in our portfolio:
B&S Beauty
→
Branded premium fragrances and cosmetics for
consumers, wholesalers and e-commerce
platforms.
Geographic profile: USA, Europe, Australia, Asia,
Middle East
Owned labels in our portfolio:
B&S Personal Care
→
Branded premium personal and home care
products for value retailers.
Geographic profile: Europe
Owned labels in our portfolio:
Introduction Results Governance Financial statementsAbout B&S
22
B&S Group S.A.
Annual Report 2022
B&S Food
→
Branded premium food and beverages for
duty-free, remote, retail and marine markets
Geographic profile: Europe, Africa, Middle East
Owned labels in our portfolio:
B&S Health
→
Branded premium medical products and
equipment for remote markets, pharmacies and
travel clinics.
Geographic profile: Europe
Owned labels in our portfolio:
B&S Retail
→
Branded premium consumer electronics and
multi-category assortments for consumers at
travel locations.
Geographic profile: Europe, Middle East
Owned labels in our portfolio:
Introduction Results Governance Financial statementsAbout B&S
Purpose
King of Reach
23
B&S Group S.A.
Annual Report 2022
How we add value
1 Human
• Employees and
contractors
• Training and programmes
• Core values
2 Social
• Customers & suppliers
• Investors & authorities
• Communities
3 Natural
• Energy usage
• Natural resources used
for product production
• Packaging materials
4 Financial
• Equity
• Debt
5 Manufactured
• Stock Keeping Units
(SKUs)
• Warehousing &
distribution innovations
• Digital orderflows
Input Value Creation
We deliver value through
6 segments in 7 key markets
Market developments Risk management
Stakeholder engagement Governance
• One brand approach
• Redefined organisation
• Strengthened fundaments
• Digital Innovation
2021 - 2023 strategy: ‘Adapt to win’
Output Outcome Impact
Empowered people
• New hires and turnover
• Training of employees
• Accidents and incidents
• Donations and volunteering
Sustainable Value Chain
• CO
2
emissions
• Self-generated electricity
• Waste and recycling
• Sustainable product range
• Supplier screening
Commercial Excellence
• Turnover
• Tax paid
• Products sold
• Recalls
• Non compliance incidents
• Employee
engagement score
• Retention rate
• People impacted
Having an entrepreneurial,
safe and inclusive work
environment
Retention of workforce with
the right capabilities to
support our growth strategy
Empowerment and
emergency relief of
communities in need
Contribution SDGs
• Organic growth
• Acquisitive growth
• EBITDA margin
• ROIWC
• Net debt/EBITDA
• Dividend paid
• Energy and CO
2
efficiency
• Waste and packaging
reduction
• Sustainable product
sales
Lower environmental
footprint as a result of our
own operations
More sustainable products
available to everyone,
anywhere
Maintaining high ethical
standards with all our
stakeholders
Long term business
relations and profitable
growth
Unique positions in 7 key
markets via our solutions
Responsible, well-respected
and reliable organisation.
S
o
l
u
t
i
o
n
s
M
a
r
k
e
t
i
n
g
S
o
u
r
c
i
n
g
D
i
g
it
a
l
c
o
m
m
e
r
c
e
E
m
p
o
w
e
r
e
d
p
e
o
p
l
e
B
u
s
i
n
e
s
s
p
r
i
o
r
i
t
i
e
s
S
u
s
t
a
i
n
a
b
l
e
v
a
l
u
e
c
h
a
i
n
C
o
m
m
e
r
c
i
a
l
e
x
c
e
ll
e
n
c
e
V
a
l
u
e
s
R
e
l
i
a
b
l
e
H
u
m
a
n
E
a
g
e
r
A
g
i
l
e
C
u
r
i
o
u
s
D
i
s
t
r
i
b
u
t
i
o
n
B
r
a
n
d
d
e
v
el
o
p
m
e
n
t
W
a
r
e
h
o
u
s
i
n
g
&
l
o
g
i
s
t
i
c
s
Introduction Results Governance Financial statementsAbout B&S
1
Raw material
producers
Product
manufacturers
2
3
Own brands
Logistics &
Warehousing
4
5
Distribution
6
Customers
B2B
B2C
B2R
Licensed
Brands
Brand
Partners
Brand
Distribution
24
B&S Group S.A.
Annual Report 2022
1
Raw material products
While B&S does not source raw materials directly,
the brands we own and partner with have direct
connections with raw material producers. The raw
materials for products from our owned brands are
sourced from and processed by selected partners to
ensure best quality and responsible social practice.
Product manufacturers
For our own brands we work directly with product
manufacturers. They are certified and screened to
ensure best quality and responsible social practice.
Brands
Own brands
We have private labels in Personal Care, Food and
Consumer Electronics. The assortments provide
value at sharp price points. Products are developed
with manufacturing partners, while branding and
marketing is developed in-house.
Licensed brands:
We have licensing agreements with various A-brands
to develop branded product ranges. We work closely
with manufacturers and licensors to create these
exclusive ranges, from product to packaging.
Brand partners:
We provide high-quality services to develop
established brands in new categories or help
new brands develop from the start. Our services
range from product design & development with
established industry partners to marketing, sales
and distribution.
Logistics & Warehousing
Products are delivered to our (robitised) warehouses
where proprietary algorithms automate our picking,
transportation, storage, retrieval, and replenishment
processes. This allows us to deliver fast, cost-
efficient and sustainable services to our customers’
operations, stores and homes.
Distribution
We deliver our product range to our customers’
location through our external network of transport
partners. This network is carefully selected,
screened on compliance criteria and equipped
to access even the most complex markets and
locations. For platform resellers we provide
e-fulfilment and drop shipping services with
external partners to deliver orders to their
customers’ homes. For customers in our owned
retail we deliver to their homes with parcel services.
Customers
We serve three main customer both offline and
online, and from bulk loads to a single item.
• Business-to-Business (B2B)
• Business-to-Reseller (B2R)
• Business-to-Consumer (B2C)
Various brand distribution:
Various suppliers and brand owners manufacture
branded products that are delivered to our
warehouses and distribution centres. Brands can
benefit from our global network and local expertise
to distribute their products in (selected) non-
conventional markets and reach a wider audience.
Our role in the value chain
2
3
4
5
6
Introduction Results Governance Financial statementsAbout B&S
25
B&S Group S.A.
Annual Report 2022
Established in April 2021, our strategy seeks to drive sustainable and profitable
growth. The ability to quickly respond and adapt to changing circumstances and
demands from our markets, our business partners and society is key in realising
this ambition.
Executing our 2021 – 2023 strategy will contribute to achieving our mission to make
premium consumer goods available to everyone, anywhere. Our four key strategic
focus areas help us get there:
1
One brand approach in profiling B&S to all its stakeholders;
2
Redefined operating segments and corporate support functions to increase
efficiency and speed up decision making;
3
Strengthened fundaments - Business in the Lead, Digital First and Scalable
Operations – to enable turnover and margin improvement;
4
Digital Innovation to drive growth, accelerated by:
ը
Expanding our global network with growth markets
ը
Developing our product portfolio driven by consumer demand
ը
Marketing premium consumer goods brands to maximise conversion
Our 2021-2023 strategy: Adapt to win
One brand approach
The redevelopment of our brand proposition as initiated in 2021 was a first
milestone in our one brand, one vision approach by linking all business activities to
the B&S name. Clearly describing what our B&S brand stands for brings clarity and
understanding to why we exist. We continue our journey to unify our global
presence and storytelling around our purpose; to connect brands and consumers
everywhere.
Redefined operating segments and corporate support functions
To serve our customers cross-sector to increase their reach, we moved from three
mixed business segments to six category focused segments with clear P&L
responsibility. As we continue to simplify our company structure, we optimise
access for our partners to our global network and expertise. It creates more focus
and opportunities in enriching our core capabilities with digitised services and
marketing techniques.
Introduction Results Governance Financial statementsAbout B&S
26
B&S Group S.A.
Annual Report 2022
Strengthened fundaments
Opportunities for organic turnover and margin growth are supported by our
fundaments to speed up company decision making, unify our backbone through
technology and enhance execution power.
ը
With close commercial
involvement further centralise
IT and Logistics towards
creating a more lean and
focused organisation
ը
Cluster overlapping segmental
business activities to simplify
the supply chain and optimise
inventory management
ը
Intensify segmental
collaboration by optimising
internal processes
ը
Use data driven insights to
optimise internal processes
and identify commercial
opportunities
ը
Digitise supply chains with
commercial tools that support
centralised operations
ը
Continued innovation by
embedding digital capabilities
in our organisation
ը
Capture opportunities for
geographical expansion in all
business segments
ը
Cross selling of assortments in
new and existing markets
ը
Explore new Product Market
Combinations in adjacent
channels or product / category
per segment
ը
Focus on selected markets
driven by mega trends
ը
Invest in unique positions with
compelling advantage
ը
Drive organic growth through
digital and data driven
solutions
ը
Complemented by selective
M&A to strengthen niche
positions
Scalable operations Digital first Business in the lead
Target
average organic
turnover growth of
7.5%
per annum
Introduction Results Governance Financial statementsAbout B&S
27
B&S Group S.A.
Annual Report 2022
Digital Innovation
The B&S Nfinity backbone has been introduced in 2021 and is the enabler of
digitising our solutions. Our vision for B&S Nfinity is to expand our stakeholders’
reach by connecting them through technology, powering the digitisation agenda of
suppliers, brands, wholesalers, resellers and consumers globally.
As part of our digital innovation focus we keep expanding our backbone where all
parties in the value chain get connected and where they tap into the B&S
ecosystem.
Through our B&S Nfinity backbone we offer suppliers and brand owners a direct
link and connection to our global network of warehousing, distribution services and
customers in our various business models – enabling them to market their brand
and products to wholesalers, resellers and consumers alike.
At the other end of our B&S Nfinity backbone we enable our diverse customer base
to connect to our digital ordering platforms for true digital purchasing experience.
ը
Wholesalers can (re) order from our closed B2B webshops with easy
subscription.
ը
Resellers can sell their assortments to their B2B or B2C consumer on B&S
platforms. B&S order picks, packs and delivers to consumers’ doorstep.
ը
Consumers can order our assortments directly through our various B2C
webshops.
All data retrieved from B&S Nfinity helps us in further developing e-com business
models and strengthening our relationships with all our stakeholders in the value
chain.
Our vision for
B&S Nfinity is to
expand our
stakeholders’
reach.
Introduction Results Governance Financial statementsAbout B&S
28
B&S Group S.A.
Annual Report 2022
Acquisition strategy
Our 2021-2023 key strategic focus areas are complemented by selected
acquisitions that form an integral part of our growth strategy.
Many markets in which we are active are very sizable and highly fragmented by
nature, providing ample opportunity for targeted acquisitions that support our
philosophy. We maintain a regular dialogue with various market participants to
ensure that we are ready to execute on the right opportunities when they occur.
Sweet spot of
100-200 M
Always majority stake initially,
with preferably a total buy out option
between
3-5
years
Profitable
pre- acquisition
(no turnarounds)
Sitting management willing to
remain on board in initial phase
(5 years)
Synergy potential
in turnover
and / or margin
We believe it is important to enter into acquisitions as partnerships or joint ventures,
keeping management on board and fostering the entrepreneurship and
co-ownership that characterises the B&S DNA. Strict criteria are applied when
evaluating and selecting potential acquisition candidates. We remain disciplined on
price, offered in combination with an attractive proposition to the selling
management and shareholders. This includes their continued involvement and
investment in the combined company, ensuring we maximise the benefits of growth
and synergies. This secures their business acumen at the front end, while we put
our immediate focus on the integration of the back end.
All our acquisitions to date were executed to further strengthen our position in the
value chain either by adding complementary sourcing routes, by entering into new
product categories / regions as an extension to our existing business, or by
expanding our role in the value chain by adding direct-to-consumer.
Going forward, we look to further execute our acquisition strategy and build our
position in the value chain with carefully targeted companies that match both our
business model and our entrepreneurial culture, and that show potential for further
organic growth.
Target
average acquisitive
turnover growth of
7.5%
per annum
Introduction Results Governance Financial statementsAbout B&S
29
B&S Group S.A.
Annual Report 2022
Business priorities
The cornerstones of our 2021 – 2023 strategy are our business priorities – Empowered people, Sustainable value chain and
Commercial excellence. These are the key enablers to guide B&S through its transformation towards a strong global brand.
As part of our “Reach with impact” sustainability strategy that was launched in August 2022, we further sharpened our
ambitions, focus areas and targets per business priority.
Companies thrive when its employees thrive. This
requires a working environment in which people feel
a sense of belonging and purpose and that offers
opportunities to achieve one’s personal goals.
We focus on nurturing talent to become inspirational
leaders of the future and attracting digital savvy
talents that enable us to be a high-tech business
partner and employer.
Our ambitions
ը
Provide an entrepreneurial, safe, and inclusive
environment
ը
Attract, retain, and develop a workforce with the
capabilities to support our growth strategy
ը
Proactively give back to the community
Creating a sustainable value chain involves making
all activities through which we deliver value to our
customers more sustainable. This requires changes
to our own operations, increased awareness
amongst employees and collaboration with our
partners throughout the value chain.
Our ambitions
ը
Decrease the environmental footprint of our own
operations
ը
Create business opportunities for a sustainable
and future-proof value chain
ը
Maintaining high ethical standards with all our
stakeholders
We leverage our Digital First approach and strong
global network to connect supply with demand in the
consumer goods industry. As a one-stop partner,
we provide solutions proven to help brands increase
their market share and enter new markets.
All powered by our industry expertise and digitised
supply chain set-up.
Our ambitions
ը
Create long-term value for our stakeholders by
pursuing sustainable and profitable growth
ը
Build and expand unique positions in diversified
markets and expand our role in the value chain
ը
Be a responsible, well-respected and reliable
organisation
Empowered people Sustainable value chain Commercial excellence
More on progress in section Results More on progress in section Results More on progress in section Results
Introduction Results Governance Financial statementsAbout B&S
30
B&S Group S.A.
Annual Report 2022
We continuously adapt and develop our organisation to benefit from and adhere
to changing conditions in our business environment. In light of our 2021-2023
strategic direction, we consider the following trends most relevant to our
operations:
Globalisation: Globalisation asks for tech driven business partners that can work
seamlessly around the globe. With operations in Europe, MEA and the US and our
digitised supply chain capabilities we can support our suppliers and customers in
nearly any location. This further supports our diversification strategy and focus on
expansion into new geographies and adjacencies driven by technology.
Digitisation: Digital technologies open new possibilities to serve customers more
efficiently and change the way we work. They also provide opportunities for
additional services such as data driven sourcing, automated procurement,
e-fulfilment and digital campaign development to serve our current customer
portfolio as well as develop new business opportunities in our diversified markets,
with the main growth driver being e-commerce.
Retail value chain redesign / disruption: The rise of value channels and shift to
online has further increased customer concentration into non-traditional channels.
This asks for capabilities in the field of digital lead generation, marketing services
and data analytics. Additionally, more intense and more rapid communications allow
consumers everywhere to purchase products anywhere around the globe and to
access information about what to buy. This requires a wide and varied online
product range that is always in stock and available on demand at attractive pricing.
Selected distribution: The markets and channels in which we operate are highly
fragmented and require a partner that can offer a one-stop-shop solution to reach a
wide and relevant range of customers globally. Suppliers and brand owners are
increasingly looking for partnerships with selected key partners to outsource (parts
of) their business operations and significantly simplify their route-to-market.
Additionally, the specific consumer demands in terms of delivery times and
reliability are expected to continue. This drives the trend among suppliers, brand
owners and manufacturers of outsourcing part of their brand development,
marketing and sales activities to a selected number of specialty distributors, like
B&S.
Sustainability and climate change: The global community is increasingly aware of
pressing challenges such as climate change, natural resource scarcities and
extreme inequality and poverty. This results in consumers being more mindful of the
environmental and social impact of the products they buy. Also, governments are
imposing increasing regulatory requirements on both supply chain and product
transparency. In Europe, the EU Taxonomy and Corporate Sustainability Reporting
Directive pushes towards a uniform sustainability reporting language.
Labour market: The labour market is extremely tight, illustrated by very low
unemployment rates and a record number of open vacancies. This leads to
profound challenges to attract and hire qualified people, in both office and
warehouse functions. At the same time, changes in societal expectations in for
example work-life balance, sustainability and sense of purpose and belonging
require an enhanced labour model.
Strategic context - Evolving trends
Introduction Results Governance Financial statementsAbout B&S
31
B&S Group S.A.
Annual Report 2022
What matters to our stakeholders
Creating value for all stakeholders is core to our strategy and long-term growth
path. We enable them all to connect through our unique supply chain solutions.
We therefore focus on building and developing meaningful relationships with
suppliers, brands, logistics partners, customers, employees and society.
Stakeholder
group
Why they are important to us How we interact Most important topics
Employees Our people are our most important asset. Our experienced and
highly-qualified employees are making the difference when it
comes to serving our stakeholders. Providing an inspiring work
environment and offering professional development to our people
is essential in fostering future business growth. We encourage
employees to speak their minds and we inform and consult them
on key developments regularly.
ը
Works councils
ը
Employee Satisfaction Survey
ը
Intranet
ը
Dialog performance reviews
ը
Annual town halls
ը
Regular team meetings
ը
Employee health, safety and well-being
ը
Business growth & profitability
ը
People & talent development
ը
Long term business relations
ը
Product safety & quality
Customers Our global customer base is widely spread, and includes
wholesalers, resellers and consumers. In order to align interests
we foster a climate of mutual awareness and understanding. We
focus on long-term partnerships based on expertise and
engagement, which enables us to embed sustainable practices
that meet diverse needs of all our customers.
ը
Trade shows
ը
Client visits
ը
Emails and calls
ը
Digital platforms
ը
Long term business relations
ը
Business growth & profitability
ը
Customs compliance
ը
Sustainable distribution
ը
Responsible product portfolio
Suppliers, brand
owners & service
providers
We maintain relationships with premium brands and service
providers along our value chain globally, engaging in mutually
beneficial relationships and securing the supply of the products
we supply.
ը
Trade shows
ը
Supplier visits
ը
Emails and calls
ը
Digital platforms
ը
Long term business relations
ը
Business growth & profitability
ը
Circular economy
ը
Sustainable distribution
ը
Responsible & ethical business conduct
Introduction Results Governance Financial statementsAbout B&S
32
B&S Group S.A.
Annual Report 2022
Stakeholder
group
Why they are important to us How we interact Most important topics
Investors Our financial stakeholders play an important role in our long-term
strategy to create value. We strive to inform our investors as
completely and transparently as possible on our strategy and
financial performance.
ը
AGMs and EGMs
ը
Investor conferences and roadshows
ը
Press releases
ը
Site visits
ը
Emails and calls
ը
Responsible & ethical business conduct
ը
Sustainable distribution
ը
Business growth & profitability
ը
Employee health, safety & wellbeing
ը
Governance & accountability
Authorities Ensuring customs compliance, food and product safety, and
adherence to local rules and regulations in all our international
(logistics) operations are the foundations of our business
practices. That is why we emphasise on upholding good relations
with authorities and governmental bodies throughout our value
chain.
ը
Roundtables and memberships at
Netherlands Food and Consumer Product
Safety Authority
ը
Audits related to our bonded warehouse
status and food safety requirements
ը
Information sessions with financial
authorities
ը
Long term business relations
ը
Sustainable distribution
ը
Innovative value adding services
ը
Climate action
ը
Business growth & profitability
Society As global player, we aim to contribute to the society at large
globally. We are involved in numerous partnerships and
collaborations with educational institutions, human rights
organisations and sector associations to exchange knowledge
and know-how.
ը
Membership of United Nations Global
Compact
ը
Roundtables and memberships at
association (e.g. Evofenedex)
ը
Educational programmes and lectures at
universities and colleges
ը
Donations (e.g. Dutch Food Banks, Red
Cross, Trees for all )
ը
Responsible & ethical business conduct
ը
Community engagement
ը
Circular economy
ը
Employee health, safety & wellbeing
ը
Innovative value adding services
Introduction Results Governance Financial statementsAbout B&S
33
B&S Group S.A.
Annual Report 2022
To develop a sustainability strategy that supports sustainable, profitable growth,
a revision of our 2019 materiality assessment was conducted early 2022.
The assessment took into account the principles of Global Reporting Initiative (GRI)
and the concept of double materiality. The execution was supported by an
independent third party consulting firm.
By analysing B&S in its wider context - based on amongst others ESG benchmarks,
internal strategic documents, requirements set out in the CSRD and EU taxonomy -
sustainability topics potentially relevant to B&S’ business and its environment were
identified. The topics were discussed and validated with the Executive Board and
Leadership Team of B&S (B&S management). This led to a final short list of 16
material topics. In addition, seven subtopics related to ‘responsible product
portfolio’ were defined in order to allow business-segment specific insights from
our stakeholders.
Materiality assessment
The 16 material topics were prioritised through consultation of both key
stakeholders and B&S management via online surveys. Respondents were asked to
select five topics that are of highest importance to them and ranking their selected
topics in a top-five (number 1 being the most impactful (i.e. important, significant,
relevant) and number 5 being the least impactful). In addition, B&S management
was asked about their view on sustainability risks and opportunities for B&S and the
financial impact (positive or negative) of those identified risks and opportunities.
The 2022 materiality
assessment formed the
basis of our “Reach with
Impact” sustainability
strategy.
Introduction Results Governance Financial statementsAbout B&S
34
B&S Group S.A.
Annual Report 2022
# Material topic Definition Business priority
1 Business growth & profitability
*
Further expanding our business through investing in organic growth and acquisitions whilst
remaining long term profitable.
Commercial Excellence
(related to financial performance)
2 Long term business relations Upholding a good reputation with business partners and focusing on adding value to our
partners’ businesses to support their growth and our own.
Commercial Excellence
(related to financial performance)
3 Governance & accountability Implementing policies and practices to ensure accountability, compliance with reporting
requirements and robust risk management execution to meet stakeholders’ expectations.
Commercial Excellence
(related to corporate governance)
4 Innovative value adding
services
**
Promoting innovative and digital technologies to enable efficient ways of working and to
create new ways of conducting business such as digital commerce, marketing, and brand
development.
Commercial Excellence
(related to financial performance)
5 People & talent development Committing to hiring, training, and retaining talented employees in order to bring out the
best in them and to ensure a workforce that matches our growth objectives.
Empowered People
6 Employee health, safety &
well-being
Promoting and protecting the mental and physical well-being of employees by encouraging
safe behaviours, implementing health & safety measures, and enabling employees to make
informed decisions to achieve and maintain a healthy lifestyle.
Empowered People
7 Diversity & inclusion
*
Ensuring equal opportunities and fair treatment among our employees and promoting an
inclusive work culture that fosters diversity and aims to attract people from the broadest
talent pool.
Empowered People
8 Community engagement
*
Contributing to communities and supporting those in need through volunteering, donations
and initiating social impact projects.
Empowered People
9 Customs & compliance Ensuring compliance with all relevant rules and regulations to uphold our relationship and
status with authorities, suppliers, and customers.
Commercial Excellence
Introduction Results Governance Financial statementsAbout B&S
35
B&S Group S.A.
Annual Report 2022
# Material topic Definition Business priority
10 Security & data privacy Setting up and adhering to the right policies and control framework to keep business,
customers, and employees’ data safe as well as to ensure restricted access to our sites.
Commercial Excellence
11 Responsible & ethical business
conduct
**
Upholding ethical principles in selecting our business relationships and activities by
adhering to strict policies and guidelines to avoid corruption, bribery, fraud, financial risks,
human rights violations, and negative environmental impacts.
Sustainable Value Chain
12 Product quality & safety Ensuring high-quality products and preventing health risks arising from sale, use,
consumption, handling, preparation, and storage throughout the value chain.
Commercial Excellence
13 Climate action Implementing energy-efficient ways of working and using renewable energy sources at our
own operations in order to reduce carbon emissions.
Sustainable Value Chain
14 Sustainable distribution
*
Collaborating with our business partners along the value chain to realise efficiency gains
and a reduction of carbon emissions when transporting consumer goods.
Sustainable Value Chain
15 Circular economy
**
Contributing to the transition towards a circular economy by using sustainable packaging
materials as well as reducing waste by optimising opportunities to reuse and recycle
materials.
Sustainable Value Chain
16 Responsible product portfolio
*
Making sustainable products available to everyone, anywhere. Sustainable Value Chain
Topics marked with
*
are topics that were added compared to the analysis done in 2019.
Topics marked with
**
are topics for which the definition was updated when compared to 2019 to reflect upon new market developments and/or regulatory requirements.
Introduction Results Governance Financial statementsAbout B&S
36
B&S Group S.A.
Annual Report 2022
Materiality matrix
Empowered people
Sustainable value chain
Commercial excellence
11 Responsible & ethical business conduct
13 Climate action
14 Sustainable distribution
15 Circular economy
16 Responsible product portfolio
5 People & talent development
6 Employee health, safety & well-being
7 Diversity & inclusion
8 Community engagement
1 Business growth & profitability
2 Long term business relations
3 Governance & accountability
4 Innovative value adding services
9 Customs & compliance
10 Security & data privacy
12 Product quality & safety
Significance of B&S’ economic, environmental & social impacts (management)
Influence on stakeholder assessments & decisions (stakeholders)
14
11
12
16
7
10
8
3
4
6
5
2
1
13
15
9
Introduction Results Governance Financial statementsAbout B&S
37
B&S Group S.A.
Annual Report 2022
We support the Sustainable Development Goals (SDGs) that are directed at
fostering sustainable development around the world as defined by the United
Nations in 2015. We contribute to the SDGs through our main business activities
and business priorities.
The SDGs to which we contribute most in our overall business activities are SDG 8
and 12. The SDGs that we contribute to in the diverse parts of our business and
operations are outlined per business priority.
Sustainable Development Goals
Our business supports and contributes to the livelihoods of
thousands of people. Not just to B&S employees, but also to
the suppliers and customers we work with all over the world.
We want to ensure rewarding work opportunities, create
optimal working conditions, and contribute to economic
growth in the communities we operate in.
We aim to improve our product offerings by procuring
responsibly and actively promoting more sustainable
alternatives. We furthermore focus on being resource
conscious by integrating the concepts from the circular
economy into our day-to-day operations. Examples include
halving our food waste, maximising recycling potential,
and reducing our packaging materials.
The circle diagram represents our contribution per SDG based on the SDG impact assessment as performed in 2022.
17
16
15
14
13
12
11
10
9
8
7
6
5
4
3
2
1
Relative score
Introduction Results Governance Financial statementsAbout B&S
B&S Group S.A.
Annual Report 2022
38
Results
Introduction About B&S Governance Financial statementsResults
Being a valued employer
for personal growth
B&S Group S.A.
Annual Report 2022
39
Empowered people
Our ambitions for 2030
ը
Provide an entrepreneurial, safe, and inclusive
environment
ը
Attract, retain, and develop a workforce with
the capabilities to support our growth strategy
ը
Proactively give back to the community
The applicable SDGs
Introduction About B&S Governance Financial statementsResults
40
B&S Group S.A.
Annual Report 2022
Certified since 2020
ISO 45001
Committed to
UNGC
since 2010
20% 80%
Female to male ratio
in senior management
Permanent (1,834)
Total (2,182)
Temporary (283)
Intern (65)
51% / 49%
52% / 48%
49% / 51%
54% / 46%
Total number of employees
by employment contract
Male Female
Female
Male
30 - 50 years
< 30 years
> 50 years
100 / 96
67 / 78
17 / 14
New hires
Male Female
Female
Male
30 - 50 years
< 30 years
> 50 years
64 / 56
45 / 50
11 / 10
Turnover
Male Female
Full-time
Part-time
1,011 / 810
112 / 248
Total number of employees
by employment type
Male Female
North America
Europe
Middle East
Africa
397 / 6
127
1,274 / 321
40 / 17
Total number of employees
by employment contract, by region
Permanent Temporary
Key figures 2022
< 30
30 - 50
50 >
30% (663)
51% (1,107)
19% (411)
Age distribution
Average age
36.1
Employees
2,182
Nationalities
74
*
*
Excluding US locations.
Introduction About B&S Governance Financial statementsResults
41
B&S Group S.A.
Annual Report 2022
Safeguard employee health,
safety and wellbeing
This section covers material topic 6
Why important
Employability goes beyond skills and expertise, it’s also about health and creating a
safe work environment. In today’s fast-moving world, maintaining a healthy lifestyle
is becoming increasingly important; to prevent illness, reduce absenteeism,
and reduce health care costs. Feeling healthy, focused, and energised makes work
much more enjoyable and also increases employee motivation. Having a safe work
environment is a license to operate; each accident that happens at our premises is
one too many. Creating and maintaining a safe working environment – in our
warehouses, in our offices and in higher-risk locations is a collective effort.
Commitment
We will promote and protect the mental and physical well-being of employees.
Our approach
We will achieve this by encouraging safe behaviours, implementing additional health
and safety measures, and helping employees make informed decisions to achieve
and maintain a healthy lifestyle.
Targets
Absenteeism rate in line with or lower than market average and zero accidents.
Our plan for action
Fit for work We promote the vitality of our employees and give them
tools for having a healthy lifestyle.
Safe working conditions We ensure and encourage safe working conditions and a
healthy work-life balance.
Satisfied and engaged We stimulate connection with the Company to retain
staff and increase business growth.
Activities & achievements in 2022
Fit for work
We aim to support the continued employability of our staff by supporting their
mental, physical and financial health.
To this end we further implemented initiatives based on the outcomes of the
employee satisfaction survey as conducted in 2021.
We started a collaboration with mental well-being service OpenUp for our European
locations. The service provides employees easy and quick access to psychologists
via phone, chat or video consultation – all based on their own initiative. This service
is a follow up of our in 2021 introduced voluntary medical prevention survey to
promote a healthy lifestyle.
Physical health of employees is encouraged in multiple ways. We have been
providing employees free access to gym facilities either at our offices or at another
location for years already. In 2022, further support was added with the launch of an
employee bicycle plan. This plan was implemented in the second half of 2022 in
locations in the Netherlands.
Introduction About B&S Governance Financial statementsResults
42
B&S Group S.A.
Annual Report 2022
To stimulate financial health, in 2022 we implemented the service of external
budget coaching for employees to support financial self-sufficiency. This includes
support from a licensed external party in creating financial overview and arranging
debt settlements.
Safe working conditions
Our health & safety policy was reviewed in 2022 to further enhance awareness,
embed best practices and ensure adequate execution.
Awareness
On an ongoing basis, we provide employees with knowledge and tools aimed at
recognising and eliminating injuries and illness at work and at home. In our
warehouses this involves proactive hazard recognition, risk assessment, and risk
control to prevent accidents and near misses. Employees are trained in equipment
use to ensure both their safety as well as strict adherence to our processes related
to food safety, hygiene, security and customs compliance.
To create awareness and ensure a safe working environment across the board,
new health & safety instruction videos were developed in 2022 and distributed
under staff for mandatory viewing. This amongst others includes instructions
regarding how to work safely, how to deal with physical work responsibly, how to
operate machinery and rolling transport equipment, how to use personal protective
equipment, and how to best design your home office.
Also, the instruction videos were included in our onboarding programme for new
staff. This way, we embed the health & safety policy in employees’ day-to-day in the
earliest stage possible. In addition, these videos will be annually updated where
needed and are repeated yearly for mandatory viewing amongst all staff.
Embedding and execution
To embed the reviewed health & safety policy and execution thereof company wide,
safety committees are formed. These committees are an extension of the corporate
Safety & Security committee that directly reports to executive management.
The main tasks of the safety committees are:
ը
Ensuring an up-to-date Risk Inventory and Evaluation (RI&E) - the continuous
follow-up of the action plan from the RI&E;
ը
The analysis of accidents and near misses - taking additional measures based
on the accidents and/or near misses.
Also, we have prevention officers in place whose role is to signal (potential) risks in
the workplace to HR and the Safety and Security teams when necessary.
As part of the reviewed policy, a new visitor registration portal was developed and
implemented, allowing visitors and contractors to be informed on our health and
safety policies prior to their visit to our locations. Also, the Safety & Security
function was expanded on corporate level with an additional FTE in order to
centrally and efficiently follow up on accidents and near misses registrations in all
segments within the set period.
In 2022, we maintained our ISO 45001 certification for our Dordrecht facility and
preparations are being made to implement this at other locations as well.
Introduction About B&S Governance Financial statementsResults
43
B&S Group S.A.
Annual Report 2022
Satisfied and engaged
Our culture is aimed at stimulating own initiative and encouraging employees to act
as pioneers and entrepreneurs. Staff is kept involved and informed on key
organisational developments and business updates throughout the year by regular
companywide communication. To ensure a high-quality working environment, we
ը
provide direct access to senior management;
ը
encourage employees to speak their minds;
ը
inform and consult them on key developments regularly through management
updates.
In 2022, our working from home policy was reviewed and formalised post-
pandemic, aiming to provide autonomy for staff to arrange their work and create a
healthy work-life balance.
To identify progress and further needs on key focus areas following our 2021
employee satisfaction survey, we prepared for an employee satisfaction and
engagement survey in 2022 which is planned to be executed in Q1 2023.
Also, we continued to communicate our Employee Value Proposition (EVP) based on
our five core values: Reliable, Eager, Agile, Curious, Human (REACH) and engage
employees through video, internal blogs and employee stories.
Works council
We respect the rights of our works council as employee representation bodies.
In 2022 we worked actively with our segment councils to progress the
implementation of one central works council. Formalisation thereof is planned in
2023.
Regular meetings were held with the works councils throughout the year to discuss
and inform them on matters that significantly affected employees interests. This
included discussions on updated HR policies and programmes such as the in 2022
introduced bicycle plan and budget coaching. On Board level, information sessions
and discussions included envisaged acquisitions, the revised pension plan,
the resignation and appointment of the Group CFO as well as the request from
majority shareholder Sarabel for a general meeting of shareholders regarding the
removal of the Chairman of the Supervisory Board.
Performance
In 2022, 67% of our employees were covered by an occupational health and safety
management system.
Introduction About B&S Governance Financial statementsResults
44
B&S Group S.A.
Annual Report 2022
A strong partnership since 2010
B&S and Rotterdam University of Applied Sciences
Business priority: Empowered People
Material topic: Develop our people & talent
B&S strives to promote inclusive development of talent and
career development for young innovators.
To this end we have a dedicated team in place to create and
maintain a constructive and positive presence as an employer
and educator in various local and international communities. For
example by partnering with universities (of applied sciences).
Mike Hordijk, Lecturer at Rotterdam University of Applied
Sciences: “In our Global Marketing & Sales program, we work
together with B&S by means of a Business Game. The Business
Game is a ten-week project in which students conduct research
and write an advice plan for a challenge or question that B&S
encounters in practice. This project has been a great success for
years, partially due to the partnership with B&S.
B&S is extremely involved, and focused on relationships with the
university of applied sciences and students, good communication
and win-win outcomes (synergy). I am very satisfied with the
partnership and the successes we have achieved and will
continue to achieve in the future!”
Introduction About B&S Governance Financial statementsResults
45
B&S Group S.A.
Annual Report 2022
This section covers material topic 5
Why important
Our staff is our most important asset to ensure business continuity. Attracting,
retaining, and developing a workforce with the right set of skills and capabilities
supports our growth strategy. Nurturing talents and attracting digital savvy talents
enables us to be a high-tech business partner and employer. Providing our people
with access to quality learning is crucial in order to perform in their current and
prepare them for future roles.
Commitment
We will attract and retain talented employees to develop a happy and engaged
workforce that matches our growth strategy.
Our approach
We will achieve this by offering professional and personal development
opportunities.
Target
Learning is available to everyone.
Develop our people
and talent
Our plan for action
Welcome to B&S! We give new employees a warm welcome and introduce
our company, culture, norms, values, and way of
working.
Learning We ensure necessary learning is available to all
employees across all B&S locations.
Development We offer tailor-made professional and personal
development tracks for starters, professionals, and
management.
Activities & achievements in 2022
Welcome to B&S!
We invested significantly in talent attraction and employer brand strategies to
entice the best talent to join B&S in 2022. For new employees, a preboarding
program was developed to keep connected from the day the employer contract is
signed until the first day of work. Next to this, a preboarding program was
developed for managers to assist in preparing and arranging for the first days of
work for new colleagues – this way we ensure an identical B&S experience for new
hires regardless of work location, segment or department. As soon as new hires are
on board, they are introduced to B&S through the new onboarding program that
went live in July 2022.
Introduction About B&S Governance Financial statementsResults
46
B&S Group S.A.
Annual Report 2022
Learning
Providing our people with access to quality learning is crucial in order to perform in
their current roles and/or prepare them for future roles. To this end, we offer
opportunities for people in all stages of their career. In 2022 we:
ը
continued our efforts to add value to academic programs by offering guest
lectures, providing internships and student mentoring and organising recruitment
events. In 2022, 40% of the students that joined B&S for a graduation
assignment were hired as full-time employee after graduating.
ը
we prepared the launch of a central learning platform that is accessible to all
staff regardless their work location to build a continuous learning environment
for staff in our offices, warehouses and stores. The selection of a modern,
user-friendly and mobile application was finalised in 2022 and is planned for
launch in the first half of 2023.
Development
For staff in all stages of their career we have our People & Development programme
in place based on a three track concept; onboarding, advancement and
professional. The first two were introduced in 2020 and 2021 respectively,
the development of the professional track was key focus in 2022. The needs for this
track were identified in consultation sessions and interviews with higher
management, and resulted in a framework for the program that will be developed
further in 2023.
In 2022, an updated performance review cycle was launched to evoke continuous,
open dialogue about contributions and development between managers and their
employees. To introduce this new approach on performance development, several
actions were taken in the year under review:
ը
Management and team leaders were trained in conducting constructive
conversations and in utilising the accompanying system Dialog to record and
process performance on an ongoing basis.
ը
Staff was informed, trained and encouraged to formulate and act upon their
individual development and performance goals in Dialog. This was done via
online training, mailing campaigns, and publication of user manuals and
informative blogs on the Company intranet.
ը
Complementary to the performance review cycle, personal coaching tracks were
conducted to stimulate performance and internal mobility.
ը
Team coaching sessions were provided throughout the year to gain (even) better
insight into team dynamics of managers and their teams as well as between
team members.
B&S onboarding in a nutshell
1
Introduction videos from management in all
segments and central support functions in
the Company;
2
‘Bite-size’ animations on key information
matters such as terms of employment and
safety & security guidelines;
3
Customised welcome packages to introduce
all operating segments within the
organisation in a fun and engaging way.
Introduction About B&S Governance Financial statementsResults
47
B&S Group S.A.
Annual Report 2022
This section covers material topic 7
Companies thrive when its employees thrive. This requires a working environment in
which people feel a sense of belonging and purpose. B&S believes in the power of
diversity and inclusion to enrich our workplace and grow our business. Each of us
matters in spurring innovation and creativity. Having diverse teams with various
backgrounds and cultures enables us to better serve the markets in which we
operate.
Why important
B&S believes in the power of diversity and inclusion to enrich our workplace and
grow our business. Having diverse teams with various backgrounds and cultures
enables us to better serve the markets in which we operate.
Commitment
We will cultivate an inclusive work environment that fosters and is respectful of
different ideas, perspectives, and beliefs. We believe that every B&S employee
deserves to feel welcome, valued and safe.
Our approach
We will achieve this by ensuring equal opportunities and fair treatment for all
employees in order to attract people from the broadest talent pool.
Target
30% female in senior management.
Be diverse and inclusive
Our plan for action
Recruitment We provide equal opportunities and pay from the start.
Work environment We cultivate a work environment in which an employee’s
identity in no way influences their career path and
opportunities. Employees feel safe to voice any concern.
Awareness and
communication
We remove bias and believe people excel and stay when
they feel a sense of belonging.
Attracting the talent of the future
In order to attract talent in an increasingly competitive market, we introduced
a central, global approach – following our one brand approach - in 2022 that
is deployed country specific as needed (in terms of specific channels).
Our global careers website enables candidates to quickly find information
and jobs in their chosen field of work, career level and location.
To stimulate referrals and internal rotation, a communication approach was
implemented including an internal vacancy platform for easy application,
an updated referral policy and regular updates on job vacancies.
Introduction About B&S Governance Financial statementsResults
48
B&S Group S.A.
Annual Report 2022
Activities & achievements in 2022
Recruitment
Recruitment of staff is done on the basis of equal opportunity. We strive to provide
equality of opportunity as an employer to all staff and potential staff in terms of
remuneration, recruitment, promotion, training and access to opportunities.
The principles of equal opportunities are well embedded in our company’s approach
and objectives in respect of our workforce. To underline our commitment, in 2022
we published our equal employment opportunities statement on our career website.
Work environment
Providing a diverse and inclusive work environment that takes into account shifting
societal, personal as well as economic expectations and standards is key to our
diversity and inclusion approach. As part of our “Reach with Impact” sustainability
strategy that was launched August 2022, we refreshed and published an enhanced
plan of action including the following priorities:
ը
We pay attention to and create awareness of equal opportunities during (salary)
assessments and in the context of promotions.
ը
We have a zero-tolerance policy against disrespectful, hostile, and violent
behaviour of any kind and take all harassment complaints seriously. This
includes bullying, violence, discrimination, (sexual) harassment, abuse,
intimidation, and exploitation.
ը
We report, and encourage others to report, incidents of harassment or retaliation
to our Human Resources representative, designated confidential
representatives, or anonymously using the external hotline. To this end we have
a whistle-blower policy in place that is published on the corporate website.
In 2022, no matters were reported.
ը
Managers will be trained to be attentive to possible cases of intimidation or
harassment and to create a safe environment for employees to report potential
violations.
Awareness and communication
As part of our “Reach with Impact” sustainability strategy, we formulated priorities
to promote our Diversity & Inclusion (D&I) stance, both internally and externally.
These priorities are:
ը
We communicate with each other in a respectful way and consider the impact of
our behaviour on the well-being of others.
ը
We are committed to upholding our Diversity & Inclusion (D&I) purpose, at all
levels within the organisation.
ը
We offer developing programmes and training aimed at diversity and inclusion.
ը
We share personal stories of employees, attend events focused on D&I,
and create an internal network of employees who serve as ambassadors/a think
tank and contribute to the D&I policy.
ը
We make managers and employees aware of their own unconscious and
conscious prejudices and do not manifest them in the workplace.
In 2022, an internal network of female employees was introduced to serve as
ambassadors for diversity representation in management positions. To drive
engagement and representation within the organisation, we support them in
developing initiatives, attending relevant conferences and sharing their personal
experiences.
Performance
2022
% male/ female all employees 51% / 49%
% male / female in senior management 80% / 20%
Introduction About B&S Governance Financial statementsResults
49
B&S Group S.A.
Annual Report 2022
Schooling project in Senegal
B&S partners with Kemi Malaika Foundation
Business priority: Empowered people
Material topic: Engage with our community
Every day, shipments of beauty products and consumer goods
leave the Veendam and Delfzijl warehouses of B&S for
destinations around the world, including Africa.
This time, B&S collaborated with the Kemi Malaika Foundation
and its transport partners to ship equipment to the Kaplan School
in Senegal. We used our ocean freight contracts to do so,
beginning with one container with 13 tons of school equipment in
the summer of 2021 and followed by a second container in early
2022. In the meantime, B&S also helped negotiate the shipping of
nine containers with prefab building materials for the school.
After production delays and delays at the port slowed down the
shipment, B&S got involved and used its long-term contracts to
expedite the shipping process.
B&S was honoured to lend a helping hand and use its warehouses
and network to ship all containers to Senegal. In 2022, the Kaplan
School welcomed 1200-1500 students from the Somone area, up
from 250 students in the years prior. Thanks to the Kemi Malaika
Foundation and all the schools that donated, many more children
will have access to good education and sports activities.
Read full story
Introduction About B&S Governance Financial statementsResults
50
B&S Group S.A.
Annual Report 2022
This section covers material topic 8
Why important
Certain regions and communities in the world are unfortunately unable to support
themselves due to poverty locks or government failure. Proactively giving back to
those in need is something we see as a moral obligation.
Commitment
We will support and contribute to the communities we operate in.
Our approach
We achieve this by seeking and promoting volunteer opportunities, making
donations to (local) organisations, and initiating social impact projects.
Targets
5 NGO collaborations per year
8 hours annual volunteering budget per employee
3 social impact projects per year
Our plan for action
Donations We provide in-kind and monetary donations to those in
need by collaborating with various NGO’s.
Volunteering We stimulate our employees to participate in
volunteering projects, as a team or as an individual.
Social impact projects We work together with our suppliers in developing
countries to ensure safe working conditions and
safeguarding the environment.
Engage with our community
Activities & achievements in 2022
Donations
ը
We formalised our partnership with the Dutch food banks through closer
collaboration and donations of both food and non-food items to those in need.
In 2022, 5,4% of our unsold food was donated.
ը
We supported the Kemi Malaiki Foundation with storage and shipping services
for a school project in Senegal.
ը
We made a monetary donation to the Red Cross for emergency relief in Ukraine
(€ 100,000) and donated in total 85,000 food, personal care and medical items
for refugees at border regions.
ը
Both B&S and our B&S Health segment collaborate with Trees for All; a not for
profit organization focusing on reforestation projects across the globe. In 2022,
590 trees were planted as part of this collaboration.
ը
Our Personal care segment contributes to Stichting Jenga, a not for profit
organization focussing on providing better health and education for children and
their communities in Africa.
ը
We continued providing guided work placements for people with a distance to
the labour market in our Dutch logistics operations of Topbrands.
Volunteering
We started with the development of a programme to promote and enable employee
volunteering during working hours. We plan to roll out a pilot project in the first half
of 2023.
Social impact projects
We have yet to define the social impact projects to which we want to contribute.
In 2023, we will publish our community engagement policy which will outline into
more detail our plan of action until 2030.
Introduction About B&S Governance Financial statementsResults
51
B&S Group S.A.
Annual Report 2022
Performance
2022
Collaboration with NGOs 5
Monetary donations 120,450
In-kind donations of products 84,997
Outlook Empowered People
In 2022 we have established a clear set of ambitions to work towards 2030. At the
same time, we will continue to refine our plan of action per material topic for year-
on-year progress, and progress our reporting on key performance indicators as
introduced in 2022.
Key projects we will be focussing on in 2023
ը
Employee engagement survey
ը
Launch of our new online learning platform
ը
Launch of our volunteering platform
ը
Publication of our community engagement policy
ը
Improved safety reporting and monitoring
ը
Implementing improvements related to quantitative reporting
Introduction About B&S Governance Financial statementsResults
Enjoying our products
today, whilst safeguarding
tomorrow's planet
B&S Group S.A.
Annual Report 2022
52
Sustainable value chain
Our ambitions for 2030
ը
Decrease the environmental footprint of our
own operations
ը
Create business opportunities for a sustainable
and future-proof value chain
ը
Maintaining high ethical standards with all our
stakeholders
The applicable SDGs
Introduction About B&S Governance Financial statementsResults
53
B&S Group S.A.
Annual Report 2022
A joint effort
Making logistics more sustainable
Business priority: Sustainable value chain
Material topic: Take climate action
For every shipment B&S makes, our logistics team selects the
best transportation option based on different criteria such as the
type of product, destination and customer’s requirements.
And while the transport options are various - by truck, barge,
air cargo, sea freight, or a combination thereof - the impact of
each shipment is a factor that plays an increasingly important
role.
Joel Haas, Logistics Director: “We are working to maintain a high
level of service to our customers while looking for transport
alternatives to achieve our CO
2
reduction goals. In collaboration
with our business partners and the support of our Board,
we began looking into transporting goods by barge. On average,
barge transport can result in up to three times less CO
2
emissions
compared to alternatives such as trucks.
To determine whether barge transport was a viable option,
we needed the expertise of colleagues across the organisation,
from sales to sustainability. We had conversations to explain what
we were doing, why we were doing it, and invited their input.
We ultimately determined that for more orders than initially
thought, barge transportation is a viable option.”
Read full story
Introduction About B&S Governance Financial statementsResults
54
B&S Group S.A.
Annual Report 2022
Take climate action
This section covers material topics 13 and 14
Why important
Climate change is one of the biggest challenges we face today. Scientists are clear:
we all must act now to limit the average temperature rise to 1.5°C as only then we
can avert the most damaging impacts of climate change. This means that as society
we must cut our emissions in half by 2030 (compared to 2010) and reach net zero
emissions by 2050. In addition, reducing our own carbon footprint enables us to be
prepared when new regulations will be enforced as well as answer to requirements
we receive from various customers.
Commitment
We will be climate neutral by reaching net zero CO₂ emissions of our own
operations by 2030 and we will reduce our CO₂ emissions from the transport of
consumer goods in line with science-based targets.
Our approach
We will achieve this by implementing energy-efficient ways of working, using
renewable energy sources for our own operations, and collaborating with our
business partners along the value chain in order to transport goods in a more
environmentally friendly manner.
Targets
Net zero CO
2
emissions as per Science Based Target initiative
100% renewable energy
100% natural refrigerants
100% electric lease in 2030
Our plan for action
Reduce energy and fuel
consumption
We reduce our energy consumption by implementing
energy-saving measures, combining product shipments,
using less carbon-intensive modes of transport such as
barge transport when possible, and carefully selecting
our hub locations.
Use renewable energy and
fuels
We maximise the use of renewable energy sources and
partner along the value chain to promote and invest in
alternative fuel options.
Be climate proof We add more greenery to our premises, compensate
remaining unavoidable CO₂ emissions through our
eco-restoration and reforestation fund as well as ensure
our CO
2
reduction targets are in line with science based
targets.
Introduction About B&S Governance Financial statementsResults
55
B&S Group S.A.
Annual Report 2022
Activities and achievements in 2022
Reduce energy and fuel consumption
ը
In our Dordrecht facility, we replaced gas heating systems by a geothermal heat
pump and a heat recovery system. This resulted in a decrease of gas
consumption with more than 40% compared to 2021 equalling to a reduction of
72 tonnes CO
2
.
ը
In our Farmsum office, roofing insulation was improved and all lights in our
Amsterdam warehouse was replaced with LED.
ը
Our sales departments encourage customers to consolidate orders as much as
possible to optimally use the space of the container / in order establish full
container load movements.
ը
As our Dordrecht and Farmsum facilities are closely located to barge terminals,
we increased efforts of upscaling transport movements via barge instead of via
road as this transport mode emits significantly less emissions. In 2022, 28% of
our full container loads were transported via barge resulting in 426,300 km
transport avoided by road.
Use renewable energy and fuels
ը
Since January 2022, all but one of our Dutch premises use renewable electricity
being derived from Dutch wind.
ը
Our solar park in the Netherlands consist out of nearly 9,800 panels and
generated 3,890,047 KwH in 2022. Our investments in solar saves on energy
costs, makes us less vulnerable for price fluctuations and foresees in the
securing of supply of our energy needs.
ը
In the Netherlands, certain employees are eligible for a lease car contract and
we encourage employees to transition towards electric lease through discounts.
In 2022, 19% of all lease contracts were electric lease and we have 38 charging
stations across various Dutch locations.
Be climate proof
In 2022, we committed ourselves to setting science based reduction targets
through the Science Based Targets Initiative (SBTi). We aim to submit our climate
targets for validation in 2023.
This methodology will help us to determine emissions reduction targets and
concrete climate proof reduction plans for not only our own operation (scope 1 and
2 emissions) but also for sustainable distribution solutions and our product portfolio
(scope 3 emissions). Assessing which products are responsible for the highest CO₂
emissions based on the production process and ingredients used, lay the
foundation for extending our product range with alternative options that emit less
CO₂.
Performance
In 2022, our total CO
2
emissions reduced with 3,533 tonnes (2,021; 2022 and 5,554;
2021), which is an improvement of 63% of our carbon intensity (CO
2
emissions
per m
2
). This significant reduction can for the largest part be contributed to our
transition towards the consumption of renewable electricity instead of
non-renewable (78%; 2022 and 6%;2021). In addition, overall electricity
consumption reduced with 2% compared to 2021 due to our continued
consolidation efforts of our warehouse facilities. Gas consumption decreased with
14% compared to 2021 as a result of the installation of a heat recovery system in
Dordrecht and overall a much better temperature control.
Due to its cooling facilities, our Dordrecht location contributed the most to our
electricity consumption (46%). This facility has also its own solar park (8,400 panels)
which was, in contrary to 2021, operational throughout the full year. Together with
our solar system in Amsterdam (1.400 panels) our consumption of self-generated
electricity increased with 221% (1,201.648 KwH). Furthermore, in the Netherlands,
we compensated 525 tonnes of CO
2
emissions as a result of our gas consumption
through ‘Waarborg Gas’.
Introduction About B&S Governance Financial statementsResults
56
B&S Group S.A.
Annual Report 2022
The reduction in electricity and gas consumption, as well as an increase in our m
2
resulted in an improvement of our energy efficiency with 12% (0.30 GJ/m
2
; 2022 and
0.34 GJ/m
2
; 2021).
CO
2
emissions 2022 2021
Scope 1 1,278 1,473
ը
Refrigerants 47 45
ը
Gas consumption 1,231 1,428
Scope 2: electricity consumption 743 4,082
Total CO
2
emissions 2,021 5,554
2022 2021
CO
2
intensity 0.01 0.03
Energy intensity (GJ gas and electricity
consumption/m
2
) 0.30 0.34
Share renewable electricity 78% 6%
Energy consumption Kwh GJ
2022 2021 2022 2021
Total gas consumption 6,773,974 7,854,347 24,386 28,276
ը
Spain - - - -
ը
USA 3,904,035 4,020,356 14,055 14,473
ը
NL 2,869,940 3,833,991 10,332 13,802
Total electricity consumption 9,349,843 9,547,924 33,659 34,373
Total electricity consumption non renewables 2,083,194 9,004,356 7,499 32,416
ը
Spain 57,014 63,283 205 228
ը
USA 1,310,980 1,056,890 4,720 3,805
ը
NL 715,200 7,884,183 2,575 28,383
Total electricity consumption renewables 5,521,433 - 19,877 -
Total electricity consumption self-generated 1,745,216 543,568 6,283 1,957
Total energy consumption KwH 16,123,818 17,402,271 58,046 62,648
Introduction About B&S Governance Financial statementsResults
B&S Group S.A.
Annual Report 2022
57
From waste to resource
PreZero and B&S tackle waste together
Business priority: Sustainable value chain
Material topic: be resource conscious
Being resource conscious is a key pillar of our 2030 sustainability
strategy. Supporting a circular economy and managing waste
streams responsibly are part of that journey.
Kachiri Brugts, Facility Director at B&S: “In PreZero, we’ve found
a partner to assist us in shaping our waste management
ambitions. They’re helping us to gain insight into our waste
streams, track our progress towards our goals, and enable us to
correct course when needed.
The first step is to increase awareness. Because we have to work
together to accomplish our goals. We want to make things as
easy as possible for all our employees, either working in
warehouses or offices.
The second step is to analyse and monitor the data of our waste
streams. Being resource conscious truly starts with
understanding what you’re throwing away and how you’re
disposing of that waste. We look at our own waste streams
differently now and see new opportunities. Along the way, we
discover that there are so many improvements we can make that
will benefit not just the planet, but our business as well.”
Read full story
Introduction About B&S Governance Financial statementsResults
58
B&S Group S.A.
Annual Report 2022
Our plan for action
Waste as a resource We see waste as a valuable resource which should be
segregated optimally to enable recycling. We will reduce
waste generated in our warehouses and shops, optimise
its recycling potential and eliminate waste going to
landfill.
Sustainable packaging
materials
We use sustainable and renewable packaging materials
in our warehouses and our specialty brands. We reduce
the amount used, use more sustainable materials and
ensure that packaging materials can be recycled.
Optimise material use We aim to optimise the use of building materials and use
renewable and sustainable materials in our business
processes.
Be resource conscious
This section covers material topic 15
Why important
Global consumption of raw materials such as biomass, fossil fuels, metals and
minerals is expected to double in the next forty years, while annual waste
generation is projected to increase by 70% by 2050. This linear take, make, use,
waste process is not sustainable and in the long run we will run out of natural
resources. Moving towards a circular economy is a given; by not taking more than
what our earth can replenish and by reusing, repurposing, and recycling products
as much as possible.
Commitment
We will send zero waste to landfill by 2030 and contribute to a circular economy.
Our approach
We will achieve this by preventing (packaging) waste, optimising recycling efforts
and by using sustainable materials for packaging, buildings and retail shops.
Targets
Waste:
ը
zero waste to landfill
ը
80% recycling of waste
ը
50% less food and medical waste.
Packaging
1
ը
20% less packaging materials
ը
95% recyclable packaging
ը
100% FSC and/or recycled cardboard
ը
50% recycled plastic packaging
1
Packaging used in logistics and specialty brands being our private label brands and licensed brands.
To meet our set waste targets,
analysing our food waste data
was one of our key priorities in
2022.
Introduction About B&S Governance Financial statementsResults
59
B&S Group S.A.
Annual Report 2022
Activities and achievements in 2022
Waste as a resource
To meet our set waste targets, reducing food waste has been one of our key
priorities in 2022. To this end we took various steps:
ը
We have improved our stock management practices by better management of
products that are nearing their Best Before Dates.
ը
We strengthened our collaboration with the Dutch Food Bank through meetings
with the local food bank as well as the national board. Our purchase department
was put in the lead to provide bi-weekly donation updates to the local food bank
in Dordrecht. These efforts support those in need and at the same time reduces
our food waste.
At Group level, clear efforts in raising awareness and embedding our recycling
efforts and best practices were undertaken:
ը
Recycling efforts are undertaken in our warehouses in the Netherlands, Spain
and the USA. Various waste streams are segregated to the extent the local
waste infrastructure permits us in doing so.
ը
Previously our food waste was sent out as generic waste; since December 2022
we started sending remaining food waste that could no longer be donated due
to damages or passed use by dates to a biogas installation. This is done in
collaboration with our waste partner.
ը
To further improve our efforts, we prepared a waste recycling campaign for our
Dutch warehouse staff which is aimed to launch early 2023, explaining why
recycling is important and how to best segregate our various waste streams.
This also includes optimising and clarifying the recycling bin locations facilitating
operational efficiency.
ը
In order to track progress and identify further improvement, we started to
integrate waste recycling results in our existing monthly multidisciplinary team
meetings in which our warehousing, facility and quality teams are represented.
Sustainable packaging materials
ը
In order to combat deforestation, we started transitioning towards purchasing
FSC and/or recycled cardboard boxes that we add in logistical processes in
2021. In 2022, all paper and cardboard packaging used in the Dutch facilities
originates from recycled pulp and/or FSC or equivalent sources.
ը
We initiated the development of a packaging information system, enabling us to
register all packaging details of the products we sell. It’s planned to go live in the
second half of 2023.
ը
We conducted a baseline of quantities and types of packaging materials used in
our logistics operations under our operational control. This enables us to start
making targeted alterations in areas with most impact.
ը
We replaced the packaging of our private label brand Mitone (Consumer
Electronics) by removing plastic items and using FSC paper and cardboard.
ը
For their private label brands, Topbrands is also replacing plastic packaging with
FSC certified paper and cardboard. This will enable better recycling by
consumers and is estimated to result in saving 8,000 kilos of plastic annually.
Optimise material use
In 2022, we developed our ‘sustainable building requirements guide’ which is based
on BREEAM principles
1
by taking amongst others circularity, sustainable building
materials and energy saving measures into account. Our two new built projects in
the north of the Netherlands will be developed along these principles. Our facility
department aligns with our sustainability department to ensure proper
implementation and execution.
1
Building Research Establishment Environmental Assessment Method. It is a leading and widely used
method of assessing, rating, and certifying the sustainability of buildings.
Introduction About B&S Governance Financial statementsResults
60
B&S Group S.A.
Annual Report 2022
Performance
The ratio food waste versus food sold (tonnes/€ million) totalled 0.99 in 2022 (base
year). Overall we donated 16.77 tonnes of food to the Dutch Food bank, meaning we
managed to donated 5.4% of our unsold food to those in need.
Food waste & donations 2022
Foodwaste (tonnes)/Food sales (€ million) 0.99
Unsold food donated (%) 5.4%
Food donated in tonnes 16.77
Waste in tonnes (2022) Recycling Biogas Incinerated with
energy recovery
Landfilling Total
Non-hazardous waste 559.86 84.13 624.90 16.34 1,285.22
ը
Generic waste 0.42 - 374.44 5.20 380.06
ը
Glass 0.82 - - - 0.82
ը
Metal 25.00 - - - 25.00
ը
Organic waste 2.39 84.13 250.46 7.76 344.73
ը
Paper/cardboard 464.58 - - - 464.58
ը
Plastic 65.17 - - 3.38 68.55
ը
Wood 1.48 - - - 1.48
Hazardous waste - - 7.33 - 7.33
ը
Medical waste - - 6.11 - 6.11
ը
Other - - 1.22 - 1.22
Total waste in tonnes 559.86 84.13 632.23 16.34 1,292.55
In 2022, we purchased / used 1,303 tonnes of packaging materials, of which 1,187
tonnes paper/cardboard and 116 tonnes plastic.
Packaging in tonnes 2022
Total packaging purchased 1,303
Paper/cardboard 1,187
Plastic 116
In 2022, we generated 1,293 tonnes of waste, of which 50% was being recycled.
The majority of waste consists out of paper/cardboard (36%), followed by generic
waste (29%) and food waste (27%). At the end of 2022, we started diverting organic
waste to biogas installations. Besides enabling more segregation possibilities of
common waste types such as plastic and glass, we also initiated the recycling of
coffee waste (2.387 kg) and coffee cups (420 kg).
Introduction About B&S Governance Financial statementsResults
61
B&S Group S.A.
Annual Report 2022
With care, for care
Topbrands by B&S develops sustainable private labels
Business priority: Sustainable value chain
Material topic: Responsible sourcing practices
Topbrands offers quality personal and home care products to customers
around the world, with a portfolio ranging from A-Brands to own brands. The
Topbrands private labels such as Sence and At Home are always evolving –
for the benefit of our customers, consumers, and the planet!
Angelique Michels, Director Brand, Private Label & Licenses at Topbrands:
“We’ve worked closely with our production partners to improve our private
label formulas, using natural and more sustainable ingredients whenever
possible. The moisturising face masks are now made of certified organic
bamboo which saves 15,000 kilos of plastic per year. The glycerine in
personal care products and beeswax in lip balms have been replaced with
vegan variants. We showcase that we can achieve the same quality using
environmentally friendly and animal friendly ingredients. We also replaced
plastic with FSC certified paper and cardboard, so that the packaging can be
easier recycled after use. And, we chose to leave out non-recyclable
decorations like bows and ribbons whilst still having appealing designs.”
In total, Topbrands removed plastic components from 2 million packaging
items saving 8,000 kilos of plastic annually.
Read full story
Introduction About B&S Governance Financial statementsResults
62
B&S Group S.A.
Annual Report 2022
Our plan for action:
Responsible sourcing
practices in our supply
chain
We require our specialty brand suppliers to sign our
Supplier Code of Conduct and to have a recognised
sustainability management system in place. Further,
regular suppliers from medium and high-risk countries
must also sign our Supplier Code of Conduct. To
optimise our progress towards responsible sourcing
practices, we will collaborate closely with our key
strategic suppliers to identify and implement more
sustainable practices.
Offer and promote
sustainable choices
We offer sustainable and affordable brands and
products across our focus groups of beauty, liquors,
personal care, food, health, and consumer electronics.
We actively engage with our customers to promote more
sustainable choices.
Ensure responsible sourcing
practices and offer
sustainable products
This section covers material topics 11 and 16
Why important
Climate change, resource depletion, biodiversity loss and ecosystem degradation,
inequality and extreme poverty are some of the major challenges we face as a
society. Societal factors such as increased obesity, aging populations and pollution
induced respiratory problems form a growing pressure on our health system.
In addition, due to regulatory developments and increased awareness amongst
consumers companies are expected to know where and how the products they sell
are produced; whether human rights, the environment and animal welfare are
safeguarded. As such, our product portfolio is an essential component in our
sustainability approach.
Commitment
We will make sustainable consumer goods available to everyone, anywhere.
Our approach
We will achieve this by investing in responsible sourcing practices and offering
sustainable brands and products
Target
2,000 of the products we sell are considered to be ‘a more sustainable choice’
by 2030.
We collaborate with various
brands in different product
categories that have sustainability
as their core purpose
..
Introduction About B&S Governance Financial statementsResults
63
B&S Group S.A.
Annual Report 2022
Activities and achievements in 2022
Responsible sourcing practices in our supply chain
ը
From 2022 onwards, all producers for our Mitone electronics and Topbrands
private labels are audited against the social compliance scheme of BSCI/ Amfori.
ը
We developed the Supplier Code of Conduct
1
which describes our expectations
towards our suppliers regarding good business conduct, human rights and
labour conditions, health and safety, and safeguarding the environment. We plan
to further integrate a risk based due diligence approach as part of our Know our
Relations (KYR) procedures in 2023.
ը
To actively participate in discussions and further development of responsible
sourcing practices within our industry, our sustainability manager sits in the
think-tank of Evofenedex (business association for trade & logistics) regarding
responsible sourcing and due diligence regulations.
Offer and promote more sustainable choices
ը
We collaborate with various brands that have sustainability as core purpose.
Examples include but are not limited to Tony Chocolonely, House of Marley,
Meatless Farm, Naïf and Flor de Caña.
ը
Our private label team from Topbrands is working closely with their production
partners to improve formulas by using natural and more sustainable ingredients
whenever possible. For example, the moisturising face masks are now made of
certified organic bamboo which saves 15,000 kilos of plastic per year.
In addition, glycerine in personal care products and beeswax in lip balms have
been replaced with vegan variants.
ը
We developed a ‘sustainable product’ scorecard which provides the basis for
assessing our product portfolio against sustainability criteria. The scorecard
includes sustainability parameters linked to ingredients, (packaging) materials
and production methods and includes internationally recognised sustainability
standards and social compliance schemes.
ը
We initiated the development of a product data management system enabling us
to register and monitor the sustainability characteristics of the products we sell.
It’s planned to go live in the second half of 2023.
Outlook sustainable value chain
With the launch of our sustainability strategy in 2022 we set a clear roadmap for
2030. Yet we will continue to refine and update our plans of action. Key projects for
2023 will amongst others be:
ը
Integration of sustainability aspects within annual segment plans;
ը
Implementation of our waste recycling and food waste programme;
ը
Providing sustainability training for purchase and sales teams;
ը
Mapping and expanding our sustainable product portfolio;
ը
Continuous improvements on reporting and data management;
ը
Conducting a climate risk assessment;
ը
Integration of ESG due diligence into our existing Know Your Relations
procedures.
1
The code is based on the OECD Due Diligence Guidelines for Responsible Business Conduct, the
principles of the United Nations Global Compact, the Universal Declaration of Human Rights, the
Fundamental Conventions of the International Labour Organization (ILO), the Rio Declaration on
Environment and Development, and the United Nations Convention Against Corruption.
MSC chain of custody: B&S B.V. Dordrecht
SKAL organic chain of custody: Anker Amsterdam Spirits B.V.,
Amsterdam
ISO 14001: B&S B.V. Dordrecht
ISO 9001: LaGaay Medical B.V. Rotterdam,
B&S B.V. Dordrecht
ISO 45001: B&S B.V. Dordrecht
Certifications
Introduction About B&S Governance Financial statementsResults
B&S Group S.A.
Annual Report 2022
64
Business priority: Sustainable value chain
Material topic: Responsible products
Naïf is a fast-growing brand that creates personal care products
with an all-natural approach, from the ingredients it uses to the
way it delivers them to its consumers.
While already having an established presence in multiple
domestic markets, Naïf turned to B&S for opening up other key
markets such as Duty-Free and Travel Retail.
In turn, B&S is prioritising the implementation of responsible
sourcing practices and building a product portfolio based on
sustainability accreditations.
Consequently, the match between Naïf and B&S was ideal. B&S
provided full support with a comprehensive brand strategy and a
dedicated team to position Naïf’s skincare products among
European travelling families.
After one year of partnership, Naïf has acquired deep
understanding of its consumer in travel retail and has expanded
into other categories, such as sun care.
Good care, while travelling
B&S partners with Naïf skincare
Read full story
Introduction About B&S Governance Financial statementsResults
Being a trusted
business partner
65
B&S Group S.A.
Annual Report 2022
Commercial excellence
Our ambitions for 2030
ը
Create long term value for our stakeholders by
pursuing sustainable and profitable growth
ը
Build and expand unique positions in diversified
markets and expand our role in the value chain
ը
Be a responsible, well-respected and reliable
organisation
The applicable SDGs
Introduction About B&S Governance Financial statementsResults
66
B&S Group S.A.
Annual Report 2022
Security & data privacy
This section covers material topic 10
Commitment
We will set up and adhere to the right policies and control framework to keep
business, customers, and employees’ data safe as well as to ensure restricted
access to our sites.
Cyber security and data privacy
We safeguard critical business and personal information and respect personal
information of our people and our customers as is required per the General Data
Protection Rule. We ensure that appropriate privacy and information security
controls are in place, and take appropriate steps to protect it from loss, misuse or
alteration by technical measures like firewalls, intrusion detection and prevention
systems, and passwords and encryptions.
Organisational measures are performed and enhanced on an ongoing basis and
include training staff on cyber security, identifying data incidents and risks,
and restricting staff access to personal information.
Activities and achievements in 2022
Privacy and data protection
To meet our social responsibilities, remain compliant with the increased and
evolving regulatory framework and ensuring ‘privacy by design’ in offering our
products and services, a targeted action plan was developed to bring our privacy
and data protection commitment to the next level, along with the ongoing
developments in the privacy landscape and our internal business developments.
These actions include, amongst others, assuring adequate safeguards for data
leaving the EER, third party risk management, accountability and awareness, risk
assessments, policies and procedures, transparency, data lifecycle management
and audits. Further, a dedicated ‘legal counsel privacy’ has strengthened our legal
team.
Our targeted action
plan brings our privacy
and data protection
commitment to the next
level.
Introduction About B&S Governance Financial statementsResults
67
B&S Group S.A.
Annual Report 2022
Cybersecurity
Due to ongoing expansion of operations through acquisitions and addition of local
hubs, B&S continues to invest in the standardization and centralisation of IT assets
to swiftly implement boundaries and restrictions at central level. Specific progress
in 2022 related to cybersecurity included:
ը
The implementation of a dedicated security and compliance team that was
recruited internally. Key tasks of this team include policy development, process
checking, carrying out audits of IT environment in close collaboration with the
Internal Audit function and performing internal pen-testing.
ը
In the year under review, a roadmap for ISO certification was put in place and
progressed as planned with the achievement of ISO 27001 and ISO 22301
certification. In 2022, no identified leaks, thefts or losses of customer data were
reported.
ը
We upgraded our cybersecurity awareness and training capabilities in
collaboration with an external party. This resulted in the introduction of
mandatory staff training facilities per January 2023.
ը
Additional security aspects for new project initiations were implemented
internally in close collaboration with our Project Management Office and
Managing Directors. Formalisation of this process will continue in 2023.
Security & restricted access
To continuously guarantee safety in the workplace, we have a Safety & Security
discipline in place that is committed to safety management, security management
and integrity & review. This discipline houses a Safety & Security committee with
direct report to executive management. The committee meets on regular basis and
gets informed by other liaised disciplines such as QHSE, facility and HR on relevant
developments and findings.
Activities and achievements in 2022
We continued the implementation of security improvements based on our Risk
Inventory & Evaluation (RI&E) Action Plan for all our Dutch locations. The key
elements of improvement were:
ը
A visitation policy was implemented in all sites in the Netherlands. In addition to
visitation, intruder tests, mystery guest actions and workplace inspections are
part of this policy;
ը
A visitor registration portal was developed and implemented in the largest
facilities in the Netherlands. As a result, visitors and external contractors are
registered internally prior to the visit, reducing the risk of unauthorized access;
ը
A Security reporting portal in all sites in the Netherlands was implemented,
to easily and similarly report/register security-related incidents.
Further optimisation and roll out to other locations of B&S will continue in 2023.
Performance
2022
Substantiated complaints concerning breaches of customer
privacy and losses of customer data 0
Introduction About B&S Governance Financial statementsResults
B&S Group S.A.
Annual Report 2022
68
Great cocktails, greener practice
B&S partners with sustainable rum brand Flor de Caña
Business priority: Commercial Excellence
Material topic: Innovative value adding services
We are proud to team up with brands that make a difference.
Anker Amsterdam Spirits by B&S is the official brand &
distribution partner of Flor de Caña in the Netherlands to bring
consumers its Carbon Neutral and Fair Trade certified rum.
To this end, B&S celebrated the national finals of the Flor de Caña
Sustainable Cocktail Challenge 2022 in Amsterdam. B&S’
Sustainability Manager was part of the jury that evaluated the
outstanding cocktails based on elements such as the story
behind the drink, the use of sustainable elements, creativity,
taste and appearance.
This initiative by the Nicaraguan rum brand was designed to
encourage bartending communities around the world to find
ways to integrate greener practices whilst creating delicious
cocktails. Think of for example using fair trade, organic, local or
vegan ingredients and preventing food waste in the process.
Introduction About B&S Governance Financial statementsResults
69
B&S Group S.A.
Annual Report 2022
Product quality & safety
This section covers material topic 12
Commitment
We will ensure high-quality products and prevent health risks arising from sale, use,
consumption, handling, preparation, and storage throughout the value chain.
Activities and achievements in 2022
Storage of dangerous goods
With regards to the storage of flammable household liquids and different types of
aerosols that form part our Beauty and Personal Care segments, we adhere to
Seveso-III. This is the directive that applies to establishments in the European Union
where dangerous substances are used or stored in large quantities and contributes
to achieving a low frequency of major accidents. In distributing these goods,
we adhere to The European Agreement concerning the International Carriage of
Dangerous Goods by Road (ADR). We train our staff on a regular basis in conjunct
with the fire department.
In 2022, our Seveso-III compliance was reconfirmed after inspection performed by
the environmental services.
Food safety
We adhere to the strictest food safety standards to ascertain the safety of the food
supply chains we are active in. We actively promote transparency of product
information and comply with the most stringent international regulations. Our food
warehouse in Dordrecht is ISO 22000;2018 certified, and applies a high-level risk
management system. This certification demonstrates to our stakeholders our
dedication to complying with international food safety standards.
In the Netherlands, we are subject to the supervision of the Netherlands Food and
Consumer Product Safety Authority (NVWA), which is supervising our cold store
almost on a daily basis and tests us by means of regular audits. Internal audits are
carried out on a periodic basis by our QHSE department which reports directly to
the Managing Director of the B&S Food segment as well as the CEO.
Over 2022 we have proactively upheld our compliance to food safety standards and
regulations. These efforts include the following;
ը
Internal audit and external audit related to ISO 22000 certification with positive
result;
ը
We encountered six recalls - all of which initiated by suppliers – that were dealt
with adequately under supervision of the NVWA;
ը
The annual Food safety training was provided to personnel in the B&S Food
segment.
Introduction About B&S Governance Financial statementsResults
70
B&S Group S.A.
Annual Report 2022
Customs & compliance
This section covers material topic 9
Commitment
We will ensure compliance with all relevant rules and regulations to uphold our
relationship and status with authorities, suppliers, and customers.
Customs compliance
As we are a vital part of the international supply chain and are involved in customs
related operations, we adhere to a range of criteria that grants us the status of
Authorised Economic Operator. This allows us to work in close cooperation with
customs authorities to assure the common objective of supply chain security based
on the principles of mutual transparency, correctness, fairness and responsibility.
We are subject to the Union Customs Code (UCC), the EU regulation that provides
rules and procedures for products that are brought into or are taken out of the
customs territory of the European Union.
To ensure that our operations continuously meet all criteria for both customs
simplification (AEOC) and security and safety (AEOS), our focus lies on complying
with customs legislation and taxation rules, appropriate record keeping, financial
solvency, proven practical standards of competence and appropriate security and
safety measures. Procedures and controls are implemented and monitored to
ensure the compliance with laws and regulations.
Know Your Relations procedures
Strict Know Your Relations (KYR) procedures are in place for the acceptance of new
customers, suppliers and other business relations.
ը
We have anti-bribery, anti-corruption and anti-money laundering (AML) policies
in place that apply to all our staff. We expect our suppliers, customers and
business partners to adhere to the same standards. To reinforce our stance,
in 2022 we published our Supplier Code of Conduct.
ը
Extensive knowledge of the substance and impact of the Foreign Corrupt
Practices Act (FCPA) is embedded at every level of the Company and our
anti-bribery and anti-corruption policy is embedded in our Code of business
ethics.
ը
Creditworthiness of new relations is checked upfront, and their Ultimate
Beneficial Owner(s) data is checked against the OFAC and the EU Sanctions list.
Established relationships are monitored on compliance standards by an
automated check that is performed on all business relations every two weeks.
ը
In 2022 we finalised the implementation of digitally onboarding new business
relations, and re-assessed our existing supplier and client relations globally.
As part of our regular process (including the automated compliance checks),
1,981 business relations were discontinued in 2022.
Performance
2022
Confirmed incidents of corruption and actions taken 0
Legal actions for anti-competitive behaviour, anti-trust and
monopoly practices 0
Introduction About B&S Governance Financial statementsResults
B&S Group S.A.
Annual Report 2022
71
Enhancing choice and innovation
Partnering with sustainable brands in electronics
Business priority: Commercial Excellence
Material topic: Long term business relations
Offering sustainable products is a key pillar of our 2030
sustainability strategy. We partner with sustainable (branded)
suppliers and continuously seek optimisations for our own
brands.
One great case in point is Capi by B&S, known for our innovative
consumer electronics retail stores in airports around the world.
Capi expanded their product range with the latest in sustainable
electronics, from salmon leather phone cases to eco-friendly
bamboo headphones. And we are removing plastic items in
packaging.
Eline Westerhof, Head of Category Management: “As part of our
commitment to offering sustainable products, we are investing in
responsible sourcing practices. Suppliers must follow our strict
standards for human rights, labour conditions, the environment,
and anti-corruption. We are on track to work with 100% externally
certified suppliers by 2030. For our private label Mitone, we
already work exclusively with BSCI certified factories.”
Our Capi customers can expect to see more and more
environmentally friendly products in our stores to enhance their
travel experience.
Read full story
Introduction About B&S Governance Financial statementsResults
72
B&S Group S.A.
Annual Report 2022
Material topics related to
Financial performance
Performance and progress on the following material topics within our
“Commercial Excellence” pillar can be found in the [financial performance] and
the [segmental performance] sections of this report
Business growth & profitability
Material topic 1
Commitment: We will further expand our business through investing in organic
growth and acquisitions whilst remaining long-term profitable.
Read our organic and acquisitive growth strategy in the Value Creation section of
this report.
Long-term business relations
Material topic 2
Commitment: We will uphold a good reputation with business partners and focus
on adding value to our partners’ businesses to support their growth and our own.
Read our approach to value creation in the Value Creation section of this report.
Innovative value adding services
Material topic 4
Commitment: We will promote innovative and digital technologies to enable
efficient ways of working and to create new ways of conducting business such as
digital commerce, marketing, and brand development.
Read our approach in the Value Creation section of this report.
Material topic related to
Governance
Governance & Accountability
Material topic 3
Commitment: We will continue to implement policies and practices to ensure
accountability, compliance with reporting requirements and robust risk
management execution to meet stakeholders’ expectations.
Review in 2022
As per the end of 2022, a financial relation between - at that time CEO of B&S - and
a company owned by the majority shareholder of B&S surfaced that should have
been disclosed in the Annual Report of 2020 and 2021.
As a result, the Executive Board and Supervisory Board (the Boards) initiated a
review into the Company’s corporate governance policies and practices at the end
of 2022. The outcome of this review can be found in the ‘Review of governance
policies and practices’ chapter as part of the Governance section of this report.
Further progress on Governance & Accountability matters are presented in the
Governance and Supervisory Board Report sections in this report.
Introduction About B&S Governance Financial statementsResults
73
B&S Group S.A.
Annual Report 2022
“Macro-economic
developments clearly
impacted our results
in 2022.”
Mark Faasse, CFO
Financial performance
1
Non-IFRS financial measures used are presented in the
“Appendices” section of this report.
Organic turnover growth
13.7%
Acquisitive turnover growth
1.1%
EBITDA margin
4.2%
Return On Invested Working Capital
19.9%
Net debt / EBITDA
3.7
Dividend pay-out
€ 0.12 per share
Delivery on our financial targets
1
Introduction About B&S Governance Financial statementsResults
74
B&S Group S.A.
Annual Report 2022
Profit or loss performance
€ million (unless otherwise indicated) FY 2022 reported FY 2021 reported Δ (%) reported
Profit or loss account
Turnover 2,148.2 1,869.5 14.9%
Gross profit (margin) 303.9 14.1% 287.3 15.4% 5.8%
EBITDA (margin) 90.9 4.2% 116.4 6.2% (21.9%)
Depreciation & Amortisation 32.7 30.7 6.5%
Impairment of non-current assets 0.1 10.2 (100%)
Profit before tax 47.7 71.7 (33.5%)
Net profit 36.1 54.6 (33.9%)
EPS (in euro) 0.31 0.46 (32.6%)
ROIWC 19.9% 24.8%
Financial position
Inventory in days 82.6 88.1
Working capital 455.7 470.1
Solvency Ratio 32.8% 35.4%
Net Debt 334.9 294.7
Net Debt/EBITDA 3.7 2.5
Introduction About B&S Governance Financial statementsResults
75
B&S Group S.A.
Annual Report 2022
Turnover
The 2022 turnover increased 14.9% compared to 2021 levels. Organically, turnover
increased 13.7% and was mainly driven by Liquors, Food and Retail. Acquired
turnover contributed 1.1%, stemming from Europe Beauty Group in the B&S Beauty
segment.
€ million (unless otherwise indicated) FY 2022
reported
FY 2021
reported
Δ (%)
reported
B&S Liquors 649.7 540.9 20.1%
B&S Beauty 729.6 675.7 8.0%
B&S Personal Care 301.7 276.4 9.1%
B&S Food 329.6 287.2 14.8%
B&S Health 47.6 46.7 1.9%
B&S Retail 89.9 42.5 111.5%
Holding & eliminations 0.1 0.1 0.0%
Total turnover 2,148.2 1,869.5 14.9%
Turnover split per segment
B&S Liquors
Turnover growth for the year was mainly driven by the absence of COVID
restrictions in European markets, yet further growth was held back by rising
consumer inflation from Q3 onwards. The growth in the international market was
impacted by product scarcity and zero-COVID policies, which in particular affected
Q4 sales – historically the strongest quarter.
B&S Beauty
Turnover increased following the acquisition of Europe Beauty Group and was aided
by the positive EUR/USD exchange rate. Excluding the acquisition, turnover
declined compared to 2021 due continued industry-wide product scarcity as well as
rising consumer inflation from Q3 onwards.
B&S Personal Care
Turnover increased as a result of sales growth to key customers and growth of
private label assortment, both aided by lifted COVID restrictions and well managed
stock positions.
B&S Food
Turnover growth for 2022 was mainly driven by the Duty-free and Domestic
markets in our Brand Distribution services. The Food distribution also recovered
overall turnover by growing the Maritime business post COVID, which
counterbalanced the lack of growth in the Remote business.
B&S Health
Turnover grew slightly compared to FY 2021 mainly as a result of continued
recovery of the vaccine business related to travel and flu vaccines in the second
half of 2022.
B&S Retail
Turnover more than doubled in 2022 because of higher passenger numbers, higher
spend per passenger following the eased travel restrictions as well as new shop
openings. In Q4, sales growth was less steep as Q4 2021 already benefitted from
eased travel restrictions.
Introduction About B&S Governance Financial statementsResults
76
B&S Group S.A.
Annual Report 2022
Gross profit
Gross profit amounted to € 303.9 million (2021: € 287.3 million). As a percentage of
turnover, margins decreased from 15.4% to 14.1%. This was mainly due to consumer
inflation leading to a shift from the premium to the main stream products in the
Liquor segments, which comes at lower margins.
Operating expenses
Operating expenses increased from € 170.9 million to € 213.1 million. The increase
of € 42.2 million is mainly the outcome of increased advisory costs, increased
IT costs related to further development of the technology backbone and increased
marketing costs driven by expanded Direct-to-consumer business.
EBITDA
As a result of the gross margin decrease, operating expenses increase and the
provision for a doubtful debtor in the B&S Food segment, EBITDA decreased 21.9%
to € 90.8 million (FY 2021: € 116.4 million). Corrected for the one-off provisions,
EBITDA decreased 8.3% to € 106.7 million.
EBITDA margin decreased to 4.2% (FY 2021: 6.2%). Adjusted for the provision,
EBITDA margin stood at 5.0%.
Group result for the year
Depreciation of tangible fixed assets and amortisation of intangible fixed assets
amounted to € 32.9 million (2021: € 40.9 million).
Financial expenses increased to € 10.4 million (2021: € 3.9 million) as a result of
increased lending rates. This resulted in profit before tax of € 47.7 million
(2021:€ 71.7 million).
The effective tax rate stood at 24.3% compared to 23.9% FY 2021. As a result,
net profit from continuing operations amounted to € 36.1 million (2022:
€ 54.6 million).
Net profit attributable to non-controlling interests amounted to € 10.0 million (2021:
€ 16.1 million). The decrease is mainly the result of declined contribution of
FragranceNet. Net profit attributable to the owners of the Company amounted to
€ 26.1 million (2022: € 38.5 million).
Introduction About B&S Governance Financial statementsResults
77
B&S Group S.A.
Annual Report 2022
B&S Liquors
€ million (unless stated otherwise) FY 2022
reported
FY 2021
reported
Δ (%)
reported
Turnover 649.7 540.9 20.1%
Gross profit 62.0 56.9 9.0%
EBITDA 24.6 28.2 (12.5%)
EBITDA margin 3.8% 5.2%
B&S Liquors saw sales increase by 20.1% while gross profit increased by 9.0%
compared to FY 2021 due to consumer inflation leading to a shift from premium to
main stream products. Staff costs increased due to additional FTE, leading to
decreased EBITDA and EBITDA margin.
Our European Liquor wholesale saw the positive effects from lifted COVID measures
while the launch of our B2C webshop that was rolled out across several European
countries in the second half of 2022 contributed to results. However, from the
second half onwards margins decreased because of the aforementioned consumer
inflation.
Our international Liquor distribution was still impacted by zero-COVID policies and
industry wide product scarcity that continued throughout the year. This impacted
especially the fourth quarter which is traditionally the strongest quarter given the
holiday season.
Segmental performance “ Consumer inflation lead to
a shift from the premium to
the main stream product
segment, impacting
margins in the Liquor
segment.”
Arben Hajrullahu
Managing Director B&S Liquors
Introduction About B&S Governance Financial statementsResults
78
B&S Group S.A.
Annual Report 2022
B&S Beauty
€ million (unless stated otherwise) FY 2022
reported
FY 2021
reported
Δ (%)
reported
Turnover 729.6 675.7 8.0%
Gross profit 126.3 126.7 (0.4%)
EBITDA 46.9 62.4 (24.8%)
EBITDA margin 6.4% 9.2%
B&S Beauty increased turnover mainly resulting from acquired growth (Europe
Beauty Group), yet saw margins slightly decrease driven by consumer inflation from
the second half of the year onwards. EBITDA declined significantly following the
lower margins combined with increased staff costs due to expansion of the online
B2C business. Q4 2022 turnover was better than Q4 2021 as a result of the
acquisition.
B2B and B2R sales were impacted by product scarcity and reduced spending levels.
Online B2C continued turnover growth, driven by international geographical
expansion. The EUR/USD exchange rate had a positive effect on sales levels in B2C.
Margin growth however was held back by higher marketing costs and consumer
inflation.
“ Online B2C continued to
grow turnover, while B2B
and B2R sales were
impacted by product
scarcity and reduced
spending levels.”
Willem Tuk
Managing Director B&S Beauty
Introduction About B&S Governance Financial statementsResults
79
B&S Group S.A.
Annual Report 2022
B&S Personal Care
€ million (unless stated otherwise) FY 2022
reported
FY 2021
reported
Δ (%)
reported
Turnover 301.7 276.4 9.1%
Gross profit 50.5 46.3 9.0%
EBITDA 25.7 25.3 1.6%
EBITDA margin 8.5% 9.1%
B&S Personal Care increased sales by 9.1% while gross profit increased by 9.0%
compared to FY 2021. This performance was driven by increased sales to key
clients and well managed stock positions.
Further sales growth was held back by high purchase prices of the private label
assortment due to raw material scarcity and increased transport costs.
EBITDA increased as well but growth was held back by higher deployment of
temporary workers.
“ Performance was driven
by increased sales to key
clients and well managed
stock positions.”
Bert Boersema
Managing Director B&S
Personal Care
Introduction About B&S Governance Financial statementsResults
80
B&S Group S.A.
Annual Report 2022
B&S Food
€ million (unless stated otherwise) FY 2022
reported
FY 2021
reported
Δ (%)
reported
Turnover 329.6 287.2 14.8%
Gross profit 33.2 36.2 (8.3%)
EBITDA (2.2) 3.1 (171.0%)
EBITDA margin (0.7%) 1.1%
In 2022, B&S Food increased sales with 14.8% over the full year compared to 2021.
Turnover growth was primarily driven by the Duty-free and Domestic markets within
our Brand Distribution services. Additionally, our Food Service distribution showed
signs of recovery, with the Maritime and in particular the Cruise business growing
post-Covid, compensating for the lack of growth in the Remote G&D business.
Throughout the year, digital transformation efforts have been prioritized which laid
the groundwork for our future as a data-driven distributor, focused on delivering
quality and added value services. Digital initiatives like EDI and B2B e-commerce
proved successful with over 33% of all orders being received digitally at year-end,
accounting for as much as 17% of the year’s turnover. The newly launched King of
Reach platform is expected to further streamline back-end operations, enhance our
competitive advantage, and create ample opportunities for data-driven, scalable
growth.
Gross profit decreased in absolute numbers and as a percentage of turnover due to
the one-off provisions totaling € 15.8 million. Excluding the provisions, normalized
gross profit increased as a result of the strong focus on sustainable margin business
amplified by the King of Reach platform approach. Normalized EBITDA stood at
€ 13.5 million (4%).
“ Turnover growth was
driven by Maritime
markets in our
Foodservice business
as well as the Duty-free
and Domestic markets in
our Brand Distribution
business.”
Maurice Riegel
Managing Director B&S Food
Introduction About B&S Governance Financial statementsResults
81
B&S Group S.A.
Annual Report 2022
B&S Health
€ million (unless stated otherwise) FY 2022
reported
FY 2021
reported
Δ (%)
reported
Turnover 47.6 46.7 1.9%
Gross profit 8.5 7.9 7.2%
EBITDA 1.7 1.9 (13.8%)
EBITDA margin 3.5% 4.1%
B&S Health increased turnover by 1.9%, with a margin increase of 7.2%. This was
driven by the recovery of the vaccine business. EBITDA margin significantly
decreased because of increased transportation costs in the export business that
could only partly be passed on to customers.
“ EBITDA margin significantly
decreased because of
increased transportation
costs in the export
business.”
Rogier van Duin
Managing Director B&S Health
Introduction About B&S Governance Financial statementsResults
82
B&S Group S.A.
Annual Report 2022
B&S Retail
€ million (unless stated otherwise) FY 2022
reported
FY 2021
reported
Δ (%)
reported
Turnover 89.9 42.5 111.5%
Gross profit 23.4 11.8 97.5%
EBITDA 2.8 (1.5) 284.5%
EBITDA margin 3.2% (3.5%)
B&S Retail managed to realise a doubling of turnover and gross profit as travel
restrictions over 2022 were lifted. This led to sharp increases in passenger numbers
and travel movements and increased spend per passenger. Also, new shops were
opened in 2022 that contributed to growth.
EBITDA almost tripled when compared to 2021, as the fixed cost base remained
largely in line with last year.
“ The lifting of travel
restrictions as well as new
shop openings resulted in
a doubling of turnover
and gross profit.”
Guus Jonge Poerink
Managing Director B&S Retail
Introduction About B&S Governance Financial statementsResults
83
B&S Group S.A.
Annual Report 2022
Balance sheet
€ million (unless stated otherwise) 31.12.2022 31.12.2021 Change
Intangible fixed assets 128.1 119.1 7.6%
Tangible fixed assets 50.0 38.1 31.2%
Right-of-use assets 77.9 60.7 28.3%
Financial fixed assets 7.9 6.3 25.4%
Non-current assets 263.9 224.2 17.7%
Inventory 416.9 381.8 9.2%
Trade receivables 176.3 195.0 (9.6%)
Cash and cash equivalents 38.7 12.5 209.6%
Other current assets 40.0 44.2 (9.5%)
Current assets 672.0 633.5 6.1%
Total assets 935.8 857.7 9.1%
Equity 306.9 303.3 1.2%
Non-current liabilities 312.6 291.7 7.2%
Current liabilities 316.3 262.7 20.4%
Total equity and liabilities 935.8 857.7 9.1%
Non-current assets
Non-current assets increased to € 263.9 million at year-end 2022, compared to
€ 224.2 million at the end of 2021. The increase is the result of the Group acquiring
70% of the shares of the France based beauty company Europe Beauty Group in
May 2022. Furthermore the increase as a result of investments in PPE mainly relate
to new shops in B&S Retail and a new warehouse in Atlanta for B&S Beauty. Right of
use assets increased mainly due to renewals of existing lease contracts.
Current assets
Current assets stood at € 672.0 million at year-end 2022, compared to € 633.5
million at year-end 2021.
The main increase in our current assets relate to an increased inventory position.
In 2021 with limited visibility on the market developments as a result of COVID-19
we minimalised the inflow of inventory. Inventory positions were influenced by the
scarcity in the market which was notable throughout 2022. The number of inventory
days decreased from 88 days in 2021 to 84 in 2022.
Net working capital decreased to € 456.2 million at year-end 2022, compared to
€ 470.1 million at year-end 2021, due to increased inventory position, offset by
decreased trade receivables and increased payables positions. Working capital in
days decreased from 101 days in 2021 to 86 days in 2022.
Introduction About B&S Governance Financial statementsResults
84
B&S Group S.A.
Annual Report 2022
Group equity
The Group’s equity increased to € 306.9 million at year-end 2022, compared to
€ 303.3 million at the end of 2021. During 2022, the Group paid € 15.2 million
dividend to owners of the Company (2021 € 8.5 million) and paid € 10.8 million
dividend to non-controlling interests (2021: € 11.9 million). Group equity was further
impacted for an amount of € 49.5 million as a result of the acquisition of the J.T.G.
Holding B.V. shares and the following conversion of the remaining 8.21% shares in
this company towards B&S Beauty B.V. shares. Furthermore Group equity was
impacted by changes in deferred payments with three minority shareholders for
written put options.
Non-current liabilities
Non-current liabilities stood at € 312.6 million at the end of 2022, compared to
€ 291.7 million at year-end 2021. The increase of the non-current liabilities is mainly
the result of higher lease liability as a result of renewals of existing lease contracts
and increased deferred payments.
Current liabilities
Current liabilities increased to € 316.3 million at year-end 2022, compared to
€ 262.7 million at the end of 2021, mainly the result of the increase in current
liabilities on bank debt.
Financing
B&S is financed through a combination of unsecured bank loans and unsecured
revolving credit facilities both on a committed and an uncommitted basis. Reference
is also made to note 24 of this annual report.
Net debt increased from € 294.7 million as per year-end 2021 to € 334.9 million as
per year-end 2022. Net debt / EBITDA ratio stood at 3.7 (FY 2021: 2.5).
It should be noted that Net debt / Adjusted EBITDA ratio, calculated in accordance
with the definition used by the banks for the determination of the covenant stood at
3.5, within covenant <4.0.
Cash Flow
€ million (unless stated otherwise) 2022 2021
Net cash from operations 98.8 14.8
Net cash from investing activities (77.7) (23.8)
Net cash from financing activities 5.1 (17.3)
26.2 (26.3)
Investing activities mainly related to the payment of the acquired minority shares of
JTG (acquired as per 2021, with deferred payment in 2022) and the acquisition of
70% of the shares of Europe Beauty Group and the investments in new shops in B&S
Retail and equipment for the new warehouse in Atlanta for B&S Beauty.
Financing activities mainly related dividend payments to both the shareholders of
B&S Group and the minority shareholders, offset by changes in credit facilities.
Introduction About B&S Governance Financial statementsResults
85
B&S Group S.A.
Annual Report 2022
Divided proposal
At the Annual General Meeting to be held on May 22, 2023, B&S will propose the
payment of € 0.12 per share, in cash (subject to withholding tax if applicable). This
translates into a pay-out ratio of 40% of the annual results attributable to the
owners of the Company.
Outlook 2023
We continue to see uncertainties related to inflation and we expect the consumer
buying behaviour to remain a factor impacting turnover and margin levels in 2023.
It should be noted that the 2022 reported matters relating to the governance of the
Company will, in line with the 2022 results and financial position, not have any direct
material impact on the 2023 results nor on the financial position of the Company
in 2023.
For 2023 B&S projects continued topline growth yet less steep as 2022, and slight
improvement in gross margin when compared to 2022. This will be driven by
focusing on higher margin business rather than volume sales. Provided market
circumstances will not substantially worsen, organic turnover growth projections of
7.5% are expected to be feasible. However, given the rising interest rates and
economic uncertainty we do not expect to meet the 7.5% acquisitive turnover
growth target.
Staff costs are expected to increase while we anticipate other operating expenses
to remain at similar levels in 2023 through enhanced focus on cost control
management.
Introduction About B&S Governance Financial statementsResults
B&S Group S.A.
Annual Report 2022
86
Governance
Introduction About B&S Results Financial statementsGovernance
87
B&S Group S.A.
Annual Report 2022
Corporate Governance
B&S operates a two-tier board structure, managed by an Executive Board and
supervised by a Supervisory Board. At the time of this publication the Executive
Board comprised three members and the Supervisory Board comprised three
members.
The Executive Board and Supervisory Board are responsible for the Company’s
corporate governance structure. The corporate governance of B&S is determined
by Luxembourg Law, the Articles of Association, and – as these are underwritten
by the Company - by the regulations of the Dutch Corporate Governance Code
(the ‘Code’).
Review of governance policies and practices
As per the end of 2022, a financial relation between - at that time CEO of B&S - and
a company owned by the majority shareholder of B&S surfaced that should have
been disclosed in the Annual Report of 2020 and 2021. Along with several other
critical publications in the media, this required the appropriate attention of the
Boards.
As a result, the Executive Board and Supervisory Board (the Boards) initiated a
review into the Company’s corporate governance policies and practices at the end
of 2022. All parties concerned have provided full cooperation.
The review, which was concluded in March 2023, showed that several transactions
had existed between the majority shareholder (directly or indirectly) with
management members that should have been disclosed in the Annual Reports of
B&S. These are specified as follows;
Five financial relations between B&S management and majority
shareholder
Five transactions were identified in the review involving management and (directly
or indirectly) the majority shareholder. In addition to these management
transactions, two loans were provided to employees. B&S was not involved in any
manner in one of these transactions. All transactions originated prior to the financial
year 2022.
These transactions that should have been disclosed are as follows:
x 1,000 31.12.2022
Originating
year
Transaction
value
Balance
outstanding
1 – Bonus payment 2018 1,000 n/a
2 – Mortgage loan 2020 2,900 2,900
3 – Investment loan 2020 2,500 -
4 – Option agreement 2020 2,500-6,300 n/a
5 – Personal loan 2020 2,050 -
6 - Personal loan 2020 20 -
7- Mortgage loan 2020 90 90
1 – Bonus payment
Mid 2018, an Executive Board member received a Bonus payment directly from the
majority shareholder amounting to € 1 million for special services that he had
rendered to B&S.
Introduction About B&S Results Financial statementsGovernance
88
B&S Group S.A.
Annual Report 2022
2 – Mortgage Loan
During 2020, B&S CEO at the time received a Mortgage Loan of € 2.9 million
indirectly from the majority shareholder. This Mortgage Loan has a term of 30 years,
has no re-payment schedule and carries a fixed interest of 0.75% per annum.
The Mortgage Loan has been evaluated by a reputable Dutch financial institution.
This external expert concluded that the amount of the Loan fits within the criteria of
a regulated bank, based on property value (Loan to value) and base income.
The external expert also concluded that, although less common, a 30-year interest-
only mortgage for more than 50% of the property value could have been obtained
at that time, provided there would be additional pledges. However, taking into
account all aspects of the Mortgage Loan, the external expert concluded that a
regulated bank would not have been able to issue a comparable mortgage loan.
As such it has been concluded that the Mortgage Loan was not at arm’s length.
In January 2023, parties entered into a Settlement Agreement in which it has been
agreed between the parties that the Mortgage Loan will be refinanced by a third
party.
3&4 – Investment Loan and corresponding Option Agreement
In December 2020, a private entity of the majority shareholder transferred part of its
investment in an externally managed investment fund in the name of B&S CEO at
the time for a consideration of $ 2.5 million whereby the transfer price was
converted into a loan. The Loan did not have a fixed term, carried an interest rate of
1.5% and had the investment as a pledge. At the same moment, parties entered into
an Option Agreement under which B&S CEO at the time would be able to sell back
the investment for a minimum consideration of $ 2.5 million, and whereby the
majority shareholder indirectly would have the option to buy back the investment at
fair market value, with the total consideration not exceeding $ 6.25 million.
In January 2023, parties entered into a Settlement Agreement in respect of the
above. Early 2023 (with effective date January 1, 2023) the investment has been
transferred back to the legal entity of the majority shareholder for a consideration of
$ 2.5 million, therewith settling the Investment Loan. The option agreement has
been cancelled.
5 – Private Loan
In 2020, the majority shareholder (indirectly) provided a personal loan to a member
of the B&S Leadership Team for a total amount of € 2 million. The total outstanding
loan balance was re-paid early 2022.
6 – Private Loan
In 2020, the majority shareholder (indirectly) provided a personal loan to an
employee of B&S for a total amount of € 20,000.
7 – Mortgage Loan
In 2020, the majority shareholder (indirectly) provided a mortgage loan to an
employee of B&S for a total amount of € 90,000.
Related party rental agreements
During the review, certain rental agreements were identified and assessed.
For such related party transactions, B&S has designed and implemented a control
procedure to ensure that transactions with related parties are entered into at arm’s
length. The control procedure in place requires pre-approval of related party
transactions by local Management, the Executive Board, and/or the Supervisory
Board, depending on the size and nature of the transaction. The procedure
prescribes that each transaction’s arm’s length basis must be substantiated upfront
before the transaction can be entered into.
During 2022, two related party rental agreements were renewed for which the
related party procedure was not adhered to properly. In one case - a rental
agreement with B&S’ majority shareholder and subsidiary minority shareholders/
management as landlord - the procedure was followed, however it was not adhered
to timely (not documented timely). In the other case, for which the landlord was
B&S’ majority shareholder, the related party procedure was not adhered to properly.
Introduction About B&S Results Financial statementsGovernance
89
B&S Group S.A.
Annual Report 2022
The Company asked independent valuators to evaluate the arm’s length basis
(market conformity) of these transactions. Based on this evaluation these
transactions have been concluded to be at arm’s length basis. Please refer to
note 33 for the related party transaction overview.
Duality of roles
As a separate category, the Company had noted a number of duality of roles as
some of the Company’s employees also occasionally performed services for entities
of the majority shareholder. These services were concluded to be non-material over
the past years as part of the Company’s related party transaction analysis, but in
light of the examination, the Company decided to re-evaluate the period since 2018
in full. The Company performed an in-depth analysis of the noted duality of roles
from 2018 up to and including 2022 and invoiced Sarabel Invest S.àr.l. for these
services for the period concerned. This resulted in a correction (an additional
income) of € 0.4 million in the 2022 results, relating to the financial years 2018-
2021. For 2022, the costs have been paid by the majority shareholder within the
year. As per the end of 2022, all these dual roles have been cancelled.
Conclusion
The Company has now concluded its review, leading to full disclosure of all material
transactions. All transactions that were found to be not at arm’s length have been
settled and/or terminated. Upon conclusion of this examination, (March 2023) there
were no financial relationships between Executive Board members or management
and the majority shareholder.
Based on the findings in the review, the Boards have taken action to strengthen B&S
policies and practices to prevent such transactions in the future. The measures
taken, among others, are:
ը
The Company will establish new onboarding procedures and training for all
employees on the Company’s Code of Business Ethics; the Company has put
more strict adherence safeguards in place to ensure adherence to the
Company’s related party transaction procedures and controls;
ը
The Executive Board has entered into separate agreement with the majority
shareholder that the majority shareholder will not directly or indirectly enter into
any contract with any key management member or legal entity of B&S or any of
the B&S subsidiaries without the prior written approval of the Executive Board of
B&S;
ը
All management members need to confirm twice a year in writing that no
financial and/or other agreements with B&S’ majority shareholder directly or
indirectly have been entered into;
ը
The governance around rental contracts will be further improved.
Last but not least it is important to understand that the above disclosed
transactions have not directly materially disadvantaged B&S in any manner.
Introduction About B&S Results Financial statementsGovernance
90
B&S Group S.A.
Annual Report 2022
Changes in 2022
In August 2022 CFO and Executive Board member Peter Kruithof resigned effective
October 31, 2022 to pursue other career opportunities. Subsequently, Mark Faasse
was appointed as CFO as of November 1, 2022. He will be officially appointed to the
Executive Board, upon proposal of the Supervisory Board, in the Annual General
Meeting (AGM) of 2023. Mark joined B&S in 2014 as Financial Director and holds
over 15 years of experience in senior financial and managerial roles.
On September 2, 2022 Supervisory Board member Rob Cornelisse resigned from
his position for personal reasons, effective immediately.
In a press release dated October 3, 2022, it was announced that majority
shareholder Sarabel requested an Extraordinary General Meeting (EGM) to remove
Jan Arie van Barneveld as member and chairman of the Supervisory Board.
The request from Sarabel followed on a difference of opinion between the
Supervisory Board and Sarabel on the assessment made by the Supervisory Board
of a confidential non-binding indicative offer (‘the offer’) for all the B&S’ assets and
liabilities (including its full operating business) from Sarabel. This offer was rejected
by the Company and subsequently withdrawn by Sarabel on August 31, 2022
1
.
Subsequently, on October 17, 2022 B&S published a press release regarding the
conditional resignation of independent Supervisory Board member Kitty
Koelemeijer. The resignation of Kitty Koelemeijer would become effective
conditional upon the EGM adopting the dismissal of the chairman of the
Supervisory Board.
Composition of the Boards
The EGM which was originally scheduled for November 15, 2022 was adjourned
following a request on November 8, 2022 from shareholders together holding at
least 10% of the issued and outstanding share capital of B&S to adjourn the EGM.
The EGM was then held on December 15, 2022 and the resolution to dismiss the
chairman of the Supervisory Board was adopted. Consequently, the resignation of
Kitty Koelemeijer became effective as well.
On December 19, 2022, the Supervisory Board, at that time consisting of Willem
Blijdorp and Leendert Blijdorp, announced it had appointed Derk Doijer as Chairman
of the Supervisory Board and member of the Selection, Appointment and
Remuneration Committee and the Audit and Risk Committee with immediate effect.
The appointment was made by co-optation in accordance with the applicable law
of the GD of Luxembourg and B&S’ Articles of Association. Derk Doijer continues
the term of his predecessor Jan Arie van Barneveld, ending after the AGM to be
held in 2026. His appointment is to be confirmed by the shareholders of the
Company at the AGM of 2023.
On December 30, 2022, the Supervisory Board (consisting of Derk Doijer, Willem
Blijdorp and Leendert Blijdorp) announced it had appointed Bert Tjeenk Willink as
member of the Supervisory Board and Chairman of the Selection, Appointment and
Remuneration Committee with immediate effect. This appointment was also made
by co-optation. Bert Tjeenk Willink continues the term of his predecessor Kitty
Koelemeijer, ending after the AGM to be held in 2025. The appointment of Bert
Tjeenk Willing is to be confirmed at the AGM of 2023.
Derk Doijer and Bert Tjeenk Willink comply with the Code’s independence criteria
and the profile for B&S’ Supervisory Board members.
1
On September 15, 2022, Sarabel initially requested B&S to convene a General Meeting of Shareholders to
remove Jan Arie van Barneveld and Kitty Koelemeijer from their position as members of the Supervisory
Board and to appoint two new members to the Supervisory Board. That request was withdrawn on the
same date, September 15, 2022.
Introduction About B&S Results Financial statementsGovernance
91
B&S Group S.A.
Annual Report 2022
Changes in Q1 2023
In the last quarter of 2022 the Company noted the existence of a mortgage loan of
its (former) CEO Tako de Haan from the Company’s majority shareholder, which was
not disclosed in line with the Company’s policies regarding (potential) conflicts of
interest. The Company subsequently decided to initiate a careful review of its
control framework and governance practices during the preparation of the 2022
Annual Accounts as presented in this report. In this review, several matters relating
to the governance of the Company were identified that could potentially entail a
conflict of interest. These matters required additional disclosure that can be found
in the “Review of governance policies and practices” section of the corporate
governance chapter. The Company decided that even though certain matters were
not strictly forbidden according to its framework - provided they are disclosed
properly - they formed an undesired situation from a Corporate Governance
perspective. In the best interest of the Company, CEO and Chairman of the
Executive Board Tako de Haan and Vice-Chairman of the Supervisory Board Willem
Blijdorp decided to resign from their respective positions on February 19, 2023 with
immediate effect.
Bas Schreuders, Executive Board member since 2012, was appointed interim CEO,
until the Supervisory Board appoints a successor. Bert Tjeenk Willink was appointed
as the Vice-Chairman of the Supervisory Board.
Further envisaged changes during 2023
The Supervisory Board (consisting of Derk Doijer, Bert Tjeenk Willink and Leendert
Blijdorp) has started a recruitment process for a new CEO and for two additional
Supervisory Board members that are independent under the meaning of the
Corporate Governance Code to bring necessary balance to the current Supervisory
Board composition. With these envisaged changes, the Company is progressing
well to complete its goal to establish an updated and robust governance framework
which is fully in line with the Dutch Corporate Governance Code and the practices
of a listed Company.
Introduction About B&S Results Financial statementsGovernance
B&S Group S.A.
Annual Report 2022
92
Niels Groen, M (1987)
Position: Member of the Executive Board since
2017 (re-appointed in 2020) and Managing
Director. In his role as member of the Executive
Board he shares his B&S experience of 10+
years on the complex environment in which the
Company operates, international business
conduct and specifically B&S’ emerging markets
operations and its associated risks.
End of current term: 2024
Nationality: Dutch
Previous positions held: Started at B&S in 2011,
held several senior finance positions before
becoming Managing Director in 2020 for the
Dubai operation of the Company.
Bas Schreuders, M (1954)
Position: Member of the Executive Board since
2012 (re-appointed in 2020),Senior Counsel and
interim CEO. In this role he holds responsibility for
legal affairs and temporarily assumes the
responsibility for corporate strategy, IT, business
development, marketing and human resources
until a new CEO is appointed.
End of current term: 2024
Nationality: Dutch
Other position: board member at Paladin
European Cyber Holdings S.à r.l.
Previous positions held: CEO of Intertrust Group
until 2010, several senior management positions
at BNP and MeesPierson Bank & Trust.
Composition of the Executive Board
as per February 19, 2023
1
1
Tako de Haan was CEO for the full financial year 2022 but resigned February 19, 2023 with immediate effect.
2
Official appointment to the Executive Board, upon proposal of the Supervisory Board to be confirmed in the AGM of 2023
Mark Faasse, M (1981)
2
Position: CFO since November 2022. In his role
as CFO he holds responsibility for finance, tax,
internal audit, treasury and risk management.
Nationality: Dutch
Previous positions held: Finance Director and
member of management team B&S since 2014,
Before B&S he was an external auditor at Deloitte.
Introduction About B&S Results Financial statementsGovernance
B&S Group S.A.
Annual Report 2022
93
Leadership Team
The Leadership Team of B&S supports the Executive Board in their day-to-day decision making. The team consists of the
non-statutory C-level functions and segmental Managing Director functions. The Leadership Team consists of:
Arben Hajrullahu, M (1974)
Chief Commercial Officer and
Managing Director B&S Liquors
Ken Lageveen, M (1977)
Chief Operations Officer
Willem Tuk, M (1969)
Managing Director B&S Beauty
Rogier van Duin, M (1972)
Managing Director B&S Health
Bert Boersema, M (1971)
Managing Director B&S
Personal Care
Guus Jonge Poerink, M
(1977)
Managing Director B&S Retail
Maurice Riegel, M (1978)
Managing Director B&S Food
Introduction About B&S Results Financial statementsGovernance
B&S Group S.A.
Annual Report 2022
94
Leendert Blijdorp, M (1988)
First appointed: 2021
End of current term: 2025
Nationality: Dutch
Committees: Audit & Risk committee (chair)
Position: several board and committee member
positions in companies related to Sarabel Invest
S.à r.l.
Derk Doijer, M (1949), Chairman
First appointed: 2022
End of current term: 2026
Nationality: Dutch
Committees: Selection, Appointment and
Remuneration Committee (member), Audit and
Risk Committee (member)
Last position held: member of the Executive
Board of SHV Holdings until 2004
Other positions: Chairman of the Supervisory
Board of Lucas Bols until 2020, member of the
Supervisory Board of Ahold until 2016,
and Chairman of the Supervisory Board of Corio
until 2015.
Composition of the Supervisory Board
as per February 19, 2023
1
1
Willem Blijdorp was Vice-Chairman of the Supervisory Board for the full financial year 2022 but resigned February 19, 2023 with immediate effect.
Mr. Willem Blijdorp, through Sarabel Invest S.à. r.l. (‘Sarabel’), at year-end 2022 held 67.26% of the shares in B&S Group S.A. Mr. Leendert Blijdorp at year-end 2022 held 0.53% of the shares in B&S Group S.A.
The other Supervisory Board members do not hold any ordinary shares or rights to obtain ordinary shares.
Bert Tjeenk Willink, M (1960),
Vice Chairman
First appointed: 2022
End of current term: 2025
Nationality: Dutch
Last position held: CEO of Stada Arzneimittel
GmbH until 2017
Committees: Selection, Appointment and
Remuneration Committee (chair)
Other positions: Chairman of Non-Executive
Board of Allecra Therapeutics GmbH, Chairman
of the Board of BioSana Pharma B.V.,
Non-Executive Board Member of JoyDew LLC,
Advisory Board position for a health care focused
private equity fund.
Introduction About B&S Results Financial statementsGovernance
95
B&S Group S.A.
Annual Report 2022
Executive Board
The Executive Board is responsible for day-to-day management, strategy and
advocacy of general stakeholders’ interests. The Executive Board may perform all
acts necessary or useful for achieving the Company’s corporate purposes, except
those expressly attributed to the General Meeting or Supervisory Board under
Luxembourg legislation or the Articles of Association.
Composition, appointment and dismissal
The Articles of Association provide that the Executive Board must consist of at least
two members. At the time of the publication of this report, the Executive Board
consisted of three members (of which the appointment of the CFO is to be
confirmed by the AGM in May 2023).
The composition of the Executive Board and information about its members is
provided on page 92 of this Annual Report.
Members of the Executive Board are appointed for a maximum period of four years
and may be reappointed for an unlimited amount of times, each time for a maximum
of four years.
A member of the Executive Board may be removed or replaced with or without
cause, at any time, by a resolution adopted by the Supervisory Board or by the
General Meeting of Shareholders.
No member can simultaneously be a member of the Executive Board and the
Supervisory Board. However, in the event of any vacancy at the Executive Board,
the Supervisory Board may appoint one of its members to act on the Executive
Board until the following General Meeting. During that period, the duties of this
person within the Supervisory Board will be suspended.
Meetings and decision-making
In the financial year under review, the Executive Board had 14 formal meetings.
The functioning of and decision-making within the Executive Board are governed by
the Executive Board Rules, which can be found on the corporate website.
The Company has an IT steering committee in place that assists the Executive
Board in its oversight of the Company’s IT function and prepares recommendations
for the Company’s IT policy.
Supervisory Board
The Supervisory Board is responsible for supervising and providing advice to the
Executive Board. The Supervisory Board regularly discusses the strategy,
the implementation of the strategy and the principal risks associated with it.
The Supervisory Board includes an account of its involvement in the establishment
of the strategy, and how it monitors its implementation in its report, which can be
found under ‘Supervisory Board report’.
Composition, appointment and dismissal
The Articles of Association provide that the Supervisory Board must consist of at
least three members. At the time of the publication of this report, the Supervisory
Board consisted of three members. The composition of the Supervisory Board and
information about its members is provided on page 94 of this Annual Report.
Members of the Supervisory Board are appointed for a maximum period of four
years and may be reappointed for a maximum period of four years. A Supervisory
Board member may then subsequently be reappointed for a period of two years.
This reappointment may be extended by a maximum of two years.
For reappointment after an eight-year period, reasons must be provided in the
report of the Supervisory Board.
Introduction About B&S Results Financial statementsGovernance
96
B&S Group S.A.
Annual Report 2022
A member of the Supervisory Board may be removed or replaced with or without
cause, at any time, by a resolution adopted by the General Meeting of Shareholders.
In the event of one or more vacancies in the Supervisory Board because of death,
resignation, or otherwise, the remaining members of the Supervisory Board may
appoint one or more members of the Supervisory Board, as the case may be,
to temporarily fill any such vacancy until the next General Meeting of Shareholders
where a new member of the Supervisory Board will be appointed upon proposal by
the Supervisory Board, subject to compliance with any applicable nomination rights
as set out in the Articles of Association.
Meetings and decision-making
The Supervisory Board shall meet at least four times a year and as often as the
business and interests of the Company require. Unless the Chairman decides
otherwise, Supervisory Board meetings shall be attended by all members of the
Executive Board. The Supervisory Board held 16 formal meetings in the financial
year under review.
In accordance with the Articles of Association, the functioning of and decision-
making within the Supervisory Board are governed by the Supervisory Board Rules
that can be found on the corporate website.
The Supervisory Board can only validly adopt resolutions if at least two of its
members are present or represented at a meeting duly convened in accordance
with the Articles of Association and Luxembourg Law.
Resolutions of the Supervisory Board may also be adopted outside of a meeting,
provided that such resolutions are adopted in writing and signed by each member
of the Supervisory Board. Pursuant to the Articles of Association, certain specified
resolutions of the Supervisory Board require the affirmative vote of majority
shareholder Sarabel as long as it holds at least 30% of the ordinary shares.
Committees
The Supervisory Board has established two committees from its members: the
Audit and Risk Committee and the Selection, Appointment and Remuneration
Committee. Their task is to assist and advise the Supervisory Board in fulfilling its
responsibilities. These committees are governed by charters drawn up in line with
the Code and can be found on the corporate website. The present composition of
the committees is provided in this Annual Report under ‘Supervisory Board report’.
Remuneration
The remuneration of the Supervisory Board members is determined by the General
Meeting of Shareholders. The General Meeting may grant a fixed remuneration to
members of the Supervisory Board which is not dependent on the results of the
Company and may grant an additional fixed remuneration to the Chairman and the
Vice-chairman. The remuneration of the Supervisory Board members should reflect
the time spent and the responsibilities of their role.
Diversity
In the composition of the Boards, B&S strives for complementarity, pluralism and
diversity regarding age, gender and background. The main aim is to create a
balanced and diverse mix of knowledge, skills, expertise and personal characters.
The Company views diversity as a relevant mix of required elements that evolves
with time, based on business objectives and future needs of the Company. B&S
treats diversity of the Boards as means for improvement and development and
commits to the objectives of the relevant best practice provisions of the Code (2.1.5
and 2.1.6). In the recruitment of new Supervisory Board members, the Supervisory
Board took into account these views.
Derk Doijer has significant Supervisory Board membership experience gained at
Ahold, Corio and Lucas Bols. He also has extensive experience in the international
consumer goods industry through his 30 years in senior positions with Makro (part
Introduction About B&S Results Financial statementsGovernance
97
B&S Group S.A.
Annual Report 2022
of SHV Holdings) and as member of the Executive Board of Directors of SHV
Holdings. As such, Derk Doijer has a solid understanding of B&S’ business
environment. In addition, his background in governance, compliance and risk
management will bring substantial added value to the Supervisory Board.
Bert Tjeenk Willink has significant Supervisory Board membership experience
gained in the pharmaceutical and biotech industry and multiple start-ups in
different sectors. He gained 30 years of experience in the pharmaceutical industry,
for instance, with multinational Boehringer Ingelheim GmbH as Member of the
Board of Managing Directors. With his extensive experience in multiple managerial
roles within large international organisations and his broad strategic and operational
experience in marketing & sales and business development, he will bring substantial
added value to the Supervisory Board.
Board conflicts of interest
Conflicts of interest should be handled in accordance with Art. 28 of the Articles of
Association. If a member of the Executive Board or the Supervisory Board has a
direct or indirect financial interest opposite to the interest of the Company in any
transaction that requires approval from the Executive Board or the Supervisory
Board, he or she should inform the Boards as per Art. 28.1 of the Articles of
Association. The member may not take part in the deliberations relating to the
transaction and may not vote on transaction related resolutions. For details on these
transactions, reference is made to note 33 of the financial statements in this report.
These transactions were compliant with arm’s length principles. The following
transactions were reported:
ը
During the EGM on December 15, 2022 conflicts of interest were declared in
connection with the confidential non-binding indicative offer received from its
shareholder Sarabel on July 6, 2022.
ը
The following Supervisory Board members who have consequently abstained
from deliberations and vote in respect of the offer:
ը
Mr. Willem Blijdorp, who has declared an interest in the potential transaction
contemplated by the Offer by virtue of his position as a director of Sarabel
and his controlling interest in Sarabel.
ը
Mr. Leendert Blijdorp, who has declared an interest in the potential
transaction contemplated by the Offer by virtue of having a relative by blood
in the first degree that is a member of the management board or supervisory
board – or is a representative in some other way – of a legal entity which
holds at least ten percent of the shares in B&S.
The independent members of the Supervisory Board, together with the designated
Executive Board members, reviewed and assessed the offer in consultation with
legal and financial advisors, in accordance with their responsibilities and fiduciary
duties and taking into account the interests of the Company and all its stakeholders,
and rejected the offer on July 19, 2022. Sarabel has withdrawn the offer in its letter
dated August 31, 2022. Mr. Bas Schreuders, Executive Board member, has also
declared an interest (taking a prudent approach and despite such interest not being
personal nor financial) in the potential transaction contemplated by the offer by
virtue of his capacity as a director of Sarabel and has therefore abstained from
deliberations and vote within the Executive Board in respect of the Offer. It was
further noted on behalf of the Executive Board that the designated Executive Board
members, together with the independent members of the Supervisory Board,
reviewed and assessed the offer in consultation with legal and financial advisors in
accordance with their responsibilities and fiduciary duties and taking into account
the interests of B&S and all its stakeholders, and rejected the offer.
In addition to the transactions described above, other transactions that entail a
potential conflict of interest have been identified, following the review of the
Company’s governance practices and policies. This review was initiated as financial
relations of B&S management and majority shareholder Sarabel Invest S.à. r.l.,
the investment vehicle of Willem Blijdorp, surfaced during 2022 that previously had
not been disclosed. Such relations could indicate a (potential) conflict of interest,
Introduction About B&S Results Financial statementsGovernance
98
B&S Group S.A.
Annual Report 2022
based on the Company’s policies as well as the Dutch Corporate Governance Code.
The review into such matters can be found in the “Review of governance policies
and practices” section of this report.
Herewith, the Code’s best practice provisions regarding (reporting of) conflict of
interests have been complied with.
General Meeting of Shareholders
At least once a year, the Company convenes a shareholder meeting.
The Executive Board and Supervisory Board ensure that the General Meeting of
Shareholders is properly informed and advised. The Company has, in accordance
with best practice provision 4.2.2 of the Code, drawn up a Policy on bilateral
contacts.
Shareholders who individually or jointly hold at least 5% of the issued share capital
have the right to place items on the agenda and submit proposals for items included
in the agenda. The Company will include the item on the agenda if it receives the
substantiated proposal in writing clearly stating the item to be discussed, or a draft
resolution, in writing at least 22 days prior to the meeting date.
The main powers of the General Meeting relate to:
ը
the composition, appointment and dismissal of members of the Executive Board
and the Supervisory Board;
ը
approval of the remuneration policy of the Executive Board and the Supervisory
Board;
ը
the adoption of the annual financial statements and declaration of dividends on
Ordinary shares;
ը
discharge from liability of the members of the Executive Board and the
Supervisory Board;
ը
any transaction or measure entailing an important change of the identity or
character of the Company;
ը
the issuance of ordinary instruments under the Ordinary Shares Authorised
Capital in the excess of 10% maximum set out in Art. 6.3(i) in the Articles of
Association;
ը
amendments to the Articles of Association in accordance with Art. 12.3 in the
Articles of Association.
For more information about the powers of the General Meeting, the Policy on
bilateral contacts as well as Articles of Association, please visit our corporate
website.
Share capital
The authorised share capital of the Company consists of one single category of
shares: ordinary shares. All issued shares are fully paid up and each share confers
the right to cast a single vote in the General Meeting. At year-end 2022, the total
number of issued ordinary shares was 84,177,321.
The ordinary shares are freely transferable at the stock exchange of Euronext
Amsterdam.
Share ownership rights
There are no special control rights or restrictions on voting rights attached to the
ordinary shares. However, shareholder Sarabel Invest S.à. r.l. (‘Sarabel’) has a right
to nominate candidates for appointment as members of the Supervisory Board.
Pursuant to Luxembourg law, if Sarabel, when making use of this nomination right,
includes at least two candidates for each position in the proposal for appointment
to the Supervisory Board, the General Meeting has to appoint one of the proposed
candidates.
Introduction About B&S Results Financial statementsGovernance
99
B&S Group S.A.
Annual Report 2022
Furthermore, the Articles of Association require the affirmative vote of the current
majority shareholder Sarabel in respect of reinforced approval matters of the
Supervisory Board as long as it holds at least 30% of the ordinary shares.
There are no specific powers for the Executive Board and Supervisory Board to
issue or buy back ordinary shares.
Preference shares
For a period of five years, starting March 22, 2018, the Executive Board, as per
Article 6 of the Articles of Association, is authorised to issue preference shares to a
foundation (Stichting Continuïteit B&S Company) up to a total number of voting
rights, after the issue, of 33.33%. The object of the foundation is limited to the
protection of the interests of (i) the Company, (ii) the business connected therewith
and (iii) all involved stakeholders. Contravening influence threatening the continuity,
independence, or identity shall be averted as much as possible. The Executive
Board may only issue preference shares with the prior written consent of the
current majority shareholder Sarabel as long as it holds at least 30% of the ordinary
shares. In 2022, no preference shares were issued.
Share transactions by management
The chart of transactions by persons discharging managerial responsibilities
(PDMR), which are members of the Executive Board and Supervisory Board of B&S
Company S.A., is available on our corporate website. This overview contains any
significant direct and indirect shareholdings within the meaning of the Transparency
Directive.
Major shareholdings
The Dutch Financial Supervision Act and the Luxembourg Transparency law require
investors who hold a share interest or voting interest exceeding (or falling below)
certain thresholds to (inter alia) notify their interest with the Authority for the
Financial Markets (AFM) in the Netherlands and the Commission de Surveillance du
Secteur Financier (CSSF) in Luxembourg. This information is included in this Annual
Report under the section “Share Information”.
Financial reporting and role of the auditor
Annual financial statements as prepared by the Executive Board must be examined
by an external certified auditor before being presented to the General Meeting for
adoption.
The General Meeting has the authority to appoint the auditor. The Supervisory
Board nominates the auditor for (re-)appointment by the General Meeting, taking
into account the advice of the Audit and Risk Committee. The auditor’s assignment
and remuneration are resolved on by the Supervisory Board, on the
recommendation of the Audit and Risk Committee.
The external auditor attends Audit and Risk Committee meetings and meetings of
the Supervisory Board in which the annual financial statements are to be approved
and the year-end audit report of the external auditor is discussed. Half-year results
and reports are discussed with the Audit and Risk Committee in the presence of the
external auditors prior to publication.
Compliance with the Dutch Corporate Governance Code
As a public limited liability company organised under the laws of the Grand Duchy of
Luxembourg, the Company is not subject to the Code. However, we acknowledge
the importance of good governance and are committed to complying with the
principles as set out in the Code. The Executive Board and Supervisory Board
believe deviations or qualifications of some individual provisions of the Code are
justified. These deviations or qualifications are explained below.
Introduction About B&S Results Financial statementsGovernance
100
B&S Group S.A.
Annual Report 2022
Deviations from the Code as per February 19, 2023
Cancelling the binding nature of a nomination or dismissal
Pursuant to the Articles of Association, shareholder Sarabel has a right to nominate
candidates for appointment as members of the Supervisory Board. Contrary to best
practice principle 4.3.3., it is not possible under Luxembourg law to set aside the
binding nature of this nomination right.
Outlook 2023 for compliance with the Code
B&S will continue to comply with the Code as updated on December 20, 2022.
We are currently in the process of assessing the updated Code and the possible
implications for our governance structure, practices, policies and communications.
As required, we will report on compliance in line with the Code in the 2023 annual
report based on the ‘comply or explain’ principle.
Sustainability Governance
B&S has a corporate sustainability team responsible for advising on the
development of the corporate sustainability strategy and target setting,
and subsequently for initiating projects and updating executive committees about
progress made. COO Ken Lageveen is overall responsible for the execution of the
“Reach with Impact” sustainability strategy. The CEO and Executive Board validate
the sustainability strategy and are updated on a periodic basis about progress
made and which next steps to take.
In 2023, the governance structure of sustainability will be further integrated into
management steering and oversight as well as various segment teams.
The Supervisory Board will receive periodic updates, reviews whether the right
trajectory is followed and signals whether any emerging sustainability issues need
to be considered.
The Audit & Risk Committee will be responsible for overseeing and advising on
transparent non-financial reporting and following regulatory sustainability reporting
requirements. In this they are supported by the sustainability manager and the
internal audit department.
Relevant documents on
corporate website
ը
Articles of Association
ը
Executive Board Rules
ը
Supervisory Board Rules
ը
Charters of Committees
ը
Profile Supervisory Board
ը
Bilateral Contacts policy
ը
Code of Business Ethics
ը
Whistleblower Policy
Introduction About B&S Results Financial statementsGovernance
101
B&S Group S.A.
Annual Report 2022
B&S is a globally operating listed Company with a focus on long term value
creation. Being active in many different markets worldwide inherently entails
risks, not only in the specific markets we are active in but also with regard to
business strategy.
Companywide strategic objectives are defined by the Executive Board and include
the encouragement of entrepreneurship and accountability on segmental level.
The Executive Board, supported by the Leadership Team, has in place a well-
embedded risk management and internal control system to continuously evaluate
the degree to which the Company is in control. This helps to identify and mitigate
potential risks and to balance risk and reward in line with the Company’s risk
appetite.
We have reviewed our risk descriptions for these principal risks over the year.
As part of that, management has evaluated the potential impact of global political
and economic uncertainties on the risk assessment as well. The Company also
initiated a careful review of its control framework and governance practices
including avoiding conflict of interest. Furthermore, based on recent publications in
several newspapers, we have reassessed the potential impact of these publications
on our risk assessment. As a result, we enhanced the descriptions where relevant to
reflect these developments further. Other principal risks remain largely unchanged
from last year.
Risk appetite
In general, B&S adopts a conservative approach to risk-taking within an
entrepreneurial setting. The risk appetite differs per risk category and is defined as
follows:
ը
To achieve strategic objectives, the Company accepts associated risks up to a
moderate level
ը
The Company seeks to minimise the risks of operational failures within its
business processes
ը
With respect to compliance risks, the Company takes a risk averse stance
ը
Financial risks are mitigated through a cautious financing structure and stringent
cash management policy
There may be risks or risk categories currently identified as not having a significant
impact on the business but could develop into main risks in the future. The objective
of the Company’s Enterprise Risk Management model (‘ERM model’) is to timely
identify changes in risk profiles so that appropriate measures can be taken.
The main risks per category are described below.
Risk Management
Risk appetite Averse Low Moderate High
Strategic
Operational
Compliance
Financial
Introduction About B&S Results Financial statementsGovernance
102
B&S Group S.A.
Annual Report 2022
Risk Description Risk appetite
Strategic
International nature The risk that trade protection measures, changes in taxation policies, or other regulations will negatively
impact revenues
Managing growth The risk that the Company is unable to manage sustainable organic and acquisitive growth
Reputation The risk of an incident occurring that will harm the B&S Company brand
Sustainability performance The risk of lack of progress made on the implementation of sustainability programmes, materialising of
sustainable changes and communication of successes
Operational
IT & Cybersecurity The risk of critical IT systems being unavailable or not well maintained and of the Company being exposed to
cyber crime
Staff The risk of not finding or retaining qualified people to support our strategy and the business not achieving its
full potential
Inventory The risk of being unable to manage inventory successfully, leading to tied up capital and / or eroding margins
The risk of scarcity or unavailability of goods impacting lead times and business continuity
Compliance
Compliance standards The risk of non-compliance with statutory laws and regulations in applicable jurisdictions or with internal
policies and procedures, including avoiding conflict of interest
Customs & Certifications The risk of losing any of our authorisations or certifications for our bonded warehouses could have negative
impact on revenues
Climate change & sustainability regulations The risk of non-compliance with climate change & sustainability laws and regulation
Financial
Currency The risk of inadequately monitoring exchange rate risk that leads to exchange rate losses
Credit The risk of delayed or failed payment by customers
Liquidity & Working Capital Management The risk that the business has insufficient free cash flow to fund its operations and stay within acceptable
debt ratios
Introduction About B&S Results Financial statementsGovernance
Supervisory board /
Executive board
Tax ICT
Legal department
Warehouse Customs HRMSales
Treasury PurchasingFinance & control Concern controling
Internal audit
External audit
Peer group-learning
/ Benchmarking
External advisors
Learning and
development
Enterprise risk
management
model
Enterprise Risk
Management model
103
B&S Group S.A.
Annual Report 2022
Enterprise Risk Management
model
The Executive Board is responsible for
establishing and maintaining adequate
internal risk management and control
systems. Risk identification is
performed both top-down and
bottom-up, based on the Company’s
strategy and the environment in which
we operate.
The Company has developed an ERM
model which is continuously monitored
by the Supervisory Board, Executive
Board, Finance & Reporting, Internal
Audit and the Leadership Team.
We involve various internal and external
stakeholders in the identification,
assessment and monitoring of risks,
which fits the Company’s
entrepreneurial and hands-on
mentality. The risk management model
is updated when required in order to
reflect changes in either internal or
external conditions.
Introduction About B&S Results Financial statementsGovernance
104
B&S Group S.A.
Annual Report 2022
Main risks and control measures
The main risks and control measures are presented below.
Risk type Description How we manage this risk
Strategic
International nature of
our business
The international scope of our operations, particularly in certain
developing countries and emerging markets, exposes the
Company to risks related to trade protection measures, closure of
borders and restriction of travel in case of a global pandemic,
changes to taxation policies, changes in regulation, import/export
licensing requirements, quotas or wage and price controls.
Diversifying in markets, product groups, regions, and client portfolios mitigates these
risks.
The Company has spread its risk over various niche markets all over the world, making it
less vulnerable to decline in specific market segments and / or to geographical risks.
Although geographical economic recessions can have some effect, the risk of a
disproportionally adverse impact will be limited because of the indicated market
diversification and regional spread.
Cost control measures are in place to manage, where possible, the impact of inflation.
Managing growth Quality of the Company’s growth should always remain
sustainable, manageable and well under control. However, the
Company may fail to meet these standards by inefficient or
inadequate controlled organisational aspects, challenging
economic market conditions, or adverse global events, i.e.
pandemics.
The Company may fail to acquire other businesses as
contemplated by the growth strategy or may fail to realise the
expected benefits from such acquisitions.
The Company invests substantially in optimisation and digitisation of business processes
and compliance procedures, and in expansion of warehousing and storage facilities. The
diversification in markets, product groups, regions and client portfolios makes the
business less cyclical and less vulnerable to changing market conditions. Furthermore,
the Company is continuously improving, digitising and controlling its processes in order to
be able to adapt quickly to changing circumstances.
Acquisitions are preceded by careful due diligence processes carried out by both internal
and external experts to ascertain that an acquisition will provide adequate financial
returns and will contribute towards the Company’s synergy and integration demands.
The added value and cash flow contributions of intangible assets are tested regularly.
Introduction About B&S Results Financial statementsGovernance
105
B&S Group S.A.
Annual Report 2022
Risk type Description How we manage this risk
Reputation The Company’s reputation and relationship with suppliers and
customers could be harmed by performance failures and
incidents occurred by internal or external parties in the supply
chain, such as fraud, corruption, non-compliance with laws and
regulations, cyber incidents, human rights violations and
environmental damages.
These reputational risks could result in a loss of sales or other
financial impact caused by a harmed reputation.
The Company is focused on adding value to its partners’ businesses that provides
long-term mutual growth, which results in trustworthy relationships.
The focus on maintaining long-term partnerships with customers and suppliers makes the
Company less vulnerable to reputational damage.
Also, internal policies and guidelines regarding business agreements with new suppliers
and customers are applied through an extensive Know Your Relation (KYR) procedure.
Internal and external procedures and policies are in place to avoid incidents, such as
fraud, corruption, non-compliance with laws and regulations and cyber incidents and
adequate reporting channels are in place in case such incidents occur.
Sustainability
performance
Given the increased importance of sustainability, this topic is
added to the strategic risk section.
Increased consumer demand for more sustainable, healthy and
responsible products, as well as understanding the origin and
how they are produced, requires different purchase strategies,
sales tactics. Also, it might open new markets for growth.
Developments in relation to sustainability laws and regulations
result in increased requests for information on our sustainable
initiatives and performance metrics from investors and other key
stakeholders such as suppliers and customers. Subsequently,
measuring success as per traditional financial performance is no
longer a sufficient method to reflect upon how we mitigate
negative impacts and how we add and create value for the long
term, not only for shareholders but society at large.
In 2022, we launched our first corporate, overarching Sustainability Strategy which
defined our course of action as well as how we will measure success as per set targets.
For the various material/ key topics, policy papers were developed, describing the issues
at hand, our vision and commitment, targets and KPI’s as well as plans for action to
mitigate adverse impacts, foster the positive ones and seize business opportunities for
growth.
These plans laid the foundation for ensuring an integrated approach of sustainability and
our business developments. As such, sustainability has been integrated into the annual
plans per segment. Also, roadmaps with concrete projects, timelines and roles &
responsibilities have been developed.
Increasing awareness among our employees, as well as ensuring they develop the right
skill sets is key. In light of this, a variety of training will be provided tailored to specific
business functions.
Introduction About B&S Results Financial statementsGovernance
106
B&S Group S.A.
Annual Report 2022
Risk type Description How we manage this risk
Operational
IT and cybersecurity The Company relies significantly on the integrity, reliability and
efficiency of IT systems and on the services of its third-party IT
and payment service providers. Inability to find qualified service
providers or the failure of service providers to perform their
obligations could have a material adverse effect on the business,
financial condition and results of operations.
With increased digitisation of company processes and business
models and cyber criminals becoming increasingly active and
sophisticated, the Company considers cybercrime a significant IT
threat.
The Company has established partnerships with carefully selected IT providers
acquainted with our business activities and associated needs, and pro-actively implement
and continuously optimise the IT systems.
The Company maintains and develops a wide range of security measures including
access and authorisation controls and back-up and recovery procedures. Compliance
with these policies is monitored and controlled.
Additionally, the IT systems and procedures are checked regularly by external experts
while potential cyber-attacks on the Company’s systems are externally monitored and
internally mitigated by various protective and detective measures. Internal and external
cyber specialists are also assigned to further develop the security policies and controls in
line with the CMMC rules.
Dependency on key staff The Company relies significantly on the skills and experience of
the managerial staff as well as technical, sourcing and sales
personnel. A loss of any key individuals or the failure to recruit
suitable managers and other key staff, both for expanding
operations and for replacing people who leave the Company,
could result in an inability to meet customer demand resulting in a
loss of customers.
This risk is mitigated by recruiting employees to cover both business growth and
fluctuations in employee composition.
In order to attract and retain staff, the Company offers a balanced remuneration package,
development programs and a stimulating workplace offering attractive career
opportunities.
Inventory risk The Company holds sizeable inventory levels with a certain
volatility throughout the year. The Company may be unable to
manage its inventory successfully, resulting in additional tied-up
capital, eroding margins or unavailability of goods.
The Company closely monitors inventory through dedicated inventory management
departments which are divided into product categories.
Critical stress tests are regularly carried out on the theoretical financial boundaries of
inventory positions and inventory returns versus equity, covenants and financing. The
financial boundaries itself are continuously assessed to safeguard the Company’s ability
quickly respond to changing market circumstances, such as COVID-19.
Introduction About B&S Results Financial statementsGovernance
107
B&S Group S.A.
Annual Report 2022
Risk type Description How we manage this risk
Compliance
Non-compliance with
laws and regulations
The Company is subject to various laws and regulations in the
jurisdictions in which it operates. Changing laws might interfere
with the Company’s competitive advantage resulting in a loss of
business.
Litigation or investigations involving the Company, including
those related to the infringement of intellectual property rights of
third parties, could result in material settlements, fines, penalties
or reputational damage.
The business is subject to anti-money laundering, sanctions and
anti-bribery laws and regulation and related compliance costs
and third-party risks. Breaching these laws and regulations might
result in the loss of contracts in our government and defence
distribution operations.
Business partners are selected carefully and are only accepted after extensive screening
that ensures that the Company’s supply chain is transparent, not in breach with any
regulations and that the Company is not infringing any intellectual property or trademarks.
If deemed necessary, the Company relies on the services of local professional experts for
designated compliance areas. Compliance is overseen by both the Executive Board and
the Legal department.
Strict internal policies and guidelines regarding business agreements with new suppliers
and customers are applied through an extensive Know Your Relation (KYR) procedure. In
order to avoid corruption, bribery, fraud and other unethical behaviour, the new relations
and their Ultimate Beneficiary Owner(s) are checked with the OFAC and the EU Sanctions
list.
The Company Code of Business Ethics contains standards for avoiding conflicts of
interest or any appearances of conflict of interest.
Customs and
certifications
The Company has its own warehouses for storing both bonded
and duty exempt goods, which requires extensive licensing and
certification as an Authorised Economic Operator (AEO) by the
customs authorities. Loss of any of the authorisations or
certifications could impact the Company’s ability to operate its
business, fulfil our obligations towards customers or attract new
customers. This may result in a loss of turnover or not realising the
growth ambition.
Also non-compliance with customs and excise laws and
regulations may lead to fines and penalties.
In order to mitigate the risks from customs activities, the Company has its own expanding
customs departments staffed by well-trained experts who are in close contact with
customs authorities, which is overseen by the Company Tax Department. Staff follows
ongoing training courses to keep up to date with customs legislation and related
developments.
The Company is insured against the risks related to its customs activities and adequate
customs guarantees have been issued for its activities. The financial consequences of
customs related calamities are, therefore, covered to the extent possible.
Each year, the processes related to our AEO status are audited internally and periodically
audited externally. The Company follows strict policies and performs crosschecks on
compliance.
Introduction About B&S Results Financial statementsGovernance
108
B&S Group S.A.
Annual Report 2022
Risk type Description How we manage this risk
Climate change &
sustainability
regulations
The international activities of the Company are exposed to risks of
non-compliance with climate change & sustainability regulations,
resulting from governmental ambitions in the parts of the world we
are doing business.
Relevant laws and regulations include, but are not limited to the
Corporate Sustainability Reporting Directive (CSRD), EU Taxonomy,
(plastic) packaging taxes and regulations regarding bans on certain
ingredients and substances.
Changes in, or failure to comply with laws and regulations could
result in fines, impact on operations, reputation damage and loss
of competitive advantages.
Climate Change & sustainability compliance are overseen by the Executive Board.
Our sustainability, QHSE, legal and finance teams remain up to date with the latest
developments through various networks, industry associations as well as in liaison with
external legal advisors. The implementation of these and other risk management
initiatives are included in Climate Change & sustainability reports to the Executive Board.
The Sustainability Strategy Reach with Impact and its corresponding policies and
commitments are designed in such manner so as to ensure compliance with the
regulatory ESG landscape.
Financial
Currency risks The Company is exposed to currency exchange rate risk in the
conduct of our business. Inadequate monitoring of our positions
might lead to exchange rate losses.
The Company deals with risks from transactions in non-Euro currencies by matching
incoming and outgoing cash flows as closely as possible in the same currency.
Extraordinary currency positions and risks are dealt with at corporate level by a dedicated
treasury department, which uses hedging instruments when appropriate and on a
case-by-case basis to mitigate currency transaction risks.
Derivative transactions are subject to continuous risk management procedures. Derivative
financial contracts are only entered into with banks that have a good credit rating.
Credit risks Delayed payment or failure to pay by our customers could have an
adverse effect on our business resulting in the Company not being
able to grow at the desired rate.
The Company applies strict internal policies and guidelines regarding credit risk
management. All transactions must be secured, either by credit insurance, payment
upfront, or by a secured payment instrument (guarantee or letter of credit). A centralised
credit control department is in place to mitigate credit risks and to monitor compliance
with internal credit management policies.
Introduction About B&S Results Financial statementsGovernance
109
B&S Group S.A.
Annual Report 2022
Risk type Description How we manage this risk
Liquidity & Working
Capital
Any inability to raise capital or to continue the existing finance
arrangements could have a material adverse effect on the
business, financial condition and results of operations.
The Company’s activities are mainly financed on the basis of medium and short-term
credit facilities.
After the refinancing of the Company, which took place in December 2021, the Company
has adequate financing available to secure the financing for the future growth ambitions
of the Company.
Both short and long-term financing arrangements are discussed and negotiated
exclusively at Company level by the Executive Board.
The internal reporting allows for close monitoring of the operating segments on
profitability and compliance with the credit agreements. This also ensures that the
companies within the Company are in a position to generate sufficient cash flows for
upward dividend streams.
For more details about financial risk management, see note 32 in the consolidated
financial statements. These notes are considered to be part of this report.
Internal Audit
Throughout the year, certain selected aspects of the execution, follow up and
quality of the design and effectiveness of controls are reviewed by the Company’s
internal audit function. Priorities for internal audit are defined in dialogue with both
the Executive Board and the Audit and Risk Committee of the Supervisory Board.
The internal audit function has direct access to both the Executive Board and the
Audit and Risk Committee and presents the results of the internal audit activities
during the quarterly meetings of the Audit and Risk Committee.
In addition to these reviews, sensitivity analyses are conducted on various
scenarios to identify focus areas for uncertainty reduction. These scenarios include
the effect of rapid changes in market conditions, changes in gross margin,
increases of interest rate and currency fluctuations.
Specific risk-mitigating actions in 2022
In the period under review specific control measures were taken on the following
aspects:
Control Framework
In 2022 the internal control framework was further developed and improved based
on a reassessment of the (fraud) risk assessment. The Company sees this activity
as an ongoing process. Improvements have been made, for example in the IT
security procedures, credit management procedures, and period-closing and
controlling processes. All have been optimised and harmonised. Also, improving and
harmonising the control framework of foreign (non-NL) companies was a focus area
in 2022. Additionally, the review of governance policies and practices initiated as
per the end of 2022 which continued into 2023 along with the noted findings
(presented in this Annual Report) regarding the related party transactions
procedure, resulted in further adjustments to the Control Framework.
Introduction About B&S Results Financial statementsGovernance
110
B&S Group S.A.
Annual Report 2022
ERP migrations
To support the enhancements of review activities and monitoring controls as set out
above, we proceeded with further improving our ERP- and other financial
IT-systems within the Group. As part of that, during 2022 we have implemented a
new product data management platform within the current ERP system, by which
we can further improve our monitoring on product standards. Also, we proceeded
with the migration of several foreign companies into the Company’s inhouse
developed and maintained ERP system BiT. This included amongst others newly
acquired companies and companies that worked with legacy systems.
IT & Cyber security
The Company further enhanced its security controls in order to further mitigate
risks related to cyber security. These controls consist of both preventive as well as
detective controls. An independent party (‘ethical hacker’) executed penetration
tests on our network and e-commerce applications. Based on the reported
observations and the already existing internal agenda, physical security has been
improved by harmonising security policies, further segmenting the network and
tightening the external monitoring services. This was underlined with the
achievement of ISO 27001 and ISO 22301 certification. Further to that, the Company
continued its cybersecurity awareness program amongst employees in order to
ensure that everyone remains alert on to possible threats.
Specific internal control activities planned for 2023
In 2023, the Company will proceed with the ongoing process of optimising and
harmonising internal controls and procedures and the monitoring thereon by both
Executive Board and the internal audit function. The main focus areas are related to
controls regarding the Company’s related party transaction procedure and the
changed Governance of B&S. Secondly, focus will be on controls within the
inventory, working capital in general and sales processes, foreign and standalone
entities, compliance with laws and regulations, IT and cyber security and the
execution of a climate and sustainability risk assessment. All of this is aligned with
and in support of the Company’s strategic goals and under supervision of the Audit
and Risk Committee.
We further
enhanced our security
controls to mitigate
potential cyber security
risks.
Introduction About B&S Results Financial statementsGovernance
111
B&S Group S.A.
Annual Report 2022
The Executive Board has made a systematic assessment of the effectiveness of the
design and operation of the internal control and risk management systems. On the
basis of this assessment and in accordance with best practice 1.4.3 of the Dutch
Corporate Governance Code of December 2022, article 68ter of the Luxembourg
RCS Law
1
and article 3 of the Luxembourg Transparency Law
2
, the aforementioned
assessment and the current state of affairs, to the best of its knowledge and belief,
the Executive Board confirms that:
ը
the internal risk management and control systems of the Company provide
reasonable assurance that financial reporting does not contain any material
inaccuracies;
ը
the Company’s Control Framework requires a pre-approval of material related
party transactions by the independent members of the Supervisory Board.
During the year it was noted that one transaction was overlooked. The Company
has reviewed this transaction and assessed the at arm’s length principle
retrospectively. There have been no material failings in the effectiveness of the
internal risk management and control systems of the Company;
ը
there are no material risks or uncertainties that could reasonably be expected to
have a material adverse effect on the continuity of the Company’s operations in
the coming twelve months after drawing up the report, and;
ը
drawing up the financial reporting on a going concern basis is justified based on
the current state of affairs.
Statement of the Executive Board
It should be noted that the above does not imply that these systems and
procedures provide absolute assurance as to the realisation of operational and
strategic business objectives, or that they can prevent all misstatements,
inaccuracies, errors, fraud and non-compliances with legislation, rules and
regulations. Nor can they provide certainty that we will achieve our objectives.
In view of all of the above, the Executive Board declares that, to the best of its
knowledge and belief, the financial statements presented in this annual report and
prepared in accordance with IFRS standards as adopted by the European Union,
give a true and fair view of the assets, liabilities, financial position and profit or loss
of the Company and of the undertakings audited in the consolidation taken as a
whole; and that the management report includes a fair review of the position at the
balance sheet date and the development and performance of the business during
the financial year and of the undertakings audited in the consolidation taken as a
whole, together with a description of the principal risks and uncertainties that the
Company faces.
Mensdorf, G.D. Luxembourg, April 14, 2023
Executive Board
Bas Schreuders, Senior Counsel and Interim CEO
Mark Faasse, CFO
Niels Groen, Managing Director
1
Law of 19 December 2002 on the register of commerce and companies and the accounting and annual
accounts of undertakings, as amended.
2
Law of 11 January 2008 on transparency requirements in relation to information about issuers whose
securities are admitted to trading on a regulated market, as amended.
Introduction About B&S Results Financial statementsGovernance
112
B&S Group S.A.
Annual Report 2022
2018 and have been included in the Smallcap Index (AScX) since June 19, 2018.
The issued share capital as at December 31, 2022 amounts to € 5,050,639.26.
This is divided into 84,177,321 issued Ordinary Shares each with a nominal value
of € 0.06.
Key share information
ISIN LU1789205884
Euronext ticker BSGR
Number of shares outstanding 84,177,321
Free float 31.0%
Key figures per share
EPS € 0.31
Highest price € 8.19
Lowest price € 4.39
Year-end share price € 4.84
Share information
Dividend policy
Barring exceptional circumstances, B&S aims to distribute a dividend of between
40-60% of annual results attributable to the owners of the Company, starting at the
lower end of the target range. We envisage increasing dividends per share over
time within the set target range.
The current dividend policy is to pay out annually, in the second quarter of the
following year, following shareholder approval of the full-year financial statements.
Dividend proposal 2022
At the Annual General Meeting to be held on May 22, 2023, B&S will propose to
distribute a dividend of € 0.12 per share, in cash (subject to withholding tax if
applicable).
This translates into a pay-out ratio of 40% of the annual results attributable to the
owners of the Company.
Notification of capital interests
On December 31, 2022, the following major shareholders with a substantial
participating interest (>5%) were known by B&S based on a former notification by
them in accordance with the Transparency Law
1
.
Sarabel Invest S.à r.l 67.26%
JNE Partners LLP 5.45%
1
Law of January 11, 2008 on transparency requirements in relation to information about issuers whose
securities are admitted to trading on a regulated market.
Introduction About B&S Results Financial statementsGovernance
113
B&S Group S.A.
Annual Report 2022
Investor relations policy
B&S provides shareholders and other parties in the financial markets with
information on matters that may influence the Company’s share price via an annual
report and an interim report, Q1 and Q3 trading updates and press releases. These
documents are published on the B&S corporate website and submitted to the AFM
(the Netherlands) and CSSF (Luxembourg).
B&S’ Compliance Officer monitors and enforces strict compliance with any and all
relevant laws and regulations. Together with the Executive Board and the Disclosure
Committee, the Compliance Officer assesses whether and when information is
price-sensitive and whether a disclosure obligation applies to said information.
These regulations apply to both the Supervisory Board and the Executive Board,
but also to the management layer below the Executive Board and all head office
staff who come into contact with price-sensitive information.
Investor contact
B&S communicates with its investors and analysts throughout the year via meetings
such as AGMs, roadshows, organised site visits and broker conferences.
The Company holds regular investor calls and meetings to provide the investment
community with a well-balanced and complete picture of the performance,
opportunities and challenges the Company faces while taking into account insider
trading and the equal treatment of shareholders.
General Meeting
General Meetings of Shareholders are convened in accordance with the provisions
of the Luxembourg law of May 24, 2011 on the exercise of certain rights of
shareholders in general meetings of listed companies and the Articles of
Association. The General Meeting of Shareholders will be held on May 22, 2023 in
Luxembourg.
Contacts with the capital markets are dealt with by the members of the Executive
Board and by Investor Relations.
Financial Calendar
May 15, 2023 Q1 2023 trading update (07:00 CET)
May 22, 2023 Annual General Meeting
August 21, 2023 Half Year 2023 results (07:00 CET)
November 6, 2023 9M 2023 trading update (07:00 CET)
Independent analyst reports
The following analysts covered B&S in the course of 2022:
ABN AMRO Robert Jan Vos
ING Tijs Hollestelle
Kepler Cheuvreux Patrick Roquas
Introduction About B&S Results Financial statementsGovernance
114
B&S Group S.A.
Annual Report 2022
Message from the chairman
2022 has been a truly challenging year for the Company, marked by ongoing global
uncertainties and volatility. While the lingering effects from COVID caused product
shortages and supply chain disruption, the economy was further challenged by the
Ukraine war, global energy crisis and sharply increased inflation. Furthermore,
the Company was confronted with substantial changes at Board level as well as
adverse publicity.
Both Bert Tjeenk Willink and myself joined the Supervisory Board, both as
independent members, only in the second half of December 2022 as the Company
was tackling the challenges at hand. Although we had constructive meetings so far
with the Supervisory Board and Executive Board, it would be too early to claim we
have a solid opinion on all aspects of the Company.
Our first impressions are twofold. On one hand, amidst all this turmoil,
the organisation showed its ability to adapt to these adverse circumstances and
continued to deliver double digit turnover growth. The foundation is solid and
attitudes and contacts are open and constructive. At the same time, we can’t deny
that the events and turbulence in 2022 have been a distraction to management,
which will have to be addressed as soon as possible.
In the process to strengthen the governance structure, on February 19, 2023 CEO
Tako de Haan resigned from his position while Willem Blijdorp withdrew himself as
member and vice-chairman from the Supervisory Board. We would like to thank
Willem for his commitment to the Company and its future and will certainly continue
to make use of his in-depth knowledge of the Group and the industries in which it is
operating.
Supervisory Board report
Going forward, our main priorities now will be to attract a new CEO, to complete the
Supervisory Board with 2 independent, preferably female, candidates and make
sure that management can fully concentrate on the further development of the
business.
Derk Doijer
Chairman
“ One of our key
priorities coming
period is enhancing
the governance
compliance structure.”
Introduction About B&S Results Financial statementsGovernance
115
B&S Group S.A.
Annual Report 2022
Meetings
Until December 15, 2022
In 2022 the Supervisory Board (SB) held five regular formal meetings in the
presence of the Executive Board (EB). The Supervisory Board met face-to-face in
its full composition on two occasions, in November. All other regular meetings were
held with some of the members attending in person and other members attending
via videoconferencing.
The Chairman met with the Executive Board on multiple occasions, both
pre-scheduled in preparation for meetings between the Supervisory Board and the
Executive Board, as well as in impromptu meetings / conference calls.
The Supervisory Board held four pre-planned closed sessions without Executive
Board members attending. Discussions in these meetings focused on topics such
as the functioning of the Executive Board and remuneration in 2021 and status
updates on the recruitment and selection process for a CFO.
The independent members of the Supervisory Board met several times in a closed
session without Executive Board members and non-independent members
attending. Topics discussed were the non-binding indicative offer from shareholder
Sarabel for the business of B&S, the response of the independent members of the
SB on this offer and consequently the request from Sarabel for an EGM to remove
the chairman of the Supervisory Board.
After December 15, 2022
The Supervisory Board after December 15, 2022 had additional closed meetings to
decide and approve on the appointment of Derk Doijer as new Chair of the
Supervisory Board, the appointment of Bert Tjeenk Willink as member of the
Supervisory Board, and the Supervisory Board’s approach in its new composition as
from December 30, 2022.
Main topics
In exercising its tasks in 2022, the Supervisory Board, after consultation with the
Executive Board and members of the Leadership team identified a number of topics
which would be SB priorities for the year. Regular topics on the agenda were the
development of results and financial position, (potential) acquisitions and reports on
risk, legal and compliance matters.
On various occasions, the Executive Board and the Supervisory Board discussed
the Company strategy for long term value creation and the implementation thereof.
In 2022 most time was spent on discussing the activities and management of the
operating segments in their setting as introduced in 2021.
The Supervisory Board followed the progress of the operating segments closely.
At each regular meeting, progress was discussed and challenges or potential risks
were addressed. At its request, the Supervisory Board was kept informed on
progress in the way segments are managed, how responsibilities are defined and
communicated and how opportunities for synergy between the segments are
approached. The need for clarity about responsibilities, strong leadership and role
modelling from the top was addressed by the Supervisory Board, as well as the
potential risk of segments being fully P&L responsible without having clarity about
responsibilities and decision making.
The SB continued to receive regular updates on the progress in centralisation of
operations to reduce costs and effective utilisation of centralised corporate
support functions and shared services centres. Priority was discussion to keep
inventory management (and thus working capital management) and debtor
management priority for P&L responsible Managing Directors as a structural part of
their responsibility.
Introduction About B&S Results Financial statementsGovernance
116
B&S Group S.A.
Annual Report 2022
In discussing the commercial strategy, operational performance was part of the
discussions in every regular meeting. Considerable time was spent on the
organisation, management and expansion of the strategic hubs in MEA and US
region. In addition, the acquisition of Europe Beauty Company and potential other
acquisition candidates were discussed.
Considerable progress was made to embed sustainability practices in B&S’ own
business operations as well as progressing its roadmap for strategic sustainability
objectives and accompanying targets. The Supervisory Board was pleased with the
commitment to environmental topics and formulated Key Performance Indicators as
part of the business priority ‘Sustainable Value Chain’ as pillar of the sustainability
strategy. And although the Supervisory Board is encouraged by the work done in
2022 on ‘Empowered People’ topics of talent management, diversity and inclusion,
it also recognises that a lot of work remains to be done.
Information security and cyber threat remained key topics in 2022. The ARC and
SB were updated on a regular basis on developments and adequate measures
taken. In this context the control framework and general IT controls are constantly
being improved and tested.
Regarding digitisation, the SB continued to discuss the IT project approach in each
scheduled meeting with the Executive Board. Topics discussed included the
progress of development of the e-com businesses platforms, the development of
the B&S Nfinity backbone and the harmonisation legacy IT systems into the
centralised IT architecture.
A topic that was not part of the regular agenda items but became part of the regular
meetings as well as closed meetings from August onwards was the Company’s
governance structure. Discussions included topics related to compliance of good
governance and measures for having a well-functioning Supervisory Board and
Executive Board in place. Other additional topics were responses to the questions
from minority shareholders preceding and following the EGM, as well as questions
following several publications regarding the (majority shareholder of the) Company
in Dutch newspapers.
In the first quarter of 2023, additional meetings took place on the Company’s
governance structure in light of the initiated review.
In the meeting on February 24, 2023 with the SB in its current form, the 2023
budget was discussed with the EB in its current form and subsequently approved.
Functioning of the Supervisory Board and Executive Board
Given the number of major changes in the Supervisory Board in 2022 no self-
assessment over this year was performed. For 2023, the Supervisory Board will
perform an annual assessment of the Supervisory Board and Executive Board that
addresses the performance of itself, the committees and individual members.
Composition of the Board
The Supervisory Board strives for a variation in nationality, age, gender and
expertise taking the required qualifications of the Supervisory Board as a whole into
account. In addition, the SB strives for a balance in the experience and affinity with
the nature and culture of the business of B&S.
At the same time, the knowledge the Company requires with regard to its key
markets is still a key appointment criterium. The composition of the Supervisory
Board is such that its members are able to provide the Executive Board with
optimum support in any particular field of interest. Each member of the Supervisory
Board has their own field of expertise, including expertise in retail markets,
international trade, IT, general management, finance and law. For the current
composition of the Executive Board and the Supervisory Board and its committees,
please refer to the Governance report.
Introduction About B&S Results Financial statementsGovernance
117
B&S Group S.A.
Annual Report 2022
Committees
The Supervisory Board has installed two committees, an Audit and Risk Committee
and a Selection, Appointment and Remuneration Committee. These committees are
also subject to the regulations that are available on the corporate website. The task
of these committees is to support and assist the Supervisory Board in the
performance of its designated tasks and to prepare the ground for the Supervisory
Board’s supervision of the Executive Board. The Supervisory Board as a whole
remains responsible for how it exercises its tasks, including the preparatory
activities carried out by the Audit and Risk Committee (ARC) and the Selection,
Appointment and Remuneration Committee (SARCO).
Independence of the Supervisory Board members / Corporate
governance
At year-end 2022, the Supervisory Board met the requirements of the Dutch
Corporate Governance Code with regards to independence of the Chairman.
Two out of four members of the Supervisory Board did not qualify as independent
members of the Supervisory Board within the meaning of the Code, it concerned
Willem Blijdorp and Leendert Blijdorp.
From February 20, 2023 onwards, the Supervisory Board meets the requirements of
the Dutch Corporate Governance Code with regards to independence of its
members.
Under the chapter Governance in this report, the governance structure of the
Company as well as deviations from the Dutch Corporate Governance Code – as
these are underwritten by the Company - are described in more detail.
Introduction About B&S Results Financial statementsGovernance
118
B&S Group S.A.
Annual Report 2022
Leendert Blijdorp (Chair), Derk Doijer (member)
Audit and Risk Committee Report
The Audit and Risk Committee (ARC) is responsible for interactions and meetings
with the external auditor as well as establishing the procedure for the selection of
the external auditor. It holds responsibility for recommendations to the Supervisory
Board of an external auditor for nomination for appointment and its compensation,
or dismissal by the General Meeting. In addition, the ARC assists the Supervisory
Board in making recommendations to the General Meeting for the retention,
oversight and termination of the external auditor. It also interacts with several
financial and internal audit executives and assists in assessing and mitigating the
business and financial risks of the Group.
The chairman of the ARC is Mr. Leendert Blijdorp. During 2022 Mr. Jan Arie van
Barneveld was replaced by Mr. Derk Doijer as member of the ARC. For a full
description of the changes in the Supervisory Board, reference is made to page 95
of this report.
Meetings
In 2022, the ARC had four regular scheduled meetings. Except for one occasion
where the CFO was absent and one occasion where the Director Internal Audit was
absent, all regular scheduled meetings were attended by the CFO, the Finance
Director and the Director Internal Audit.
The ARC convened several additional meetings with the Executive Board and/or
support teams, and with the CFO individually to address specific risk developments
and actions taken to mitigate these. Specific focus areas during these meetings
were related to identified improvement areas within the (fraud) risk and control
systems including IT and cyber security, compliance with its policy and legislative
requirements and the impact of business developments on the risk and control
framework.
The Chairman of the Committee also had regular meetings with the Director Internal
Audit and external auditor, to provide additional opportunity for open dialogue and
feedback.
It is customary that the ARC shares its main discussion points and findings and the
minutes of these meetings in the Supervisory Board meeting immediately following
the ARC meeting. During these meetings, the Company’s results as well as the
annual and semi-annual reports were discussed.
Financial statements
The FY2022 financial statements were prepared by the Executive Board, and the
external auditor subsequently issued an auditor’s report on said financial
statements. This report is included in the independent auditor’s report. In its March
2023 meeting, the ARC discussed the financial statements in detail with the
Executive Board and the Supervisory Board and discussed the audit of the financial
statements with the external auditor.
Risk management and control framework
The main points of discussion throughout the year were the internal control
framework and the execution of the 2022 internal audit calendar. Special attention
was given to harmonising the internal control framework for (acquired and foreign)
companies and segments and IT and cyber security, compliance with laws and
regulations, periodic (financial) closing procedures, sales and credit management
procedures.
Audit and Risk Committee Report
Introduction About B&S Results Financial statementsGovernance
119
B&S Group S.A.
Annual Report 2022
In each scheduled meeting the Director Internal Audit presented main internal audit
findings. Also, the further development of the internal audit function and
accompanying plan was discussed. As an overall conclusion for the year, the ARC
confirmed that further progress was made on firmly embedding the Internal Audit
function.
During the ARC meeting in February 2022, the Director Internal Audit presented the
2022 Internal Audit plan that was then approved, focussing on;
ը
Further embedding the Internal Audit function;
ը
Performing audit procedures on the higher risk areas in the value creation model
of B&S; and
ը
Optimising and further improving the internal control framework.
Also, the effectiveness of quarterly and monthly IT control procedures was
discussed and improvements were presented. Other topics of the February meeting
included the possible impact of the Russia-Ukraine conflict on operations and the
results of the (fraud) risk assessments finalised in Q4 2021. Also, specific subjects
from the external audit were discussed, including related party transactions and
goodwill impairment testing.
In the May meeting, several specific reports and position papers from the Director
Internal Audit were discussed. The Audit reports related to credit management
procedures, sanction screening procedures and the (financial) month closing
procedures of Spanish subsidiaries.
In the August meeting the Director Internal Audit presented an update on the
internal audit activities for the second quarter, including the onboarding of the
acquired Europe Beauty Group (May 2022), the half-year update on compliance
with related party procedures and the internal audit response on the provision of a
receivable position in the B&S Food Segment.
During the November meeting specific reports and position papers from the
Director Internal Audit were discussed, mainly focussing on the purchase approval
procedures, the updated and harmonised internal control framework of the US
subsidiaries and pending projects regarding IT-migrations. Also, the (draft)
management letter from the external auditor was discussed.
Early 2023, including its March 2023 meeting, the ARC discussed both the noted
control deficiencies regarding the Company’s related party transaction control
procedure, and the changed Governance of B&S.
External auditor
Throughout the year the ARC discussed and assessed progress with external
auditor Deloitte on their key audit findings. As is customary, the ARC also evaluated
the performance of the external auditor Deloitte. During the August meeting,
the half year report was discussed as well as the external audit plan for 2022, which
was approved.
FY2022 financial statements and dividend
The Supervisory Board has approved the FY2022 financial statements and
recommends that the Annual General Meeting to be held on May 22, 2023 adopts
these financial statements. The Supervisory Board also recommends that the
Annual General Meeting discharges the members of the Executive Board for their
management of the Company and the members of the Supervisory Board for their
supervision of said management for the financial year 2022.
The distribution of dividend over 2022 was discussed in the Supervisory Board
meeting of February 24, 2023. At the Annual General Meeting to be held on May 22,
2023, B&S will propose the payment of € 0.12 per share, in cash (subject to
withholding tax if applicable). This translates into a pay-out ratio of 40% of the
annual results attributable to the owners of the Company.
Introduction About B&S Results Financial statementsGovernance
120
B&S Group S.A.
Annual Report 2022
Bert Tjeenk Willink (Chair), Derk Doijer and Willem Blijdorp
*
(members)
The remuneration of the members of the Executive Board is determined by the
Supervisory Board in accordance with the remuneration policy, as approved by the
General Meeting of Shareholders. The General Meeting of Shareholders also
approves the remuneration of the members of the Supervisory Board.
The Selection, Appointment and Remuneration Committee (SARCO) advises the
Supervisory Board regarding selection, appointment and remuneration matters of
Board members, senior management and/or other personnel. This report outlines
the remuneration policy for the Executive Board and the Supervisory Board as
applied in 2022.
Executive Board remuneration policy
The remuneration of the members of the Executive Board is the responsibility of the
Supervisory Board. The objective of the remuneration policy for members of the
Executive Board is to provide a remuneration structure that will allow the Company
to attract, reward and retain highly qualified members of the Executive Board and
provide and motivate them with a balanced and competitive remuneration that is
focused on sustainable results aligned with the long-term strategy of the Company.
The remuneration policy follows best practice provision 3.1.2 of the Dutch
Corporate Governance Code. The pay ratios within the Group are taken into
consideration. The Supervisory Board believes that the remuneration policy
expedites the short-term operational performance and the objectives for the
strategy for long-term value creation within the meaning of best practice provision
1.1.1 of the Dutch Corporate Governance Code. Furthermore, the Supervisory Board
believes that the value of the remuneration for the members of the Executive Board
for 2022 also contributes to the aforementioned objectives and meets the
Remuneration report
remuneration policy. All substantial future changes to the remuneration policy will
be submitted to the General Meeting of Shareholders for their advisory vote.
The remuneration policy was last approved by the General Meeting of Shareholders
on May 18, 2021. The current Remuneration Policy stimulates decision-making by
the aforementioned Board Members that serves long-term sustainable growth in a
long-term incentivised manner. Additionally, the conditional award of variable
remuneration and a claw back arrangement contribute to a fair and reasonable way
of remuneration payment.
Employment contracts
The effective dates of employment contract for members of the Executive Board
and their contract term are shown in the table below.
Effective dates of employment contracts of the Executive Board members as at
December 31, 2022 and their contract term
Name Effective date contract Contract term
Tako de Haan
1
August 11, 2020 4 years
Mark Faasse
2
May 22, 2023 4 years
Bas Schreuders
3
May 19, 2020 4 years
Niels Groen
4
May 19, 2020 4 years
1
Tako de Haan was appointed to the Board on August 11, 2020 and resigned on February 19, 2023
effective immediately.
2
Upon proposal of the Supervisory Board in the AGM of 2023, Mark Faasse will be appointment to the
Executive Board for a period of four years.
3
Bas Schreuders was reappointed to the Board on May 19, 2020.
4
Niels Groen was reappointed to the Board on May 19, 2020.
The terms of the agreements with the Executive Board members are in line with
B&S’s remuneration policy.
*
Until February 19, 2023.
Introduction About B&S Results Financial statementsGovernance
121
B&S Group S.A.
Annual Report 2022
Remuneration structure
The remuneration structure for the Executive Board focuses on achievement of
both short-term results and long-term value creation by pursuing growth
opportunities through B&S’s capabilities as a tech company in the consumer goods
industry with a very strong global network.
The total remuneration and the remuneration components are based on the going
rates of what the Supervisory Board considers to be in line with international trade
and distribution services market and globally benchmarked against companies
which are similar to B&S in terms of scale and complexity.
Before the level of remuneration of individual board members is determined,
scenario analyses with regards to the variable remuneration components are
conducted to determine their consequences on the level of remuneration of these
Board members.
The level and structure of the remuneration takes into account the previously
described scenario analyses and the pay differentials within the Company as well
as financial and non-financial indicators relevant to the long-term objectives of the
Company.
Remuneration components
The members of the Executive Board express their views of their remuneration
packages with the SARCO at least once a year. The SARCO includes all feedback
when evaluating the Remuneration Policy. The remuneration package for members
of the Executive Board consists of the following components:
Fixed Compensation
The annual base pay salary of the members of the Executive Board was set by the
Supervisory Board, taking into account a variety of factors such as level of
responsibility, experience, scarcity of talent, scale and complexity of the Company.
The aggregate annual base pay in 2022 for the members of the Executive Board
was € 1,109,000.
Fringe benefits could include a company car. These benefits complement the
competitive remuneration package for our Executive Board.
Pension could be included in the salary of a member of the Executive Board.
Termination arrangements / Severance payments
The management service agreements with members of the Executive Board contain
termination arrangements. The management service agreement with the CEO and
CFO
1
contains a severance payment equal to twelve months fixed salary. Payment
is only provided in the event of termination on the day after which the Annual
General Meeting is held in the year the current term expires, or by notice for
termination given by the Company before that date, other than as a result of
seriously culpable or negligent behaviour or after two years of illness. In all other
cases of termination, e.g. in the event of termination at the CEO or CFO’s initiative,
the CEO or CFO shall not be entitled to the severance payment.
Management service agreements for other members of the Executive Board require
payment of statutory severance payment.
Performance Incentive (PI)
The PI is an annual cash bonus that is applicable to the CEO and CFO of the
Company and the Managing Director (MD) of our Dubai operations. The objective of
the variable remuneration is to ensure that these members of the Executive Board
are well incentivised to achieve their performance targets.
1
This was applicable to CFO Peter Kruithof until his resignation as per November 1, 2022.
Introduction About B&S Results Financial statementsGovernance
122
B&S Group S.A.
Annual Report 2022
Performance criteria and targets that underlie the PI, are set yearly by the
Supervisory Board based on the strategy aspirations and annual business plans and
reviewed annually. The performance targets are challenging, yet realistic and
measure the success of the execution of the strategy of B&S. The performance
targets that have been agreed, contribute to long-term value creation and the PI is
linked to measurable performance criteria.
The final assessment of the performance, based on the audited financial results at
the end of the fiscal year, is done by the SARCO and proposed for decision making
by the Supervisory Board. In preparation for that final assessment, the Supervisory
Board members review the final outcomes as reported by the SARCO and the Audit
and Risk Committee, to ensure complete alignment on performance by both
committees.
Criteria CEO CFO
1
MD
*
Financial performance targets
1 Profit before tax
2 Good working capital
management
Non-financial performance
targets
3 Successful execution of
Company strategy
4 Quality of information,
administrative organisation
and internal control
1
The CFO PI criteria will apply to Mark Faasse as per 2023 provided his official appointment to the
Executive Board, upon proposal of the Supervisory Board, in the AGM of 2023.
*
Criteria for MD are related to the business operations in Dubai.
For 2022, the Supervisory Board determined the PI criteria as presented.
The financial performance targets (1 and 2) contribute to the Company’s overall
focus on long term value creation by pursuing sustainable and profitable growth.
The non-financial performance target related to strategy (3), should contribute to
the Company’s goal of expansion of its role as value adding distribution partner
whilst creating sustainable and profitable growth. This performance target supports
overall focus on long-term value creation.
The non-financial performance target related to the quality of information,
administrative organisation and internal control (4), supports investor
communication and expectations, for the benefit of our relations with the investor
community. Furthermore, a sound administrative organisation and good internal
controls contribute to long-term value creation.
The Supervisory Board will determine suitable weightings per year, aligned with the
strategic objectives. Financial measures will usually have a weighting of 40% and
non-financial measures will usually weigh 60%. The Supervisory Board evaluates
the performance of the Executive Board at least once a year, in which they assess
to which extent the performance criteria have been met. The total annual
performance cash incentive shall not exceed 50% of their fixed fee for CEO and
CFO or 50% of the MD’s directors fee.
Share Appreciation Rights (SAR)
In 2021, SAR’s over the financial year of 2020 were granted. The Board members
may exercise these SAR’s based upon the LTI SAR rules stated in the Remuneration
Policy of May 2020. On February 22, 2021 the Supervisory Board granted 125,000
SARs to the former CEO and 20,000 SARs to the former CFO
1
, which was approved
by the Annual General Meeting of 2021. All SARs are forfeited per year-end 2022,
as the former CEO and CFO left the Company during the vesting period.
1
CEO Tako de Haan and CFO Peter Kruithof.
Introduction About B&S Results Financial statementsGovernance
123
B&S Group S.A.
Annual Report 2022
Overview remuneration Executive Board 2022
Remuneration of Executive Board members for 2022
1
€ x 1,000 Fixed Remuneration –
annual base pay
Severance payments PI – annual
cash bonus
plan
Pension
expense
Total remu-
neration
Proportion
of fixed and
variable
remunera-
tion
Base salary Fees Fringe
benefits
Fixed Variable
T. de Haan CEO until February 19, 2023 500 - 39 - - - 539 -
P. Kruithof
2
CFO until October 31, 2022 236 - 15 - - - 251 -
M. Faasse
3
CFO as of November 1, 2022 50 3 50 4 107 100%
B.L.M. Schreuders Senior Counsel and interim CEO
as of February 20, 2023 135 - 18 - - 125 11 289 93%
N.G.P. Groen MD 188 - 44 - - 100 17 349 53%
1
Including payments from undertakings belonging to the same group with the meaning of Article 1711-1 of the amended law of 19 August 1915.
2
Remuneration up to October 31, 2022.
3
Remuneration as per November 1, 2022
Pension contribution
For the former CEO and former CFO of the Executive Board, no pension contribution
plan was in place. For the other members of the Executive Board, the defined
contribution pension expense is included in the table ‘Overview remuneration
Executive Board 2022’.
Loans
The Company has issued no loans or guarantees to members of the Executive
Board.
Introduction About B&S Results Financial statementsGovernance
124
B&S Group S.A.
Annual Report 2022
Comparative table over the remuneration and company performance over the last reported financial years after the Company’s listing (RFY)
Annual Change € x 1,000 Information
regarding the RFY
RFY-1 RFY-2 RFY-3 RFY-4
Remuneration
J.B. Meulman - - 713 1,121 1,245
G. van Laar - - 120 467 508
T. de Haan 539 781 634 - -
P. Kruithof 251
1
588 299 - -
M. Faasse 107
2
B.L.M. Schreuders 289 183 160 159 131
N.G.P. Groen 349 306 235 151 127
Company Performance
Financial metric: Profit before tax 47.7 71.7 51.2 77.5 90.8
Average remuneration on a full-time equivalent basis of employees
Employees of the group 69 63 62 58 58
1
Remuneration up to October 31, 2022.
2
Remuneration as per November 1, 2022.
Comparative information on remuneration and company performance
According to the Supervisory Board, the Executive Board remuneration is
proportional and acceptable compared to the Company performance and the
average remuneration of employees on a full-time equivalent basis.
Introduction About B&S Results Financial statementsGovernance
125
B&S Group S.A.
Annual Report 2022
Claw back
The remuneration policy of May 18, 2021 approved by the General Meeting of
Shareholders, added a claw back arrangement. The Supervisory Board has the
authority to claim back variable compensation that has been paid out, to the extent
such payment was based on incorrect information, including financial statements
concerning the achievement of targets or the occurrence of circumstances that the
bonus was dependent on.
Conditionally awarded variable remuneration
The remuneration policy of May 18, 2021 approved by the General Meeting of
Shareholders, added an arrangement for conditional award of variable
remuneration. If in the opinion of the Supervisory Board, the termination of variable
remuneration awarded in a previous year would produce an unfair result due to
extraordinary circumstances that occurred during the period in which the
predetermined performance criteria have been or should have been achieved,
the Supervisory Board has the power to adjust the value of such variable
remuneration that would have been payable, thereby applying principles of
reasonableness and fairness.
Supervisory Board remuneration
The Annual General Meeting of Shareholders determines the remuneration of the
Supervisory Board members, and it may be reviewed annually and thereafter
proposed to the Annual General Meeting of Shareholders. The remuneration of the
members of the Supervisory Board consists of fixed annual fees for their role as
Supervisory Board member. In addition, the Chairman receives a fixed annual fee
for this role. The Group does not grant variable remuneration to the members of the
Supervisory Board. Members of the Supervisory Board do not receive any
performance or equity-related compensation and do not accrue any pension rights
with the Company. The Company does not grant stock options, share appreciation
rights or shares to the members of the Supervisory Board.
As per December 31, 2022, the members of the Supervisory Board had no loans
outstanding with the Group.
Supervisory Board remuneration in 2022
The annual base pay in 2022 for every Supervisory Board member was €60,000.
The Chairman of the Supervisory Board receives an additional annual fee of
€10,000.
Supervisory Board remuneration 2022
Amount (in €)
Supervisory Board member
Jan Arie van Barneveld (Chairman until December 15, 2022) 70,000
Derk Doijer (Chairman as of December 19, 2022) -
Willem Blijdorp (Vice-chairman until February 19, 2023) 60,000
Leendert Blijdorp 60,000
Rob Cornelisse (until September 1, 2022) 40,000
Kitty Koelemeijer (until December 15, 2022) 60,000
Engelbert Tjeenk Willink (as of December 30, 2022,
and Vice-Chairman as of February 20, 2023 -
Total 290,000
Introduction About B&S Results Financial statementsGovernance
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
126
Financial
statements
127
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
14 Property, plant and equipment 164
15 Investments in associates 167
16 Receivables 168
17 Deferred tax assets 168
18 Inventory 169
19 Trade receivables 169
20 Corporate income tax receivables 170
21 Share capital 170
22 Reserves 171
23 Non-controlling interest 172
24 Loans and borrowings 173
25 Leases 175
26 Deferred tax liabilities 176
27 Retirement and other employee benefit obligations 177
28 Other provisions 178
29 Other liabilities 179
30 Other current liabilities 181
31 Contingent liabilities and contingent assets 181
32 Risk management and financial instruments 182
33 Related party transactions 190
34 Acquisitions 193
35 Subsequent events 194
Contents
Consolidated statement of profit or loss 128
Consolidated statement of profit or loss and other
comprehensive income 129
Consolidated statement of financial position 130
Consolidated statement of changes in equity 132
Consolidated statement of cash flows 134
Notes to the consolidated financial statements 136
1 General 136
2 Adoption of new and revised International Financial Reporting
Standards (“IFRS”) 136
3 Significant accounting policies 138
4 Critical accounting judgements and key sources of uncertainty 150
5 Segment reporting 151
6 Turnover 156
7 Personnel costs 156
8 Other operating expenses 157
9 Financial expenses 157
10 Taxation on the result 158
11 Earnings per share 158
12 Goodwill 159
13 Other intangible assets 161
128
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
Consolidated statement of profit or loss
for the year ended December 31, 2022
x € 1,000 Note 2022 2021
CONTINUING OPERATIONS
Turnover 6 2,148,239 1,869,507
Purchase value 1,844,320 1,582,206
Gross profit 303,919 287,301
Personnel costs
7 147,080 117,610
Amortisation
13 13,017 11,626
Depreciation
14 8,151 7,629
Depreciation right-of-use assets
25 11,610 11,455
Impairment of non-current assets
25,12 135 10,193
Other operating expenses
8 65,994 53,327
Total operating expenses 245,987 211,840
Operating result 57,932 75,461
Financial expenses
9 (10,401 ) (3,889 )
Share of profit of associates
15 138 159
Result before taxation 47,669 71,731
Taxation on the result
10 (11,587 ) (17,157 )
Profit for the year from continuing operations 36,082 54,574
Attributable to:
Owners of the Company 26,100 38,471
Non-controlling interests 9,982 16,103
Total 36,082 54,574
Earnings per share (basic / diluted)
From continuing operations in euros
11 0.31 0.46
The accompanying notes are an integral part of these consolidated financial statements.
129
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
Consolidated statement of profit or loss and other comprehensive income
for the year ended December 31, 2022
x € 1,000 2022 2021
Profit for the year from continuing operations 36,082 54,574
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
•
Foreign currency translation differences net of tax 6,426 8,344
•
Effective portion of changes in fair value of cash flow hedges net of tax 1,756 (1,112 )
Other comprehensive income for the year net of tax 8,182 7,232
Total comprehensive income for the year 44,264 61,806
Attributable to:
Owners of the Company 33,726 42,559
Non-controlling interests 10,538 19,247
Total 44,264 61,806
The accompanying notes are an integral part of these consolidated financial statements.
130
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
Consolidated statement of financial position
at December 31, 2022
x € 1,000 Note 31.12.2022 31.12.2021
Non-current assets
Goodwill
12 79,470 65,092
Other intangible assets
13 48,598 54,061
Property, plant and equipment
14 50,031 38,078
Right-of-use assets
25 77,879 60,680
Investments in associates
15 2,925 2,783
Receivables
16 889 1,234
Deferred tax assets
17 4,082 2,300
Current assets
Inventory
18 416,878 381,763
Trade receivables
19 176,301 195,038
Corporate income tax receivables
20 4,322 6,090
Other tax receivables 14,279 17,023
Other receivables 21,438 21,027
Cash and cash equivalents 38,723 12,547
Total assets 935,815 857,716
The accompanying notes are an integral part of these consolidated financial statements.
131
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
x € 1,000 Note 31.12.2022 31.12.2021
Equity attributable to
Owners of the Company 281,876 264,164
Non-controlling interest
23 25,121 39,107
Non-current liabilities
Loans and borrowings
24 182,059 180,956
Lease liabilities
25 73,804 58,344
Deferred tax liabilities
26 9,025 10,966
Employee benefit obligations
27 1,027 1,359
Other provisions
28 650 1,002
Other liabilities
29 45,999 39,089
Current liabilities
Loans and borrowings
24 105,136 59,925
Lease liabilities due within one year
25 12,716 11,035
Derivative financial instruments 91 -
Trade payables 137,519 106,652
Corporate income tax liabilities 4,432 9,157
Other tax liabilities 9,933 9,791
Other current liabilities
30 46,427 66,169
Total equity and liabilities 935,815 857,716
The accompanying notes are an integral part of these consolidated financial statements.
132
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
Consolidated statement of changes in equity
for the year ended at December 31, 2022
x € 1,000 2022
Paid-up
share capital
Hedging
reserve
Translation
reserve
Retained
earnings
Total
attributable
to Owners
Non-
controlling
interest
Total
equity
Balance as at January 1 5,051 (31 ) (175 ) 259,319 264,164 39,107 303,271
Total comprehensive income
•
Profit for the year from continuing operations - - - 26,100 26,100 9,982 36,082
•
Other comprehensive income for the year - 1,536 6,090 - 7,626 556 8,182
Other transactions
•
Dividend - - - (15,152 ) (15,152 ) (10,815 ) (25,967 )
•
Transactions under common control - - - (2,696 ) (2,696 ) (1,147 ) (3,843 )
•
Acquired in business combination - - - - - 2,460 2,460
•
Share-based payments - - - 900 900 - 900
•
Other movements - - - - - - -
Deferred payments
•
Reclassification to non-current liabilities - - - - - (15,022 ) (15,022 )
•
Fair value adjustment non-current liabilities - - - 934 934 - 934
Balance as at December 31 5,051 1,505 5,915 269,405 281,876 25,121 306,997
The accompanying notes are an integral part of these consolidated financial statements.
133
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
x € 1,000 2021
Paid-up
share capital
Hedging
reserve
Translation
reserve
Retained
earnings
Total
attributable
to Owners
Non-
controlling
interest
Total
equity
Balance as at January 1 5,051 1,066 (5,360 ) 255,618 256,375 50,527 306,902
Total comprehensive income
•
Profit for the year from continuing operations - - - 38,471 38,471 16,103 54,574
•
Other comprehensive income for the year - (1,097 ) 5,185 - 4,088 3,144 7,232
Other transactions
•
Dividend - - - (8,418 ) (8,418 ) (11,986 ) (20,404 )
•
Transactions under common control - - - (34,256 ) (34,256 ) (15,178 ) (49,434 )
•
Share-based payments - - - 900 900 - 900
Deferred payments
•
Reclassification to non-current liabilities - - - - - (3,503 ) (3,503 )
•
Fair value adjustment non-current liabilities - - - 7,004 7,004 - 7,004
Balance as at December 31 5,051 (31 ) (175 ) 259,319 264,164 39,107 303,271
The accompanying notes are an integral part of these consolidated financial statements.
134
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
Consolidated statement of cash flows
for the year ended December 31, 2022
x € 1,000 Note 2022 2021
Profit for the year from continuing operations 36,082 54,574
Adjustments for:
Taxation on the result
10 11,587 17,157
Share of profit of associates
15 (138 ) (159 )
Financial expenses
9 10,401 3,889
Depreciation and impairment of right-of-use assets
25 11,745 19,105
Depreciation and impairment of property, plant and equipment
14 7,759 9,616
Amortisation and impairment of goodwill and other intangible assets
12, 13 13,017 12,182
Provisions (684 ) (365 )
Non-cash share-based payment expense
21, 28 825 975
Other non-cash movements 2,575 1,104
Operating cash flows before movements in working capital 93,169 118,078
Decrease / (increase) in inventory (27,457 ) (73,490 )
Decrease / (increase) in trade receivables 21,881 610
Decrease / (increase) in other tax receivables 2,744 (5,728 )
Decrease / (increase) in other receivables 2,721 (3,310 )
Increase / (decrease) in trade payables 22,487 4,124
Increase / (decrease) in other taxes and social security charges 142 (1,634 )
Increase / (decrease) in other current liabilities 10,903 (475 )
Cash generated by operations 126,590 38,175
Income taxes paid (18,579 ) (19,550 )
Interest paid (9,203 ) (3,840 )
Net cash from operations 98,808 14,785
The accompanying notes are an integral part of these consolidated financial statements.
135
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
x € 1,000 Note 2022 2021
Interest received - 47
Repayments on loans issued to associates
16 - 210
Acquisition of subsidiaries, net of cash acquired
34 (57,256 ) (11,234 )
Acquisition of other investments
16 (500 ) -
Payment for property, plant and equipment
14 (19,185 ) (10,462 )
Payment for intangible assets
13 (1,142 ) (2,649 )
Proceeds from disposals 349 274
Net cash from investing activities (77,734 ) (23,814 )
Repayments on loans from banks
16, 24 (2,762 ) (53,667 )
Receipts on loans to shareholders
16 878 -
Repayments on lease liabilities
25 (11,774 ) (11,091 )
New loans received from banks
24 - 175,700
Transaction costs related to loans and borrowings
24 (50 ) (250 )
Dividend paid to owners of the Company
22 (15,152 ) (8,418 )
Dividend paid to non-controlling interests
23 (10,815 ) (11,986 )
Changes in credit facilities
24 44,777 (107,582 )
Net cash from financing activities 5,102 (17,294 )
Balance January 1, 12,547 38,870
Net movement in cash and cash equivalents 26,013 (28,039 )
Net foreign exchange difference 163 1,716
Balance December 31, 38,723 12,547
The accompanying notes are an integral part of these consolidated financial statements.
136
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
2.1 New and amended IFRSs that are effective for the current year
1 General
page 202.
2 Adoption of new and revised International Financial Reporting
Notes to the consolidated financial statements
137
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
2.2 New and revised IFRS standards in issue but not yet effective
138
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
3.4 Non-GAAP measures
3 Significant accounting policies
3.1 Statement of compliance
3.2 Political and economic uncertainties
3.3 Basis of preparation
139
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
3.5 Going concern
3.6 Corrections of errors
3.7 Basis of consolidation
a. EBITDA for the last twelve months (the Relevant Period) adjusted by the
b. excluding the EBITDA attributable to any member of the Group disposed of
140
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
3.8 Business combinations
141
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
3.10 Investments in associates
3.11 Revenue recognition
3.9 Goodwill
142
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
3.12 Purchase value
3.13 Leases
143
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
144
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
3.15 Employee benefits
note 29 for more details on the share-based payment arrangements
3.14 Foreign currencies
145
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
3.17 Taxation
3.16 Financial expenses
146
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
3.18 Intangible assets other than goodwill
147
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
3.20 Inventories
3.21 Financial instruments
3.19 Property, plant and equipment
148
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
note 32.
149
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
3.22 Hedge accounting
150
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
3.23 Provisions
4 Critical accounting judgements and key sources of uncertainty
151
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
5 Segment reporting
152
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
153
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
154
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
155
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
156
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
7 Personnel costs
6 Turnover
157
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
9 Financial expenses
8 Other operating expenses
158
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
11 Earnings per share
10 Taxation on the result
159
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
12 Goodwill
160
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
161
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
13 Other intangible assets
162
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
163
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
164
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
14 Property, plant and equipment
165
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
166
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
167
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
15 Investments in associates
168
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
17 Deferred tax assets
16 Receivables
169
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
19 Trade receivables
18 Inventory
170
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
20 Corporate income tax receivables
21 Share capital
171
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
22 Reserves
172
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
23 Non-controlling interest
173
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
24 Loans and borrowings
174
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
175
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
25 Leases
176
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
26 Deferred tax liabilities
177
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
27 Retirement and other employee benefit obligations
178
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
28 Other provisions
179
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
29 Other liabilities
180
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
Percentage of shares 25.00% 15.00% 29.17%
181
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
31 Contingent liabilities and contingent assets
30 Other current liabilities
182
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
32 Risk management and financial instruments
183
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
184
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
185
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
•
•
•
•
•
•
•
186
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
187
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
188
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
189
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
190
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
33 Related party transactions
1
Upon proposal of the Supervisory Board in the AGM of 2023, Mr. M. Faasse will be appointed to the
Executive Board.
191
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
192
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
193
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
34 Acquisitions
194
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
35 Subsequent events
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
195
Other
information
196
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
Independent auditor’s report
To the Shareholders of B&S Group S.A.
14, rue de Strachen
L- 6933 Me nsd or f
Grand Duchy of Luxembourg
Report of the reviseur d’entreprises agree
Report on the Audit of the consolidated financial statements
Opinion
We have audited the consolidated financial statements of B&S Group S.A. and its
subsidiaries (the “Group”), which comprise the consolidated statement of financial
position as at December 31, 2022, and the consolidated statement of profit or loss,
consolidated statement of profit or loss and 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 December 31,
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 Nº 537/2014,
the Law of July 23, 2016 on the audit profession (Law of July 23, 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 Nº 537/2014, the Law of July 23, 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.
Corporate Governance
Key audit matter description
In accordance with ISA 315 “Identifying and assessing the risks of material
misstatements through understanding the entity and its environment” we have
obtained an understanding of the Group’s control environment. The control
environment includes the governance and management functions and the attitudes,
awareness, and actions of those charged with governance and management
concerning the Group’s internal control and its importance in the Group.
Other information
197
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
Reading and analysing minutes of the Supervisory and Executive Board
meetings.
Assessing the results of the corporate governance review performed by the
Group.
Appointing experienced, senior and dedicated quality reviewers.
Performing procedures as described in the Key Audit Matter about Related
Party Transactions.
Related party transactions – Refer to Note 33 to the consolidated financial
statements
Key audit matter description
As disclosed in note 33, the Group has multiple transactions with related parties
including but not limited to sales of products and services amounting to € 32.4
million, purchases of products and services amounting to € 24.9 million,
non-recourse sale of assets amounting to € 25.1 million and rent of premises of
€ 5.7 million for the year ended December 31, 2022. Certain transactions are
concluded with entities over which the Vice-Chairman of the Supervisory Board of
the Group, a function held till February 19, 2023 by the majority shareholder of the
Group has (joint) control or significant influence. As disclosed in note 33, the
Vice-Chairman of the Supervisory Board of the Group also had entered into
transactions with key management of the Group.
The Supervisory Board and Executive Board members as well as the entities they
control that are not part of the Group are considered to be related parties. There is
an inherent risk that transactions with these related parties do not comply with the
arm’s length principle. Due to the number and size of the Group’s transactions with
these related parties for the year ended December 31, 2022, and the potential
magnitude of the implied risk of non-compliance with the arm’s length principle,
we considered this area to be a key audit matter.
The corporate governance of the Group is determined by Luxembourg Law,
the Articles of Association, and – as these are underwritten by the Group - by the
regulations of the Dutch Corporate Governance Code.
The Vice-Chairman of the Supervisory Board of the Group, a function held till
February 19, 2023 by the majority shareholder of the Group (through Sarabel Invest
S.à r.l.) has power to control the decision taking within the Supervisory and
Executive Board via holding the majority of voting rights allowing him to impact the
composition of the Supervisory and Executive Board.
As disclosed in the Governance section of the Annual Report a series of events took
place which led to changes in the composition of the Supervisory Board in
September 2022, December 2022 and February 2023. As disclosed in note 33 to
the consolidated financial statements, there have been related party transactions
with either the majority shareholder personally or with entities controlled by him and
with Executive Board members and entities of the Group
We consider the changes to the composition of the Supervisory Board of the Group,
in particular the removal of the former Chair of the Supervisory Board, appointment
of a new Chair of the Supervisory Board and the resulting change to the
composition of the Audit and Risk Committee as a key audit matter as these events
have an impact on the corporate governance of the Group and the supervision of
the financial reporting process.
How the Key Audit Matter was addressed in our audit?
Our procedures or actions taken to address the changes within the Corporate
Governance of the Group included amongst others:
Appointing experienced, senior, dedicated team members.
Holding private sessions with the Supervisory and Executive Board members.
Holding private sessions with the Director Internal Audit.
Using specialists in a number of areas, including IT, forensic, valuation,
financing and tax.
198
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
Comparing the related parties list to:
information in the Related Party Confirmations
confirmations obtained in prior periods
information obtained during interviews with the Supervisory Board and
Executive Board
information based on open source cross-checks
Sharing this related parties list with select component auditors requesting
them:
To report to the Group Audit Engagement Team any related party not
included in this list as well as any transaction and / or relationship with
related parties that was not disclosed to them as such
To report to the Group Audit Engagement Team any event of
non-compliance with the Group’s policies for transactions and relationships
with related parties
To perform a keyword search on entity names, personal names and
description for all journal entries in the accounting system and top side
entries
To identify all the component’s transactions with related parties and test
related contracts for compliance with the arm’s length principle for material
transactions
We also assessed the adequacy of the Group’s related party transactions
disclosures in note 33 to the consolidated financial statements.
Goodwill impairment test — Refer to Notes 3.8, 4 and 12 to the consolidated
financial statements
Key audit matter description
As disclosed in note 12, the Group’s goodwill balance amounts to € 79.5 million as at
December 31, 2022. In accordance with IFRS (IAS 36 Impairment of Assets)
management is required to perform a yearly impairment test to ensure that the
Group’s goodwill is not carried at a value exceeding its recoverable amount.
How the Key Audit Matter was addressed in our audit?
Our audit procedures included, but were not limited to:
Obtaining an understanding of the Group’s related parties relationships and
transactions
Obtaining an understanding of the Group’s process for engaging in
transactions with related parties as well as the design & implementation of
related relevant controls taking in consideration the observations on (changes
in) control and Corporate Governance as noted in Key Audit Matter about
Corporate Governance
Meeting with the Supervisory Board, Executive Board and Audit & Risk
Committee and other executive management representatives to understand
the business rationale and status of significant related party transactions
Obtaining input from specialists (forensic, IT, valuation, real estate,
employment law, debt advisory and tax) in respect to the identification of
related parties and assessing related party transactions
Analysing the information prepared by the Group for ensuring that transactions
of the Group with related parties are complete and at arm’s length
Assessing whether material suppliers and customers of the Group are related
parties
Obtaining confirmations about duality of roles, related parties and related
party transactions (the “Related Party Confirmations”) from the majority
shareholder, members of the Supervisory Board, Executive Board and
Leadership Team
Performing open source cross-checks based on information in the Related
Party Confirmations
Comparing information in Related Party Confirmations to confirmations
obtained in prior periods
Obtaining from the Group’s management the exhaustive list of the Group’s
related parties
199
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
ln 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.
Responsibilities of the Executive Board and Those Charged with
Governance of the Group for the consolidated financial statements
The Executive Board is responsible for the preparation and fair presentation of
these consolidated financial statements in accordance with IFRSs as adopted by
the European Union, and for such internal control as the Executive Board
determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Executive 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 Executive Board either intends to liquidate
the Group or to cease operations, or has no realistic alternative but to do so.
The Executive 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 as amended (“the ESEF
Regulation”).
Those charged with governance are responsible for overseeing the Group’s
financial reporting process.
The impairment assessment is subject to significant management judgement and
estimation in the following areas:
assessment and determination of the expected cash flows from the
businesses;
setting appropriate terminal growth rates; and
selection of the appropriate discount rate.
The audit procedures carried out on the valuation of goodwill are regarded as a key
audit matter as the valuation of goodwill is susceptible to management judgment
and estimates and is based on assumptions that are affected by future market and
economic conditions.
How the matter was addressed in the audit?
Our audit procedures included, but were not limited to:
With the assistance of our Valuation Specialists, we have addressed the goodwill
valuation by testing the assumptions, discount rates, methodologies and financial
data used. Specific focus was given to the sensitivity in the available headroom of
cash-generating units (CGUs) where a reasonably possible change in the
underlying assumption could cause the carrying amount to exceed its recoverable
amount. We have also assessed management’s internal controls with regard to the
goodwill impairment test.
Other Information
The Executive Board is responsible for the other information. The other information
comprises the information stated in 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.
200
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
Conclude on the appropriateness of the Executive Board 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.
Our responsibility is also to assess whether the consolidated financial statements
have been prepared in all material respects with the requirements laid down in the
ESEF Regulation.
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.
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 Nº 537/2014, the Law of July 23, 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.
As part of an audit in accordance with the EU Regulation Nº 537/2014, the Law of
July 23, 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise
professional judgment and maintain professional scepticism 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
Executive Board.
201
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
For the Group it relates to:
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 the Group as at December
31, 2022, identified as B&S Group S.A. Annual Report 2022 iXBRL pack, have been
prepared, in all material respects, in compliance with the requirements laid down in
the ESEF Regulation.
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, on the audit profession were not provided and that we remain
independent of the Group in conducting the audit.
For Deloitte Audit, Cabinet de révision agréé
Jan van Delden, Réviseur d’entreprises agréé
Partner
April 14, 2023
20, Boulevard de Kockelscheuer
L-1821 Luxembourg
Grand Duchy of Luxembourg
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 General Meeting of
the Shareholders on May 17, 2022 and the duration of our uninterrupted
engagement, including previous renewals and reappointments, is five 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 consolidated management
report. The information required by Article 68ter paragraph (1) letters c) and d) of
the law of December 19, 2002 on the commercial and companies register and on
the accounting records and annual accounts of undertakings, as amended,
is consistent with the financial statements and has been prepared in accordance
with applicable legal requirements.
We have checked the compliance of the consolidated financial statements of the
Group as at December 31, 2022 with the relevant statutory requirements set out in
the ESEF Regulation that are applicable to financial statements.
202
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements
L- 6933, M e n s d o r f
G.D. Lu xem b ourg
Tel: +352 2687 0881
www.bs-group-sa.com
List of subsidiaries Contact
B&S Group S.A.
Annual Report 2022
203
Appendices
Introduction About B&S Results Governance Financial statements
204
B&S Group S.A.
Annual Report 2022
In 2021, the EU Taxonomy was adopted by the European Commission. This
classification system of environmentally sustainable economic activities aims to
stimulate sustainable investments and spur the implementation of the European
Green Deal. This means that B&S is required to disclose information about the
proportion of Taxonomy non-eligible economic activities in relation to their total
turnover, capital and operational expenditure for the six environmental objectives.
B&S connects various parties in the value chain by means of technology to make
premium consumer goods available to everyone, anywhere. To assess whether our
key economic activities are eligible or not, we performed an analysis of the extent to
which our key economic activities are currently included under the six adopted
environmental objectives. We used the EU Taxonomy Compass as well as the EU
Taxonomy Technical Annex Report as guidance documents to ensure our analysis
was performed in alignment with regulatory requirements under the EU Taxonomy.
Based on this analysis, our key economic activities are non-eligible as per all EU
Taxonomy environmental objectives. The outcome of this exercise is summarised in
the below table.
Eligible and non-eligible key economic activities
Key economic activities Turnover CAPEX OPEX
Eligible 0% 0% 0%
Non-eligible 100% 100% 100%
Total 100% 100% 100%
EU taxonomy
The table above depicts a simplified version of the reporting template for disclosing
the KPIs for non-financial undertakings as set out in Annex II of Regulation (EU)
2020/852. It indicates in one overview the eligibility and alignment for our key
economic activities. As our key economic activities are not eligible for neither of the
six environmental objectives we perceived disclosing the extended table would not
be of any value and might even add unnecessary complexity for the reader.
We would like to emphasise that the outcome of not being eligible does not provide
any information of B&S’ sustainability efforts and results. For an overview of our
sustainability ambitions, activities undertaken, and progress made in 2022, please
refer to the Results and Governance sections in this report.
Outlook 2023
The EU taxonomy will take further form the coming year(s) in both its scope and
respective reporting obligations. For example, additional key economic activities per
environmental objective might be extended. Naturally, B&S will closely monitor the
developments regarding the EU Taxonomy as well as the Corporate Sustainability
Reporting Directive and will adjust its reporting accordingly to ensure compliance
with regulatory reporting requirements.
Introduction About B&S Results Governance Financial statements
205
B&S Group S.A.
Annual Report 2022
We are in the transition to include more quantitative information in our Annual
Report regarding our sustainability performance in order to address stakeholder
needs, comply with regulatory requirements as well as to better measure our
company’s success. In this section, we provide an overview of the reporting
framework we apply for the selected non-financial indicators and the activities that
fall within its scope.
We selected indicators to measure and monitor our progress made for the topics
included in the Materiality Matrix. These performance indicators are selected based
on relevance to our business and aligned with external standards and principles
regarding non-financial reporting. Examples being the Global Reporting Initiative
(GRI), Sustainable Development Goals (SDGs), GreenhouseGas (GHG) Protocol and
the Food Waste and Food Loss Protocol. For some topics, we selected an own
performance indicator as an external standard was not (yet) available or was
perceived to be unsuitable to manage our progress made.
Due to the phase of our sustainability strategy, we were not yet able to report in a
quantitative manner on all material topics. In addition, for some topics related to
commercial excellence we are still in the process of defining a suitable quantitative
performance indicator. All specific instances are indicated accordingly in the GRI
Content Index table.. In this annual report we report our progress for the first time in
accordance with GRI Standards ‘core option’.
Reporting principles non-financial indicators
Scope
From an operational scope perspective, the data includes the following parts of the
business, unless specifically noted otherwise:
ը
Indicators linked to empowered people: all B&S entities
ը
Indicators linked to energy, waste and packaging logistics: office and
warehouses that are under our own operational control i.e. all locations in the
Netherlands (7), Spain (1) and USA (4).
ը
Indicators linked to commercial excellence: all B&S entities
In case we did not yet achieve full coverage in reporting on an indicator in reporting
year 2022, we clarified it accordingly in below reporting methodology paragraph.
Internal reviews and consolidation
The various locations reported to corporate office by means of data reporting
templates. Source data and supporting documentation received from third parties
such as invoices and vendor’s dashboards were subsequently validated. In addition,
sensitivity checks were performed and discussion with internal stakeholders were
conducted in order to understand the trends detected.
Methodology and data collection Empowered People
Generic HR data indicators
Headcount
Employees registered on our payroll in our HR systems based on average during
reporting period January 1, 2022 - December 31, 2022.
ը
Regions: America, Europe, Middle east and Africa
ը
Type of contract: permanent, temporary or intern
ը
Per employee type: fulltime (maximum contractual hours that can be worked at
the business unit) or parttime contract
ը
Age: <30 – 30-50 – >50 (excluding Spain as they do not register date of birth)
Introduction About B&S Results Governance Financial statements
206
B&S Group S.A.
Annual Report 2022
ը
Gender: male or female
ը
New hires in number and ratio: first time contract with us. Renewed annual
contracts or employees that changed entity are not considered to be new hires.
ը
Turnover in number and ratio: resignation date that the employee left the
company voluntarily or due to dismissal, retirement, or death in service.
Employees that changed entity are not considered to have left the company.
Workers
Workers are reported in headcount and based on average number of workers
employed during reporting period January 1, 2022 - December 31, 2022. With
workers we mean temporary hires that work for us via a recruitment agency.
Applicable GRI indicators:
102-8 Information on employees and other workers
401-1 New employee hires and employee turnover
Material topic: Employee health, safety & well-being
Workers covered by an occupational health and safety management system are
considered to be those locations with a ISO 45001 certification or that have a formal
safety committee installed which meets on a periodic basis.
We report safety incidents in our Topdesk incident management system.
The coming year we will be further improving upon registration and monitoring.
Applicable GRI indicator:
403-8 Workers covered by an occupational health and safety management
system
Applicable SDG targets:
8.8:
Protect labour rights and promote safe and secure working environments for
all workers, including migrant workers, in particular women migrants,
and those in precarious employment.
Material topic: People & talent development
Programmes in place that contribute to improving skills and the development of our
employees.
Applicable GRI indicator:
404-2 Programmes for upgrading employee skills and transition assistance
programmes
Applicable SDG targets:
4.3:
By 2030, ensure equal access for all women and men to affordable and
quality technical, vocational and tertiary education, including university
Material topic: Diversity & inclusion
Diversity ratio in senior management
Female / Male ratio in senior management in which senior management is defined
as maximum 2 layers below the level of CEO.
Applicable GRI indicator:
405-1 Diversity of governance bodies and employees
Introduction About B&S Results Governance Financial statements
207
B&S Group S.A.
Annual Report 2022
Applicable SDG targets:
5.5:
Ensure women’s full and effective participation and equal opportunities for
leadership at all levels of decision-making in political, economic and public
life
8.5: By 2030, achieve full and productive employment and decent work for all
women and men, including for young people and persons with disabilities,
and equal pay for work of equal value.
10.2: By 2030, empower and promote the social, economic and political inclusion
of all, irrespective of age, sex, disability, race, ethnicity, origin, religion or
economic or other status.
10.3: Ensure equal opportunity and reduce inequalities of outcome, including by
eliminating discriminatory laws, policies and practices and promoting
appropriate legislation, policies and action in this regard.
Material topic: Community engagement
We are still finalising our community engagement approach as well as our
volunteering platform. We aim to publish our policy paper for this material topic in
2023. To this end, we will also define suitable key performance indicators which
allow us to track our progress made. For the time being, we report the number of
NGO’s supported throughout the reporting year it being either in monetary or
in-kind manners. Monetary support is registered in our financial reporting system.
Each different NGO donated to was counted as one separate organisation with
whom we collaborate with in order to give back to the communities we serve.
Own indicators:
Number of NGO’s supported
Methodology and data collection Sustainable Value Chain
Material topic: Climate action
Boundary: scope 1 and 2 CO₂ emissions as a result of own operations that are under
our direct operational control being offices and warehouses.
Energy consumption
ը
The amount of energy purchased from our energy provider derived from
non-renewable sources i.e. fossil fuels (‘grey’) or renewables in KwH. Data is
based on:
ը
Smart / remote meter readings which is accessible through our energy
management dashboard portal
ը
Consumption usage as stated on the received invoices from our energy
providers
ը
If data is not available we use estimate based on an average m
2
usage which
is based on locations that are comparable in size and type of activities
ը
The amount of electricity consumed generated from our own solar panel park in
KwH. Data is based on:
ը
The amount of energy generated by our own solar panels is derived from
smart meter readings and which is accessible through our energy
management dashboard.
ը
Only applicable for our sites in Dordrecht and Amsterdam
Refrigerants
The use of refrigerants classified per type in KG as a result of leakage of refrigerant
substances. Data is based on consumption data received from our refrigerant
maintenance suppliers per location.
Energy and CO
2
emissions intensity
ը
Energy consumption in KwH per m
2
ը
CO
2
emissions (scope 1 and 2) per m
2
Introduction About B&S Results Governance Financial statements
208
B&S Group S.A.
Annual Report 2022
CO
2
emissions
We report our scope 1 and 2 carbon emissions data according to the GHG Protocol
Corporate Standard for our electricity, gas and refrigerant consumption.
CO
2
emissions are calculated by multiplying the source data (under energy
consumption) with the relevant conversion factors. We use the latest available
emission factors to calculate our CO
2
emissions.
Sources conversion factors used for electricity and gas:
ը
Netherlands: www.CO
2
emissiefactoren.nl
ը
Spain: market based approach AIB (2020-2021) - Residual mixes 2020-2021
ը
USA: market based approach Environmental Protection Agency (EPA) based on
eGrid 2020 values retrieved per state.
Source conversion factors used for refrigerants: www.CO
2
emissiefactoren.nl
Applicable GRI indicators:
302-1 Energy consumption within the organization
302-3 Energy intensity
305-1 Direct (Scope 1) GHG emissions
305-2 Energy indirect (Scope 2) GHG emissions
305-4 GHG emissions intensity
Own indictors:
ը
Number of solar panels: only applicable for our warehouse location in
Amsterdam and Dordrecht.
ը
KwH renewables self-generated: total of electricity generated by our solar
panels. Data based on electric meter readings.
ը
% of electric lease cars: share of electric lease cars on total lease cars. Only
applicable for the Netherlands.
ը
% barge: share of containers moved by barge from inbound and outbound
container loads which are planned by ourselves. Only applicable for the
Netherlands.
Applicable SDG targets:
7.2:
By 2030, increase substantially the share of renewable energy in the global
energy mix
7.3: By 2030, double the global rate of improvement in energy efficiency
Material topic: Circular economy (be resource conscious)
Waste
ը
Our waste is segregated into various streams such as cardboard/paper, plastic,
organic, metal, generic, glass, hazardous and wood from our warehouses and
offices for all our Dutch locations. Data is based on reports provided by our
external waste contractors whom measures waste that leaves our premises.
Our waste contractors provide the type of waste, the weight in KG – either
weighed or estimated based on volume collected - and its destination. Waste
data for our locations in the USA will be reported from 2023 onwards.
ը
We use the Food Loss and Waste Accounting and Reporting Standard (FLW),
a global standard on quantifying and reporting on food loss and waste,
as guidance to calculate and report on our food waste.
ը
Food loss or waste are products that were originally meant for human
consumption but for various reasons are removed from the human food chain.
We consider food waste to be food products that we did not sell but sent to our
waste contractors for destruction. This includes food products even if it is then
directed to a non-food use such as animal feed, bioenergy or incineration with
energy recovery. Products that have been donated to Dutch Food Banks are not
considered to be food waste as these products are still consumed. We excluded
the tobacco and non-food product category. All data used to calculate the
annual food waste in kilograms is obtained from B&S’ proprietary ERP system
(‘BiT’). This data consists of product master data, as well as all processed stock
adjustments on a product batch level. All stock adjustments are registered with a
stock adjustment category, the original unit of measure (UOM) and the monetary
stock adjustment value in EUR. The net weight (excluding packaging) for every
stock adjustment is calculated and verified by combining product master data
Introduction About B&S Results Governance Financial statements
209
B&S Group S.A.
Annual Report 2022
with stock adjustment data. Stock adjustment reasons include but are not limited
to products nearing or having passed the best-before-date; or products which
have become damaged by accident. We included both our Dutch and Dubai
operations for this indictor.
Packaging
ը
Packaging in logistics: secondary and tertiary packaging materials added in our
own operations for the purpose of warehousing, repacking, and shipping
activities. Examples are shrink wrap, boxes, tapes and filling material. Due to the
quantities in weight, we consider label usage to be not materials and out of
scope. In addition, pallets are considered to be re-used to a large extend which
are therefore also out of scope. For the Netherlands and Spain, data is provided
by our packaging suppliers by type of packaging, materials used, weight and
quantities purchased during the reporting year. Our USA data is based on
quantities used throughout the reporting period. We will further optimize our
registration system in BiT to ensure we can provide packaging materials used
during a reporting year instead of materials purchased.
ը
Packaging in specialty brands products: due to data limitations we are not yet
able to report on packaging materials used for our private labels and licensed
products. In 2022, we started developing a reporting system as well as initiated
pilots to gather packaging data. We are dependent on suppliers in providing
accurate and complete information. We aim to have the reporting system up and
running in 2023 after which we will further ramp up our data gathering efforts.
Applicable GRI indicators:
306-3 Waste generated
306-4 Waste diverted from disposal
306-5 Waste directed to disposal
301-1 Materials used by weight or volume
Own indicators:
ը
Tonnes of food waste per € million food sale
ը
% unsold food donated to the Food Banks (number of donated food products /
number of unsold food products)
Applicable SDG targets:
12.2:
By 2030, achieve the sustainable management and efficient use of natural
resources
12.3: By 2030, halve per capita global food waste at the retail and consumer levels
and reduce food losses along production and supply chains, including
post-harvest losses
12.5: By 2030 substantially reduce waste generation through prevention,
reduction, recycling and reuse’
Methodology and data collection Commercial Excellence
Material topic: Business growth & profitability
Business growth and profitability contains numerous financial indicators which are
integrated in the financial report and statements. Refer to Financial performance
and Non-IFRS financial measures.
Applicable SDG targets:
16.5
Substantially reduce corruption and bribery in all their forms
16.7 Ensure responsive, inclusive, participatory and representative decision-
making at all levels
Introduction About B&S Results Governance Financial statements
210
B&S Group S.A.
Annual Report 2022
Material topic: Customs & compliance
The number of confirmed incidents of corruption are based on:
ը
Total number and nature of confirmed incidents of corruption
ը
Total number of confirmed incidents in which employees were dismissed or
disciplined for corruption.
ը
Total number of confirmed incidents when contracts with business partners
were terminated or not renewed due to violations related to corruption.
The number of legal actions for anti-competitive behaviour, anti-trust and monopoly
practices are based on:
ը
Number of legal actions pending or completed during the reporting period
regarding anti-competitive behaviour and violations of anti-trust and monopoly
legislation in which the organization has been identified as a participant.
Applicable GRI indicators:
205-3 Confirmed incidents of corruption and actions taken
206-1 Legal actions for anti-competitive behaviour, anti-trust and monopoly
practices
Applicable SDG targets:
16.5
Substantially reduce corruption and bribery in all their forms
Material topic: Security & data privacy
The number of breaches of customer privacy and losses of customer data is based
on:
ը
Total number complaints received from regulatory bodies or other third party
and deemed valid by B&S concerning non-compliance with existing legal
regulations and (voluntary) standards regarding the protection of customer
privacy
ը
Total number of identified leaks, thefts, or losses of customer data.
Applicable GRI indicator:
418-1 Substantiated complaints concerning breaches of customer privacy and
losses of customer data
Material topic: Product quality & safety
Own indicators:
ը
Number of recalls throughout the reporting year either initiated by suppliers,
ourselves or other stakeholders as registered and handled by our QHSE
department.
Introduction About B&S Results Governance Financial statements
211
B&S Group S.A.
Annual Report 2022
Standard Disclosure Reference Additional content or reason for omission
Organisational profile
102-1 Name of the organisation Contact B&S Group S.A.
102-2 Activities, brands, products, and services Our markets, Our focus areas, Our
solutions, Our business portfolio, How
we add value, Our role in the value
chain
102-3 Location of headquarters Contact Luxembourg
102-4 Location of operations Our locations
102-5 Ownership and legal form Governance
102-6 Markets served Our markets
102-7 Scale of the organisation How we add value, Financial
performance
102-8 Information on employees and other workers Empowered people
102-9 Supply Chain Our role in the value chain
102-10 Significant changes to the organization and its
supply chain
Key events 2022
102-11 Precautionary Principle or approach Risk management
102-12 External initiatives UN Global Compact, Sustainable Development Goals United Nations
102-13 Membership of associations Evofenedex, Dutch Association of Ship Suppliers, Agrarisch Import
Platform, Gemzu, OCEAN
Strategy
102-14 Statement from senior decision-maker Message from the Boards Update with GRI requirements
Ethics and integrity
102-16 Values, principles, standards, and norms of
behaviour
Our values, Governance
GRI Content Index B&S
Introduction About B&S Results Governance Financial statements
212
B&S Group S.A.
Annual Report 2022
Standard Disclosure Reference Additional content or reason for omission
Governance
102-18 Governance structure Governance
Stakeholder engagement
102-40 List of stakeholder groups What matters to our stakeholders
102-41 Collective bargaining agreements 5% coverage by CAO
102-42 Identifying and selecting stakeholders What matters to our stakeholders
102-43 Approach to stakeholder engagement What matters to our stakeholders
102-44 Key topics and concerns raised What matters to our stakeholders
Reporting practice
102-45 Entities included in the consolidated financial
statements
Other information: list of subsidiaries
102-46 Defining report content and topic boundaries Materiality assessment
102-47 List of material topics Materiality assessment
102-48 Restatements of information No restatements were made.
102-49 Changes in reporting Materiality assessment
102-50 Reporting period 1-1-2021 - 31-12-2021
102-51 Date of most recent report March 8, 2022
102-52 Reporting cycle Annually
102-53 Contact point for questions regarding the report Contact
102-54 Claims of reporting in accordance with the GRI
Standards
Materiality assessment This report has been prepared in accordance with the GRI Standards:
Core option
102-55 GRI content index Other information: GRI Content index
102-56 External assurance We aim to have limited assurance on non-financial indicators when our
reporting is more mature and aligned with the latest requirements under
the CSRD.
Introduction About B&S Results Governance Financial statements
213
B&S Group S.A.
Annual Report 2022
Standard Disclosure Reference Additional content or reason for omission
Specific disclosures
Empowered people
DMA 1 Explanation of the material topics and boundaries Empowered people
DMA 2 The management approach and its components Empowered people
DMA 3 Evaluation of the management approach Empowered people
401-1 New employee hires and employee turnover People & talent development
404-2 Programmes for upgrading employee skills and
transition assistance programs
People & talent development
403-8 Workers covered by an occupational health and
safety management system
Employee health, safety & well-being
405-1 Diversity of governance bodies and employees Diversity & inclusion
Own KPI Number of NGO’s supported Community engagement
Sustainable value chain
DMA 1 Explanation of the material topics and boundaries Sustainable value chain
DMA 2 The management approach and its components Sustainable value chain
DMA 3 Evaluation of the management approach Sustainable value chain
302-1 Energy consumption within the organization Take climate action
302-3 Energy intensity Take climate action
305-1 Direct (Scope 1) GHG emissions Take climate action
305-2 Energy indirect (Scope 2) GHG emissions Take climate action
305-4 GHG emissions intensity Take climate action
Own KPI Number of solar panels Take climate action
Own KPI KwH renewables self-generated Take climate action
Own KPI Share of electric lease cars Take climate action
Own KPI Share of barge transport Take climate action
306-3 Waste generated Be resource conscious
306-4 Waste diverted from disposal Be resource conscious
306-5 Waste directed to disposal Be resource conscious
Introduction About B&S Results Governance Financial statements
214
B&S Group S.A.
Annual Report 2022
Standard Disclosure Reference Additional content or reason for omission
301-1 Materials used by weight or volume Be resource conscious
Own KPI # of sustainable products Responsible product portfolio and
Responsible & ethical business
conduct
Omission: baseline is planned to be established in 2023. In 2022, we
focussed upon developing the sustainable product scorecard and
underlying reporting system.
308-1 New suppliers that were screened using
environmental criteria
Responsible product portfolio and
Responsible & ethical business
conduct
Omission: we will start to screen new suppliers on environmental criteria in
2023 as part of Know Your Relation system and procedures.
414-1 New suppliers that were screened using social
criteria
Responsible product portfolio and
Responsible & ethical business
conduct
Omission: we will start to screen new suppliers on social criteria in 2023 as
part of Know Your Relation system and procedures.
Commercial excellence
DMA 1 Explanation of the material topics and boundaries Commercial Excellence
DMA 2 The management approach and its components Commercial Excellence
DMA 3 Evaluation of the management approach Commercial Excellence
201-1 Direct economic value generated and distributed Business growth & profitability
205-3 Confirmed incidents of corruption and actions
taken
Customs & compliance
206-1 Legal actions for anti-competitive behaviour,
anti-trust and monopoly practices
Customs & compliance
418-1 Substantiated complaints concerning breaches of
customer privacy and losses of customer data
Security & data privacy
Own KPI Number of recalls Product quality & safety
Own KPI Long term business relations Commercial Excellence Omission: we are still in the process of defining a meaningful KPI and
formalising the required reporting structure.
Own KPI Governance and accountability Commercial Excellence Omission: we are still in the process of defining a meaningful KPI. That
said, our governance and accountability is explained in the Governance
section of the annual report.
Own KPI Innovative value adding services Commercial Excellence Omission: we are still in the process of defining a meaningful KPI and
formalising the required reporting structure.
Introduction About B&S Results Governance Financial statements
215
B&S Group S.A.
Annual Report 2022
This report includes forward-looking statements. Other than reported financial
results and historical information, all statements included in this press release,
including, without limitation, those regarding our financial position, business
strategy and management plans and objectives for future operations, are, or may be
deemed to be, forward-looking statements. These forward-looking statements may
be identified by the use of forward-looking terminology, including the terms
‘’believes’’, ‘’estimates’’, ‘’plans’’, ‘’projects’’, ‘’anticipates’’, ‘’expects’’, ‘’intends’’, ‘’may’’,
‘’will’’ or ‘’should’’ or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future events or
intentions.
Forward looking statements
These forward-looking statements are based on our current expectations and
projections about future events and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors that are beyond
B&S’s ability to control or estimate precisely, such as future market conditions,
the behaviour of other market participants and the actions of governmental
regulators.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release and are subject to
change without notice. Other than as required by applicable law or the applicable
rules of any exchange on which our securities may be traded, we have no intention
or obligation to update forward-looking statements.
Introduction About B&S Results Governance Financial statements
216
B&S Group S.A.
Annual Report 2022
The table below presents an explanation on non-IFRS financial measures used.
These measures are not recognised measures of financial performance, financial
condition or liquidity under IFRS. We present these non-IFRS financial measures
because we consider them an important supplemental measure of our performance
and believe that they and similar measures are widely used in the industry in which
we operate as a means of evaluating a company’s operating performance, financial
condition and liquidity. The measures are used by management to monitor the
underlying performance of our business and operations.
Gross profit margin Gross profit margin is defined as realized turnover minus purchase value of items sold
EBITDA EBITDA is defined as earnings before interest, taxes, depreciation and amortisation
EBITDA Margin EBITDA Margin is defined as EBITDA as a percentage of turnover
Inventory in days Inventory in days is defined as inventory as per period end divided by the Last Twelve Months (LTM) purchase value times 365
Solvency Solvency is defined as group equity as a percentage of total assets
Working capital Working capital is defined as Inventory plus Trade receivables minus Trade payables
Net Debt Net debt is defined as interest bearing liabilities minus cash and cash equivalents
ROIWC Return on invested working capital defined as the LTM EBITDA divided by Working Capital
Non-IFRS financial measures
Introduction About B&S Results Governance Financial statements
B&S Group S.A.
Annual Report 2022
Introduction About B&S Results Governance Financial statements