Trusted manufacturing partner
Annual Report
ANNUAL REPORT 2022/2 /2
Table of contents
Annual review ........................................... 3
Scanfil in brief .................................................. 3
CEO’s review ................................................... 4
Strategy ........................................................ 5
Customer segments and growth drivers .......................... 6
Investor information ............................................ 8
Sustainability report ................................... 10
Sustainability at Scanfil .......................................... 11
Enviromental responsibility ..................................... 13
Social responsibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Good corporate governance .................................... 19
EU Taxonomy ...................................................22
Financial review ...................................... 26
Board of Directors’ Report ...................................... 27
Condolidated financial statements (IFRS) ........................ 35
Financial statements of the parent company (FAS) ............... 74
Auditor’s report ....................................... 85
Governance .......................................... 88
Corporate governance statement ............................... 88
Remuneration report ............................................94
Independent Auditor’s Reasonable Assurance
Report on Scanfil Plc’s ESEF Financial Statements ......98
Scanfil enables customers to
succeed by providing effective
and innovative solutions that
bring products to life and to
market.
Turnover
844 M€
Personnel
3,400
Adjusted
EBIT
45 €M
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Close to the customer R&D
Close to customer market
Atlanta, USA
Sievi, Finland
Pärnu, Estonia
Myslowice, Poland
Sieradz, Poland
Suzhou, China
29%
5%
Advanced Consumer Applications
Automation & Saftey
Connectivity
Energy & Cleantech
Medtec & Life Science
36%
9%
6%
12%
Poland
China
Estonia
Finland
Sweden
Germany
USA
16%
15%
Scanfil in brief
Scanfil is a trusted manufacturing partner and system supplier with over
45 years of experience in demanding manufacturing. Scanfil provides its
customers an extensive array of services, ranging from product design
to product manufacturing, material procurement, and logistics solutions.
Scanfil’s competitive advantages are speed, flexibility and reliability.
Scanfil has a strong focus on sustainability and responsibility. We are
committed to UN Global Compact and have identified seven key UN
Sustainable Development Goals. We have EcoVadis silver rating and
aim for gold in 2023.
Factory network
Scanfil has a global factory network with different roles: close to customer
R&D and close to customer market. All factories are self-governing and
profit and loss responsible, but benefits from the group operations
such as sales, global sourcing, financial resources, IT systems, unified
machinery, and processes. This enables us to react fast to changing
customer needs and benefit from our scale in procurement and
investments.
Close to customer R&D factories are enable fast product development
and rapid prototyping.
Close to customer market factories are in or close the customers’
geographical end market. This enables lower transportation costs and
time, and possible benefits from avoiding some import-related costs
such as customs.
Turnover Personnel
EUR 844 million ~3,500
22%
26%
18%
6%
Malmö, Sweden
Wutha, Germany
Åtvidaberg, Sweden
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CEO’s review
“I am satisfied with our performance in 2022. At the start of the year we
had a strong customer demand which strengthened further during the
year. The year progressed upward both in terms of turnover and operating
profit and ended with a record-breaking last quarter.
Our focus was clear and we concentrated on organic growth and
managing the risks of cost inflation and operating environment. The
operating environment was demanding and headwinds were brought
by the availability challenges of electronic components, cost inflation,
the corona situation especially in China. To meet the growing customer
demand, we invested in production capacity at the factories in Suzhou,
Malmö and Wutha. As a whole, we made strong progress! I would like to
thank our dedicated employees for their good work and our customers
for their support and trust.
The turnover in 2022 increased by 21.3% from a year ago and was EUR
843.8 million. The component availability challenges partially eased
towards the end of the year, which was reflected in reduced spot market
purchases. The operating profit for 2022 increased by 14.6% compared
to a year ago and was EUR 45.4 million. The positive development of
the operating profit was influenced by the increase in turnover and the
efficiency of operations resulting from the easing of challenges in the
availability of components. The impact of exchange rate changes on
the operating profit was EUR 2.5 million negative. Situation improved
significantly towards the year end driven by the improved hedging
process and lower currency volatility..
The net cash flow from operations turned positive in the second quarter
of the year, continued to strengthen towards the year end and was EUR
10,2 million positivie in 2022. Strengthening the net cash flow and related
inventory management will continue to be a key development area.
Scanfil’s financial position and balance sheet are stable and enable the
necessary investments and the implementation of the dividend policy. The
board proposes to pay a dividend of 0.21 euros per share for 2022, which
is a 10.5% increase compared to a year ago. If implemented according to
the proposal, Scanfil’s dividend will increase for the tenth year in a row.
Scanfil’s customers’ demand outlook for 2023 continues to be strong
and gives us a good base for organic growth and positive profitability
development towards the target level of a 7% operating profit margin. The
near-term risks of the business are mainly related to the development
of the economy both in Europe and globally, and, despite the improved
situation, the availability of semiconductors, which we believe will partly
continue to be challenging.
We expect our turnover to be EUR 820–890 million this year and the
adjusted operating profit will grow to EUR 49–55 million. We also believe
that the number of spot market purchases will decrease significantly
from 2022.
In the longer term, we aim for organic 5–7% annual growth and a 7%
operating profit level. In 2023, key investments to increase production
capacity are investments in electronics manufacturing lines for the
Atlanta factory in the United States and the Sieradz factory in Poland.
For both factories, the new production lines are expected to be in use in
the third quarter of 2023. We have also started preliminary planning to
expand the Sieradz factory with a production building of about 8,000 m².
In the longer term, we see the North American and Asian markets as
interesting expansion areas.”
PETTERI JOKITALO
CEO
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Strategy
Scanfil was founded in 1976. Throughout the decades, we have adjusted
our strategy according to the prevailing market situation, but the focus
remains the same – manufacturing of products with electronics.
We pursue profitable growth in our key market areas: Nordics, Central
Europe and The USA, and China.
Customers
Scanfil serves a wide range of customers from start-ups to global leaders.
The focus is on industrial and medtech customers, which fit Scanfil’s
production and service platform. They tend to have lower production
volumes than those in consumer markets and product life cycles even
decades-long with refurbishing and modernization needs. Our aim is to
be customers’ preferred manufacturing partner. Our goal is to build long-
term relations, and we have succeeded well: Scanfil’s longest existing
customer relationships have lasted over 40 years.
Services
Our services cover product design and development to production
and end-of-life. One of the key success factors for both Scanfil and its
customers is the close collaboration in the early phases of the product
design. Continuous cooperation enables customers to reduce time-
to-market and costs by choosing the best materials and production
technologies.
The wide spectrum of services enables Scanfil also to take full
responsibility for another company’s production. We are a reliable
partner for companies to outsource their production to. Especially,
brand owners can benefit from production outsourcing with low or no
investments needed into production, flexibility when customer pays
only for the manufactured products and production can be scaled up
or down to correspond to the prevailing demand.
Technology
We have systematically invested in reassuring our technological
leadership through a five-year program. SMART technology program
has been set for 2019-2023, and it aims at fast digitalization and
automation. Within the program, we have, e.g., adopted the state-of-
the-art Manufacturing Execution System (MES), automated our material
flow at factories, taken cobots, machine learning and AI into broader use.
Our offer throughout customers product’s life cycle
Product Design
Services
Industrialisation
Services
Manufacturing
Services
Product
Maintenance
Services
End of life
Services
Product Develpment
DFM/DFA-analysis
Rapid Prototyping
Test Development
Supply Chain Design
Value stream mapping
Quality assurance
Weak point analysis
Ramp up planning
Repairs & Refubrish
Face lifts
Value Engineering /
Value Analysis
Distribution Services
Order Fulfillment
Spare Part Handling
Material Obsolecence
Product Maintenance
LTB-services
Supply chain
Management
Sheet metal
production
Cable
manufacturing
System
Integration
Box-build
PCBA
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Customer segments and growth drivers
Scanfil has five customer segments that typically have different business
cycles, and therefore, it balances changes in demand. We have identified
Energy & Cleantech and Medtech & Life Science as high-growth potential
customer segments.
Advanced Consumer Applications
End products and solutions are often used in public places. End products
are ,e.g., self-service applications, handover automation (e.g. parcel
lockers for logistic services) and elevators.
Automation & Safety
End products in this segment are, e.g., cameras for network video
solutions, access control systems and automation systems.
Connectivity
End products in this segment are, e.g. , wireless connectivity modules
and radio systems.
5%
Driving megatrends
• Industrial automation
• Robotics
• Sustainability
Driving megatrends
• Digitalization
• Increasing significance and use of information in society
• 5G and wireless solutions
• Industrial internet
Driving megatrends
• Urbanization
• Growing middle class
• Modernization of households
29%
22%
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Energy & Cleantech
End products in this segment are, e.g., reverse vending machines, air
and water cleaners, indoor climate control systems, energy systems
and automated collection and sorting solutions.
Medtech & Life Science
End products for the segment are, e.g., dental chairs, analyzers, mass
spectrometers and solutions for environmental measuring.
Growth drivers
Historical growth of the relevant Electronics Manufacturing Services
(EMS) market to Scanfil has been 3-6% p.a. Scanfil aims to grow faster
than the market and has set the annual organic growth target of turnover
to 5-7%.
Scanfil has identified Energy & Cleantech and Medtech & Life Science
customer segments and the Central Europe region as high-growth
potential areas where the company aims to grow faster than the average.
Mergers and acquisitions have been part of Scanfil’s growth strategy
for decades. We are actively looking for acquisition targets with a
complementary customer base and geographical reach.
Read more about Scanfil’s history
Driving megatrends
• Ageing population
• The increasing needs for healthcare and
technology in emerging markets
• Climate change and need to predict weather phenomena
Driving megatrends
• Energy efficiency, renewable energy production
and solutions for circular economy
• Urbanization particularly in emerging markets
• Monitoring, controlling and cleaning of water and air quality
20021976 2012 2015 2019
Rapid internationalization
to developing countries
Focus on Industrial
Electronics customers
Expansion of
customer base
Merger with
Wecan Electronics
Scanfil Oy
was founded
Industrial electronics
represented 75% of the sales
Acquisition
PartnerTech
Acquisition
HASEC
26%
18%
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Investor information
0
250
500
750
20222021202020192018
696
844
595
579
563
Turnover Operating profit & operating profit %, adj. Scanfil share price
EUR million
EUR/share
EUR million
0,0
0,1
0,2
0,3
0,4
0,5
0,6
20222021202020192018
0.50
0.4 4
0.50
0.45
0.5 4
Earnings per share, adj.
EUR
0,00
0,05
0,10
0,15
0,20
0,25
20222021202020192018
0.1 9
0.1 7
0.1 5
0.1 3
0.21
Dividend per share
EUR
Board’s proposal
%
Return on investment
0
5
10
15
20
25
20222021202020192018
19.5
14.6
15.3
1 7.0
20.2
19.5
%
Equity ratio
0
10
20
30
40
50
60
20222021202020192018
54.3
45.3
49.1
47.7
45.3
*The increase in net debt is due to
the adaption of IFRS 16.
Net debt
EUR million
0
20
40
60
80
100
20222021202020192018
46.2*
28.2
85.6
59.9
18 .1
2
4
6
8
10
1.1.2018 1.1.2019 1.1.2020 1.1.2021 1.1.2022 31.12.2022
%
Operating profit, adjusted
Operating profit %, adjusted
Scanfil plc, EUR OMX Helsinki PI Index
0
10
20
30
40
50
20222021202020192018
39.1
35.3
6.7 %
6.8 %
6.6 %
5.8 %
5.4 %
40.3
45.4
1
2
3
4
5
6
7
8
3 7. 8
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Scanfil as an investment
Scanfil is a company with strong culture and values. The company has
been profitable since the beginning. It is a preferred manufacturing
partner and systems supplier for industrial customers The company
has earned a reputation for building long-term partnerships based on
a mutual passion for success.
Profitable operations in all situations have made it possible to invest
and secure the company’s future.
Solvent and financially reliable partner
Scanfil is a solvent and financially reliable partner for its customers,
suppliers, shareholders and employees.
Scanfil’s goal is to work in sustainable, long-term cooperation with its
customers. Like its customers, the company operates internationally,
and its customers include numerous significant international automation,
clean energy, recycling and health technology providers, as well as
companies operating in the field of urbanization. Scanfil is the market
leader in the Nordic countries, among the largest companies in its sector
in Europe, and a household name in the global market.
Long-term targets
Scanfil is organically aiming for 5-7% annual turnover growth and 7%
operating profit level.
Outlook for 2023
Scanfil estimates that its turnover for 2023 will be EUR 820–890 million,
and its adjusted operating profit will be EUR 49–55 million.
The guidance is based on customer forecasts and Scanfil’s normal
forecasting process. The outlook is associated with uncertainty, especially
regarding the semiconductor availability, price level, the supply chain’s
ability to deliver and spot market purchases. In 2022 spot market
purchases increased turnover by EUR 80.7 (32.0) million. In addition,
the development of the general economic situation and the war in
Ukraine are causing risks and uncertainty.
Dividend
Scanfil aims to pay an increasing dividend of approximately 1/3 of the
earnings per share. The level of dividends paid and the date of payment
are affected by the result, financial position, need for capital and other
possible factors.
The Board of Directors proposes to the Annual General Meeting
that a dividend of EUR 0.21 (0.19) per share be paid for a total of EUR
13,620,863.55 for the financial year ending on 31 December 2022. The
dividend matching day is 2 May 2023 and the dividend payment date 9
May 2023. The dividend will be paid to shareholders registered in the
Register of Shareholders maintained by Euroclear Finland Ltd on the
matching date.
Annual General Meeting
Scanfil plc’s Annual General Meeting (AGM) will be held on 27 April 2023
without a meeting venue using remote connection in real time. More
information www.scanfil.com/agm
Financial publications in 2023
• Interim report for January–March, 26 April 2023
• Interim report for January–June, 4 August 2023
• Interim report for January–September, 27 October 2023
The financial publications are released in Finnish and English languages.
They will be available on the company’s website at scanfil.com.
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Sustainability Report
Scanfil is a trusted manufacturing partner and system supplier for the electronics
industry with over 45 years of experience. Scanfil provides its customers with an
extensive array of services, ranging from product design to product manufacturing,
material procurement, logistics solutions, and refurbish and end-of-life services.
Sustainability is essential to Scanfil. Scanfil wants to preserve the earth for
future generations and be an excellent and responsible business partner for
its customers and suppliers, and a reliable employer. Scanfil is committed to
UN Global Compact and has identified seven key UN Sustainable Development
Goals from the company perspective.
Scanfil plc is committed to developing its sustainability, sustainability targets,
and its reporting and measuring. This sustainability report has been approved
by the Board of Directors, and it has been compiled according to the EU’s other
than non-financial information reporting directive.
In 2022, the company continued to prepare for the change of EU corporate
sustainability regulation and as part of preparation work Scanfil finalized double
materiality assessment survey in February 2023.
We contribute to the following UN Sustainable Development Goals.
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Sustainability at Scanfil
Management
The Board of Directors and members of the management of Scanfil are responsible
for the management of corporate responsibility. In terms of its governance, Scanfil
complies with Finnish laws and regulations, its Articles of Association, Nasdaq
Helsinki’s rules and guidelines, and the Finnish Corporate Governance Code.
In practical work, responsibility perspectives are guided by the Group’s Code
of Conduct. Furthermore, in each country Scanfil has operations, it follows the
national laws of that area. In addition, the policies and other ethical operating
principles are approved by the Board of Directors or the Management Team.
Key themes in corporate responsibility
Ensuring and developing the sustainability of operations is vitally important for
Scanfil’s success. The monitoring and continuous development of corporate
sustainability serve the needs of all Scanfil’s stakeholders. Scanfil has defined
key factors for its corporate responsibility and divided them into Environmental
(Responsible Consumption and Climate Action), Social (Good Health, Gender
Equality, Good Jobs and Reduce Inequalitites), and Governance (Peace, Justice
and Strong Institutions).
“Sustainability is essential to us.
We want to preserve the earth
for future generations”, Petteri
Jokitalo the CEO of Scanfil plc.
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Sustainability risks
Scanfil’s most important sustainability risks.
Supply chain
Scanfil’s global supply chain includes procurement from countries
with different risk levels. Potential risks in the supply chain include, e.g.,
compromising human rights or labor rights, risks to occupational health
and safety, and causing environmental damage. Scanfil suppliers can
cause notable reputation or business risks to Scanfil if they engage in
such unethical behavior.
To effectively manage risks in the supply chain, Scanfil has a supplier
evaluation process, and each supplier is committed to Scanfil’s Supplier
Code of Conduct.
Health and safety
In our operations, the greatest threats to employee health and safety,
such as work-related illnesses and accidents, arise when Scanfil’s health
and safety processes are not followed, and risks in the work environment
are not recognized and controlled.
Our employees are involved in health and safety decisions through
consultation and cooperation. We comply with legal requirements and
develop and implement appropriate health and safety procedures and
working practices.
Scanfil has a Safety Council, which monitors all work safety aspects.
Safety Council convenes quarterly to share and decide corrective actions
and preventive best practices. In addition to that, sick leaves, accidents/
injuries and, serious accidents are monitored monthly.
The occupational risk analyses are performed regularly at all locations
to prevent health and safety incidents related to our operations.
Unethical behavior
Employee-related risks may also arise from violations of Scanfil’s Code
of Conduct and related principles, such as practices related to bribery,
fraud, corruption, and misconduct, which could impact the company’s
reputation and its financial position.
Climate-related physical risks
Due to climate change e.g., extreme weather conditions are becoming
more common. For example, floods or tornadoes could pose a threat
to the continuity of Scanfil’s operations. The company has business
continuity plans in place in all factories to manage possible impacts.
Environmental
The focus areas for environmental responsibility are the efficient
use of raw materials, the control and reduction of energy and water
consumption, as well as the management and reduction of waste,
recycling, and the reduction of the carbon footprint. All sites within
Scanfil are certified according to ISO 14001.
Social
Social responsibility focuses on competence development, occupational
health and safety, the development of the motivation and work satisfaction
of the personnel, and equal treatment of the people. The ISO 45001
occupational health and safety management standard is being used at all
Scanfil’s factories. Scanfil’s objective is to be an excellent place to work.
Governance
Good Governance includes the development of customer satisfaction,
product quality, delivery reliability, continuous development of the
community, compliance with the law and ethical principles throughout
the supply chain, the prevention of corruption and bribery, and the focus
is on profitability, ethical values and the transparency of operations. All
the company’s factories operate a quality control system observing
the ISO 9001 criteria.
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Responsible Consumption
Scanfil produces extensive services for its customers, ranging from product design and development
to material procurement, product manufacturing and distribution. It is generally estimated that
approximately 80% of a product’s negative environmental impacts are determined in the product
design phase. Environmental impacts are taken into account throughout Scanfil’s value chain, ranging
from the procurement of raw materials to production, distribution, and recycling.
Scanfil promotes sustainable development by identifying, measuring and reporting the environmental
impact caused by its activities. The goal is to reduce negative impacts on the environment. Scanfil’s
aspiration is to consider the environmental impact throughout the value chain, ranging from the
procurement of raw materials to production, distribution, and recycling possibilities. All Scanfil’s
factories have a certified ISO 14001-compliant environmental management system. In its production,
Scanfil mainly uses metals, electronic and plastic components, and chemicals. It prefers recyclable
materials and eco-friendly products. Part of the materials to be used are chosen by customers.
The utilization rate of all raw materials is optimized to ensure the efficient use of resources and
decrease the amount of waste created. Waste materials are recycled if they cannot be re-used in
the company’s own production. Steel is an important raw material used by Scanfil. Its effective use
is closely monitored in the production process.
The risks associated with chemicals are analyzed before their deployment, and they are handled
following precise instructions and precautions. In addition, proper training and drills are arranged
to prepare for any accidents.
Scanfil promotes sustainable
development by identifying,
measuring and reporting the
environmental impact caused by
its activities.
Environmental
responsibility
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Reduce carbon footprint
Scanfil commits to reducing its carbon footprint by 50% from 2020
16,853 tCO2e to 2030 10,000 tCO2e. This means on average 4.2%
annual reduction in carbon footprint until 2030. In 2022, the result was
a 39% reduction in CO2 emission from the baseline in 2020. However,
the target is challenging with the annual organic turnover growth rate
target of 5 - 7% p.a.
As an internationally operating company, employees’ business travel
is necessary, while the company seeks to reduce it, for example, by
utilizing the possibilities of the latest technology and by favoring virtual
meetings. The travel practice always guides the employees to choose
the most environmentally friendly alternative for travel and meetings.
Emissions from daily commuting have been reduced by organizing bus
transportation for personnel at several Scanfil factories. The company’s
updated vehicle policy favors low-emission cars, such as hybrid and
electric cars.
Increasing usage of fossil-free energy
The company also commits that its energy consumption is 60% fossil-
free by 2030. Target was increased from the originally 50% in 2022. In
2022 the share of fossil-free energy increased to 51,5% from 33% in
2021. Scanfil uses energy in heating, cooling, lighting, and production
machinery. In 2022, Scanfil’s electricity energy consumption was 27.3
million kWh and the total energy consumption was 40.8 million kWh.
The total energy consumption includes the combustion of fossil fuels in
on-site boilers, furnaces, vehicles, purchased electricity, district heating,
and cooling. The total energy consumption increased by 2% year-on-year.
This is due to higher customer demand and volumes in 2022. Energy
consumption per value-add decreased by 5.1%.
Most of the increase in energy consumption came from Suzhou and
Sieradz which are the largest production units at Scanfil. The increase
in production resulted in a larger number of machines installed and in
more shifts when the factory operated during evenings and weekends.
It is also notable, that climate change has increased the need for air
cooling in several factories and increased energy consumption during
the summer.
In 2022, electrical energy consumption divided by value add increased by
1.9%. Value add increased at a lower pace than electricity consumption.
Water and Waste
Water is used in facility cooling and maintenance, production, and
sanitary facilities. Total water consumption was 55,065 (46,227) m
3
.
Water consumption increased by 19.1% and increase divided by added
value was 11.1%. The increase in water consumption was largely related
to enhanced air conditioning in Suzhou, and new paiting lines in Pärnu
and Myslowice, and also distributed across all factories in relation to
the production volume increases.
The amount of waste created increased by 12.6% in 2022 compared to
2021. There were some differences between factories due to changes
in production and different product ranges, but majority of the increase
came from increased volumes. Waste reduction is one of the focus areas
in 2023. Waste divided by added value increased from 2021 by 5.1%.
Energy consumption kWh / value add
Water consumption m
3
/ value add
12
20
28
36
20222021202020192018
0
10
20
30
40
50
20222021202020192018
Added value = turnover - purchases
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Environmental certificate held by all
All Scanfil’s factories have a certified ISO 14001:2015 -compliant
environmental management system that verifies the measurement and
improvement of environmental impacts on the company’s management
and employees, as well as on its external stakeholders. The company’s
management monitors the implementation of environmental practices,
as well as the development of key indicators and the goals set, both
locally and at group level. In addition, the employees are provided
with the necessary knowledge and training to ensure they can work in
accordance with the objectives of our environmental practices.
The most important actions taken in 2022 to support the above targets
• New energy agreements in Myslowice and Suzhou factories
• Energy saving activities in all factories e.g. automated power
switches, runtime optimization and led lightning
• Logistics and transportation optimization
• Paintshop pre-treatment line automation upgrade in Sievi
The most important actions to be taken in 2023 to support
the above target
• Detailed reporting and improvement actions per waste
type
• Energy saving and transportation optimization to continue
• Green electrcity agreement in Wutha
Factory ISO 9001:2015
Quality management system
ISO 14001:2015
Environmental management system
ISO 13485:2016
Medical equipment
ISO 45001:2018
Occupational health and
safety assessment system
IATF 16949:2016
Quality system standard for
the automobile industry, conformity
document
Atlanta
● ● ● ●
Malmö
● ● ● ●
Myslowice
● ● ● ●
Pärnu
● ● ●
Sieradz
● ● ● ●
Sievi
● ● ● ●
Suzhou
● ● ● ● ●
Wutha
● ● ● ● ●
Åtvidaberg
● ● ● ●
Certificates of Scanfil’s factories
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At Scanfil, social responsibility focuses on its employees’ competence
development, occupational health and safety, as well as the development of the
personnel’s motivation and employee satisfaction. Scanfil aims to be a responsible
employer and an encouraging working community where every individual has the
opportunity to develop their personal skills and abilities. Scanfil aims to improve
the employee satisfaction to the top quartile among all companies covered by
our current employee satisfaction survey service partner.
Scanfil joined the UN initiative “Global Compact” in 2021 to enhance responsible
business practices. The principles are based on the UN Declaration of Human
Rights, the ILO Fundamental Conventions on Human Rights at Work, the Rio
Declaration, and the UN Convention against Corruption. Being part of the “Global
Compact” initiative, Scanfil uses the best practice guidance, tools, resources,
and training provided.
Scanfil has HR and work environment policies and the Code of Conduct to guide
the daily work of the management and other employees. The Code of Conduct
describes in detail the ethical and sustainable methods of operation compliant
with Scanfil’s values. Any updates of the Code of Conduct are consulted with all
subsidiaries, also involving their non-managerial employees, in order to get full
alignment and contribution from differentiated communities. A thorough review
of the Code of Conduct is part of the induction process.
Scanfil improves occupational
safety by continuous active
measures.
Social Responsibility
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Scanfil Women Appreciation Team started operating in 2022 and it drives
Scanfil’s gender equality activities. That was initiated by Scanfil becoming
an UN Women Empowerment Principles Signatory. In 2022 Scanfil also
joined the UN Target Gender Equality program, which propelled new
development initiatives.
Occupational health and safety
2022 was a recovery year from the global coronavirus pandemic. Sick
leave rates were still high due to tails of coronavirus characterize by
local epidemics and lower immunity to many normal seasonal viruses.
The Group’s sick leave rate was 4.4% (2021: 3.6).
There were 48 (2021: 43) occupational accidents. As a percentage of
active workforce accidents declined by 0.3 percentage points, from
1.7% to 1.4% compared to 2021.
Scanfil improves occupational safety by continuous active measures.
The work environment must always be safe and healthy. The ISO 45001
occupational health and safety management standard is used at all
Scanfil’s factories. The development of safety is also monitored by the
Safety Council, which meets four times a year and consists of the HR
Managers and Safety Officers of each factory.
Scanfil uses a Safety Book to record occurred occupational accidents
during the year. Scanfil reacts to all occupational accidents and near-miss
incidents to prevent them from recurring. Most accidents are related to
the manual assembly operations and handling of materials. Challenging
postures and extended sedentary work may influence workforce in
assembly and office work. Their negative impact is mitigated through
improved ergonomics and well-being campaigns.
The response rate to the annual personnel survey was 89% (2021: 87%).
Despite the uncertainties resulting from the coronavirus pandemic
and rearrangements within the company, employees’ job satisfaction
and motivation increased and loyalty remained high. Improvements
were clearly visible in the white collars’ workload, which was focus
development area in 2022. The situation is still challenging with the
limited availability of certain components, mainly semiconductors,
together with the rising customer demand, requires special efforts of
those employees responsible for customers and purchases. However,
Scanfil managed to improve the situation over the year. To continue
the positive trend, Group’s focus on 2023 is Leadership development
in order to equip direct managers with effective tools and abilities to
lead people through challenging times. Based on the survey, over 400
development actions were registered within Scanfil.
Development of employee satisfaction results
0
10
20
30
40
50
60
70
80
20222021202020192018
Empoloyee satisfaction and motivation Loyalty
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Human rights
The company ensures its social responsibility through fair working
conditions and practices, with an exclusive focus on human rights as
expressed in Scanfil’s Code of Conduct.
Human rights and equal treatment are fundamental values in Scanfil’s
operations, and here no compromises can ever be made. Besides the
personnel, they concern all partners, and they define, among other things,
the principles of respecting individuals, as well as those of preventing
forced labor, child labor, and human trafficking. The Code of Conduct
also includes instructions on reporting possible or suspected unethical
or illegal actions. Scanfil’s personnel survey includes questions about
any unwanted behavior.
Scanfil has a whistleblowing channel through which the company’s
personnel and partners can anonymously report any observed or
suspected misconduct regarding corruption, bribery, or rules described
in the Code of Conduct. The company aims to ensure compliance with
the Code of Conduct in its supply chain by carrying out audits and
increasing supplier’s awareness in this field. Compliance with the law
and ethical principles is also monitored in internal control and audits.
In 2022, no non-conformities pursuant to corporate governance were
identified in Scanfil’s global whistleblowing channels. Four cases of
bullying or harassment were reported in local HR organizations. These
were investigated thoroughly by local management teams, and the
resulting actions were reported in the global HR organization.
Scanfil’s factories are actively involved in charity activities and
sponsorship of youth sports teams, and Scanfil supports UNICEF at
the Group level.
Non-discrimination and diversity
We believe that the broader the pool of talent open to an employer, the
greater the chance of finding the optimum person for the job. Innovation
and agility are seen as the great benefits of diversity, and there is an
increasing awareness of what has come to be known as ‘the power of
difference.’ Scanfil employs around 70 different nationalities. We have
over 80 employees with disabilities. The average age of our employees
is 40 years, and the ratio between women and men is 49% to 51%.
Board and management diversity is handled in the Scanfil’s Board of
Directors Report.
The most important actions taken in 2022:
• Continuously improve employee satisfaction, including employee
well-being and white-collar workload
• Scanfil uses UNGP (UN guiding principles on business and human
rights) as a benchmark tool for measuring human rights
The most important actions to be taken in 2023:
• Safety council improvement actions
• Improve Working Conditions (EES actions) and well-being
campaign promoting healthy living habits
• Gender equality action plan (brand, career and recruitment) and
enhance diversity & inclusion awareness
• Improve EES action plans quality with targeted development for
selected managers
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Scanfil’s governance is divided into good and sustainable business practices, customer satisfaction,
and a sustainable supply chain. Topics concerning Board and Management are handled in the Board
of Directors Report and in addition to this in the Remuneration report.
Good corporate citizen
Scanfil has operations in seven countries, and it co-operates with suppliers and subcontractors
around the world. Scanfil is committed to being a good corporate citizen both internationally and
locally, which is why all its functions must respect different cultures and cultural heritage, as well
as local methods of operations compliant with national laws. Scanfil’s Code of Conduct defines
the ethical principles and commitment to anti-bribery, honesty, fair methods of operation, and the
behavior expected of Scanfil’s employees business partners and other stakeholders. Human rights
and equal treatment are basic values in Scanfil’s operations, and they cannot be compromised. People
must be treated with dignity and respect in the manner approved by the international community.
Anti-corruption and anti-bribery measures
As part of its corporate responsibility management, Scanfil is also developing its activities to fight
corruption and bribery. Compliance with corporate responsibility is raised more often than previously
in talks with customers. Scanfil has defined responsible operating guidelines in its’ Code of Conduct.
This covers, for example, the equal treatment of people and prohibits corruption and bribery. The
Group’s operating methods, such as transparent and cost-based pricing, reduce the possibility of
non-compliant activities. No deviations from Scanfil’s Code of Conduct were identified in 2022.
Good governance
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Whistleblowing
Scanfil has a whistleblowing channel through which the company’s
personnel and partners can anonymously report any observed or
suspected misconduct regarding corruption, bribery, or rules described
in the Code of Conduct. More information about Whistleblowing is found
in the Social Responsibility section.
Anti-Competitive
Scanfil is committed to not take part in decisions and practices that
are anti-competitive. These actions are, e.g., price-fixing, bid-rigging,
market sharing, production controlling, or miss-use of market power.
Facilitating Customer sustainability
Customer satisfaction is one of the company’s core values, and
everybody at Scanfil understands that success depends on satisfied
and loyal customers. Maintaining active contacts regarding the
customer’s requirements and Scanfil’s plans is an essential element
of cooperation. It allows the correct business decisions to be made
and the competitiveness and responsibility of production services to
be developed. Continuous development of operations in cooperation
with customers is in both parties’ best interest.
Continuous contact with customers is based on the key account
management model. It includes a plan on cooperation, systematic
and regular meetings at several levels, and a standardized reporting
model presenting the most important key performance indicators
(KPIs). Development projects are also implemented based on customer
feedback. For example, they may be related to quality matters or the
expansion of the service offering. High-quality and cost-effective
production is one of Scanfil’s key competitive advantages. The
continuous development of production processes, utilization of the
right technologies, and verified quality of the materials used are key
factors in the continuous improvement of competitiveness.
Satisfied customers
Customer satisfaction (Net Promoter Score, NPS) is measured regularly
by conducting a customer satisfaction survey twice a year. Feedback
helps us to monitor our operational performance in terms of our delivery
capacity and our ability to produce quality, as well as our flexibility,
competitive prices, the organization’s ability to react, and the coverage
and performance of our services. Based on the survey, we will define
a factory- and/or function-specific development program, including
relevant measures. These measures will be monitored actively in
cooperation with customers. NPS, which shows the probability of our
customers recommending Scanfil as a manufacturing partner, decreased
from the previous year. This was due to challenging material situations and
us not being able to live up to customers’ expectations on-time delivery.
Scanfil has started corrective actions to improve customer experience.
NPS-scale from -100 to +100.
How probable is it that you would recommend
Scanfil’s services?
Q2 2021 Q4 2021 Q2 2022 Q4 2022
NPS Score 25 22 5 -5
Quality and performance
All Scanfil’s factories operate a quality control system observing the ISO
9001 criteria. In addition, certain factories have other certified quality
management systems applicable to specific industries. All Scanfil’s
factories observe the Lean Six Sigma process development methodology
and analysis (FMEA) that identifies the supply chain and production risks.
The objective is to identify the deficiencies and risks in processes and
production at an early stage, continuously make improvements, and carry
out preventive measures. Performance is measured by KPIs, the most
important being delivery punctuality and customer quality, measured as
Defective Parts Per Million (DPPM). In 2022, customer quality improved,
while delivery punctuality was negatively impacted due to continued
challenges with electronics components availability and long lead time.
Scanfil is committed to continuously develop its operational performance.
The company has made significant investments in the digitalization and
automation of its operations. The technology investments have been
made to further develop production processes and by that improve
company’s competitiveness. Scanfil’s gross investments totaled 2.3%
of company’s turnover.
Towards Sustainable Supply Chain
Material purchases represent approximately two-thirds of turnover,
which is why efficient procurement is a significant competitive factor for
Scanfil. Scanfil has a broad network of local, regional, and international
suppliers and partners, which it seeks to develop to ensure good quality
and cost-effectiveness.
EcoVadis tool for sustainable procurement
EcoVadis platform has become a key tool for Scanfil to assess its
suppliers, subcontractors and other business partners. The target is
to assess 80% of the biggest and preferred suppliers, and selected
suppliers with an increased risk profile.
Supplier selection and Supplier Code of Conduct
Scanfil requires that all its partners comply with the law and agreements
and operate according to Scanfil’s Code of Conduct. Scanfil Supplier
Code of Conduct sets the standards we expect our suppliers to follow.
It is the starting point for any new or existing business relationship,
and it covers areas such as health and safety, child and forced labor,
human rights, anti-corruption, compliance with laws and regulations,
environment and climate change, and more. We expect our suppliers
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to comply with our Supplier Code of Conduct and be transparent in
their ESG. Scanfil strongly recommends all its suppliers and business
partners to use the EcoVadis platform.
The Supplier Code of Conduct constitutes part of purchase agreements
signed with major suppliers. In addition, the Code of Conduct is signed
with all suppliers when operating in the Asian market. Scanfil selects its
suppliers carefully, and cooperation with its key suppliers is long-term.
Scanfil only uses approved suppliers that fulfill Scanfil’s strict criteria in
terms of quality, delivery reliability and cost-efficiency. Scanfil audits its
suppliers systematically and monitors their compliance with the terms
and conditions of agreements. It also prevents any misconduct through
the verification of orders and training. Once cooperation has started,
quality assurance is carried out continuously. This means that incoming
material is inspected, any non-conformities are kept under control, any
errors in quality are corrected and the general performance of suppliers is
evaluated. When new components or materials enter production, Scanfil
always uses a separate inspection process to ensure quality. Making use
of Scanfil’s global position and volume in procurement processes helps
to maintain competitive prices and control the supplier network. This
is why Scanfil aims to focus its purchases on a few selected suppliers.
The most important actions taken in 2022:
• Preparation for EU level CSRD and EU taxonomy
• Ecovadis Gold preparations
• Code of Conduct update with business ethic topics
• Preparations for Code of Conduct online training
The most important actions to be taken in 2023:
• CSRD driven double materiality assessment and actions based on
the results
• Achieving EcoVadis Gold
• Updated Code of Conduct training for all employees
Business partners and society
Scanfil’s sales to customers totaled EUR 844 million, of which purchases
from external suppliers accounted for EUR 694 million. The difference,
EUR 149 million, was the added value produced by Scanfil. The
added value produced increased by EUR 11 million (+8.6%) from the
previous year. Scanfil produces added value for employees, creditors,
shareholders, and for the company’s further development. Most of the
added value was produced by the employees. During the year, Scanfil
had an average of 3,400 employees and paid them EUR 83 million in
salaries and wages. Salaries and wages increased by EUR 6 million, or
6%, year-on-year. Scanfil paid a total of EUR 28 million in other statutory
staff costs and income taxes.
The company’s subsidiaries are located in seven different countries.
The location of these companies is based purely on business-related
factors, such as the customers’ market areas or their research and
development centers. Scanfil is committed to paying taxes and other
statutory expenses in each of its countries of operation. Scanfil has
solvent financial partners. The company’s financial position is strong.
The company’s credit and financial expenses totaled EUR 4 (2021: 2)
million. The company aims to pay approximately a third of its net result
as annual dividends. In keeping with this principle, Scanfil paid EUR 12.3
million in dividends in 2022. The dividend per share paid by the company
has increased every year for the last nine years. Correspondingly, the
company aims to use two-thirds of its result for investments, future
growth and the general development of business. The company’s return
on equity was 16.1% in 2022, which clearly shows that the investments
made in the company have repaid themselves well.
Scanfil value add creation 2022, EUR million
Sales to customer
844
(2021: 695)
Purchases from suppliers
694
(558)
Value add
149
(138)
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The EU taxonomy is a classification system for sustainable economic
activities. It aims to provide robust definitions and transparent reporting
to support increased finance for activities that substantially contribute
to solving the climate and environmental crisis.
The EU taxonomy is reported in financial terms as the proportion of
economic activities that are determined non-eligible, eligible and aligned
in turnover, Capital Expenditure (CapEx) and Operating Expenditure
(OpEx).
The EU taxonomy is intended to encourage financial markets to invest
and finance more sustainably and avoid green washing. It sets the criteria
for activities that the EU has classified as environmentally sustainable.
Activities that are described in the taxonomy are referred to as eligible
activities. Eligible activities that also meet set criteria are referred to as
aligned activities in the taxonomy.
Scanfil has activities that qualify as environmentally sustainable according
to the EU Taxonomy as per EU Regulation 2020/852. Scanfil has activities
that are in the scope of Technical Screening Criteria (TSC) 3.1 Manufacture
of renewable energy technologies, 3.4 Manufacture of batteries and 3.5
Manufacture of energy efficiency equipment for buildings. According
to Article 16 of the Taxonomy Regulation, these activities are enabling
substantial contribution towards climate change mitigation, which is one
of the environmental objectives defined in Article 9 of the Regulation.
Assessment of compliance with the taxonomy
regulation
Scanfil has carried out an assessment regarding its economic activities
against the EU Sustainable Finance Taxonomy’s first Delegated Act on
Climate, as required by the Delegated Act on Article 8. The purpose of
this assessment was to define the taxonomy-eligibility and alignment.
Scanfil’s approach to identifying and reporting sustainable economic
activities consisted of:
1. Eligibility assessment: mapping of economic activities to taxonomy
activity descriptions and NACE codes.
2. Substantial contribution assessment: screening of activities against
technical screening criteria.
3. Do no significant harm (DNSH) assessment: screening of Scanfil’s
procedures to ensure that our operations do not cause significant
harm to relevant environmental objectives. Screening conducted at
an appropriate level for each environmental objective. The company
has established management procedures that address different
environmental issues, including waste disposal and pollution control.
These procedures are primarily carried out using environmental
management systems that are certified by ISO 14001.
4. Minimum safeguards assessment: A review of Scanfil’s social
safeguards to ensure that our operating instructions, company policies,
and management system are compliant with the UN Declaration of
Human Rights, the ILO Fundamental Conventions on Human Rights at
Work, the Rio Declaration, and the UN Convention against Corruption
As a result of the 2022 assessment, the following economic activities
were identified as taxonomy eligible and aligned for Scanfil with the
objective of Climate Change Mitigation (CCM) according to the Technical
Screening Criteria of 3.1 Manufacture of renewable energy technologies,
3.4 Manufacture of batteries and 3.5 Manufacture of energy efficiency
equipment for buildings.
Scanfil continues to develop taxonomy assessment and reporting in
2023 as the final technical screening criteria for the four remaining
objectives will be finalized. Scanfil Taxonomy KPIs for the year 2022
are presented in the tables of the following pages.
Double counting has been avoided by classifying external revenue
streams into taxonomy-eligible economic activities only once. The shares
of eligible and aligned net sales have been used as key to calculate
eligible and aligned Opex and Capex.
EU taxonomy
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Contribution
criteria
Do no significant
harm -criteria
Ecomonic activities
Codes
Absolute
turnover
Portion of
turnover
Climate
change
mitigation
Climate
change
adaptation
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution
Biodiversity
and
ecosystems
Minimum
safeguards
Taxonomy
aligned %
of turnover
in 2022
Enabaling
activity
Transitional
activity
A. TAXONOMY ELIGIBLE
ACTIVITIES
MEUR % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
Taxonomy aligned activities (A.1.)
Manufacture of renewable energy
technologies
3.1 4 0.5% 100% - - Y Y Y Y Y Y 0.5% E -
Manufacture of batteries 3.4 13 1.5% 100% - - Y Y Y Y Y Y 1.5% E -
Manufacture of energy efficiency
equipment for buildings
3.5 55 6.0% 100% - - Y Y Y Y Y Y 6.0% E -
Turnover (A.1.) 72 8.0%
Eligible, but not aligned activities
(A.2.)
Manufacture of renewable
energy technologies
3.1 3 0.4% 100 %
Turnover (A. 2.) 3 0.4%
TOTAL (A) 76 8.4%
B. TAXONOMY NON-ELIGIBLE
ACTIVITIES
Turnover (B) 768 91.6%
Total (A+B) 844 100%
Turnover
Scanfil is an electronics manufacturing
service (“EMS”) company. It manufactures
components and products for its
customers. Most of Scanfil’s operations
fall under NACE code 26 (Manufacturing
of computers and electronic and
optical products), which is currently not
covered in the first Delegated Act on
Climate. Scanfil has approximately 110
active customers and it manuafactures
approximately 10,000 different products
annually. To describe the complexity,
customers’ end products can vary from
heat pumps and recycling solutions
to elevators and industrial pumps and
frequency converters. For now, Scanfil’s
taxonomy-eligible and aligned economic
activities are conducted predominantly
in the Energy & Cleantech segment
customers while other businesses are
currently not described in the Taxonomy
Regulation. Only customers and their line
of business is assessed.
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Contribution
criteria
Do no significant
harm -criteria
Ecomonic activities
Codes
Absolute
CapEx
Portion of
CapEx
Climate
change
mitigation
Climate
change
adaptation
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution
Biodiversity
and
ecosystems
Minimum
safeguards
Taxonomy
aligned %
of tCapEx
in 2022
Enabaling
activity
Transitional
activity
A. TAXONOMY ELIGIBLE
ACTIVITIES
MEUR % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
Taxonomy aligned activities (A.1.)
Manufacture of renewable energy
technologies
3.1 0 0.5% 100 % - - Y Y Y Y Y Y 0.5% E -
Manufacture of batteries 3.4 0 1.5% 100 % - - Y Y Y Y Y Y 1.5% E -
Manufacture of energy efficiency
equipment for buildings
3.5 2 6.0% 100 % - - Y Y Y Y Y Y 6.0% E -
CapEx(A.1.) 2 8.0%
Eligible, but not aligned activities
(A.2.)
Manufacture of renewable
energy technologies
3.1 0 0.4% 100 %
CapEx (A.2.) 0 0.4%
TOTAL (A) 2 8.4%
B. TAXONOMY NON-ELIGIBLE
ACTIVITIES
CapEx (B) 23 91.6%
Total (A+B) 25 100%
Capital Expenditure
The idea of an EMS company is to share
assets in the production with other
customers e.g. SMT lines are used
for multiple customers and therefore
identifying or separating investments
in these assets based on taxonomy
eligibility or alignment cannot be done.
In cases, where assets cannot be shared
i.e. they are customer specific, customer
typically owns the assets.
Taxonomy CapEx is presented and meas-
ured in line with the CapEx presented in
the Group’s financial statements. It con-
sists of purchases of property, plant and
equipment, and intangible assets and
right-of-use assets.
Breakdown of CapEx KPI
MEUR
Additions to property,
plant and equipment 18
Additions to intangible assets 1
Additions to capitalized
right-of-use assets 6
Total 25
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Contribution
criteria
Do no significant
harm -criteria
Ecomonic activities
Codes
Absolute
OpEx
Portion of
OpEx
Climate
change
mitigation
Climate
change
adaptation
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution
Biodiversity
and
ecosystems
Minimum
safeguards
Taxonomy
aligned %
of opEx in
2022
Enabaling
activity
Transitional
activity
A. TAXONOMY ELIGIBLE
ACTIVITIES
MEUR % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
Taxonomy aligned activities (A.1.)
Manufacture of renewable energy
technologies
3.1 0 0.5% 100% - - Y Y Y Y Y Y
.%
E -
Manufacture of batteries 3.4 0 1.5% 100% - - Y Y Y Y Y Y 1.5% E -
Manufacture of energy efficiency
equipment for buildings
3.5 1 6.0% 100% - - Y Y Y Y Y Y 6.0% E -
OpEx (A.1.) 1 8.0%
Eligible, but not aligned activities
(A.2.)
Manufacture of renewable
energy technologies
3.1 0 0.4% 100%
OpEx (A.2.) 0 0.4%
TOTAL (A) 1 8.4%
B. TAXONOMY NON-ELIGIBLE
ACTIVITIES
OpEx (B) 9 91.6%
Total (A+B) 10 100%
Operating Expenditure
The Taxonomy regulation’s definition of
OpEx relates to assets and economic
activities that generate taxonomy
eligible net sales. It consists of expenses
relating directly to maintenance and
servicing of assets including e.g.,
facility improvements. Scanfil has
applied a conservative interpretation
of the Taxonomy OpEx definition. Raw
materials, and salaries of employees
performing repairs, maintenance, and
services of eligible fixed assets, are
excluded.
Breakdown of OpEx KPI
MEUR
Costs of maintenance,
repair and equipment 10
Total 10
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TABLE OF CONTENTS
BOARD OF DIRECTORS’ REPORT ............................................................................ 27
SHARES AND SHAREHOLDERS ................................................................................31
KEY RATIOS ...................................................................................................................
Definitions of key ratios .................................................................................................. 34
CONSOLIDATED FINANCIAL STATEMENT, IFRS ................................................... 35
Consolidated income statement ................................................................................. 35
Consolidated statement of financial position .......................................................... 36
Consolidated statement of cash flow .......................................................................... 37
Consolidated statement of changes in equity ......................................................... 38
Accounting principles for consolidated
financial statements ........................................................................................................ 39
Notes to consolidated financial statements ............................................................. 42
1. ITEMS AFFECTING THE RESULT
1.1 Turnover and details of business segments .................................................. 42
1.2 Other operating income ..................................................................................... 46
1.3 Use of materials and supplies ........................................................................... 46
1.4 Employee benefit expenses .............................................................................. 46
1.5 Other operating expenses ................................................................................. 48
1.6 Income taxes .........................................................................................................49
1.7 Earnings per share ................................................................................................ 51
2. NET WORKING CAPITAL
2.1 Net working capital ............................................................................................... 51
2.2 Inventories ............................................................................................................. 52
2.3 Trade and other receivables .............................................................................. 52
2.4 Trade and other liabilities ................................................................................... 53
3. NON-CURRENT ASSETS
3.1 Goodwill .................................................................................................................. 54
3.2 Other intangible assets ....................................................................................... 55
3.3 Property, plant and equipment ........................................................................... 57
3.4 Right-of-use assets ............................................................................................. 58
3.5 Depreciation, amortisation and impairment ................................................... 61
4. CAPITAL STRUCTURE
4.1 Cash and cash equivalents ................................................................................ 62
4.2 Financial income and expenses ....................................................................... 62
4.3 Financial liabilities ................................................................................................ 63
4.4 Book values and fair values of financial assets and liabilities ................... 63
4.5 Derivative financial instruments and hedge accounting ........................... 64
4.6 Hierarchy of fair values ........................................................................................ 66
4.7 Financial risk management ................................................................................. 67
4.8 Shareholders’ equity ............................................................................................ 70
4.9 Management of capital structure .......................................................................71
5. OTHER NOTES
5.1 Provisions ................................................................................................................ 72
5.2 Securities provided, contingent liabilities and other liabilities ................... 72
5.3 Details of related parties and Group structure ...............................................73
5.4 Events after the reporting period ......................................................................73
PARENT COMPANY FINANCIAL STATEMENT, FAS ................................................
Parent company income statement ............................................................................. 74
Parent company balance sheet ..................................................................................... 75
Parent company cash flow statement ......................................................................... 77
Notes to the parent company’s
financial statements .........................................................................................................78
The parent company’s accounting principles ...........................................................78
1. Personnel expenses .................................................................................... 78
2. Other operating expenses ......................................................................... 79
3. Depreciation and amortisation ................................................................. 79
4. Contributions from Group companies ..................................................... 79
5. Income taxes ................................................................................................ 79
6. Intangible assets .........................................................................................80
7. Tangible assets ............................................................................................80
8. Holdings in Group companies ....................................................................81
9. Receivables from Group companies .........................................................81
10. Cash and cash equivalent ........................................................................... 81
11. Equity ............................................................................................................. 82
12. Depreciation difference .............................................................................. 82
13. Loans from financial institutions ............................................................... 82
14. Liabilities to Group companies .................................................................83
15. Accrued liabilities ........................................................................................ 83
16. Commitments and contingencies ............................................................ 83
17. Derivative contracts ....................................................................................83
18. Other rental contracts .................................................................................84
19. Management’s employment-related benefits ........................................ 84
BOARD OF DIRECTORS’ PROPOSAL FOR
THE DISTRIBUTION OF PROFIT ................................................................................84
SIGNATURES TO THE BOARD OF DIRECTORS’
REPORT AND FINANCIAL STATEMENTS ................................................................84
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BOARD OF DIRECTORS’ REPORT
Scanfil plc is an international listed (Nasdaq Helsinki, SCANFL) manufacturing
partner and system supplier for the electronic industry, with more than 45 years
of experience in demanding contract manufacturing. Overall management is one
of the Group’s strengths. Its services range from product design and production
suitability planning to prototype and pre-serial production, the volume manufacturing
of products and aftersales services such as maintenance and spare parts
services. On December 31, 2022, the Group employed some 3,500 people. At the end
of 2022, Scanfil had a total of nine factories in seven countries on three continents.
Key elements of Scanfil’s operations include a vertically integrated production
system and the provision of services and supply chain management for customers
over the entire lifecycle of products. These provide a solid foundation for Scanfil’s
competitive advantages: speed, flexibility and reliability. The company’s customers
include international operators in sectors such as automation, energy, cleantech,
and health technology, and companies operating in fields related to urbanization.
Year 2022
The last two years have been characterized by strong customer demand and material
availability challenges. Customer demand continued to be strong throughout 2022
and it became a year of record growth and turnover for Scanfil. Turnover increased
21.3% compared to last year and it was EUR 843.8 (695.7) million. Scanfil strives
5–7% annual revenue growth, so the goal was clearly met.
Challenges in material availability affected Scanfil in two ways: first of all, material
shortages reduced the labour productivity by causing breaks and delays in planned
production. Secondly, Scanfil was forced to purchase materials from the spot
market with higher than planned prices, which were mainly invoiced from customers
without material margin.
Scanfil has a SMART technology program for the years 2019–2023, the goal of which
is to secure the company’s technological leadership. During 2022, investments
in production to the automation and digitalization of production processes and
material management continued in accordance with the SMART program at several
factories. In addition, the amount of total investments raised increased customer
demand, which was answered by increasing production capacity. Scanfil invested,
among other things, in the new SMT lines of the factories in Suzhou and Sieradz,
Sieradz’s printing and wave soldering line, as well as testing equipment at several
different factories. A significant investment in production, warehouse and office
space reorganizations was made in Suzhou. In addition, the company invested
in mechanics manufacturing in Pärnu and Myslowice factories’ painting lines and
automatic punching and bending machines.
Turnover and result
The group’s turnover for January–December was EUR 843.8 (695.7) million, growth
of 21.3% compared to last year. Turnover includes EUR 80.7 (32.0) million of spot-
market purchases and some other costs related to securing customer deliveries.
To ensure the availability and reliability of delivery of materials and components the
company had to buy semi-conductor components in particular at a significantly
higher than normal price on the spot market. The company invoiced customers for
the additional costs that arose in this way, but as a rule without a material margin.
This invoicing was low-margin or no-margin for Scanfil.
Operating profit for January–December was EUR 45.4 (39.6) million, 5.4% (5.7%)
of turnover. In the reporting period for 2022 there were no adjustment items. In the
comparison year adjusted operating profit was EUR 40.3 million, 5.8% of turnover.
The operating profit was positively affected by good customer demand. Component
availability in the market improved gradually during the year and the performance
of factories was mostly developing positively or remaining at good level. COVID
lockdowns, in China, in April had a negative effect on the profitability. Generally, we
were successfully moving the cost inflation to customer prices, but in some cases
the price changes were realized with delay. The foreign exchange rate changes had
a negative impact of EUR -2.5 million on operating profit, but situation improved
significantly towards the year end driven by the improved hedging process and
lower currency volatility. The operating margin was also negatively impacted by the
separately agreed customer invoicing with low or no margin.
The net profit for January–December was EUR 35.0 (29.8) million. In the comparison
year adjusted net profit was EUR 32.0 million. Net profit in comparison year was
negatively impacted by a non-recurring tax adjustment of EUR 1.6 million and closure
cost EUR 0.7 million of Hamburg factory. Earnings per share was EUR 0.54 (0.46).
The adjusted earnings per share for 2021 was EUR 0.50.
The effective tax rate in January–December was 16.0% (21.0%). Mostly, the tax rate
was positively affected by the revaluation of the dividend payment timing of the
deferred taxes paid by the subsidiary to the parent company. The tax rate for the
comparison year was negatively affected by a tax adjustment of EUR 1.6 million.
The Group’s key figures over five years are presented under “The Group’s key
figures” in the financial statements.
Financing position and investments
The Group has a stable financing position. The consolidated balance sheet total
was EUR 525.5 (473.8) million at the end of the review period. Cash and cash
equivalents totaled EUR 20.8 (25.3) million. Liabilities amounted to EUR 298.9 (266.4)
million, of which non-interest-bearing liabilities totaled EUR 192.6 (181.2) million and
interest-bearing liabilities totaled EUR 106.3 (85.2) million. Interest-bearing liabilities
consisted of EUR 81.5 (62.1) million of financial liabilities and EUR 24.8 (23.1) million
of leasing liabilities. The increase in non-interest-bearing liabilities was caused by
the increase in accounts payables.
Loan payments were EUR 6.0 (6.0) million. The Group has EUR 59.2 million of
unused credit facilities.
The equity ratio was 45.3% (45.3%), and net gearing was 37.8% (28.9%). Equity per
share was EUR 3.49 (3.19).
The Group’s financial arrangement includes discharge covenants related to equity
ratio and interest-bearing net debt/EBITDA ratio. The terms of the covenants are
reviewed quarterly. At the end of the period under review, the terms have been
clearly complied with.
The net cash flow from operating activities for the review period January–December
was EUR 10.2 (-12.5) million. The net cash flow from operating activities turned
positive during the second quarter and totaled EUR 21.9 million in the second half
of the year. The positive cash flow is resulting from improved profitability and the
improved control on working capital. In January–December the effect of working
capital growth was EUR -43.1 (-52.7) million. Growth was mainly due to the turnover
growth and spot market purchases. Also, the challenges in material purchases were
still impacting on the inventory levels. Working capital consisted of the following
items: short-term non-interest-bearing receivables increased by EUR 18.1 (34.6)
million, inventories increased by EUR 39.6 (88.3) million, and short-term non-interest-
bearing liabilities increased by EUR 14.6 (70.3) million. In October–December the
improvement actions in the supply chain management stabilized the inventory level
and working capital increased only by EUR 3.3 million from the third quarter and the
growth was driven by the increasing volumes.
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ANNUAL REPORT 2022/28
The net cash flow in January–December from investing activities was EUR -18.5 (-12.5)
million. The cash flow from financing activities was EUR 3.9 (24.3) million, including
a EUR -12.3 (-11.0) million dividend payment, EUR -6.0 (-6.0) million in repayments of
long-term loans, change in short term loans EUR +25.7 (+13.7) million and repayment
of lease liabilities EUR- 3.7 (-3.7) million.
Gross investments in January–December totaled EUR 19.0 (15.5) million, which was
2.3% (2.2%) of the turnover. The increase in investments was mainly attributable to
strong demand and need to increase the production capacity. The Group acquired
more space, machinery and equipment to respond to high demand. Depreciation
totaled EUR 17.5 (15.4) million.
The Board of Directors’ authorizations
Scanfil plc’s Annual General Meeting was held on April 21, 2022, at the premises
of Borenius Attorneys Ltd. Due to the COVID-19 pandemic, shareholders and their
proxies had to vote in advance and physical attendance at the Meeting was not
possible.
The Meeting authorized the Board of Directors to decide on the acquisition of the
company’s own shares and to decide on share issues through one or more issues.
The Board of Directors’ proposals to the General Meeting and the minutes of the
Annual General Meeting are available on the company website at scanfil.com/agm.
Option schemes
The Group has three valid option schemes. On April 12, 2016, the Annual General
Meeting accepted Scanfil plc’s 2016 option scheme (A)–(C), and on April 24, 2019,
the Annual General Meeting accepted the 2019 option scheme (A–C) and on the 21
April 2022 the Annual General Meeting authorized the Board to decide on the issue
of option rights to the Scanfil Group ‘s key personnel and to decide on the terms and
conditions of the option scheme. Based on the authorization on 27 October 2022,
the Board decided on the option scheme 2022 (AI/AII) – (CI/CII). ) On the basis of
the 2016 option scheme, a maximum of 900,000 option rights can be granted, while
on the basis of the 2019 option scheme, a maximum of 900,000 option rights can
be granted and on the basis of the 2022 option scheme, a maximum of 1,200,000
option rights can be granted Each option right enables its holder to subscribe to
one Scanfil plc share.
During the period under review, a total of 60,000 treasury shares were subscribed
under Scanfil Plc’s stock options 2016(C) and 2019(A). The whole subscription price
of EUR 260,000 for subscriptions made with the stock options was recognized in the
company’s reserve for invested unrestricted equity.
Share
Scanfil plc has a total of 64,959,993 shares. The company’s registered share
capital is EUR 2,000,000. The company has one series of shares, and each share
entitles the holder to one vote and an equal right to receive dividends. Scanfil plc’s
shares are quoted on Nasdaq Helsinki Ltd. The shares have been publicly traded
since January 2, 2012. The trading code of the shares is SCANFL. The shares are
included in the book-entry securities system maintained by Euroclear Finland Oy.
Members of the Board of Directors of Scanfil plc, the CEO and members of the
Group’s Management Team held a total of 10,503,488 shares on December 31, 2022,
comprising 16.2% of the company’s shares and votes. A total of 1,040,000 option
rights has been granted for the CEO and members of the Group’s Management Team,
of which 810,000 are still unsubscribed. To the other key management has been
granted 96,000 option rights under 2022(AI/AII) option scheme. The total of 1,360,000
corresponds 1.7% of all shares in Scanfil plc.
The highest trading price during the financial year was EUR 8.06, and the lowest
was EUR 4.90, with the closing price for the period standing at EUR 6.58. A total
of 4,165,768 shares were traded during the period, corresponding to 6.4% of the
total number of shares. As of December 31, 2022, the market value of the shares
was EUR 427.4 million.
More detailed information on the distribution of shareholdings, shareholders and
the share price development is presented under “Shares and shareholders” in the
financial statements.
Own shares
On December 31, 2022, the company owned 98,738 of its own shares, representing
0.2% of all shares.
Personnel
At the end of the financial period, the Group employed 3,497 (3,282) people, of whom
3,189 (2,970) worked outside Finland and 308 (312) in Finland.
PERSONNEL, AVARAGE 2022 2021 2020
Parent company 13 13 13
The Group 3,403 3,267 3,387
PAID SALARIES, WAGES AND FEES
EUR MILLION
2022 2021 2020
Parent company 1.9 1.8 1.7
The Group 82.5 77.8 77.3
Board of Directors and CEO
At the Annual General Meeting on April 21, 2022, Harri Takanen, Bengt
Engström, Christina Lindstedt and Juha Räisänen were re-elected to the
Board of Directors. At its organising meeting on April 21, 2022, the Board of
Directors elected Harri Takanen as its chair.
In addition, the Board of Directors made the following decisions on the
organisation of committees: the members of the Audit Committee are Juha
Räisänen, Christina Lindsted and Harri Takanen, and the members of the
Nomination and Remuneration Committee are Harri Takanen and Bengt Engström.
Petteri Jokitalo (b. 1963), M.Sc. (Tech.), served as the company’s CEO between
January 1 and December 31, 2022.
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ANNUAL REPORT 2022/29
Risks
Scanfil has determined the most significant risks in its operations. Risks related to
sustainability have been discussed in the Sustainability Report. The Group monitors
and follows all identified and potential risks. The Board of Directors steers the risk
management processes and Audit Committee supervises the implementation.
Operative management of the risk management is led by CFO. More information
can be found in the Corporate Governance Statement’s risk management section.
Near-future business risks and uncertainties
In this section, the most essential risk factors, that may have an impact on Scanfil’s
ability to achieve its targets and means to manage related risks, are discussed briefly.
Scanfil seeks actively to reduce the impact of these risk factors by preventive actions.
STRATEGIC RISKS
The weakening of the global economy and the declining demand of investment
goods might have a negative impact on the development of business of Scanfil’s
customers and weaken the demand in the contract manufacturing market.
Scanfil doesn’t have sales to Russia or material purchases from Russia and therefore
the war in Ukraine doesn’t have direct impact on Scanfil revenue or profitability.
However, expansion of war could have a significant effect on Scanfil’s business
environment. Also, political and trade political tense and related actions may impact
on the Scanfil business environment. This risk is eliminated by Scanfil’s global factory
network and its development.
Scanfil is responsible for developing and adopting technologies needed for customer
production in an efficient manner as an integral part of its operations. It is possible,
that if the Group cannot develop its production with a tight schedule, its customers
could change the manufacturing partner. Scanfil has systematically mitigated this
risk by investing in new manufacturing technologies and systems, machines and
equipment that are both modern and optimal for the production.
OPERATIONAL RISKS
The vast majority of materials and components used in the supply chain are
purchased from external suppliers or subcontractors. This exposes the Group to the
availability and cost risks related to materials, components and other subcontracted
products in addition to the contingency of the business relationship.
The group has a global procurement unit whose task is to ensure the availability
of materials using trusted suppliers. With its purchasing power and procurement
organization, Scanfil is able to influence suppliers’ delivery reliability and pricing
to a reasonable extent.
There have been challenges in the availability of certain materials, especially
semiconductors, since 2021. The situation has improved at the end of 2022, but
has not returned to the pre-2021 level. To solve the problem, Scanfil has used, for
example, spot market purchases to ensure customer deliveries.
Obsolete materials and components may create a financial risk for the group limited
to their book value. Material responsibilities are agreed upon in customer contracts.
Scanfil needs electricity and heat in its production. The risk of rising energy availability
and costs is believed to be small in the short term in Europe, and will not have a
significant impact on short-term revenue or profitability expectations. In the longer
term, there may still be risks to the availability of energy.
CUSTOMER RISKS
The Group has approximately 110 active customers, of which the largest customers
are Nordic companies that are leaders in their respective industries. The client
companies are spread over several different industries and geographical areas. In
general, the business of the Group’s key customers is not particularly sensitive to
economic cycles and the life cycles of products are often long. During 2022, the
largest customer’s share of turnover was 19% (18%), and the ten largest customers’
share of turnover was approximately 55% (59%).
FINANCIAL AND EXCHANGE RATE RISKS
Scanfil operates internationally and is thus exposed to exchange rate risks. The
group’s exchange rate risks consist of transaction risks related to business and
financing cash flows, translation risks related to foreign subsidiaries, and financial
risks caused by exchange rate changes. Currency futures can be used to hedge
the transaction risk. The Group’s finance function is responsible for ensuring that
all hedging measures are implemented in accordance with the Group’s hedging
process. Investments in foreign subsidiaries are not protected.
Interest rate risk is included in the return on financial investments and interest-
bearing debts. Changes in the interest rate have an impact on the Group’s result.
The interest rate risk of loans can be managed with credit swaps and by adjusting
the relative shares of fixed and variable rate loans. The prevailing interest rate risk
is moderate with current contracts and credit levels.
Credit risks are related to trade receivables from customers. The Group’s largest
customers are solvent Nordic market leaders in their industries. Overdue trade
receivables are monitored regularly on a monthly basis at the Group level. The
creditworthiness of new customers is checked and only standard payment terms
are granted to customers. The customers’ credit ratings are monitored and most
of Scanfil’s largest customers have a good credit rating. Trade receivables do not
include significant credit loss risk.
Financial risk is mainly related to securing the Group’s financing. The management
of the Group’s finances and the management of financial risks are managed in
accordance with the principles approved by the Board of the Group’s parent company.
Scanfil’s finance function, which is part of the Group’s financial administration,
is responsible for ensuring that financial services and financial transactions are
carried out in a way that aims to enable the availability of sufficient funding under
all circumstances. Scanfil’s debt level is moderate and the credit rating is good.
INFLATION RISK
Overall inflation has an impact on the Group’s cost structure. Especially in 2022,
inflation has increased significantly. Scanfil has had to raise and will continue to raise
customer prices in line with the general development of the cost level.
PANDEMIC RISKS
The COVID-19 pandemic experienced after 2020 affected the company’s business
especially in 2020 and 2021. However, the current COVID-19 situation is no longer
considered a significant risk.
Similar pandemics could affect the Group’s business. The effects can include, for
example, factory closings, increased staff sick leave and quarantines, the costs of
protective measures, even a temporary stoppage of production and/or delays in
the delivery of materials and manufactured products.
CYBER SECURITY RISK
Cyber security is recognized as a growing risk. Scanfil continuously monitors and
develops the ICT environment and systems to reduce risks.
The Group’s risks and risk management are described in more detail on the company’s
website in the Corporate Governance section and in the notes to the consolidated
financial statements.
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ANNUAL REPORT 2022/30
Changes in the Group structure
There have been no changes in the Group structure during the reporting period.
Research and development
As a result of the nature of the company’s business operations, R&D activities
are primarily carried out with customers, and the company’s R&D activities do not
account for any significant part of the company’s cost structure.
Proposals by the Board of Directors
to the Annual General Meeting
Scanfil plc’s Annual General Meeting has been planned to be held on April 27, 2023.
Dividend for 2022
The parent company’s distributable assets total EUR 63,779,792.03, including
undistributed profits of EUR 30,011,400.49. The Board of Directors proposes to
the Annual General Meeting that a dividend of EUR 0.21 (0.19) per share, totalling
EUR 13,620,863.55 be paid for the financial year ending on December 31, 2022. The
dividend will be paid to shareholders, who are recorded on May 1, 2023, in the
company’s list of shareholders maintained by Euroclear Finland Oy. The dividend
will be paid on May 8, 2023.
No significant changes have taken place in the company’s financial position since
the end of the financial year. In the view of the Board of Directors, the proposed
dividend pay-out will not put the company’s liquidity at risk.
The proposal of Scanfil plc’s nomination committee to the General Meeting for the
composition of Scanfil plc’s Board of Directors will be published in connection with
the invitation to the General Meeting.
Future Outlook
Scanfil estimates that its turnover for 2023 will be EUR 820–890 million, and its
adjusted operating profit will be EUR 49–55 million.
The outlook is based on customer forecasts and Scanfil’s normal forecasting process.
The outlook is associated with uncertainty, especially regarding the semiconductor
availability, price level, the supply chain’s ability to deliver and spot market purchases.
In 2022 spot market purchases increased turnover by EUR 80.7 (32.0) million. In
addition, the development of the general economic situation and the war in Ukraine
are causing risks and uncertainty.
Long-term targets
Scanfil is organically aiming for 5%–7% annual turnover growth and 7% operating
profit level. Scanfil aims to pay an increasing dividend of approximately 1/3 of the
earnings per share.
Events after the reporting period
January 31, 2023, Scanfil announced capacity investment in Sieradz factory
February 11, 2023, Scanfil announced the signing of the agreement of the new
CEO, Christophe Sut.
Corporate Governance Statement
The Corporate Governance Statement will be published with the financial statements
separately from the annual report.
Report on non-financial information
Scanfil reports its non-financial information as a part of its sustainability report,
which will be published as a part of the annual report.
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GovernanceFinancial reviewAnnual review
ANNUAL REPORT 2022/31
SHARES AND SHAREHOLDERS
Shares and share capital
Scanfil plc has a total of 64,959,993 shares. The company’s registered share capital
is EUR 2,000,000. The company has one series of shares, and each share entitles
the holder to one vote and an equal right to receive dividends.
Scanfil plc’s shares are quoted on Nasdaq Helsinki Ltd. The shares have been publicly
traded since January 2, 2012. The trading code of the shares is SCANFL. The shares
are included in the book-entry securities system maintained by Euroclear Finland Ltd.
Board’s authorizations in force
The Scanfil plc’s Board of Directors did not have any authorizations to issue
convertible bonds or bonds with warrants.
The Annual General Meeting (“AGM”) of Scanfil plc held on April 21, 2022 authorized
the Board of Directors to decide on the acquisition of at most 5,000,000 treasury
shares. The authorization will remain in force for 18 months after its issuance.
The AGM authorized the Board of Directors to decide on share issue, granting
shares and issue of special rights entitling to shares. Shares and special rights
can be given through one or more issues with or without a consideration. The
number of shares to be issued based on the authorization can be no more than
11,800,000 shares, including special rights entitling to shares. The authorization is
valid until 30 June 2023.
The AGM also authorized the Board of Directors to decide on share issues and
granting of option rights to the key personnel. Shares and option rights can be given
through one or more issues with or without a consideration. The number of shares
to be issued or given under the authorization, including shares subscribed on the
basis of option rights, may not exceed 1,200,000 shares. The Board of Directors
can decide on the terms and conditions of all share based transactions considering
the authorizations given by the AGM.
Own shares
The company held 98,738 of its own shares on December 31, 2022.
Dividend distribution policy
The company aims to pay dividends annually. The level of dividends paid and the
date of payment are affected, inter alia, by the group’s results, financial position,
need for capital and other possible factors. The aim is to distribute approximately
one-third of the Group’s annual profit as dividend to shareholders.
Dividend
The Board of Directors proposes to the Annual General Meeting that a dividend
of EUR 0.21 per share, totalling EUR 13,620,863.55 be paid for the financial year
ending on December 31, 2022.
Share price development, trading and market value
During 2022, the number of Scanfil plc shares traded on Nasdaq Helsinki Ltd was
4,165,768, comprising 6.4% of all outstanding shares. The value of shares traded
was EUR 27.4 million and the average price was EUR 6.59. The market value of the
share capital was EUR 427.4 million on December 31, 2022. The highest trading
price was EUR 8.06 and the lowest EUR 4.90. The closing price was EUR 6.58.
Information on shareholders
On December 31, 2022, Scanfil plc had a total of 7,372 shareholders, 83.8% of
whom owned a maximum of 1,000 shares in the company. The ten major share-
holders owned 72.2% of the shares. Nominee-registered shares accounted for
3.8% of the shares.
Shares held by management
Members of the Board of Directors of Scanfil plc, the CEO and members of the
Group’s Management Team held a total of 10,503,488 shares on December 31,
2022, comprising 16.2% of the company’s shares and votes.
SHARE PRICE DEVELOPMENT IN 2022 COMPARED TO THE GENERAL INDEX
4
5
6
7
8
3.12.20214.11.20214.10.20216.9.20214.8.20215.7.20214.6.20214.5.20216.4.20214.3.20214.2.2021
8
7
6
5
4
2.1. 2.2. 2.3. 2.4. 2.5. 2.6. 2.7. 2.8. 2.9. 2.10. 2.11. 2.12.
Scanfil plc
OMX Helsinki Index
ANNUAL REPORT 2022/32
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BREAKDOWN OF SHARE OWNERSHIP
BREAKDOWN OF SHARE OWNERSHIP BY NUMBER OF SHARES HELD ON DECEMBER 31, 2022
INFORMATION ON SHAREHOLDERS
MAJOR SHAREHOLDERS ON DECEMBER 31, 2022
Number of shares
Number
of shares
pcs
Percentage
of owners
%
Total number
of shares
and votes
pcs
Percentage
of shares
and votes
%
1–100 2,191 29.72 103,737 0.16
101–1,000 3,990 54.12 1,576,239 2.43
1,001–10,000 1,027 13.93 2,775,131 4.27
10,001–100,000 128 1.74 3,965,318 6.10
100,001–9,999.999 36 0.49 56,539,568 87.04
Total 7,372 100.00 64,959,993 100.00
Number of
shareholders Share %
Number
of shares Share %
Corporations 274 3.72 9,318,372 14.34
Financial and insurance institutions 26 0.35 5,556,269 8.55
Public entities 4 0.05 1,757,038 2.70
Non-profit-making organisations 22 0.30 2,096,914 3.23
Households 7,023 95.27 45,727,720 70.39
Non-Finnish owners 23 0.31 503,680 0.78
Total 7,372 100.00 64,959,993 100.00
Of which nominee-registered 10 2,435,895 3.75
BREAKDOWN OF SHARE OWNERSHIP BY OWNER CATEGORY ON DECEMBER 31, 2022
shares
Share %
of shares
and votes
1. Takanen Harri 9,913,146 15.26
2. Takanen Jarkko 8,251,169 12.70
3. Varikot Oy 7,606,442 11.71
4. Takanen Jorma Jussi 6,474,305 9.97
5. Tolonen Jonna 3,351,950 5.16
6. Pöllä Reijo 3,328,745 5.12
7. Laakkonen Mikko 2,531,187 3.90
8. Sijoitusrahasto Aktia Capital 1,918,000 2.95
9. Riitta ja Jorma J. Takasen säätiö 1,900,000 2.92
10. Takanen Martti 1,647,018 2.54
ANNUAL REPORT 2022/33
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GovernanceFinancial reviewAnnual review
2022 2021 2020 2019 2018 2017
Financial key ratios
Turnover, EUR m 843.8 695.7 595.3 579.4 563.0 529.9
Turnover, growth from previous year, % 21.3 16.9 2.7 2.9 6.3 4.3
Operating profit, EUR m 45.4 39.6 44.4 35.3 37.8 31.3
Operating profit, % of turnover 5.4 5.7 7.5 6.1 6.7 5.9
Profit/loss for the period, EUR m 35.0 29.8 36.9 28.1 28.9 25.8
Profit/loss for the period, % of turnover 4.2 4.3 6.2 4.8 5.1 4.9
Return on equity, % 16.1 15.2 21.1 18.0 21.5 22.2
Return on investment, % 14.6 15.3 19.5 17.0 20.2 19.4
Interest-bearing liabilities, EUR m 106.3 85.2 44.0 66.6 47.3 61.3
Gearing, % 37.8 28.9 9.9 27.7 19.5 32.6
Equity ratio, % 45.3 45.3 54.3 49.1 47.7 40.7
Gross investments in fixed assets, EUR m 19.0 15.5 9.4 21.1 10.1 18.6
Gross investments in fixed assets, % of turnover 2.3 2.2 1.6 3.6 1.8 3.5
Average number of employees for the period 3,403 3,267 3,387 3,530 3,414 3,254
2022 2021 2020 2019 2018 2017
Key indicators per share
Earnings per share, EUR 0.54 0.46 0.57 0.44 0.45 0.40
Shareholders’ equity per share, EUR 3.49 3.18 2.82 2.58 2.26 1.95
Dividend per share, EUR 0.21 0.19 0.17 0.15 0.13 0.11
Dividend per earnings, % 38.9 41.3 29.8 34.3 28.7 27.2
Effective dividend yield, % 3.19 2.55 2.61 3.07 3.47 2.59
Price-to-earnings ratio (P/E) 12.2 16.2 11.4 11.2 8.3 10.5
Share trading
No. of shares traded, thousands 4,166 4,415 6,290 3,526 3,341 3,296
Percentage of total shares, % 6.4 6.8 9.7 5.4 5.2 5.2
Share performance
Lowest price for year, EUR 4.90 6.24 3.26 3.73 3.45 3.42
Highest price for year, EUR 8.06 9.02 6.70 4.96 5.16 4.53
Average price for year, EUR 6.59 7.61 5.07 4.16 4.44 3.92
Price at the end of year, EUR 6.58 7.46 6.52 4.89 3.75 4.25
Market value of share capital at the end of financial
year, EUR million
427.4 484.6 422.7 316.4 240.1 271.6
Share-issue adjusted number of shares
At the end of the period, thousands 64,960 64,960 64,830 64,700 64,035 63,895
On average during the period, thousands 64,830 64,701 64,387 64,296 63,945 63,757
KEY RATIOS
The adoption of IFRS 16 in 2019 has affected the comparability of some key figures. The effect mainly concerns the equity ratio and gearing ratio.
ANNUAL REPORT 2022/34
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GovernanceFinancial reviewAnnual review
Return on equity, % Net profit for the period x 100
Shareholders’ equity (average)
Adjusted return on equity, % Adjusted net profit for the period x 100
Adjusted shareholders’ equity (average)
Return on investment, % (Profit before taxes + interest and other financial expenses) x 100
Balance sheet total - non-interest-bearing liabilities (average)
Gearing (%) (Interest-bearing liabilities - cash and other liquid financial assets)
Shareholders’ equity
Equity ratio (%) Shareholders’ equity x 100
Balance sheet total - advance payments received
Earnings per share Net profit for the period
Average adjusted number of shares during the year
Shareholders’ equity per share Shareholders’ equity
Adjusted number of shares at the end of the financial period
Dividend per share Dividend to be distributed for the period (Board’s proposal)
Number of shares at the end of year
Dividend per earnings (%) Dividend per share x 100
Earnings per share
Effective dividend yield (%) Dividend per share x 100
Share price at the end of year
Price-to-earnings ratio (P/E) Share price at the end of year
Earnings per share
Average share price Total share turnover
Number of shares traded
Market capitalization Number of shares x last trading price of the financial period
Adjusted item A non-recurring significant item that deviates from normal business
operations, which affects the comparability between different periods.
DEFINITIONS OF KEY RATIOS
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CONSOLIDATED FINANCIAL STATEMENT, IFRS
EUR THOUSAND Note 1.1.-31.12.2022 1.1.-31.12.2021
Turnover 1.1 843,756 695,735
Other operating income 1.2 855 1,167
Changes in inventories of finished goods
and work in progress
Use of materials and supplies 1.3 -610,201 -491,339
Employee benefit expenses 1.4 -104,045 -97,474
Depreciation and amortisation 3.5 -17,456 -15,376
Other operating expenses 1.5 -67,801 -56,108
Operating profit 45,381 39,583
Financial income 4.2 366 61
Financial expense 4.2 -4,033 -1,988
Profit before tax 41,714 37,656
Income tax 1.6 -6,670 -7,901
Net profit for the period 35,044 29,756
Attributable to:
The parent company owners 35,044 29,756
Earnings per share calculated on the profit attributable
to shareholders of the parent company:
undiluted earnings per share 1.7 0.54 0.46
diluted earnings per share 1.7 0.53 0.46
EUR THOUSAND Note 1.1.-31.12.2022 1.1.-31.12.2021
Net profit for the period 35,044 29,756
Other comprehensive income
Items that may later be recognised in profit or loss
Translation differences 4.8 -5,203 3,706
Cash flow hedges 4.8 1,029 488
Other comprehensive income, net of tax -4,173 4,194
Total comprehensive income 30,871 33,950
Total comprehensive income attributable to:
The parent company owners 30,871 33,950
Consolidated Income Statement Consolidated Statement of Comprehensive Income
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EUR THOUSAND Note 31.12.2022 31.12.2021
ASSETS
Non-current assets
Property, plant and equipment 3.3 55,564 49,792
Right-of-use-assets 3.4 24,141 22,240
Goodwill 3.1 7,664 8,166
Other intangible assets 3.2 10,799 12,906
Other investments 4.6 529 535
Deferred tax assets 1.6 7,843 8,501
Current assets
Inventories 2.2 229,291 193,358
Trade and other receivables 2.3 164,817 149,027
Advance payments 2,292 1,303
Current tax 1,776 2,641
Cash and cash equivalents 4.1 20,779 25,345
Total assets 525,494 473,814
EUR THOUSAND Note 31.12.2022 31.12.2021
EQUITY AND LIABILITIES
Shareholder's equity and liabilities 4.8
Share capital 2,000 2,000
Reserve for invested unrestricted equity fund 33,425 33,165
Fair Value Reserve 959 -71
Other reserves 2,650 2,650
Translation differences -7,560 -2,357
Retained earnings 195,120 172,043
Total equity 226,594 207,430
Non-current liabilities
Provisions 5.1 801 665
Interest bearing liabilities 4.3 36,000 42,078
Lease liabilities 4.3 20,439 19,903
Deferred tax liabilities 1.6 4,615 5,290
Current liabilities
Trade and other liabilities 2.4 183,685 172,290
Current tax 3,084 1,376
Provisions 5.1 378 1,560
Interest bearing liabilities 4.3 45,538 20,041
Lease liabilities 4.3 4,360 3,182
Total liabilities 298,900 266,385
Total shareholder's equity and liabilities 525,494 473,814
Consolidated Statement of Financial Position
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Cash flow from operating activities
Net profit 35,044 29,756
Adjustments for the net profit
Transactions without payment:
Change in provisions -1,031 -2,506
Capital gain / loss for fixed assets -169 -289
Exchange rate differences -2,311 37
Other adjustments 395 301
Depreciation and amortisation 17,456 15,376
Financial income -366 -61
Financial expenses 4,033 1,988
Taxes 6,624 7,859
Change in net working capital:
Change in accounts receivable and other receivables -18,099 -34,644
Change in inventories -39,584 -88,340
Change in accounts payable and other liabilities 14,568 70,292
Change in net working capital total -43,115 -52,692
Paid interests and other financial expenses -2,304 -1,046
Interest received 364 44
Taxes paid -4,431 -11,304
Net cash from operating activities 10,189 -12,537
EUR THOUSAND Note 1.1.-31.12.2022 1.1.-31.12.2021
Cash flow from investing activities
Investments in tangible and intangible assets 3.2, 3.3 -18,975 -12,901
Sale of tangible and intangible assets 461 356
Net cash from investing activities -18,515 -12,546
Cash flow from financing activities
Share subscriptions based on stock options 1.4 260 1,333
Proceeds from short-term loans 25,917 13,851
Repayment of short-term loans -190 -161
Proceeds from long-term loans 30,000
Repayment of long-term loans -6,000 -6,000
Repayment of lease liabilities -3,742 -3,742
Paid dividends -12,316 -10,987
Net cash from financing activities 3,929 24,293
Net increase/decrease in cash and cash equivalents -4,397 -789
Cash and cash equivalents at beginning of period 25,345 25,845
Changes in exchange rates -169 290
Cash and cash equivalents at end of period 20,779 25,345
Consolidated Statement of Cash Flow
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Consolidated Statement of Changes in Equity
Equity attributable to equity holders of the parent company
EUR THOUSAND
Share
capital
Reserve for
invested
unrestricted
equity fund
Fair
value
reserve
Other
reserves
Translation
differences
Retained
earnings
Equity
total
Equity 1.1.2022 2,000 33,165 -71 2,650 -2,357 172,043 207,430
Comprehensive income
Net profit for the period 35,044 35,044
Other comprehensive income (net of tax)
Translation differences -5,203 -5,203
Cash flow hedges 1,029 1,029
Total comprehensive income 1,029 -5,203 35,044 30,871
Transactions with owners
Option Scheme 349 349
Paid dividends -12,316 -12,316
Share options exercised 260 260
Equity 31.12.2022 2,000 33,425 959 2,650 -7,560 195,120 226,594
Equity attributable to equity holders of the parent company
EUR THOUSAND
Share
capital
Reserve for
invested
unrestricted
equity fund
Fair
value
reserve
Other
reserves
Translation
differences
Retained
earnings
Equity
total
Equity 1.1.2021 2,000 31,832 -558 2,650 -6,063 153,015 182,876
Comprehensive income
Net profit for the period 29,756 29,756
Other comprehensive income (net of tax)
Translation differences 3,706 3,706
Cash flow hedges 488 488
Total comprehensive income 488 3,706 29,756 33,950
Transactions with owners
Option Scheme 259 259
Paid dividends -10,987 -10,987
Share options exercised 1,333 1,333
Equity 31.12.2021 2,000 33,165 -71 2,650 -2,357 172,043 207,430
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NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
1. ITEMS AFFECTING THE RESULT
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2. NET WORKING CAPITAL
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3. NON-CURRENT ASSETS
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4. CAPITAL STRUCTURE
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5. OTHER NOTES
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PARENT COMPANY FINANCIAL STATEMENTS, FAS
EUR THOUSAND Note 1.1.-31.12.2022 1.1.-31.12.2021
Other operating income 2,265 2,152
Personnel expenses 1
Wages, salaries and fees -1,866 -1,768
Pensions and statutory indirect employee costs
Pensions -295 -268
Statutory indirect employee costs -49 -37
Personnel expenses total -2,210 -2,074
Depreciation and reduction in value
Depreciation according to plan 3 -56 -61
Depreciation and reduction in value total -56 -61
Other operating expenses 2 -1,165 -759
Operating profit -1,166 -742
Financial income and expenses
Financial income from Group 10,000
Other interest and financial income
From Group 3,099 762
From other 3,435 901
Interest expenses and financial expenses
To Group -921
To other -3,147 -1,541
Financial income and expenses total 12,466 122
EUR THOUSAND Note 1.1.-31.12.2022 1.1.-31.12.2021
Profit before appropriations and taxes 11,300 -620
Appropriations
Depreciation difference increase 8 -13
Group contribution 4 1,500
Appropriations total 8 1,487
Profit before tax 11,309 867
Income taxes 5
Income taxes -259 -285
Taxes for previous years 65
Deferred taxes -52 111
Income taxes total -246 -173
Net profit for the period 11,063 693
Parent Company Income Statement
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EUR THOUSAND Note 31.12.2022 31.12.2021
ASSETS
Non-current assets
Intangible assets
Immaterial rights 6 4 7
Other non-current assets 124 153
Intangible assets total 129 159
Tangible assets
Plant and equipment 36 52
Other tangible assets 17 17
Advance payments and construction in progress 7 133 87
Tangible assets total 186 155
Investments
Holdings in Group companies 8 68,535 61,535
Investments total 68,535 61,535
Total non-current assets 68,850 61,849
EUR THOUSAND Note 31.12.2022 31.12.2021
ASSETS
Current assets
Long-term receivables
Loan receivables from Group companies 9 57,026 23,389
Other reveivables from Group companies 9 6
Deferred tax receivables 67
Long-term receivables total 57,026 23,463
Short-term receivables
Receivables from Group companies 9 28,541 43,917
Accrued income 1,155 158
Short-term receivables total 29,696 44,075
Cash and cash equivalents 10 1 12,789
Total current assets 86,723 80,327
Total assets 155,572 142,176
Parent Company Balance Sheet
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EUR THOUSAND Note 31.12.2022 31.12.2021
SHAREHOLDER’S EQUITY AND LIABILITIES
Equity
Share capital 11 2,000 2,000
Other reserves
Fair value reserve 671 -61
Reserve for invested unrestricted equity fund 33,768 33,508
Retained earnings 18,949 30,571
Profit for the period 11,063 693
Total Equity 66,451 66,712
Appropriations
Cumulative accelerated depreciation 12 5 13
Total Appropriations 5 13
EUR THOUSAND Note 31.12.2022 31.12.2021
Non-current liabilities
Financing loan 13 36,000 42,000
Deferred tax liabilities 168
Non-current liabilities total 36,168 42,000
Current liabilities
Financing loans 13 27,432 6,000
Trade liabilities 239 113
Liabilities to Group companies 14 23,948 26,244
Other creditors 99 131
Accrued liabilities 15 1,231 963
Current liabilities total 52,949 33,451
Total liabilities 89,117 75,451
Total equity and liabilities 155,572 142,176
Parent Company Balance Sheet
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EUR THOUSAND 1.1.-31.12.2022 1.1.-31.12.2021
Cash flow from operating activities
Profit for the period 11,063 693
Adjustments
Depreciation according to plan 56 61
Financial income and expenses -12,466 -122
Other income and expenses without payment
Deferred taxes 238 186
Group contributions received -1,500
Exchange rate differences -180 -153
Changes in working capital
Inc(-)/dec(+) in short-term non-interest bearing receivables -257 -269
Inc(+)/dec(-) in short-term non-interest-bearing liabilities 266 -59
Interest received from other financial revenues 4,185 633
Interest paid from other financial expenses -1,223 -479
Taxes paid -160 -17
Net cash flow from operating activities 1,523 -1,027
Cash flow from investing activities
Investments in tangible and intangible assets -57 -128
Investments in subsidiary shares -7,000
Granted loans -52,137
Received loan payments 17,046 7,250
Received dividends 10,000
Net cash flow from investing activities -32,148 7,122
EUR THOUSAND 1.1.-31.12.2022 1.1.-31.12.2021
Cash flow from financing activities
Received group contributions 1,500 1,000
Related party investments to company shares 260 1,333
Drawdown of short-term loans 21,432 166
Repayment of short-term loans 12,961 -28,000
Drawdown of long-term loans 30,000
Repayment of long-term loans -6,000 -6,000
Dividends paid -12,316 -10,987
Net cash flow from financing activities 17,837 -12,489
Net increase/decrease in cash and cash equivalents -12,788 -6,394
Cash and cash equivalents Jan 1. 12,789 19,183
Cash and cash equivalents Dec 31. 1 12,789
Parent Company Cash Flow Statement
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NOTES TO FINANCIAL STATEMENTS, FAS
The parent company’s accounting principles
Nasdaq Helsinki Ltd. The financial statements of Scanfil plc have been prepared in accordance with the Finnish Accounting
Act and other legislation and regulations in force in Finland .
MEASUREMENT AND RECOGNITION PRINCIPLES AND METHODS
Fixed assets
Fixed assets are measured at historical cost less accumulated depreciation and impairment. Depreciation is calculated on a
straight-line basis over the expected useful lives of the assets.
The depreciation periods for fixed assets are as follows:
Intellectual property rights 5 years
Other long-term expenses 5 years
Machinery and equipment 3–5 years
Subsidiary company shares
Shares in subsidiaries have been measured at the acquisition cost, which is adjusted by impairment if the future returns on
the investment are expected to be permanently lower than the acquisition cost.
Financial instruments
Financial assets and liabilities are measured at the lower of cost and probable realisable value.
The group’s bank account system
The assets and liabilities of the subsidiaries included in Scanfil plc’s group account systems are shown as offset at Scanfil plc ,
either as cash and bank receivables or as short-term financial liabilities and short-term receivables from group companies or
as short-term debts to group companies.
Turnover
The parent company’s operations consist of group functions, and income from the sale of services is presented as turnover.
Pension costs are based on defined contribution schemes. Management’s employee benefits are reported in note 19.
EUR THOUSAND 2022 2021
Salaries, wages and fees 1,866 1,768
Pension costs 295 268
Other indirect employee expenses 49 37
Total 2,210 2,074
Fringe benefits (taxable value) 85 693
AVERAGE NUMBER OF EMPLOYEES DURING THE PERIOD 2022 2021
Clerical employees 13 13
Total 13 13
1. Personnel expenses
Pension costs
The pension cover of employees is provided by pension insurance companies. Pension expenses are recognised as expenses
for the year during which they are accrued.
Foreign currency items
Foreign currency-denominated transactions are recognised during the financial period using the exchange rates on the
transaction date. Any foreign currency-denominated balance sheet items remaining outstanding on the closing date are
measured at the exchange rate valid on the closing date.
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Other operating costs mainly consist of legal and consultation expenses, travelling expenses and statutory expenses of a listed company.
EUR THOUSAND 2022 2021
Other operating expenses 1,165 759
Total 1,165 759
2. Other operating expenses
AUDITOR’S REMUNERATION, EUR THOUSAND 2022 2021
Audit fees 67 58
Auditors statement 10
Tax consulting 47 23
Other services 2
Total 124 83
3. Depreciation and amortisation
DEPRECIATION BY ASSET CLASS, EUR THOUSAND 2022 2021
Intangible assets
Intangible rights 2 12
Other long-term expenses 39 34
Plant and equipment 15 15
Total 56 61
Total depriciation 56 61
EUR THOUSAND 2022 2021
Group contribution from Scanfil EMS Oy 1,500
Total 1,500
4. Contributions from Group companies
5. Income taxes
EUR THOUSAND 2022 2021
Income taxes from group contribution 300
Income taxes from actual operations 259 -15
Income taxes from previous years -65
Change in deferred taxes 52 -111
Total 246 173
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6. Intangible assets
EUR THOUSAND
Intangible
rights
Other long-term
expenses
Intangible assets
total
Acquisition cost Jan 1, 2022 121 225 346
Additions 10 10
Acquisition cost Dec 31, 2022 121 235 356
Accumuled depreciations Jan 1, 2022 -115 -72 -187
Deprecions -2 -39 -41
Accumuled depreciations Dec 31, 2022 -117 -111 -228
Carrying amount Jan 1, 2022 7 153 159
Carrying amount Dec 31, 2022 4 124 129
7. Tangible assets
EUR THOUSAND
Plant and
equipment
Other
tangible assets
Advanced
payments and
construction in
progress
Tangible assets
total
Acquisition cost Jan 1, 2022 76 17 87 179
Additions 47 47
Acquisition cost Dec 31, 2022 76 17 133 225
Accumuled depricions Jan 1, 2022 -24 -24
Deprecions -15 -15
Accumuled depricions Dec 31, 2022 -39 -39
Carrying amount Jan 1, 2022 52 17 87 155
Carrying amount Dec 31, 2022 36 17 133 186
EUR THOUSAND
Intangible
rights
Other long-term
expenses
Intangible assets
total
Acquisition cost Jan 1, 2021 121 184 305
Additions 41 41
Acquisition cost Dec 31, 2021 121 225 346
Accumuled depreciations Jan 1, 2021 -103 -38 -141
Deprecions -12 -34 -46
Accumuled depreciations Dec 31, 2021 -115 -72 -187
Carrying amount Jan 1, 2021 18 146 164
Carrying amount Dec 31, 2021 7 153 159
EUR THOUSAND
Plant and
equipment
Other
tangible assets
Advanced
payments and
construction in
progress
Tangible assets
total
Acquisition cost Jan 1, 2021 76 17 92
Additions 87 87
Acquisition cost Dec 31, 2021 76 17 87 179
Accumuled depricions Jan 1, 2021 -9 -9
Deprecions -15 -15
Accumuled depricions Dec 31, 2021 -24 -24
Carrying amount Jan 1, 2021 67 17 83
Carrying amount Dec 31, 2021 52 17 87 155
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8. Holdings in Group companies
EUR THOUSAND 2022 2021
Total in the beginning of period 61 535 61 535
Scanfil Holding Germany GmbH, additions 7 000
Total at the end of period 68 535 61 535
Carrying amount at 31 Dec. 68 535 61 535
GROUP COMPANIES, EUR THOUSAND Domicile
Group
share %
Parent company
share %
Parent company
book value
Scanfil EMS Oy Finland 100 100 12,621
Scanfil Sweden AB Sweden 100 100 48,823
Scanfil Holding Germany GmbH Germany 100 100 7,091
Total 68,535
9. Receivables from Group companies
EUR THOUSAND 2022 2021
Long-term receivables
Loan receivables 57,026 23,389
Other receivables 6
Total 57,026 23,395
Short-term receivables
Prepayments and accrued income 215 1,809
Global Cash Pool receivables 18,973 34,269
Loan receivables 8,909 7,500
Other receivables 444 339
Total 28,541 43,917
Prepayments and accrued income
Interest income from group 215 309
Group contribution from subsidiaries 1,500
Total 215 1,809
10. Cash and equivalent
EUR THOUSAND 2022 2021
Cash and bank balances 1 12,789
Total 1 12,789
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11. Equity
13. Loans from financial institutions
12. Depreciation difference
EUR THOUSAND 2022 2021
Non-current
Financial Institutions 36,000 42,000
Current
Financial Institutions 6,000 6,000
Utilized overdraft facility 21,432
Total 63,432 48,000
Interest-bearing liabilities will mature as follows:
Year 2022 6,000
Year 2023 6,000 6,000
Year 2024 36,000 36,000
Total 42,000 48,000
EUR THOUSAND 2022 2021
Depreciation difference 5 13
Total 5 13
In 2021, Scanfil plc withdrew a long-term loan of EUR 30 million from Nordea Bank Finland Plc. The loan due date is November
15, 2024.
In 2019, Scanfil plc withdrew a long-term loan of EUR 30 million from Nordea Bank Finland Plc. The loan is amortised every
six months. The first instalment of EUR 3.0 million was paid on March 27, 2020, and it will be entirely repaid on September 27,
2024. In addition, Nordea’s Multicurrency Global Cash Pool is available with an overdraft facility of EUR 80 million of which
EUR 21.4 million was used on December 31, 2022.
The Group’s financing arrangements include termination covenants related to the equity ratio and the ratio between interest-
bearing net liabilities and the operating margin. The terms of the covenants are monitored on a quarterly basis. During the
2021 and 2022 financial periods, the Group fulfilled the covenant terms.
EUR THOUSAND 2022 2021
Share capital
Share capital Jan 1. 2,000 2,000
Share capital Dec 31. 2,000 2,000
Fair Value Reserve 671 -61
Total restricted shareholder's equity 2,671 1,939
Reserve for invested unrestricted equity fund
Reserve for invested unrestricted equity fund Jan 1. 33,508 32,176
Options 260 1,333
Reserve for invested unrestricted equity fund Dec 31. 33,768 33,508
Retained earnings
Retained earning Jan 1. 31,265 41,559
Paid dividends -12,316 -10,987
Retained earnings Dec 31. 18,949 30,571
Profit for the period 11,063 693
Total unrestricted equity 63,780 64,773
Total equity 66,451 66,712
Calculation of distributable funds Dec 31.
Reserve for invested unrestricted equity fund 33,768 33,508
Retained earnings 18,949 30,571
Profit for the period 11,063 693
Total 63,780 64,773
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14. Liabilities to Group companies
EUR THOUSAND 2022 2021
Short-term liabilities to Group companies
Accounts payable 61 22
Other liabilities 23,887 26,222
Total 23,948 26,244
15. Accrued liabilities
EUR THOUSAND 2022 2021
The most significant items included in accrued liabilities
Employee expenses 734 635
Interests 14 11
Other accrued liabilities 483 316
Total 1,231 963
16. Commitments and contingencies
EUR THOUSAND 2022 2021
Guarantees given
On behalf of group company 758 1,669
Total 758 1,669
In addition, the following guarantees have been given:
created from time to time towards Nordea Bank Abp on the basis of derivative contracts concluded, as well as to Skandinaviska
Enskilda Banken AB replacing the previous liabilities of Scanfil Sweden AB. The maximum liability to Skandinaviska Enskilda
Banken AB is EUR 3.6 million. Scanfil plc has provided a guarantee to Nordea Bank Abp as security for the performance and
payment of obligations under the derivative contracts concluded between Scanfil Electronics GmbH and Nordea Bank Abp.
On behalf of the group companies may be given usual parent company guarantees from time to time as security for the
fulfillment of their customer agreement obligations.
17. Derivative contracts
INTEREST DERIVATIVES, EUR THOUSAND 2022 2021
Interest swap agreements, hedging
Fair value 350 -12
Rated value of underlying asset 12,000 18,000
HEDGE ACCOUNTING, EUR THOUSAND 2022 2021
Forward exchange contracts, hedge accounting
Fair value 671 -76
Rated value of underlying asset 34,941 30,547
Forward exchange contracts, outside of hedge accounting
Other liabilities 123
Rated value of underlying asset 16,023
In 2019, Scanfil plc withdrew a long-term loan which contains an interest swap agreement to hedge the loan as of Dec 28,
2020. The purpose of the hedge is to offer protection against interest rate fluctuations related to the variable-rate loan.
Through hedging, the interest payments of the variable-rate euro-denominated loan are changed to have a fixed rate. Scanfil
pays quarterly a fixed rate of 0.15%, in addition to the rate of the bank. The objective of the hedge is in accordance with the
Group’s risk management principles.
The effectiveness of the hedge can be reliably measured, and the hedge is expected to remain fully effective throughout the
validity of the hedge. The terms are corresponding to each other, regarding the hedged item and the hedging instrument.
Effectiveness is quarterly evaluated and the hedge has remained effective. The impact of the derivative on results is expected
to materialise during the validity of the loan.
The nominal amount of the interest rate swap agreement on December 31, 2022 was EUR 12.0 million, and maturity 27 September
2024. The fair value of the derivative was EUR 350 thousand, including accrued interest. The interest flows of the derivative
occur simultaneously with the interest flows of the loan.
Forward exchange contracts outside hedge accounting consist of a forward exchange contract made for hedging an internal
loan receivable. Changes in fair value are immediately recognised through profit or loss.
ANNUAL REPORT 2022/84
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18. Other rental contracts
EUR THOUSAND 2022 2021
To be paid next accounting period 22 32
To be paid later 12 33
Total 33 65
Rent liabilities do not include VAT.
19. Management’s employment-related benefits
SALARIES AND OTHER SHORTTERM EMPLOYEE BENEFITS,
EUR THOUSAND 2022 2021
Salaries and bonuses of the President
Salaries, wages and fees 420 415
Shares and options 631
Salaries and bonuses of the Board members
Harri Takanen 61 54
Jarkko Takanen 9 35
Bengt Engström 40 34
Juha Räisänen 38 31
Christina Lindstedt 37 34
Christer Härkönen 11
Total salaries of the Board Members 185 199
BOARD OF DIRECTORS’ PROPOSAL FOR THE DISTRIBUTION OF PROFIT
The parent company’s distributable funds total EUR 63,779,792.03, including undistributed profits of EUR 30,011,400.49.
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.21 per share be paid, totalling
EUR 13,620,863.55 for the financial year ending on December 31, 2022.
Signatures to the board of directors’ report and financial statements
Sievi, February 20, 2023
Harri Takanen Bengt Engström
Chairman of the Board Member of the Board
Christina Lindstedt Juha Räisänen
Member of the Board Member of the Board
Petteri Jokitalo
CEO
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ANNUAL REPORT 2022/85
To the Annual General Meeting of Scanfil Plc
REPORT ON THE AUDIT OF
THE FINANCIAL STATEMENTS
Opinion
We have audited the financial statements of Scanfil Plc (business identity code
2422742-9) for the year ended 31 December, 2022. The financial statements comprise
the consolidated balance sheet, income statement, statement of comprehensive
income, statement of changes in equity, statement of cash flows and notes, including
a summary of significant accounting policies, as well as the parent company’s balance
sheet, income statement, statement of cash flows and notes.
In our opinion
•
the consolidated financial statements give a true and fair view of the group’s
financial position, financial performance and cash flows in accordance with
International Financial Reporting Standards (IFRS) as adopted by the EU
•
the financial statements give a true and fair view of the parent company’s financial
performance and financial position in accordance with the laws and regulations
governing the preparation of financial statements in Finland and comply with
statutory requirements.
Our opinion is consistent with the additional report submitted to the Audit Committee
and Board of Directors.
Basis for Opinion
We conducted our audit in accordance with good auditing practice in Finland. Our
responsibilities under good auditing practice are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the parent company and of the group companies in
accordance with the ethical requirements that are applicable in Finland and are
relevant to our audit, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
In our best knowledge and understanding, the non-audit services that we have
provided to the parent company and group companies are in compliance with laws
and regulations applicable in Finland regarding these services, and we have not
provided any prohibited non-audit services referred to in Article 5(1) of regulation
(EU) 537/2014. The non-audit services that we have provided have been disclosed
in note 1.5 to the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Materiality
The scope of our audit was influenced by our application of materiality. The materiality
is determined based on our professional judgement and is used to determine
the nature, timing and extent of our audit procedures and to evaluate the effect
of identified misstatements on the financial statements as a whole. The level of
materiality we set is based on our assessment of the magnitude of misstatements
that, individually or in aggregate, could reasonably be expected to have influence on
the economic decisions of the users of the financial statements. We have also taken
into account misstatements and/or possible misstatements that in our opinion are
material for qualitative reasons for the users of the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These
matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters. The significant risks of material misstatement referred to in the
EU Regulation No 537/2014 point (c) of Article 10(2) are included in the description
of key audit matters below.
We have also addressed the risk of management override of internal controls. This
includes consideration of whether there was evidence of management bias that
represented a risk of material misstatement due to fraud.
AUDITOR’S REPORT
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THE KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN THE AUDIT
Valuation of goodwill and acquisition-related customer
relationships (Refer to Accounting principles for consolidated
financial statements and note 3.1. and 3.2.)
Valuation of inventories (Refer to Accounting principles for
consolidated financial statements and note 2.2.)
Revenue recognition (Refer to Accounting principles for
consolidated financial statements and note 1.1.)
Goodwill and acquisition-related customer relationships amounted to EUR 13 million.
Goodwill is not amortized, instead it is tested for impairment at least on an annual
basis. Impairment tests are based on future cash flow forecasts and determining
the underlying key assumptions require management judgment.
Scanfil’s acquisition-related long-term customer relationships have finite useful
lives that are estimated by management through the application of judgement.
Due to the high level of judgment related to the forecasts used in goodwill impairment
tests and the significant carrying amounts involved, impairment of goodwill and
acquisition-related customer relationships are considered key judgmental areas
that our audit is focused on.
We assessed the key assumptions used in the calculations, such as growth of
turnover, profitability and discount rate, with relation to the original forecast presented
to the Board of Directors, external references and our own views.
We involved KPMG valuation specialists when assessing the technical accuracy
of the calculations and comparing the assumptions used with external market
and industry data.
In respect of acquisition-related customer relationships, we evaluated the
recoverability of these assets by inspecting the associated calculations and
underlying assumptions.
In addition, we considered the appropriateness of the Group’s disclosures in respect
of goodwill, acquisition-related customer relationships and impairment testing.
Inventory management, stocktaking routines and determination of cost are the
key elements of inventory valuation. The Group’s carrying values of inventories
amounted to EUR 229 million representing 44 percent of the consolidated total
assets as at December 31, 2022.
Inventory valuation involves the exercise of judgement by management in respect
of determination of cost and any impaired inventories.
Due to management judgments and the significant carrying amount involved,
valuation of inventories is considered a key audit matter.
We assessed the appropriateness of the inventory valuation principles applied.
Our audit procedures comprised testing of controls over inventory management
and the accuracy of inventory amounts. We also performed substantive procedures
to evaluate the accuracy of inventory valuation.
We followed the execution of certain stocktaking routines in order to assess the
effectiveness of the process.
The number of sales transactions processed in the IT systems is significant and
pricing responsibilities for products and services are decentralized.
Due to the nature of the industry, the effectiveness of the internal controls over the
IT systems and pricing are critical in respect of the accuracy of revenue recognition.
Revenue is recognized when Scanfil has satisfied performance obligations in the
contract either at a point in time or over the time for services. As the revenue of the
group consists mainly of the sale of products the revenue is recognized at a point
in time when the control is transferred to a customer in accordance with the terms
and conditions of the agreement.
Application of consistent revenue recognition principles is considered a key audit
matter.
We assessed the appropriateness of the revenue recognition principles applied.
As part of our audit procedures we tested internal controls over registration of sales
transactions, recording related revenues and approval of changes.
Our substantive procedures included testing of recognition of relevant transactions
in the appropriate period, comparing invoice details to the received payments and
assessing the appropriateness of the bad debt provision recognized.
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Responsibilities of the Board of Directors and the
Managing Director for the Financial Statements
The Board of Directors and the Managing Director are responsible for the preparation
of consolidated financial statements that give a true and fair view in accordance
with International Financial Reporting Standards (IFRS) as adopted by the EU, and
of financial statements that give a true and fair view in accordance with the laws and
regulations governing the preparation of financial statements in Finland and comply
with statutory requirements. The Board of Directors and the Managing Director are
also responsible for such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Board of Directors and the Managing
Director are responsible for assessing the parent company’s and the group’s
ability to continue as a going concern, disclosing, as applicable, matters relating
to going concern and using the going concern basis of accounting. The financial
statements are prepared using the going concern basis of accounting unless there
is an intention to liquidate the parent company or the group or cease operations, or
there is no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with good auditing practice 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 the financial
statements.
As part of an audit in accordance with good auditing practice, we exercise
professional judgment and maintain professional skepticism throughout the audit.
We also:
•
Identify and assess the risks of material misstatement of the 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 parent company’s
or the group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of the Board of Directors’ and the Managing
Director’s use of the going concern basis of accounting and based on the audit
evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the parent company’s or 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 auditor’s report to the related
disclosures in the 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 auditor’s report. However, future events or conditions may
cause the parent company or the group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial
statements, including the disclosures, and whether the financial statements
represent the underlying transactions and events so that the financial statements
give a true and fair view.
•
Obtain sufficient appropriate audit evidence regarding the financial information
of the entities or business activities within the group to express an opinion on
the consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible
for our audit opinion.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence, and
communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the financial statements
of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
Other Reporting Requirements
Information on our audit engagement
We have acted as auditors appointed by the Annual General Meeting as of January 1,
2012, at which point the parent company was established as a result of a demerger
of Sievi Capital Plc. Since 1999 we have acted as auditors in Sievi Capital Plc, which
became a public interest entity as a result of a listing in 2000.
Other Information
The Board of Directors and the Managing Director are responsible for the other
information. The other information comprises the report of the Board of Directors
and the information included in the Annual Report, but does not include the financial
statements and our auditor’s report thereon. We have obtained the report of the
Board of Directors prior to the date of this auditor’s report, and the Annual Report
is expected to be made available to us after that date. Our opinion on the financial
statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read
the other information identified above and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. With respect
to the report of the Board of Directors, our responsibility also includes considering
whether the report of the Board of Directors has been prepared in accordance with
the applicable laws and regulations.
In our opinion, the information in the report of the Board of Directors is consistent
with the information in the financial statements and the report of the Board of
Directors has been prepared in accordance with the applicable laws and regulations.
If, based on the work we have performed on the other information that we obtained
prior to the date of this auditor’s report, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Helsinki February 23, 2023 Kirsi Jantunen
KPMG OY AB Authorised Public Accountant, KHT
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Scanfil plc is a publicly listed company, managed in accordance with the company’s
Articles of Association, the Finnish Companies Act and other legislation relating
to the company. In addition, the Company complies with the Finnish Corporate
Governance Code (2020) published by the Securities Market Association and
entered into force on January 1, 2020.
The Board of Directors has evaluated the independence of its members according
to which the majority of members (Bengt Engström, Christina Lindstedt and Juha
Räisänen) are independent of the company and independent of the significant
shareholders of the company. The majority of the members of the Audit committee
are independent of the company and its significant shareholders. One of the
two members of the Nomination and Compensation Committee is independent
of significant shareholders and the Company (Engström). When the Company
deviates from the Corporate Governance Code with regard to the Nomination
and Compensation Committee (a) the recommendation regarding the minimum
number of Committee members (3 members) (Recommendation 15) and (b) the
recommendation regarding the minimum number of members independent of
the Company (Recommendation 17-18), taking the total number of Company Board
Members (four) into account, the Company’s Board of Directors has estimated
that two members are sufficient to handle the tasks assigned to the Nomination
and Compensation Committee, which reduces the workload per member. If
necessary, other members of the Company’s Board of Directors can be involved in
the Committee’s work. This statement has been reviewed by Scanfil plc’s Board of
Directors. Scanfil plc’s auditing firm has verified that the summary description of
the internal control and risk management associated with the financial reporting
process is consistent with the financial statements.
This Corporate Governance Statement is available on the company website at
scanfil.com under Investors. The Finnish Corporate Governance Code is available
to the public at cgfinland.fi.
Board of Directors
Under the Companies Act, the Board of Directors is responsible for the management
of the company and the proper organization of operations. The members of the Board
of Directors are elected by the Annual General Meeting. According to the Articles of
Association, Scanfil plc’s Board of Directors shall include a minimum of three and
a maximum of seven regular members. The Board of Directors elects a Chairman
from among its members. The Board of Directors is responsible for deciding on
the business strategy, significant matters related to investments, organization and
finance, as well as supervising the company’s management and operations. The
Board of Directors shall also ensure that supervision of the company’s accounts
and asset management is properly organized.
CORPORATE GOVERNANCE STATEMENT
Composition of the Board of Directors
The following Board members were elected by the Annual General Meeting held
on April 21, 2022:
Harri Takanen
Harri Takanen (born 1968), Member of the
Board since April 18, 2013, Professional
Board Member and CEO of Jussi Capital
Oy as of December 14, 2021. Harri Takanen
has worked for Sievi Capital plc as CEO
2007–2011 and as the CEO of Scanfil plc and
Scanfil EMS Ltd. 2012–2013. He has served
Scanfil Group since 1994, e.g. as Director of
operations in China, Scanfil (Hangzhou) Co.,
Ltd’s Managing Director, Technology Director,
Director of Customer Relations, Customer
Service Manager and Plant Manager of Sievi
mechanics. Harri Takanen holds a Master’s degree in Engineering. Not independent
of the company and major shareholders.
Held 9,913,146 shares in Scanfil plc on December 31, 2022
Chair of the Board of Directors: WellO2 Oy
Bengt Engström
Bengt Engström (born 1953), Member of the
Board since August 20, 2015. Bengt Engström
has held a number of executive positions
at several companies, both in Sweden and
globally, for example at Whirlpool, Bofors AB,
Duni AB and Fujitsu. Bengt Engström holds a
Mechanical Engineer’s degree. Independent of
the company and major shareholders.
Held 12,929 shares in Scanfil
plc on December 31, 2022
Chair of the Board of Directors: Nordic
Flanges, QleanAir AB, Qlosr AB, BEngström AB and BEngström Förvaltning AB
Member of the Board of Directors: KTH Executive School,
Real Fastigheter AB and Scandinavian Chemotech AB
Christina Lindstedt
Member of the Board since April 12, 2016.
Senior advisor at QleanAir, CEO in QleanAir,
Aug 2020 - Dec 2022. Christina Lindstedt has
also held a number of executive positions at
AB Electrolux, Sony Ericsson and Sony, both
in Sweden and globally. Primarily she has
served as a Business/Product area head
for businesses such as e.g. smartphones,
washing machines, automatic lawn mowing
and New Business Areas. In addition, she
has been responsible for establishing global
sourcing operations in China. Christina has
also held a number of board positions in listed and non-listed companies. Christina
Lindstedt holds a Master’s Degree of Business Administration and Commercial law.
Independent of the company and major shareholders.
Held 6,000 shares in Scanfil plc on December 31, 2022
Member of the Board of Directors: Xplorebiz AB
Juha Räisänen
Member of the Board since 2020. Born 1958.
Managing Partner at Valuenode GmbH. Juha
Räisänen has held a number of executive
positions globally at ICL-Fujitsu, Nokia,
SanDisk, KONE and Aliaxis. He has been
responsible for sales, manufacturing, supply
chain, sourcing & procurement, quality and
safety. Juha Räisänen holds a Master’s Degree
of Industrial Engineering & Management.
Independent of the company and major
shareholders.
Did not hold any shares in Scanfil plc on December 31, 2022
Member of the Board of Directors: Bluefors Oy and Valuenode GmbH,
Coolbrook Oy (ended in Dec 2022) and LumiDental Ltd. (ended in Dec 2022)
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Jarkko Takanen
Member of the Board of Directors of Scanfil plc until February 21, 2022.
The entities over which the Board members exercise control do not own Scanfil
shares.
The term of office of the Board members expires at the close of the first Annual
General Meeting following the one in which they were elected.
Activity of the Board
Board had 16 meetings in 2022 of which 5 were written resolutions without convening
a meeting. The members’ average attendance rate for meetings was 100%.
The duties and responsibilities of the Board of Directors of Scanfil plc are based on
the Finnish Limited Liability Companies Act, other applicable legislation, the Articles
of Association, good governance recommendations and the Board’s charter. The
Board carries out an annual review of its operations and regular reviews of the work
of the CEO and the Management Team. The Scanfil Board of Directors has confirmed
the charter, which lists the following key duties for the Board:
•
confirming the company’s business strategy and monitoring its implementation
•
confirming the annual key business targets and monitoring Scanfil Group’s
performance
• deciding on strategically significant investments in the Group
• discussing and approving financial statements and interim reports
•
appointing and dismissing the CEO and determining their terms of employment
and remuneration
• deciding on incentive systems for managers and employees
• monitoring the company’s key operational risks and their management
• confirming the company’s values and operating principles.
Diversity Principles for the Board of Directors
Scanfil plc operates in the international contract manufacturing market and its
customers include global companies in various industries. For the Board to be
effective, its members must possess experience from several different industries, be
well versed in international business and have insight into the global trends that affect
the development of the contract manufacturing market. The Nomination Committee
should consider the education and professional and international experience of the
candidates, as well as their individual characteristics, when preparing the proposal
for the Board’s composition. The aim is to form a diverse Board with a sufficient
number of members, who are able to take responsibility for developing the company’s
operations and strategy in its line of business, and who are competent to manage
the duties and responsibilities of the Board. Scanfil plc aims to have a sufficiently
diverse gender and age distribution on the Board of Directors.
The Annual General Meeting held on April 21, 2022, elected four (4) members to the
Board, three of whom are men and one woman. Board members have either technical
or business degree. In addition, the above-mentioned factors and characteristics
relevant to the diversity of the Board were represented in the composition of the
Board in 2022.
Board Committees
The Board of Directors has established two committees: a Nomination and
Compensation Committee and an Audit Committee.
The task of the Nomination and Remuneration Committee is to prepare matters
related to the appointment and remuneration of the members of the Board of
Directors and, when necessary, find suitable members for it. The Committee has
three members: Harri Takanen (chair) and Bengt Engström. The committee convened
nine times in 2022. The attendance rate of its members was 100%.
The Audit Committee is responsible for monitoring the financial reporting process and
the reporting of financial statements and interim reports, as well as monitoring the
functionality of internal control and risk management in the company. It also evaluates
the appropriateness of auditing and prepares the proposal for the appointment of
an auditor. The committee has three members: Juha Räisänen (chair), Christina
Lindstedt and Harri Takanen. Jarkko Takanen acted as the chair until his resignation
on February 21, 2022. The committee convened four times in 2022. The attendance
rate of its members was 100%.
CEO
The Board of Directors decides on the appointment and dismissal of the CEO and
the terms and conditions of his employment.
The CEO is covered by the performance and profit bonus systems decided upon
separately by the Board of Directors. Petteri Jokitalo has been the CEO of the
company since April 1, 2013.
Petteri Jokitalo, CEO
Earlier Petteri Jokitalo has worked in Scanfil
EMS Oy as Director of Sales and Marketing
2012–2013, in Meka Pro Oy as Managing
Director during 2007–2011, in Scanfil Oyj in
management tasks of sales and business
development during 2003–2007 and in
international tasks in Nokia Networks during
1998–2003. Petteri Jokitalo holds a Master’s
degree in Engineering.
December 31,2022, Petteri Jokitalo held
312,000 shares in Scanfil plc and he has
the following option rights: option program 2019(A) for 110,000 shares, 2019(B)
for 120,000 shares, 2019(C) for 120,000 shares and 2022(AI) for 120,000 shares.
Member of the Board of Directors: MSK Group Oy (as of April 2022)
The CEO’s duties are determined in accordance with the Companies Act. The
CEO is in charge of the company’s operative management in accordance with
the guidelines and orders given by the Board of Directors. The CEO shall ensure
that the company’s accounting practices comply with legislation and that asset
management is organized in a reliable manner. The CEO is the chairman of the
company’s Management Team.
The CEO has a separate service contract that is valid until further notice with a mutual
notice period of six months. Should the company terminate the service contract made
with the CEO, an amount equivalent to the monetary salary of 12 months will be paid
to the CEO as a severance package in accordance with the terms and conditions
of his service contract. The CEO’s retirement age is the statutory retirement age.
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Other management
The principal duty of the Management Team is to assist the CEO in the company’s
operative management. The Team’s other duties include matters relating to long-
term planning, the planning and monitoring of investments and the allocation of
resources to key operations.
Riku Hynninen, Chief Develoment Officer
Riku Hynninen (b. 1972) was responsible
for continuous performance development,
including people and technology. Riku
Hynninen was previously working at Nokia
Corporation (1995–2018), in charge of
developing the production technology for
mobile network business, creating new product
delivery capability, and product portfolio
lifecycle management (2014–2018). Previously,
he has been responsible among others the
technical functions of the Nokia Suzhou
factory and the creation and management of
the delivery capability of several different mobile network product families in Italy
and Finland. He holds a Master’s degree in Engineering.
He holds (31 Dec 2022) 26,150 shares in Scanfil plc.
Markku Kosunen, Chief
Procurement Officer
Markku Kosunen (b. 1967) was responsible for
Global Sourcing and Supply Chain, including
inventory management. Before joining Scanfil
Group he worked at Mecanova Oy as Vice
President of Business Development 2005–
2007, Director of Operations during 2008–
2010 and in different management positions
at mechanics plants of Flextronics and Ojala-
yhtymä in Finland during 1993–2005. He is an
undergraduate of technology.
He holds (31 Dec. 2022) 57,763 shares in Scanfil plc.
Timo Sonninen, Chief Operating Officer
Timo Sonninen (b. 1966) was responsible for
factory operations. He has has previously
worked for Efore Oyj as Vice President,
Operations, in Suzhou, China 2006–2013.
Prior to that he has worked at Incap Oyj
among others as Director of Operations,
Business Director of Electronics Production
and Plant Director of Vuokatti Plant. He holds
a Bachelor’s degree of Science.
He holds (31 Dec. 2022) 153,500
shares in Scanfil plc.
Kai Valo, Chief Financial Officer
Kai Valo (b. 1965) was responsible for finance,
accounting and risk management. Group’s
Chief Financial Officer. During 2015–2016 Kai
was the CFO for Norpe Group. Prior to that
he was in Lite-On Mobile Group Director of
Finance and Control in Beijing, China 2009–
2015. Before that (during 1999–2008) he
had several finance related management
positions in Perlos. He hold Master’s degree
in Economics.
He holds (31 Dec. 2022) 20,000 shares in
Scanfil plc.
Christina Wiklund, Chief Commercial
Officer (as of January 17, 2022)
Christina Wiklund (b. 1971) is responsible
for sales and marketing activities and
customer relations as of January 17, 2022.
Christina Wiklund comes from GE Additive,
where she held the Vice President/Head of
Sales EMEA position. Prior to that she has
worked at Flex as Vice President of sales
and account management. Before that she
worked at Solectron and Ericsson in business
development and account management roles.
She holds a Bachelor’s degree of Social Science.
She holds (31 Dec. 2022) 2,000 shares in Scanfil plc.
DESCRIPTIONS OF INTERNAL CONTROL PROCEDURES AND
THE MAIN FEATURES OF RISK MANAGEMENT SYSTEMS
RELATED TO THE FINANCIAL REPORTING PROCESS
Risk Management
The Board of Directors of Scanfil plc is responsible for ensuring the appropriate
organization of the Group’s risk management and internal control and audit. Risk
management is based on a risk management policy approved by the Board, aimed at
managing risks in a comprehensive and proactive manner. The assessment of risks
is part of the annual strategy and business planning process. There is no separate
risk management organisation; risk management is incorporated into the business
processes and the management system and it is coordinated by the Group’s CFO.
Risk management aims to observe and analyse factors that might have a negative
impact on the achievement of the company’s goals and to take measures to mitigate
or completely eliminate the risks. The operative units report on business risks in
accordance with the management and reporting system.
Internal Control
Scanfil plc’s internal control is a continuous process used to ensure profitable and
uninterrupted operation. The control function aims to minimize risks by ensuring
the reliability of reporting and compliance with laws and regulations.
Internal control is based on the Group’s shared values, ethical guidelines and
industry legislation, from which the operating principles and guidelines are derived.
The guidelines cover procedures for core operations. Group and unit management
hold the responsibility for the company’s internal control system. Internal control
forms an active part of the company’s management and administration. The Group’s
operational management holds the responsibility for developing the harmonized
business processes included in the control system. The Group’s financial
administration coordinates the financial management of the Group.
The controls included in Scanfil’s operating processes form the basis of the
company’s financial control. They enable the company to swiftly identify and react
to any deviations. The management’s monthly reporting is a fundamental part of
financial control. It includes producing a rolling forecast, the result of business
operations carried out and an analysis of the differences between the forecast
and the actual result. The indicators monitored in monthly reporting have been set
so as to support the achievement of shared Group-level and unit-specific targets,
and to identify issues that require control measures. An auditing firm supports the
performance of financial control.
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ANNUAL REPORT 2022/91
DESCRIPTION OF THE INTERNAL CONTROL AT SCANFIL PLC
SCANFIL PLC GROUPS STRUCTURE IN
Scanfil Oyj
Sievi, Finland | The ultimate group parent company, listed in NASDAQ Helsinki
Scanfil EMS Oy
Sievi, Finland
Scanfil Holding Germany GmbH
Wutha-Farnroda, Germany
Scanfil Sweden Ab
Malmö, Sweden
Scanfil
(Suzhou) Co., Ltd
Suzhou, China
Scanfil
Electronics GmbH
Wulha-Farnroda, Germany
Scanfil Business
Services Kft
Biatorbágy, Hungary
Scanfil GmbH
Schenefeld, Germany
Scanfil OÜ
Pärnu, Estonia
Scanfil
Sieradz Sp. z o.o.
Sieradz, Poland (Branch)
Scanfil Inc.
Duluth, Atlanta,
The USA
Scanfil
Malmö AB
Malmö, Sweden
Scanfil
Myslowice Sp. z o.o.
Myslowice, Poland
Scanfil
Åtvidaberg AB
Åtvidberg, Sweden
Owns 100%
Owns 100%
Owns 100%Owns 100%
VALUES, ETHICAL GUIDELINES, INDUSTRY LEGISLATION
Business processes
ERP system
Strategy
Corporate governance
Strategy process
Management systems
Management reporting systems
GROUP MANAGEMENT
SUPPORT FUNCTIONS
BOARD LEVEL
OPERATIONAL LEVEL
The interpretation and application of accounting standards are carried out centrally by
the Group’s financial administration. These standards form the basis for the Group’s
shared recognition principles and reporting and accounting standards. In order to
ensure reliable financial reporting, core functions are conducted using a globally
harmonized ERP system and shared reporting tools. The use of standardized tools
enables continuous control and successful change management.
Internal Audit
The company uses internal auditing that, in co-operation with other Group functions,
handles internal auditing duties and makes regular reports to the CEO and the Board.
Changes in Group’s structure in 2022
Scanfil plc did not have any changes in the group structure in 2022.
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ANNUAL REPORT 2022/92
OTHER INFORMATION TO BE PROVIDED IN THE STATEMENT
Company insiders and insider administration
In its operations, the company complies with regulation EU No. 596/2014 on market
abuse (MAR) and the Finnish Securities Markets Act, as well as related regulations
and guidelines issued by the European Securities and Markets Authority (ESMA),
the Finnish Financial Supervisory Authority and Nasdaq Helsinki.
The company’s Board of Directors has confirmed the company’s insider guidelines
based on Nasdaq Helsinki’s guidelines for insiders. The insider guidelines define
certain practices and decision-making procedures to ensure that the company’s
insider administration is organized consistently and reliably.
The company divides insiders into two categories: a) managers with a reporting
obligation; and b) project-specific insiders. Managers with a reporting obligation
include members of the Board of Directors, the CEO and members of the group’s
Management Team. Managers with a reporting obligation cannot trade in the
company’s financial instruments during a period before the publication of the
company’s interim reports and financial statements releases, starting 30 days
before the publication of the interim reports and financial statements releases
(“closed window”). Project-specific insiders cannot trade in the company’s financial
instruments before the project in question has ended.
In addition, the company has decided that persons who are party to the preparation
and drawing up of the company’s interim reports and financial statements releases
cannot trade in the company’s financial instruments during a period before the
publication of the company’s interim reports and financial statements releases,
starting 30 days before the publication of the interim reports and financial statements
releases (“expanded closed window”). The expanded closed window also applies
to persons who, as a result of their work-related tasks, have access to the group’s
sales figures or to sales figures of a business unit that is significant for the total
results of Scanfil Group as a whole.
As a result of the entry into force of MAR, the company no longer has any public
insiders. From July 3, 2016, the company will publish, in a stock exchange release,
all transactions with company shares carried out by managers (“PDMR”, person
discharging managerial responsibilities) with a reporting obligation and their related
parties in the company’s financial instruments in accordance with MAR.
Related party transactions
Principles of monitoring and assessing Scanfil plc’s related party transactions
The principles of Scanfil plc’s related party transactions define the principles and
processes by which the company identifies its related parties and monitors related
party transactions, assesses the nature and terms of business transactions, and
ensures that any conflicts of interest are addressed appropriately in the company’s
decision-making processes. The Board of Directors monitors and assesses related
party transactions continuously and regularly.
The company’s related parties
The company’s related parties cover individuals and entities close to the Group’s
companies as defined in the International Financial Reporting Standards (IFRS),
approved in accordance with the IAS Regulation referred to in Chapter 1, Section 4
d of the Finnish Accounting Act.
The company’s related parties include its subsidiaries and the company’s key
management employees, consisting of the Board of Directors, the CEO and the
Group’s Management Team, as well as their family members. Related parties also
include companies in which the aforementioned individuals hold control.
List of related parties
The company maintains a list of individuals and entities regarded as its related parties
to identify related party transactions. The company ensures that the company’s
management is provided with sufficient related party guidelines.
The company’s internal related parties are identified by maintaining and updating
the list of related parties. Each individual and entity identified as a related party
is entered in the list of related parties, including details of their connection to the
company as a related party, such as shareholdings in other entities. Each related
party is required to report or otherwise bring, on their own initiative, potential conflicts
of interests to the attention of the executive management.
Identifying related party transactions
Related party transactions are identified, and a register of agreed activities is
maintained. The following procedures apply to the identification of related party
transactions:
• The company maintains a list of entities regarded as related parties.
• The person who approves related party transactions on the company’s behalf
verifies that assessments and decision-making processes regarding related
party transactions are in compliance with defined criteria.
•
If it becomes apparent in connection with the preparation of a related party
transaction that the related party transaction is not related to the company’s
ordinary course of business or it is not carried out on arm’s-length terms, the
preparation of the transaction is handled by the Group Administration.
•
In addition to the identification procedures followed by the company, individuals
and entities regarded as related parties must ensure that related party transactions
are entered in the register of related party transactions and carried out following
the appropriate decision-making process.
Monitoring related party transactions
The company monitors and assesses how agreements and other legal transactions
between the company and its related parties comply with the requirements set
for the ordinary activities and for arms-length terms. Information on related party
transactions will be requested regularly from related parties, at least in conjunction
with regular reporting.
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ANNUAL REPORT 2022/93
Assessing related party transactions and decision making
The company’s main criterion for related party transactions is that it is sufficiently
ensured that related party transactions comply with market terms and are favorable
for the company’s business operations.
When preparing decisions on related party transactions, it must be considered that (a)
decisions are based on particularly careful preparations and appropriate clarifications
and assessments; (b) preparations, decision-making and the assessment and
approval of individual transactions are arranged considering provisions of conflicts
of interests regulations and the appropriate decision-making body; and/or (c) the
identification, reporting and control related to transactions have been arranged
appropriately, for example, so that the company’s related party transactions are
monitored in accordance with the reporting practices followed by the company.
Related party transactions are assessed according to the categories to which each
transaction belongs. These include:
ORDINARY RELATED PARTY TRANSACTIONS
As a rule, ordinary related party transactions must be part of the company’s regular
business operations, and they must be carried out following arms-length terms.
Related party transactions are entered in the register of related party transactions
so that the company can report its related party transactions as required in IFRS.
The ordinality and arm’s-length terms of the transaction shall be assessed and
documented for such ordinary related party transactions that are not performed on
standard terms or at a standard pricing, or for transactions with value exceeding
EUR 5,000. Ordinary commercial terms may vary in different situations.
The ordinary nature of related party transactions in relation to Scanfil Group’s
business operations are assessed on the basis of the company’s purpose, and the
industry and other provisions listed in the company’s Articles of Association, and
the company’s actual operations.
Related party transactions that are associated with the company’s standard
agreements or agreements provided generally for customers within the framework
of standard pricing, and related party transactions that have a value of less than EUR
5,000 can be approved following the one-over-one principle. Other ordinary related
party transactions must be approved by the CEO unless they are significant related
party transactions, or unusual or far-reaching considering the scope and quality of
the activities. However, any events involving the CEO’s related parties must always
be approved by the chairman of the company’s Board of Directors.
SIGNIFICANT RELATED PARTY TRANSACTIONS
Related party transactions that are not part of the company’s ordinary business
operations or that are not carried out in accordance with arms-length terms are
regarded as significant related party transactions.
The company’s Board of Directors decides on significant related party transactions,
including agreements or other legal transactions that the company is engaged in
with related parties, are not part of the company’s ordinary business operations,
and do not follow arms-length terms.
Members of the Board of Directors or the company’s shareholders cannot participate
in the approval of a decision or voting regarding a decision if they or their related
parties are party to significant related party transactions.
Reporting related party transactions
When preparing and carrying out related party transactions, the company complies
with specific reporting and disclosure obligations regarding related party transactions.
Auditors
The Annual General Meeting held on April 21, 2022 selected the auditing firm KPMG
Oy Ab to be the company’s auditor, and they named Authorized Public Accountant
Kirsi Jantunen as the main auditor. The audit fees for the Finnish companies of
the Group for the 2022 accounting year were EUR 97,218 in total, and the parent
company’s share was EUR 67,218. The audit fees for the foreign companies of the
Group were EUR 283,406 in total. For services unrelated to auditing, the auditing
company was paid EUR 64,522.
ANNUAL REPORT 2022/94
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1. Introduction
Scanfil plc’s Annual General Meeting held on April 23, 2020 discussed the remuneration policy regarding the company’s
administrative bodies. The objective of the discussed remuneration policy is to promote the long-term financial performance
of the company and development of the shareholder value through the remuneration of the company’s top management by
having the management committed to and motivated in implementing the company’s strategy in line with the interests of all
shareholders of the company. The remuneration policy also aims to provide the CEO with a total remuneration package that
motivates and commits the CEO to the implementation of the company’s long-term strategy and its financial profitability are
concerned.
According to the policy, remuneration of the Board of Directors can consist of one or several elements, such as annual fees
and meeting fees. The fees can be paid in cash, or partly in cash and partly in the company’s shares. Board members are not
covered by the company’s incentive reward schemes. In 2022, the Board’s monthly fees, committee membership fees and
meeting fees were paid in cash.
The remuneration of the CEO consists of a fixed base salary and variable incentives, i.e., performance-based bonuses. The
variable incentive schemes include the annual incentive scheme and the stock option incentive scheme. The variable annual
incentive scheme cannot exceed 100 per cent of the fixed base salary.
Details about the Remuneration policy can be found online.
Element Target group Target Description
Salary CEO (and other
senior management)
Attract, keep and
reward skilled
managers
Number of factors are taken
into account in determining the
basic salary, e.g. market situation,
individual qualities, skill and
experience. The basic salary is
typically reviewed annually.
Fixed remuneration The Board of
Directors
Attract, keep and
reward skilled
Board members
The remuneration of the Board
of Directors is proposed by the
Nomination and Remuneration
Committee to the General
Meeting to decide.
Annual incentive
scheme (short-term)
CEO (and other
senior management)
Encourage, guide
and reward from
achieving short-
term financial,
operational and
strategic targets
The short-term annual incentive
plan is primarily based on one-
year earnings criteria, which are
further based on longer-term
indicators, typically three years
of target settings. Structure
discussed more in details in section
“Remuneration of the CEO in 2022”.
Stock option
incentive scheme
(long-term)
CEO (and other
senior management)
Link management
and their rewarding
to Company’s
shareholders.
The General Meeting decides
on share-based compensation
programs and authorizes the Board
of Directors to decide on the details
and practical implementation of
the compensation programs. More
details in section “Remuneration
of the CEO in 2022”.
KEY ELEMENTS OF REMUNERATION
REMUNERATION REPORT FOR THE
GOVERNING BODIES
ANNUAL REPORT 2022/95
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Scanfil’s financial and remuneration development over the last five years
Company turnover has increased steadily over the last five years, both organically and through corporate acquisitions. The
turnover increased significantly in 2022 and it was the highest in the company’s history. Profit margin was slightly down due
to the challenges in the supply chain, especially semiconductors.
*No adjustments in the financial reporting period
Scanfil aims at 5%-7% organic annual turnover growth and 7% operating profit margin. In 2022, turnover target was clearly
achived whereas the company fell behind in the profit margin target.
Throughout the period under review, the remuneration of the Board has consisted of the monthly fees and committee membership
fees decided by the General Meeting.
2018 2019 2020 2021 2022
Turnover, EUR million 563.0 579.4 595.3 695.7 843.8
Annual turnover growth, % 6.3 2.9 2.7 16.9 21.3
Adjusted operating profit, EUR million 37.8* 39.4 39.1 40.3 45.4*
Adjusted operating profit, % 6.7* 6.8 6.6 5.8 5.4*
Share price change, VWAP, % 13.3 -6.8 21.9 50.1 -13.4
EUR THOUSAND 2018 2019 2020 2021 2022
Harri Takanen 47.4 49.3 51.0 54.1 61 .5
Jarkko Takanen (until 2 February 2022) 28.8 30.2 31.7 34.9 9.0
Bengt Engström 26.3 27.5 29.5 33.8 40 .0
Christina Lindstedt 27.3 28.6 30.1 33.8 36.8
Juha Räisänen (as of 23 April 2020) - - 17.4 33.8 37.8
Christer Härkönen (until 22 April 2021) 24.7 25.9 27.9 11.4 -
Salaries and fees of the Board of Directors, in total 154.5 161.5 187.6 198.7 185.0
FINANCIAL AND REMUNERATION DEVELOPMENT,
FEES OF THE BOARD OF DIRECTORS
The remuneration of the CEO has consisted of a fixed base salary with fringe benefits and variable incentives. The variable
incentives have included the short-term performance bonus and long-term stock option schemes, with their terms and conditions
determined by the Board.
EUR THOUSAND 2018 2019 2020 2021 2022
Salary 254.7 269.5 289.7 295.3 304.0
Fringe benefits 13.4 13.6 12.3 14.2 14.8
Performance bonus 168.0 258.0 85.0 105.6 101.4
In shares and payable stock options 35.0 71.2 132.2 631.3 -
In total 471.1 612.3 519.2 1,046.4 420.1
SALARIES AND FEES OF THE CEO
The development of employees’ remuneration is based on the salaries and wages paid to the personnel less the employer’s
social security contributions divided by the average number of employees during the year.
EUR THOUSAND 2018 2019 2020 2021 2022
In total 19.6 20.8 22.6 23.1 24.0
PAID SALARIES AND WAGES/AVERAGE NUMBER OF EMPLOYEES
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2. Remuneration of the Board of Directors in 2022
The remuneration of the Board members is decided by the General Meeting of Scanfil plc.
On April 21, 2022 the Annual General Meeting decided that:
• Members of the Board are paid EUR 2,800/month
• The Chairman of the Board is paid EUR 4,500/month.
Additionally, members of the Committee received a compensation of EUR 650/meeting and the Chair of the Audit Committee
EUR 300/month. In addition, a fee of EUR 300 per face-to-face meeting held outside of the Board Members country of
residence was paid.
The travel expenses of Board members were compensated in accordance with the company’s travel policy. No other benefits
were paid to the members of the Board on the basis of this position.
During the financial year of 2022, members of Scanfil plc’s Board of Directors did not receive any company’s shares or share-
based benefits as remuneration.
EUR THOUSAND Meeting fee Committee fee Fees in total
Harri Takanen 53,200 8,250 61,450
Jarkko Takanen (until 2 February 2022) 7,150 1,800 8,950
Bengt Engström 34,267 5,750 40,017
Christina Lindstedt 34,267 2,500 36,767
Juha Räisänen 34,267 3,500 37,767
In total 163,150 21,800 184,950
MEETING AND COMMITTEE FEES PAID TO THE BOARD OF DIRECTORS IN
3. Remuneration of the CEO in 2022
The CEO has a service contract that is valid until further notice with a mutual notice period of six months. Should the company
terminate the service contract made with the CEO, an amount equivalent to the monetary salary of 12 months will be paid to
the CEO as a severance package in accordance with the terms and conditions of his service contract.
The retirement age of the CEO is the statutory retirement age.
In addition, the CEO was paid a performance bonus of EUR 160,484 regarding the year 2022 in 2023.
EUR Fixed Variable
Salary 304,013 -
Fringe benefits 14,760 -
Performance bonus from the year 2021 - 101,352
Stock option scheme - -
In total 318,773 101,352
Salaries and fees in total 420,125
SALARIES AND FEES OF THE CEO
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Performance bonus
The CEO is included in the scope of the management’s performance bonus scheme based on the Group’s operating profit and
turnover. The operating profit determines 80% and turnover 20% of the bonus payable to the CEO. The final performance bonus
is determined on the basis of the actual operating profit and turnover in euro compared with the targets set in the previous
three years, each representing one-third of determining the bonus. The Board of Directors decides on the management
remuneration scheme and its terms and conditions for the next three years.
The annual bonus cannot exceed the amount corresponding to 12 months’ salary. The CEO is also included in the scope of
the company’s share-based incentive scheme.
The CEO does not have other benefits.
Stock option scheme
On April 24, 2019, the Scanfil plc General Meeting authorized the Board of Directors to decide on granting stock option rights
to certain key personnel of the company and its subsidiaries and to decide on the terms and conditions of the option scheme.
The total number of stock option rights may not exceed 900,000, and they entitle one to the subscription of a maximum of
900,000 new shares or treasury shares of the company (“Stock Option scheme 2019”).
On 21 April 2022, the Annual General Meeting of Scanfil plc decided to authorize the Board of Directors to decide on granting
stock options rights to key personnel of the Scanfil Group and to decide on the terms and conditions of the maximum amount
of 1,200,000 option rights (“Stock Option scheme 2022”).
OPTIONS HELD BY THE
CEO 2019(A) 2019(B) 2019(C) 2022(AI)
Number of options 110,000 120,000 120,000 120,000
Subscription period
1 May 2022 -
30 April 2024
1 May 2023 -
30 April 2025
1 May 2024 -
30 April 2026
1 May 2025 -
30 April 2027
Fair value, in total, EUR 118,800 214,800 199,200 196,800
More details on stock option schemes can be found here.
ANNUAL REPORT 2022/98
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INDEPENDENT AUDITOR’S REASONABLE
ASSURANCE REPORT ON SCANFIL PLC’S ESEF
FINANCIAL STATEMENTS
To the Board of Directors of Scanfil Plc
We have undertaken a reasonable assurance engagement in respect of whether the
consolidated financial statements for the year ended 31 December 2022 included
in the digital financial statements 7437004XD6U0FFDCT507-2022-12-31-en.zip
of Scanfil Plc (Business ID 2422742-9) have been marked up with iXBRL markups
in accordance with the requirements of Article 4 of EU Delegated Regulation
2018/815 (ESEF RTS).
The Responsibility of the Board of Directors and Managing Director
The Board of Directors and Managing Director are responsible for preparing the
report of the Board of Directors and financial statements (ESEF financial state-
ments) that comply with the requirements of ESEF RTS. This responsibility includes:
• preparation of ESEF financial statements in XHTML format in accordance with
Article 3 of the ESEF RTS
• marking up the primary statements and the notes to the consolidated financial
statements, and the company identification data included in the ESEF financial
statements with iXBRL tags in accordance with Article 4 of the ESEF RTS; and
•
ensuring consistency between ESEF financial statements and audited finan-
cial statements.
The Board of Directors and the Managing Director are also responsible for such
internal control as they deem necessary to prepare the ESEF financial statements
in accordance with the requirements of the ESEF RTS.
Auditor’s Independence and Quality Management
We are independent of the company in accordance with the ethical requirements
applicable in Finland, which apply to the engagement we have performed, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
The auditor applies International Standard on Quality Management ISQM 1, which
requires the firm to design, implement and operate a system of quality manage-
ment including policies or procedures regarding compliance with ethical require-
ments, professional standards and applicable legal and regulations requirements.
Auditor’s Responsibility
In accordance with the Engagement Letter our responsibility is to express an opinion
on whether the marking up of the consolidated financial statements included in the
ESEF financial statements comply in all material respects with the Article 4 of the
ESEF RTS. We conducted our reasonable assurance engagement in accordance
with International Standard on Assurance Engagements 3000.
The engagement involves procedures to obtain evidence whether;
•
the primary statements of the consolidated financial statements included in the
ESEF financial statements are, in all material respects, marked up with iXBRL
tags in accordance with Article 4 of the ESEF RTS, and;
• whether the notes to the consolidated financial statements and the company
identification data included in the ESEF financial statements data, have been
marked up, in all material respects, with iXBRL tags in accordance with Article
4 of the ESEF RTS; and
•
whether the ESEF financial statements and the audited financial statements are
consistent with each other.
The nature, timing and the extent of procedures selected depend on practitioner’s
judgement. This includes the assessment of the risks of material departures from
the requirements set out in the ESEF RTS, whether due to fraud or error.
We believe that the evidence we have obtained is sufficient and appropriate to pro-
vide a basis for our opinion.
Opinion
In our opinion, the primary statements of the consolidated financial statements,
the notes to the consolidated financial statements and the company identifica-
tion data included in the ESEF financial statements of Scanfil Plc identified as
7437004XD6U0FFDCT507-2022-12-31-en.zip for the year ended 31 December
2022 are, in all material respects, marked up in compliance with the ESEF Regu-
latory Technical Standard.
Our audit opinion on the audit of the consolidated financial statements of Scanfil
Plc for the year ended 31 December 2022 is set out in our Auditor’s Report dated
23 February 2023. In this report, we do not express any audit opinion or other assur-
ance conclusion on the consolidated financial statements.
Helsinki 28 March, 2023 Kirsi Jantunen
KPMG OY AB Authorised Public Accountant, KHT
ESEF ASSURANCE REPORT
Scanfil plc
FINLAND
Tel. +358 8 48 82 111
scanfil.com