Annual Report • Dec 31, 2017
Annual Report
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Integrated report and financial statements 2017
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Mondi's Integrated report and financial statements 2017 is our primary report to shareholders. The scope of this report covers the Group's main business and operations, and provides an overview of the performance of the Group for the year ended
31 December 2017. All significant items are reported on a like-for-like basis. Our integrated report is prepared in accordance with the requirements of both the Listings Requirements of the JSE Limited and the Disclosure Guidance and Transparency and Listing Rules of the United Kingdom Listing Authority. We also prepare a detailed Sustainable development report, in accordance with the GRI G4 core requirements and externally assured, which is available at www.mondigroup.com/sd17.
The Group presents certain measures of financial performance, position or cash flows in this report that are not defined or specified according to International Financial Reporting Standards (IFRS). These measures, referred to as Alternative Performance Measures (APMs), are defined in note 33 and where relevant reconciled to IFRS in the notes to the combined and consolidated financial statements, and are prepared on a consistent basis for all periods presented.
Mondi's Integrated report and financial statements 2017 aims to provide a fair, balanced and understandable assessment of our business model, strategy, performance and prospects in relation to material financial, economic, social, environmental and governance issues.
The material focus areas were determined considering the following:
Employees 26,300
This document includes forward-looking statements. All statements other than statements of historical facts included herein, including, without limitation, those regarding Mondi's financial position, business strategy, market growth and developments, expectations of growth and profitability and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as 'believe', 'expects', 'may', 'will', 'could', 'should', 'shall', 'risk', 'intends', 'estimates', 'aims', 'plans', 'predicts', 'continues', 'assumes', 'positioned' or 'anticipates' or the negative thereof, other variations thereon or comparable terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Mondi, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements and other statements contained in this document regarding matters that are not historical facts involve predictions and are based on numerous assumptions regarding Mondi's present and future business strategies and the environment in which Mondi will operate in the future. These forward-looking statements speak only as of the date on which they are made.
No assurance can be given that such future results will be achieved; various factors could cause actual future results, performance or events to differ materially from those described in these statements. Such factors include in particular but without any limitation: (1) operating factors, such as continued success of manufacturing activities and the achievement of efficiencies therein, continued success of product development plans and targets, changes in the degree of protection created by Mondi's patents and other intellectual property rights and the availability of capital on acceptable terms; (2) industry conditions, such as strength of product demand, intensity of competition, prevailing and future global market prices for Mondi's products and raw materials and the pricing pressures thereto, financial condition of the customers, suppliers and the competitors of Mondi and potential introduction of competing products and technologies by competitors; and (3) general economic conditions, such as rates of economic growth in Mondi's principal geographical markets or fluctuations of exchange rates and interest rates.
Mondi expressly disclaims a) any warranty or liability as to accuracy or completeness of the information provided herein; and b) any obligation or undertaking to review or confirm analysts' expectations or estimates or to update any forward-looking statements to reflect any change in Mondi's expectations or any events that occur or circumstances that arise after the date of making any forward-looking statements, unless required to do so by applicable law or any regulatory body applicable to Mondi, including the JSE Limited and the LSE.
| Overview | |
|---|---|
| 2017 at a glance | 4 |
| Where we operate | 8 |
| Joint Chairmen's statement | 10 |
| Strategic report | |
|---|---|
| Our business model | 14 |
| Chief Executive Officer's letter | 18 |
| Strategy review | 20 |
| Our key performance indicators | 28 |
| Our external context | 30 |
| Our principal risks | 34 |
| Sustainability performance | 42 |
| Group financial performance | 56 |
| Business reviews | 60 |
| Governance | |
|---|---|
| Introduction from Joint Chairmen | 80 |
| Board of directors | 82 |
| Corporate governance report | 84 |
| DLC nominations committee | 94 |
| DLC audit committee | 97 |
| DLC sustainable development committee | 105 |
| Mondi Limited social and ethics committee | 107 |
| DLC executive committee | 108 |
| Remuneration report | 113 |
| Other statutory information | 134 |
| Financial statements | |
|---|---|
| Directors' responsibility statement | 139 |
| Independent auditors' reports | 140 |
| Financial statements | 150 |
| Group financial record | 214 |
| Production statistics | 216 |
| Exchange rates | 216 |
| Additional information for Mondi plc shareholders | 217 |
| Shareholder information | 220 |
| Glossary of terms | IBC |
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As a global leader in packaging and paper, we offer a world of opportunities. Our expertise lies in finding the most dynamic and reliable solutions. Delivering value to our stakeholders is always top of mind.
This integrated report provides an overview of how our strategy, governance, people and performance combine to generate value in a sustainable way.
| 2017 at a glance | 4 |
|---|---|
| Where we operate | 8 |
| Joint Chairmen's statement | 10 |
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Overview
Mondi is a global integrated packaging and paper Group with a dual listed company structure – primary listing on the JSE Limited and premium listing on the London Stock Exchange.
Packaging Paper
Fibre Packaging
Consumer Packaging
Uncoated Fine Paper
74
Our integrated value chain shows how we convert raw materials into innovative and sustainable packaging and paper solutions. We use the Mondi Way as our framework to create sustainable value.
Our plan of action to build on our competitive advantages.
Proactive risk management
Our risk management and internal control framework is designed to address all the significant strategic, financial, operational and compliance risks that could undermine our ability to achieve our business objectives in the future.
Our Boards strongly support adherence to the highest standards of corporate governance with a focus on transparency, integrity and accountability. Our directors are committed to ensuring that we reflect best practice and dedicate time to reviewing developments, assessing our performance and enhancing our approach.
Electricity self-sufficiency
Safety: Total recordable case rate
FSC™- or PEFC™-certified wood1
Total specific CO2e emissions
15%reduction against
21%reduction against 2015 baseline
96%
71%
Our Growing Responsibly model is the framework through which we respond to our sustainability challenges and opportunities. As one of the Group's strategic value drivers, it shapes our long-term response to sustainability issues and enables us to demonstrate, monitor and improve our sustainability performance in everything we do, across the entire value chain.
The model covers 10 action areas which reflect the key social and environmental aspects of sustainability that are most relevant for Mondi and our stakeholders.
42 2014 baseline 1 The Forest Stewardship Council™ (www.info.fsc.org) and Programme for the Endorsement of Forest Certification™ (www.pefc.org)
Overview
14
2017 at a glance
Group financial highlights
Underlying operating profit2
Return on capital employed
Operating profit
€957m
Profit before tax
Underlying earnings per share
149.5euro cents
Basic earnings per share
62 66 70 74
1 Group/segment revenue
2 Excludes special items of €61 million
Our consumer goods packaging products extend shelf-life and improve end-user experience. We offer a range of flexible packaging such as stand-up pouches and re-closable bags. Personal care components form part of diaper, femcare and adult incontinence products. They include soft nonwovens, stretchy elastic films and laminates, mechanical fastening components and wrapping films. Our release liners are used for tapes, fibre composites and graphic arts; and our technical films provide solutions from high-barrier films to surface protection films.
€7,096m €2,292m €2,055m €1,646m €1,832m 24-hour
We transform responsibly sourced raw materials into innovative paper products that meet customer needs in a cost-effective and sustainable way. Our extensive range of office papers is designed to achieve optimal print results on laser, inkjet and copy machines. Highperformance professional printing papers are dedicated for offset presses and the latest digital print technologies. With our wide range of high-quality papers we aim to provide customers a one-stopshop solution for their needs.
safety mindset introduced
e Joined WWF Climate Savers
e Introduced science-based target to 20503
65% of mill fuel from renewable sources
18% reduction against 2015 baseline
9% reduction against 2015 baseline
Community investments
€9.6m
Mondi has over 100 production sites across more than 30 countries, with key operations located in central Europe, Russia, North America and South Africa.
23
Recovery boiler, turbine, biomass boiler, 100 ktpa pulp integrated to 80 ktpa light-weight kraftliner and increased share of kraft top liner (completed 2017)
€41m Woodyard upgrade (completed 2017)
€335m Recovery boiler, rebuild of fibre lines, debottlenecking of the existing packaging paper machines (in progress)
€310m Pulp mill upgrade (in progress) 300 ktpa kraft top white containerboard machine (approved)
€144m Power plant rebuild and waste water treatment plant modernisation (in progress)
| Acquisition | |
|---|---|
€40m Consumer Goods Packaging (completed 2017)
26
Australasia
1
Revenue by location of production %
Europe
3 2
1
4
Overview
Joint Chairmen's statement
Our focus on sustainable development and relationships with people is integral to our success.
David Williams (left) Fred Phaswana (right) Mondi's strategy is to deliver value accretive growth focused around innovative and sustainable packaging and paper solutions. Our Growing Responsibly model reflects our focus on sustainable development, and along with inspiring our people makes up one of our four strategic value drivers. Our commitment is to respect the confidence our shareholders place in us; support the communities we work in and manage ecosystems responsibly as livelihoods depend on them; ensure a safe, fair, and diverse working environment; and empower employees, customers and suppliers to realise their full potential.
Our culture and values are at the heart of how we do business.
The boards of Mondi Limited and Mondi plc strongly support adherence to the highest standards of corporate governance with a focus on transparency, integrity and accountability. Our directors dedicate time to reviewing best-practice developments, assessing our performance and enhancing our approach. We regularly review our governance framework and practices to ensure they are still appropriate and, where
1 Based on proposed final ordinary dividend of 42.90 euro cents per share. In addition, a special dividend of 100 euro cents per share has been proposed necessary, changes have been made to our policies and procedures to reflect developing best practice.
We steer Mondi's ongoing success by focusing on long-term shareholder value, managing risks appropriately, and making decisions that build on Mondi's inherent strengths. This enables the Group to take advantage of opportunities while mitigating the impact of risks. We hold management accountable for the successful execution of the strategy in line with the guidance we provide.
As announced in February 2017, David Hathorn stepped down as Mondi's Group Chief Executive Officer at the conclusion of the Annual General Meetings on 11 May 2017 after 26 years with Mondi. Our heartfelt thanks go to David for the immense contribution he made to developing Mondi into the Group it is today. The Boards are delighted to have someone of Peter Oswald's calibre as his successor, and we look forward to Mondi's next successful chapter under Peter's leadership.
In 2017 we also welcomed Tanya Fratto to the Boards as a non-executive director and chairman of the DLC remuneration committee. Tanya takes over from Anne Quinn who served on Mondi's Boards for 10 years. We sincerely appreciate the astute guidance Anne provided during her tenure and wish her all the best in her future endeavours.
78 Governance
Our robust strategy, combined with Mondi's talented and hard-working teams; portfolio of cost-advantaged assets; diverse product range; and integration of sustainability risks and opportunities into all business decisions, has resulted in a strong track record of performance for Mondi. Over the last five years, Mondi has increased underlying earnings per share by 12% on average per annum, and significantly outperformed the average of its peer group on total shareholder return. We continue to believe in the Group's ability to deliver long-term value to shareholders.
2017 was a successful year for Mondi. Underlying operating profit was up 4% to €1,018 million and our return on capital employed was 19.7%.
Based on the Group's performance in 2017, the boards of Mondi Limited and Mondi plc have recommended a final ordinary dividend of 42.90 euro cents per share (2016: 38.19 euro cents per share). Together with the interim ordinary dividend of 19.10 euro cents per share, this amounts to a total ordinary dividend for the year of 62.0 euro cents per share, an increase of 9% from 2016. Given our strong financial position and confidence in the Group's cash generating capacity, the Boards have decided to recommend a special dividend of 100.0 euro cents per share in addition to the recommended final ordinary dividend.
Mondi continues to make good progress on major capital projects and members of the Boards had the opportunity to visit Ružomberok (Slovakia) and Štětí (Czech Republic) this year to understand more about how the investment plans are moving ahead at these key sites. We also completed the acquisition of Excelsior Technologies Limited (UK) early in the year, and in December we signed an agreement to acquire Powerflute (Finland).
Built on past achievements and designed for our future success, Mondi's Growing Responsibly model continues to help us respond to sustainability challenges and opportunities. With its 16 commitments embedded in 10 action areas, the model shapes our long-term response to the sustainability issues most relevant to Mondi and to our stakeholders, and enables us to demonstrate, monitor and improve our sustainability performance.
The safety of our people, one of our 10 action areas, remains a priority for us and is a focus of our board meetings. We were deeply saddened by the two fatalities in 2017, one in our South African forests and the other at our Tire Box plant in Turkey. There is also one person reported as missing (presumed deceased) at our Syktyvkar logging operation in Russia. Our thoughts are with their families and colleagues. Importantly our teams have worked hard to understand the events leading to these incidents and how similar situations can be prevented in the future. We continue to strive for zero harm in everything we do, and are determined to ensure the adoption of a 24-hour safety mindset – where everyone works safely, and returns home safely to their families every day.
We know that in order to be successful in the future, we need to unlock the full potential of our people and nurture their passion – another of our action areas. By treating people with respect, we will promote a culture that encourages our teams to be dynamic, entrepreneurial and empowered. This in turn helps Mondi to build constructive partnerships with stakeholders.
On behalf of the Boards, we thank everyone who has given their time, energy and expertise to drive Mondi's success in 2017. We appreciate it, and have every reason to feel confident that in keeping people at the heart of our strategy, 2018 will bring further value accretive growth opportunities for Mondi.
(euro returns: indexed to 1 January 2013) 450 400
Five-year total shareholder return (TSR)
350 300 250 200 150 100 50 0 1 Jan 2013 31 Dec 2013 31 Dec 2014 31 Dec 2015 31 Dec 2016 31 Dec 2017 Return Index Mondi plc Median of peer group Peer performance range
Fred Phaswana David Williams Joint Chairman Joint Chairman
| Our business model | 14 |
|---|---|
| Chief Executive Officer's letter | 18 |
| Strategy review | 20 |
| Our key performance indicators | 28 |
| Our external context | 30 |
| Our principal risks | 34 |
| Sustainability performance | 42 |
| Group financial performance | 56 |
| Business reviews | 60 |
| Packaging Paper | 62 |
| Fibre Packaging | 66 |
| Consumer Packaging | 70 |
| Uncoated Fine Paper | 74 |
The Strategic report was approved by the Boards on 1 March 2018 and is signed on their behalf by:
Peter Oswald Chief Executive Officer
Andrew King Chief Financial Officer
Strategic report
Overview
As one of Europe's leading suppliers of speciality kraft paper, we understand that high-quality paper shopping bags help brands to stand out.
Our business model
We have a team of 26,300 diverse and committed individuals with a broad range of skills and expertise. Our culture and values are instilled across our operations to connect, guide and inspire our people, providing a platform for our shared success. Safety is always a key focus. We continue to address risks and strengthen our safety culture as we strive to reach our goal of zero harm.
Forests and raw materials
Fibre is a key input in our pulp and paper businesses and 71% of our wood procured is FSC- or PEFCcertified, with the balance meeting our minimum Controlled Wood Standard. We have access to our own responsibly managed fibre supply from the 2.4 million hectares of forest we lease, own and manage in Russia and South Africa. Responsible forest management is a key component of our commitment to
42 Sustainability performance
securing sustainable fibre and is outlined in our Growing Responsibly model.
Access to natural resources (most notably water and energy) and raw materials (such as wood, chemicals, polymers and paper for recycling) is vitally important to our success. We are committed to the responsible procurement of raw materials and other inputs, and encourage supply chain transparency and promote fair working conditions collaboratively with our 1,500 key suppliers.
Pulp and paper mills
We have a high-quality, well-invested, cost advantaged asset base with around 90% of our pulp and paper capacity in the two lowest industry cost curve quartiles. We operate pulp and paper mills commonly referred to as our 'upstream businesses'. These manufacturing facilities use virgin fibre procured from our managed forests or from external sources, paper for recycling and other raw materials to produce pulp, packaging paper and uncoated fine paper. Our packaging paper mills produce containerboard and kraft paper, which is sold to external customers and our Fibre Packaging and Consumer Packaging businesses. Our uncoated fine paper mills produce office and professional printing paper sold as cut-size, in folio form or in large reels to our customers.
We operate a vertically integrated asset base allowing our upstream businesses to benefit from security of supply, reduced exposure to price volatility of key raw materials (particularly wood and pulp) and enabling us to benefit from production and logistics optimisation.
Our ability to generate value in a sustainable way is also dependent on our financial resources. The Group has historically generated cash through the cycle, maintained a strong financial position and continually reinvested into the business. This has allowed us significant agility to pursue value accretive growth opportunities as and when they arise. In 2017, Mondi generated €948 million of cash flow, of which €611 million was reinvested into the business through capital expenditure. Our investment grade credit ratings were also reaffirmed during the year.
As a global company and significant local employer, Mondi plays a key socio-economic role in the communities where we operate, creating employment and business opportunities in addition to paying local and regional taxes. In more remote areas in particular, we continue to contribute to local communities through services such as energy and waste water treatment, and by improving infrastructure.
We have Community Engagement Plans in place at the majority of our key operations, and we make voluntary community investments supporting health, education, local enterprise and infrastructure. In 2017, we invested €9.6 million globally in the communities where we operate.
performance
Our downstream businesses convert packaging papers (sourced internally from our upstream businesses as well as externally), and other raw materials into converted packaging products such as corrugated board and boxes, industrial bags and extrusion coatings (fibrebased packaging).
We are also present across the entire consumer flexible packaging production process, from resin compounding for certain products to blown and cast film
extrusion, flexographic and rotogravure printing, laminating, coating, rollslitting, bag making, laser cutting and incorporating special features. We believe this vertical integration, together with our specialised R&D facilities, provides a platform to develop partnerships with our customers and develop innovative and customised solutions. Our global and broad range of consumer goods packaging solutions, technical films, components for personal care products and release liners demonstrates our diversity, scale and ability to meet our customers' packaging needs.
Chief Executive Officer's letter
2017 was a milestone year for Mondi – marking the 50th anniversary of the Group, as well as 10 years listed on the Johannesburg and London Stock Exchanges.
We combine our passion for " performance with sustainable competitive advantages in innovation, service and cost to deliver value accretive growth."
My predecessor David Hathorn, whom I worked with for 25 years, handed over the reins to me in May 2017. I am grateful to lead an organisation with a successful strategy, a consistent track record of delivery, a strong balance sheet, and a great team of around 26,300 people with a passion for performance. A solid foundation from which to drive our ambitions for the next decade of value accretive growth. I would like to thank all Mondi employees for their high level of engagement in 2017.
In 2017 we saw good global economic growth, estimated at 3.2%, which is expected to continue into 2018 despite ongoing economic and political uncertainty. Packaging trends and growth in our key European markets led to strong demand and positive pricing fundamentals across the majority of segments in which we operate.
Mondi continues to be well-positioned to leverage key global industry trends in sustainability, e-commerce and convenience. Geographically we are ideally placed for opportunities in Europe and North America, which account for around half the global packaging market. We have established a leading position in the faster growing central and eastern European markets as well as exposure to growing markets in Africa and Asia as their demands increase.
We took the opportunity in October to share detail on our strategy at our Capital Markets Day. Our long-term strategic commitment to value accretive growth has served us well and I intend to maintain this focus while CEO.
We have a strong capital expenditure project pipeline. Over the last four years, our major capital expenditure projects have contributed around €175 million of incremental operating profit, including €25 million in 2017, and we expect to generate a further €15 million in 2018. Our major projects in the Czech Republic, Slovakia and Russia will increase our current saleable pulp and paper production by around 9% when in full operation. This, together with many smaller investments in Consumer Packaging and Corrugated Packaging, is expected to contribute to our earnings from 2019.
Since 2008, we have invested around €1.7 billion in acquisitions. We are pleased to have signed an agreement to acquire Powerflute, an integrated semi-chemical fluting mill in Kuopio (Finland) and I look forward to welcoming the team to Mondi. We have evaluated a number of acquisition opportunities, but high valuations caused us to step back and be patient. We seek to acquire 'rough diamonds' from which we can generate long-term value accretion through exposure to our operational excellence programme.
Underpinning our growth is our network of more than 100 plants and mills across four continents that represent, what we believe is, an industry-leading portfolio. Our focus on businesses with sustainable competitive advantages in innovation, service and cost leadership is unparalleled in the industry. Developing superior businesses to maintain and enhance our competitiveness is a core strength, providing both a strong platform for future growth and resilience in a downturn.
Overall, manufacturing in Europe has seen a material decline since the turn of the century and currently represents around 15% of total EU value add and employment, even though it accounts for around 80% of total EU exports and more than 60% of R&D investment. I have spent my career in manufacturing and as CEO, I intend to take an active role in promoting the importance of a strong, well-supported manufacturing footprint to Europe's economic future.
We continue to make progress on our sustainable development commitments to 2020. Since 2004, when we defined our CO2e emission reduction targets for the first time, we have reduced our specific CO2e emissions by 38% and boosted the fuel consumption of our mills from biomassbased renewable sources to 65%.
The world's forests are the lungs of the earth, and critical for livelihoods and ecosystems. So Mondi has an important stewardship role for the 2.4 million hectares of forest we lease, own and manage in Russia and South Africa, and for procuring wood from responsible, sustainable sources.
I am delighted that we have extended our global Partnership with WWF by another three years to 2020, focusing on our stewardship of forests, climate & energy and freshwater.
As a producer of both paper and plasticbased packaging, we are in a strong position to support the transition to a more circular economy, developing more sustainable plastic-based packaging solutions and recognising the important roles plastic and paper packaging play in addressing global challenges such as food waste.
The safety of our people is at the heart of our ways of working. We have made important progress in the last few years to ensure our safety processes are world-class. However, processes are only effective when followed and our journey to zero harm will only progress with a safety mindset where each one of our employees, contractors and suppliers habitually practise safety in everything they do. Tragically we had two fatalities and three incidents resulting in life-altering injuries in 2017, and a further employee is missing, presumed deceased. My heart goes out to the families and friends of all those affected. I am determined that this will not be repeated in 2018 and my leadership team continues to actively drive a culture that puts safety first across all our production sites and offices.
Diversity in all its forms is also a topic that requires leadership attention. History and traditions in the packaging and paper industry have not been the ideal foundation for gender equality in particular. We have made important progress in diversity in recent years, but we are not where we want to be. As with safety, permanent change comes from the right mindset, starting with leadership, so progress in diversity and inclusiveness will also be a personal goal during my tenure as CEO.
Chief Executive Officer
Strategy review
Our strong performance in 2017 builds on our track record of value accretive growth. Our consistent and focused strategy, robust business model, integrated approach to sustainability and firm commitment to drive performance all continue to contribute to our results.
2017 was a successful " year for Mondi. We benefited from good demand and our continuous drive for operational performance."
Peter Oswald (left) Chief Executive Officer
Andrew King (right) Chief Financial Officer
Group revenue of €7,096 million was up 7%. Excluding the impact of acquisitions, revenue was up 4%.
Underlying operating profit was up 4% to €1,018 million. We benefited from good demand and higher average selling prices in most of our businesses, while our continuous drive for operational performance improvements mitigated the inflationary pressures on our cost base caused by the general economic recovery. Our return on capital employed (ROCE) was 19.7%.
After taking into consideration the impact of special items, operating profit of €957 million was up 1% (2016: €943 million).
We continue to make good progress in securing future growth and the ongoing cost competitiveness of our operations through delivery on our capital investment programme. Of the two largest projects currently in progress, the €335 million modernisation of our kraft paper facility in Štĕtí (Czech Republic) remains on track, and work to upgrade the pulp mill at our Ružomberok mill (Slovakia) has commenced, while we await final permits to proceed with our investment in a 300,000 tonne kraft top white machine at the same site. In addition, we are making good progress on smaller expansionary capital expenditure projects at a number of our packaging operations. These projects are expected to contribute to earnings from 2019.
Underlying earnings of 149.5 euro cents per share were up 8% compared to 2016.
A special item net charge amounting to €61 million before tax was recognised (2016: €38 million), mainly for restructuring and closure costs and related impairments. After taking the effect of special items into account, basic earnings of 138.6 euro cents per share were up 5% compared to 2016.
Our cash generation remained strong with cash generated from operations of €1,325 million, including the impact of an increase in working capital during the year. Net debt was down €57 million to €1,326 million, or 0.9 times net debt to 12-month trailing underlying EBITDA.
Mondi's clear and consistent strategy is to deliver value accretive growth by focusing on our four strategic value drivers. Our disciplined approach to this strategic roadmap, while retaining flexibility around how we execute on it, has positioned us as a leading global packaging and paper group with a strong platform for growth. We continue to expand our business, with an emphasis on assets and markets that offer us inherent advantages and products that are core to our portfolio or bring related development opportunities.
We see greatest potential for structural growth in the packaging sectors where we operate. We plan to continue growing our packaging businesses through value-enhancing capital investments and acquisitions that build on our competitive advantages and enable us to better serve our customers by broadening our product offering and/or extending our geographic footprint.
Our Uncoated Fine Paper (UFP) business has a clear cost competitive advantage and exposure to growing markets in central and eastern Europe, Russia and South Africa. We will continue to invest to maintain and improve the competitiveness of our UFP operations and leverage this asset base to increase our exposure to faster growing packaging products where the opportunity arises.
Our passion for performance will always be central to the way we run our business – from our focus on commercial excellence and lean processes, to rigorous quality management and operational excellence programmes that enhance productivity and efficiency.
We have continuous improvement systems and processes in place focused on enhancing productivity, increasing efficiency, reducing waste and ensuring our processes stay lean.
Our collaborative approach to benchmarking enables us to learn from our best performing operations and identify emerging issues to ensure performance is optimised throughout the organisation.
We maintain selected centralised functions, where we believe we can benefit from a coordinated approach, such as procurement, technical, sustainable development, treasury and tax, to optimise collaboration and costs.
A key component of our success is driving performance along the value chain by creating an entrepreneurial and dynamic culture across our organisation.
Overview
Delivering value accretive growth
Our strategy is to deliver value accretive growth by focusing on our four strategic value drivers. This approach allows us to build on the competitive advantages we enjoy today and sets a clear framework for our investment and operational decisions so that we can continue to create value into the future. While all strategic value drivers are relevant to each of our businesses, priority levels differ across the value chain.
The Mondi Asset Management System (AMS) is a great example of our commitment to operational excellence. With the goal of maximising equipment reliability, the Mondi Operational Excellence Team, together with internal and external experts, developed a best practice tool kit to enable our maintenance and production teams to 'make the right decisions at the right time'.
It was important to first gather existing good practices and develop a common best practice framework that outlined work organisation, methods and tools, ultimately creating a systematic and consistent process for optimum reliability
management across our operations. Next the team leveraged up the skill set and competencies of maintenance and production teams across all Mondi's pulp and paper mills by providing theoretical and practical classroom training. This included offsite training courses for the top 50 maintenance and production managers across Mondi.
By developing mill-specific roadmaps, leaders took ownership of the role they needed to play in a new asset management culture. We also introduced a platform for new learning experiences through crossoperational peer reviews.
Today all our pulp and paper operations use the AMS as part of their operational improvement plans. This strong collaboration-orientated maintenance network resulted in nine cross-operational peer reviews in 2017, and more are planned in 2018.
We believe that our portfolio of assets is industry leading. Investing in our cost advantaged asset base to maintain and enhance our competitiveness is of particular importance for our pulp and paper operations where products are generally more standardised and relative cost competitiveness is a key value driver. We focus on enhancing our cost competitiveness, improving energy efficiency, reducing waste and emissions and driving organic growth. We invest in our existing operations and, where appropriate, in acquisitions. We aim to acquire businesses that responsibly produce high-quality products with sustainable competitive advantage and the potential to achieve world-class operating standards. This enables us to generate synergies through integration, enhance our product and service offering and/or extend our geographic reach to better serve our customers.
Return on capital employed (ROCE)
€ million
Operating profit development by Business Unit
Our integrated business model, with backward pulp integration and high electricity self-sufficiency, provides us with security of supply, reduced exposure to raw material price volatility and helps us manage sustainability risks and opportunities more holistically.
production in million tonnes
1 In addition to 1.6mt of uncoated fine paper, the Group also produced 0.3mt of newsprint in 2017
Our disciplined approach to investigating, approving and executing capital projects is one of our key strengths and plays an important role in successfully delivering strong returns through the cycle.
Since 2013 we committed around €770 million to major capital projects. In the first half of 2017, we commissioned the last of these investments, the final phase of our €260 million investment programme in Świecie (Poland). This project provides an additional 100,000 tonnes per annum of softwood kraft pulp forward integrated to 80,000 tonnes per annum of light-weight kraftliner and an increased share of kraft top liner.
We continue to see progress in ramping up production of the requisite quality at our rebuilt paper and inline coating machine at Štĕtí although technical challenges remain.
Over the last four years, our major capital projects have contributed around €175 million of incremental operating profit, including €25 million in 2017. We expect to generate a further €15 million in 2018.
We have a strong major capital expenditure project pipeline totalling over €750 million, securing future growth. We are making good progress on the €335 million modernisation of our Štĕtí mill to replace the recovery boiler, rebuild the fibre lines and debottleneck the existing packaging paper machines. Start-up is anticipated in late 2018. During the year we also completed the €41 million woodyard upgrade and bleaching line modernisation at this mill.
The European Commission approved €49 million in tax incentives for our €310 million investment in a new 300,000 tonne per annum kraft top white machine and related pulp mill upgrade at our Ružomberok mill. Work on the pulp mill upgrade has commenced, with start-up expected in late 2019. The investment in the paper machine remains subject to obtaining necessary permitting with startup expected in 2020.
As part of our plan to maintain Syktyvkar's competitiveness and increase saleable production by around 100,000 tonnes per annum in the medium term, we are investing to debottleneck production and avoid unplanned shutdowns. We continue to invest in our Fibre Packaging and Consumer Packaging businesses to enhance our product and service offering.
Our major capital projects in Czech Republic, Slovakia and Russia will increase our current saleable pulp and paper production by around 9% when in full operation.
In recent years, we have invested significantly in the modernisation and growth of our Consumer Packaging business. In the near term, while capital investment opportunities in this business remain an option, we are focused on the optimisation of our existing operations and recent investments.
Given the approved project pipeline and in the absence of any other major investment, our capital expenditure is expected to be in the range of €700 – €800 million per annum in 2018 and 2019 as expenditure on these large projects accelerates.
Overview
Capital expenditure € million
Investing in Świecie
Our containerboard portfolio offers enhanced options for meeting customer needs in the light-weight kraftliner segment.
Our employees matter and we believe diversity is key to Mondi's future. During the year we placed further emphasis on the need to foster diversity across the business, and by openly engaging with our people, we work hard to ensure their commitment to a business that acts responsibly, empowers them and offers a range of development opportunities.
In 2017 we continued our journey of regular performance and development reviews (PDR) including 360˚ feedback for all employees in leadership roles. Our internal mentoring programme engaged senior leaders and cultural role models from across the business to mentor younger employees on managerial, technical and cultural topics.
Training and development is an important contributor to our success and we are proud of our global training facility, The Mondi Academy, which offers a wide range of training courses with a focus on general management, strategy, and sales and marketing. In 2017 we introduced new programmes including the Project Management Academy, and new gamification training schemes which apply game-design elements and game principles to corporate learning contexts.
In January 2018 we kicked off our latest global employee survey. Actions taken since the last survey in 2015 include a best practice sharing workshop for managing directors, a newly developed 'Leadership Programme for Middle Management' in local languages and collaboration workshops. We have also conducted three 'pulse check' employee surveys at our larger operations to track the progress on our actions.
Our people are important to us, particularly when it comes to ensuring that everyone returns home safely to their families every day. Regrettably, we experienced two fatalities in 2017 with a further employee missing, presumed deceased. We also had three life-altering injuries. With zero harm our ultimate goal, we continue to work very hard to eliminate fatal and lifealtering injuries. Our focus on the top fatal risks at all operations has allowed us to better anticipate and manage our highest risk activities – which usually occur during annual maintenance shuts and project implementation. We have introduced a new 24-hour mindset approach, designed to help shape a culture where we act safely in everything we do. We remain determined to focus on top risks so that fatalities and life-altering injuries are not a part of our future. It is very encouraging that the steps we have taken resulted in an improved total recordable case rate (TRCR) in 2017 to 0.60 from 0.66 in 2016 and a 21% reduction against our 2015 baseline of 0.76, which has been adjusted to include acquisitions.
We believe that being part of the solution to global sustainability challenges will secure the long-term success of our business and the wellbeing of our communities and other stakeholders. We address the risks and opportunities that arise from global environmental and societal trends, so that we retain our competitive edge and generate value for our stakeholders long into the future.
We have a strong track record of delivering on our sustainability commitments, as reflected in our performance across the 10 action areas of our Growing Responsibly model, which saw excellent improvements in safety, increasing sustainable fibre, and reducing carbon emissions, other air and water emissions, and waste. Built on our past achievements and designed for our future success, our Growing Responsibly model provides the business with a formal structure to demonstrate, monitor and improve the way sustainability is embedded in the business. The model includes 16 commitments to 2020 (the climate commitment runs to 2030) across 10 action areas.
A number of our current and planned capital expenditure projects will contribute to meeting our Growing Responsibly commitments, particularly those relating to greenhouse gas emissions and waste reduction. We are pleased our total specific CO2e emissions (in tonnes per tonne of saleable production) have declined to 0.72, a 15% reduction against the 2014 baseline, as we continue to make progress in making our business less carbon intensive. The contribution of biomassbased renewable sources to the total fuel consumption of our mills has increased from 59% in 2014 to 65% in 2017. We have adopted a new science-based greenhouse gas target to reduce our production related total scope 1 and 2 GHG emission intensity to 0.25 tonnes of CO2 per tonne of saleable production by 2050 against a 2014 baseline of 0.59.
1 Value distribution defined as operating profit before taking into account personnel costs and depreciation, amortisation and impairments
In 2014, Mondi and WWF launched a global strategic Partnership to promote a more responsible forestry, pulp and packaging industry. In 2017, we extended our Partnership for another three years.
Gladys Naylor, Group Head of Sustainable Development at Mondi, and Alistair Monument, WWF's Forest Practice Leader, share the successes and challenges of the Partnership and why they're proud of its achievements.
Gladys: I respect the integrity that WWF brings to the work we do together. Whatever it is we're working on, our relationship is such that we can rely on our counterparts to recognise when progress has been made, and to flag where we could be doing more.
Alistair: We're idealistic – and that's an important role we play – but it's been extremely valuable to understand the practical realities facing a business like Mondi. It's strengthened our understanding of corporate operating environments and, by bouncing ideas off of each other, we've been able to achieve win-win results that are more robust, practical and valuable.
years of our Partnership so exciting. Read the full interview: www.mondigroup.com/sdpublication17
Alistair: Definitely the work we've done to identify Mondi's science-based carbon targets as part of our Climate Savers Programme. Over the last 10 years, Mondi has impressively proven how to reduce GHG emissions by modernising its plants and investing in energy efficiency. There's also the engagement to improve forest management – developing the Boreal Forest Platform in Russia and defining Intact Forest Landscapes.
Gladys: One of the highlights for me is the clarity we've brought to the cascading use of wood concept; getting the most value we can from trees by not burning them straight away for energy. It's been great to play a part in communicating Mondi and WWF's common understanding on the most efficient use of wood – both within our industry and beyond. We've also cooperated on developing WWF's Water Risk Filter by sharing our experience of carrying out water impact assessments, and by testing the WWF Water Risk Filter tool on our operations.
Alistair: Responsible sourcing will continue to be a big topic moving forward. I'm also expecting exciting developments with regards to freshwater – including engaging with the Alliance for Water Stewardship – as well as the work around science-based climate targets.
Gladys: I can't wait to see what the future holds. Individually, both WWF and Mondi continue to do work that we're proud of, but it's the prospect of achieving more together that makes the next three
Working with our customers to create innovative solutions is key to our longterm success. In our upstream packaging and paper operations our focus is on producing lighter weight packaging materials without sacrificing strength, enhancing the printing quality of our products and achieving productivity and efficiency gains. Our downstream converting operations focus on product innovation, meeting evolving customer requirements and generating solutions that help our customers promote the products they produce, reducing the environmental footprint of their packaging, providing more sustainable solutions and delivery on product requirements such as longevity, freshness and convenience. We enhance our quality processes to give hassle-free service to our customers.
Our integrated business model allows us to produce a broad range of customer solutions and draw on our experience to develop the appropriate product from our fibre and flexible-based packaging operations or a combination thereof.
In our fibre-based packaging businesses, our backward integration provides us security of supply. Through our product development, we are able to carry developments in our upstream paper operations over to our Fibre Packaging products and, together with our Consumer Packaging businesses, are able to offer innovative solutions combining the best features of our paper and flexible packaging solutions to our customers.
1 Comprises containerboard, corrugated packaging and consumer packaging
Our products need to meet increasingly sophisticated and bespoke customer needs. We operate a number of research and development (R&D) centres to improve existing products and processes and to develop new solutions. We have made good progress this year, working on and launching a number of new products, improving our service offering and strengthening strategic partnerships.
In order to improve our offering of innovative solutions, we acquired Excelsior Technologies Limited (UK) at the beginning of 2017, a producer of innovative flexible packaging solutions, mainly for food applications, with a unique packaging technology for microwave steam cooking. In December 2017, to broaden our highquality packaging paper offering to our global corrugated packaging customers, we signed an agreement to acquire Powerflute, an integrated pulp and paper mill in Kuopio (Finland) with an annual production capacity of 285,000 tonnes of high-performance semi-chemical fluting for €365 million on a debt and cash-free basis. Powerflute's semi-chemical fluting is sold to a diverse range of customers, primarily for packaging fresh fruit and vegetables, but also other end-uses such as electronics, chemicals and pharmaceuticals. Around half of the company's production is sold in Europe, while the remainder is exported globally. We anticipate completion of this transaction in the first half of 2018, subject to competition clearance and customary closing conditions.
Eco-packaging breakthrough: Biodegradable paper liner for FFS machines reduces plastic by 70%
Until recently, running paper on a vertical form fill-and-seal (FFS) machine was not possible. Mondi and Polish converter SILBO have developed a breakthrough solution: the first paper-based, biodegradable liner for food that runs on horizontal and vertical FFS machines.
Collaboration and complementary know-how led to the innovation of SKOG for Food. It reduces plastic by up to 70%, while retaining all the required barrier properties to keep food fresh longer. Mondi developed the paper liner and barrier coating needed, and SILBO added high-quality printing and a see-through window, enabling brands to better showcase their products.
Nearly two years of collaborative research and development between Mondi Extrusion Coatings and SILBO went into creating SKOG for Food. Marcin Śpiewok, Business Development Manager at SILBO says, "We wanted to give the consumer the opportunity to choose eco-friendly packaging that helps increase the time food can be stored at home."
The innovative liner is made of sustainable, certified paper. Through Mondi's extrusion coating technology it is given a double-sided coating of our biodegradable barrier Sustainex®. The paper's gas permeability properties are still maintained, preserving and protecting fresh food longer. Sustainex® is derived from renewable materials and is fully compliant with international standards for biodegradability and compostability. It is eligible for organic recovery, energy recovery and material recycling. And of course it is approved for direct contact with food.
"The outcome is a biodegradable window bag with excellent printability and barriers, which offers the brand owner and the consumer the most sustainable barrier packaging," comments Jan Murzyn, Sales Manager Mondi Extrusion Coatings.
We manage our cost of capital by maintaining an appropriate capital structure with a balance between equity and net debt. The primary sources of our net debt include our €2.5 billion Guaranteed Euro Medium Term Note Programme and our €750 million Syndicated Revolving Credit Facility. The Group's liquidity position remains robust. At the end of the year, €791 million of our €2.0 billion committed debt facilities remained undrawn. The weighted average maturity of committed debt facilities was 3.8 years at 31 December 2017.
Our free cash flow priorities remain unchanged. We are focused on maintaining investment grade credit metrics, undertaking selective capital investment opportunities and supporting the ordinary dividend. We believe that a strong and stable financial position, supported by an investment grade credit rating, increases our flexibility and provides opportunities to access capital markets throughout the business cycle, allowing us to take advantage of strategic opportunities when they arise.
We pursue a dividend policy that reflects our strategy of disciplined and valuecreating investment and growth, with the aim of offering shareholders long-term dividend growth.
We target an ordinary dividend cover range of two to three times underlying earnings on average over the cycle, although the payout ratio in each year will vary in accordance with the business cycle. Payment of dividends is subject to us having sufficient distributable reserves available, and, at present, the Group has a significant level of distributable reserves.
Our Boards have recommended payment of a final ordinary dividend of 42.90 euro cents per share, bringing the total ordinary dividend for the year to 62.0 euro cents per share, an increase of 9% on 2016.
The Boards regularly review the Group's capital allocation priorities to optimise value accretive growth and long-term returns for shareholders. Our strong cash generation has allowed us to reinvest to grow the business and sustain a cost advantaged position, while supporting growth in the ordinary dividend and deleveraging the balance sheet. As a result, our balance sheet leverage is well within our stated policy of maintaining investment grade credit metrics. Given our strong financial position and confidence in the Group's cash generating capacity, the Boards have recommended a special dividend of 100.0 euro cents per share in addition to the recommended final ordinary dividend. In coming to this view, the Boards have taken full account of the Group's access to funding and development plans, including ongoing expansionary capital expenditure programmes and the possibility of further small to mid-sized acquisitions over the coming years.
Interim ordinary dividend Final ordinary dividend Ordinary dividend cover (times)
The industries and geographies in which we operate expose us to specific risks. These include:
These risks are long term in nature and accepted by the Boards as they are directly related to the Group's strategy and operating footprint. The Boards continue to monitor our exposure to these risks and investment decisions are evaluated against our exposures and the established tolerance levels for any individual strategic risk. Our conservative funding model and low level of financial leverage provide some protection against these risks, while we continually monitor key trends impacting our business, taking early and decisive action to mitigate emerging risks where necessary.
Supported by ongoing good demand, we have seen strong upward momentum in pricing across our key product segments in Packaging Paper and Fibre Packaging over the course of 2017 and into early 2018. We expect continued, but manageable pressure on the cost base across the Group, a consequence of the turn in the commodity price cycle and the general economic recovery we are seeing in many of the regions in which we operate. The recent US dollar weakness coupled with stronger emerging market currencies, most notably the South African rand, are current headwinds.
Our outlook for the business is positive and we remain confident that our consistent and focused strategy, robust business model centred around our cost advantaged assets, and firm focus on driving performance will sustain our track record of delivering value accretive growth.
| Peter Oswald | |
|---|---|
| Chief Executive Officer |
Andrew King Chief Financial Officer Overview
Our key performance indicators
These key performance indicators (KPIs) are intended to provide a broad measure of Mondi's performance. We set individual targets for each of our business units in support of these Group KPIs.
Our Remuneration report describes how our executive directors and senior management are remunerated in line with these KPIs. In particular, the executive directors are set specific targets relating to ROCE, underlying EBITDA and safety for purposes of the Bonus Share Plan and on Total Shareholder Return and ROCE for the Long-Term Incentive Plan.
ROCE provides a measure of the efficient and effective use of capital in our operations.
We compare ROCE to our current estimated Group pre-tax weighted average cost of capital to measure the value we create.
ROCE of 19.7% reflects an industry-leading performance.
TSR provides a market-related measure of the Group's progress against our objective of delivering long-term value for our shareholders.
TSR measures the total return to Mondi's shareholders, including both share price appreciation and dividends paid.
Mondi realised a one-year TSR of 14% and recommended a total ordinary dividend of 62.0 euro cents per share and a special dividend of 100.0 euro cents per share.
The safety and health of all our employees and contractors is of paramount importance. Our goal is a zero harm workplace.
While our overall TRCR has improved by 21% against the 2015 baseline, we were deeply saddened by the fatalities, life-altering injuries and missing person (presumed deceased) during the year.
% FSC- or PEFC-certified wood procured
Wood (Internal and external)
Securing a sustainable source of fibre for our integrated pulp and paper mills is critical to the long-term sustainable success of these operations.
We are committed to maintaining 100% FSC-certified forests and at least 70% of procured wood from FSCor PEFC-certified sources by 2020.
Our FSC- or PEFC-certified wood procured now stands at 71%, on track with our 2020 commitment.
tonnes per tonne of saleable production 2030 commitment against 2014 base: below 0.718t
2 2014 and 2015 restated due to adjusted production volumes
3 Progress against 2030 commitment is calculated excluding Raubling mill from 2014 based on 0.844 (2014) and 0.717 (2017)
We have continually focused on making our business less carbon intensive to address climate impacts.
We are committed to a 15% reduction in specific CO2e emissions by 2030 against our 2014 baseline.
To date, we have reduced our specific CO2e emissions by 15%, meeting our 2030 commitment. We have adopted a new science-based target for productionrelated CO2 emissions intensity to 2050.
56 Group financial performance
€ million
By excluding special items (which impact year-by-year comparability), underlying operating profit provides a measure of the operating performance of the Group and absolute growth in profitability of the operations.
We target improving profitability across our business.
4% increase in underlying operating profit to €1,018 million.
Underlying EBITDA provides a measure of the absolute growth in the cash generating ability of the Group.
Underlying EBITDA of €1,444 million represents a 6% increase.
We aim to maintain investment grade credit ratings to ensure we have access to funding for investment opportunities through the business cycle.
Moody's Investors Service upgraded the Group's credit rating to Baa1 (stable outlook), and our BBB credit rating from Standard & Poor's was reaffirmed and put on positive outlook.
Overview
Strategic report
Governance
Our external context
We seek opportunities and manage risk by monitoring and leveraging the trends affecting the global packaging industry. By responding proactively, we can shape our own future.
% total market
1 Smithers Pira, The Future of Global Packaging to 2022
The global packaging market continues to grow. Demand was estimated at around \$851 billion in 2017, around 3% more than the previous year, driven by improved economic conditions globally, and demographic and socio-economic changes increasing the need for more convenient packaging. Trends include an increasingly urbanised world, an ageing population in developed countries, and an emerging middle class in developing economies. Digitalisation and the ongoing development of new retail channels have also fostered the need for right-sized packaging, especially for e-commerce. Increased packaging consumption and the rise of the conscious consumer means packaging producers have a responsibility to develop more sustainable solutions.
Europe and North America account for around half of the packaging market. Asia continues to increase its share of global packaging consumption, currently representing around 44%, driven by growing packaging needs in China and other Asian economies.
Mondi's focus is on delivering packaging solutions to our customers along the fibre-based packaging value chain and in consumer flexible plastic-based packaging, primarily in Europe, Russia, Middle East and North Africa, North America and South Africa.
European consumption of containerboard is around 35 million tonnes1 . Stronger European economies and e-commerce developments led to an estimated 5%2 growth in 2017. Limited capacity additions and lower import levels contributed to a tight supply and demand balance.
We are the leading producer of containerboard in emerging Europe and the second largest producer of virgin containerboard in Europe. Going forward, we expect European demand for containerboard to grow at an average of around 3%, with recycled grades growing faster than virgin-based grades. On the supply side, no significant virgin containerboard capacity additions are expected in Europe in the next three years, while around 3 million tonnes of recycled containerboard capacity is expected to come on stream from 2018 to 2020. This new capacity could cause short-term price volatility, but based on the current demand outlook, it should be absorbed in the medium term.
Our Corrugated Packaging business saw strong organic growth of 6% during the year in our core region of central and eastern Europe, where Mondi is a leading supplier.
We are the largest producer of kraft paper in Europe (our core market) and globally. Sack kraft paper is the primary input for industrial bags where we are also a global leader, while focusing on Europe, Middle East and North Africa, and North America.
Kraft paper includes sack kraft paper and speciality kraft paper. Sack kraft paper is used by Mondi and other converters to make strong and durable industrial bags principally for cement, building materials, agriculture, food, chemicals, and other industrial applications. Speciality kraft papers are used to make a range of mainly consumer products, from retail shopper bags to consumer flexible packaging. We estimate that Europe consumes around 4 million tonnes of kraft paper annually with demand driven by stable construction markets, increased general consumption, especially in emerging Europe, and increasing demand for sustainable paper solutions replacing certain plastic applications.
Going forward we expect European kraft paper demand to grow between 1% and 2% annually. On the supply side, one new sack kraft paper machine started in Russia at the end of 2017 and two new machine glazed speciality kraft paper machines are expected to come on stream. We expect these capacity additions to be in line with demand in the medium term.
Our consumer flexible packaging solutions are used by our customers as primary packaging to protect and promote everyday consumer products, from a wide range of food categories to pet food, home care and personal care products.
We are a leading European producer of flexible packaging, with a small presence in Russia, North America and Asia.
European consumer flexible packaging consumption was estimated at around €14 billion3 in 2017. Mondi's main markets are growing between 2% and 4% annually driven by our emerging European footprint and focus on highgrowth product areas such as pet food.
3 PCI Wood Mackenzie: Flexible Packaging, European Supply/Demand report, 2017
1 RISI, European Paper Packaging Forecast December 2017
2 CEPI Containerboard, December 2017 (deliveries to western and emerging Europe excluding CIS)
Our external context
Demand for packaging is closely linked to economic development. Growth in consumer spending and industrial production will continue to drive demand for packaging in the future. Beyond economic factors, there are a number of distinct drivers that shape the future of the packaging industry. We are well positioned to benefit from the opportunities these trends will bring, and to address the challenges the industry may face.
Digitalisation continues to reshape the world we live in where hundreds of millions of people and billions of devices are increasingly connected, and where information is generated and distributed at unprecedented speed and scale. Globalisation and increasing interconnectedness have generated complex supply chains where increased transparency in how we do business is needed, creating opportunities for business to drive transparent, inclusive and productive value chains using digital technologies. Online retail continues to grow, creating opportunities for e-commerce solutions. Our customers require efficient solutions to protect and track goods in transit while optimising packaging requirements and minimising waste.
Our portfolio of packaging papers, corrugated packaging solutions and paper-based e-commerce bags are well positioned to benefit from the increasing demand for the protection of goods in transit and the possibility to differentiate, enhancing the consumer experience upon delivery. Increasingly complex and longer supply chains require stronger fibres to meet tough requirements, which our virgin packaging papers can provide. Our corrugated packaging business continues to work with our customers to offer improved product designs including adjustable packaging solutions, optimised board structures and faster deliveries.
We promote transparency along our value chain through active engagement with customers, consumers and the wider public about how we do business and increase use of digital technology to standardise and strengthen our social and environmental practices along the value chain.
Resourceful and frustration free packaging supports e-commerce growth, and links retailers and brands with consumers. We offer customers a wide range of products including C-folder for the efficient and environmentally responsible packaging of flat items like books. End-users want their shipment to arrive intact, and then be easy to open and recycle. Consumers are also able to return goods using the double closing feature.
Global brands are under pressure, competing with private label and emerging local players. Digitalisation gives consumers access to vast and detailed information. Fierce competition continues in the traditional retail channels, where e-commerce has added additional pressure to an already competitive landscape. Communicating brand values effectively and enabling product differentiation is crucial to our blue chip and hidden champion customers.
Packaging is key to our customers to ensure it upholds their brand values and enhances consumer experience. We continue to partner with our customers to find a range of innovative and appealing packaging designs that portray our customers' brand values effectively and differentiate them either on the store shelf or when their customer receives the product at home.
We have a range of packaging papers and corrugated packaging solutions that help optimise packaging in transport and reduce costs along the value chain. Our shelf-ready packaging and point-of-sale display solutions help our customers reduce handling costs while enhancing shelf attractiveness thanks to our high-quality print solutions.
People love the new Coco Pops® flexible packaging because it looks great, it's easy to open and then close again, and 100% airtight to keep their cereal perfectly fresh. With its glossy high-quality print finish on all surfaces, this form fill-and-seal packaging solution stands out on the shelf, boosting sales and increasing brand awareness.
Consumers want packaging that is safe and convenient. We live in a fast-paced world, with increasingly time-constrained consumers, evolving lifestyles, a rising middle class in emerging markets, more women in the workforce, smaller households and an ageing population in the developed world. Our customers want to offer their customers (the endconsumer) smaller portions, hassle-free opening, reclosability features, extended product shelf-life and on-the-go solutions, all contributing to more convenient products that better suit their lifestyle.
We understand that convenience is a matter of lifestyle, values and habits. We design packaging that meets consumers' diverse functionality requirements and helps them quickly identify their desired product on the shelf. We work with our customers to find the best combination of convenience features to ensure products are easy to use, easy to store, and stay fresh longer. Options include stand-up pouch designs, easy-pouring spouts, resealing zippers, strong handles and multi-barrier layers.
In response to consumers' growing appetite for snacks on-the-go, we developed a new packaging solution with easy-to-use parallel semi-circular openings. Consumers simply tear the corner open along the highly intuitive scoring line of their choice giving them full control over the size of the opening and avoiding spillage.
There is an increasing need for more responsible packaging. Significant environmental challenges, including climate change, industrial pollution and waste, resource scarcity and degraded ecosystems, have given rise to more conscious consumers, with customers and other stakeholders expecting producers to use natural resources responsibly and minimise emissions and waste. There are also opportunities for packaging solutions to contribute to sustainability by reducing food waste, driving responsible sourcing of natural resources, and promoting responsible consumption.
We developed a unique speciality kraft paper for organic kitchen waste paper bags. It is water-repellent to ensure the bag doesn't get soggy, and fully biodegradable and compostable so the whole bag can be thrown in the composting bin. Additional benefits include reduced odours and lighter-weight for transportation.
We offer fibre-based recyclable and biodegradable packaging made from renewable resources. Our light-weight packaging solutions protect products without compromising strength.
Our consumer flexible packaging products require less material than rigid alternatives (plastic, glass or metal), less energy for transport and provide excellent barrier properties to prevent food waste and enhance shelf-life. With the growing strategic importance of consumer packaging globally, and acknowledging the environmental challenges that plasticbased packaging can involve, we are committed to addressing the challenges of plastic waste in collaboration with key partners and stakeholders along the value chain. We continue to communicate the sustainability value of our packaging solutions and drive responsible sourcing and consumption of natural resources.
42 Sustainability
performance 73 Consumer
Packaging
Governance
Strategic report
Overview
Our internal control environment is designed to safeguard the Group's assets, ensure compliance with laws and regulations and provide reasonable assurance that the Group's business objectives will be achieved.
Risk management is by nature a dynamic and ongoing process. Our well-defined approach is flexible to ensure that it remains relevant at all levels of the business, and dynamic to ensure we can be responsive to changing business conditions. This is particularly important given the diversity of the Group's locations, markets and production processes.
In combination with the audit committee, the Boards have conducted a robust assessment of the principal risks to which Mondi is exposed and they are satisfied that the Group has effective systems and controls in place to manage its principal risks within the risk tolerance levels established.
The details of the review and the risk management framework and processes on which the Group's risk review is based are set out below. This report only addresses our most significant risks.
Our risk management and internal control framework is designed to address all the significant strategic, financial, operational, and compliance risks that could undermine our ability to achieve our business objectives in the future.
The Boards have overall responsibility for setting the Group's strategy and have put in place procedures for identifying, evaluating, and managing the related risks. They have approved the Group's risk management framework and are responsible for monitoring and maintaining the effectiveness of the Group's risk management activities and internal control processes. The Boards determine the Group's risk appetite, using a risk rating matrix which takes into consideration both the likelihood and the
magnitude of the impact in the event that the risk event occurs. The risk rating matrix is based on the residual risk that the Group faces after taking into consideration the internal control environment and other mitigating factors. The Boards also consider changes in current principal risks and review emerging risks during the year. The Boards have established specific risk tolerance levels for each category of risk.
The audit committee is responsible for reviewing the adequacy and effectiveness of the Group's internal control and risk management processes. The committee performs an annual review of the risk management policy and plan, including consideration of acceptable risk tolerance levels for the Group. Each of the Group's significant risks are reviewed in detail by the audit committee through the course of the year, considering the detailed risk description, the controls and mitigating actions in place and the resultant residual risk exposure. As in prior years, in 2018 the committee will continue to focus on the significant risks to the Group and the actions taken to mitigate these risks.
The sustainable development committee monitors and reviews material safety, health, environment and other sustainable development risks. Sustainability risks are considered throughout the Group and on an annual basis the sustainable development risks are reviewed and updated at both business unit and Group level by the Group sustainable development team before being reviewed and approved by the executive committee and the Boards.
Business units are required to conduct an annual, detailed review of their risks and compile a risk register which is reviewed
and approved by the individual operating committees. The most significant risks are reported to the Group executive committee and subsequently to the audit committee and Boards.
The risk management process ensures that the various operating committees in the business units review the principal risks in their respective businesses and identify the actions and controls in place to mitigate the risks. Management assurance is provided on both a formal and an informal basis and risk management is embedded in all decision-making processes, with ongoing review by the Boards and risk assessments forming part of all investment decisions.
In establishing the overall risk management framework:
With our structured approach the control environment is subject to regular oversight and review to ensure that there are no significant deficiencies, that control weaknesses are identified and addressed, and that new or emerging risks are identified early and monitored regularly.
The three levels of assurance in our internal control environment comprise:
Overview
Over the course of the past year, the audit committee has reviewed each of the principal risks set out below. In evaluating the Group's risk management and internal control processes, the committee has considered both internal and external audit reports and received confirmation from the finance heads of the business units that financial control frameworks have operated satisfactorily.
The majority of the Group's most significant risks are long-term in nature and in general do not change significantly in the short-term. In considering the ever increasing competition for talent in a number of the markets in which the Group operates, the Boards have included attraction and retention of key skills and talent as a significant risk, as the only change from the prior year.
Risk tolerance: High
Peter Oswald (Chief Executive Officer)
The industries and geographies in which we operate expose us to specific long-term risks which are accepted by the Boards as a consequence of the Group's chosen strategy and operating footprint.
While there have been no significant changes in our strategic risk exposure during the year, we continue to monitor recent capacity announcements and the developments in the process as the UK seeks to exit the European Union.
The executive committee and Boards monitor our exposure to these risks and evaluate investment decisions against our overall exposures so that our strategic capital investments and acquisitions take advantage of the opportunities arising from our deliberate exposure to such risks.
Plant utilisation levels are the main driver of profitability in paper mills. New capacity additions are usually in large increments which, through their impact on the supply/demand balance, influence market prices. Unless market growth exceeds capacity additions, excess capacity may lead to lower selling prices. In our converting operations, investments in newer technology may lower operating costs and provide increased product functionality, increasing competition and impacting margins.
We monitor industry developments in terms of changes in capacity and utilisation levels, as well as trends and developments in our own product markets. We routinely review our asset portfolio and capacity utilisation levels to drive performance and safeguard our assets.
Our strategic focus on production at low cost and innovation activities to achieve cost advantages and produce higher value added responsibly produced and sustainable products, combined with our focus on growing markets and consistent investment in our operating capacity, ensures that we can remain competitive.
Changing global socio-economic and demographic trends and consumption patterns, and increased public awareness of sustainability challenges affect the demand for Mondi's products.
Customers' needs and purchasing power are changing in emerging markets. Substitution may be to different products not produced by Mondi or to different solutions meeting the same customer requirement.
Factors that may positively or negatively impact the demand for our products include reduced weight of packaging materials, increased use of recycled materials, electronic substitution of paper products, substitution of plastic packaging, increased demand for high-quality printed material, certified and responsibly produced goods, and specific material qualities.
Our ability to meet changes in consumer demand depends on our capacity to correctly anticipate change and develop new products on a sustainable, competitive and cost-effective basis.
Opportunities also exist for us to take market share from substitutes produced by our competitors. Our focus is on products enjoying positive substitution dynamics and growing regional markets as we work with our customers to develop new markets and new products.
Our broad range of converting products provides some protection from the effects of substitution between paper and plastic-based packaging products.
Our selling prices are determined by changes in capacity and demand for our products, which are, in turn, influenced by macroeconomic conditions, consumer spending preferences, and inventory levels maintained by our customers.
Changes in prices differ between products and geographic regions and the timing and magnitude of such changes have varied significantly over time. Gross margins in our downstream converting operations are impacted by fluctuations in key input costs which cannot be passed on to customers in all cases.
Our strategic focus is on higher growth markets and products where we enjoy a competitive advantage through innovation, proximity or production cost.
We continue to invest in our high-quality, cost advantaged asset base to ensure we maintain our competitive cost position and continue to further develop businesses with better long term fundamentals.
We are committed to meeting service levels and product quality requirements.
Our high levels of vertical integration reduce our exposure to price volatility of our key input costs. In our downstream operations the focus is on passing through our main material costs to sales prices. Our financial policies and structures take the inherent price volatility of the markets in which we operate into consideration.
We have production operations across more than 30 countries; some in jurisdictions where the political, economic and legal systems are less predictable than in countries with more developed institutional structures. Political or economic upheaval, inflation, changes in laws, nationalisation, or expropriation of assets may have a material effect on our operations in those countries.
Uncertainties remain over the outcomes of the UK's decision to exit from the European Union.
We actively monitor all countries and environments in which we operate. Regular formal and informal interaction with government officials, local communities and business partners assist us to remain abreast of changes and new developments.
The Boards have approved specific country risk premiums to be added to the required returns on investment projects in those countries where risks are deemed to be higher and new investments are subject to rigorous strategic and commercial evaluation.
Where we have large operations in higher risk locations, we maintain a permanent internal audit presence and operate asset protection units.
We are in the process of reviewing how we assess, monitor and manage risks in our supply chain, including the use of country-based risk assessment tools and databases.
Our geographic diversity and decentralised management structure, utilising local resources in countries in which we operate, reduces our exposure to any specific jurisdiction.
Medium to Low
Andrew King (Chief Financial Officer)
Our approach to financial risk management is set out in more detail in the Strategy review and Group financial performance. We aim to maintain an appropriate capital structure and to conservatively manage our financial risk exposures in compliance with all laws and regulations.
Despite ongoing short-term currency volatility and increased scrutiny of the tax affairs of multinational companies, our overall residual risk exposure remains similar to previous years, reflecting our conservative approach to financial risk management.
A strong and stable financial position increases our flexibility and provides us with the ability to take advantage of strategic opportunities as they arise.
Our ability to raise debt and/or equity financing is significantly influenced by general economic conditions, developments in credit markets, equity market volatility, and our credit rating.
Failure to obtain financing at reasonable rates could prevent us from realising our strategy and have a negative impact on our competitive position.
We operate a central treasury function under a board-approved treasury policy. We provide regular reporting to the Boards on our treasury management policies. Compliance with treasury policies at operating level is monitored by our central treasury function and we engage external advisors to review our central treasury function.
We aim to maintain an investment grade credit rating and we have access to a variety of sources of funding with varying maturities.
We operate in more than 30 countries and are thus exposed to the effect of changes in foreign currency rates. The impact of currency fluctuations affects us because of mismatches between the currencies in which our operating costs are incurred and those in which revenues are received.
Key operating cost currencies that are not fully offset by local currency denominated revenues include the South African rand, Polish zloty, Swedish krona, and Czech koruna; while the revenues generated in US dollar, Russian rouble and UK pound sterling are greater than operating costs incurred in those currencies.
In addition, appreciation of the euro compared with the currencies of the other key paper producing regions or paper pricing currencies, notably the US dollar, would reduce the competitiveness of the products Mondi produces in Europe compared with imports from such key paper-producing regions which could potentially lead to lower revenues and earnings.
We operate in a number of countries – all with different tax systems. We make significant intragroup charges, the basis for which is subject to review during tax audits.
In addition, the international tax environment is becoming more onerous, requiring increasing transparency and reporting and in-depth scrutiny of the tax affairs of multinational companies.
We fund our entities in their local currencies to minimise translation risk. This exposes us to interest rate risk from these currencies which we aim to manage through interest rate swaps and fixed rate borrowings.
Balance sheet exposure and material forecast future capital expenditure transactions are hedged. We do not permit speculative currency positions.
We do not hedge our exposure to projected future sales or purchases and our businesses respond to currency fluctuations through changes in selling prices or increasing the level of exports where competitiveness improves as currencies weaken.
Our strategic focus on sustainable value and driving performance along the value chain provides inherent cost advantages, protecting us from adverse currency fluctuations.
The Boards have approved the Group's tax policy. We aim to manage our affairs conservatively and our operations are structured tax efficiently to take advantage of available incentives and exemptions.
We have dedicated tax resources throughout the Group supported by a centralised Group tax team.
We obtain external advisory opinions for all major tax projects, such as acquisitions and restructuring activities, and make use of external benchmarks where possible.
Arm's length principles are applied in the pricing of all intra group transactions in accordance with Organisation for Economic Cooperation and Development guidelines.
Low
Peter Oswald (Chief Executive Officer), John Lindahl (Group Technical and Sustainability Director)
Our investments to improve our energy efficiency, engineer out our most significant safety risks, improve operating efficiencies, and renew our equipment continue to reduce the likelihood of operational risk events. However, the potential impact of any
investment in our people and commitment to the responsible use of resources.
such event remains unchanged.
A low residual risk tolerance is demonstrated through our focus on operational excellence,
Access to sustainable sources of raw materials is essential to our operations.
We have access to our own sources of wood in Russia and South Africa and we purchase wood, paper for recycling, pulp, and polymers for film production to meet our needs in the balance of our operations.
Wood prices and availability may be adversely affected by reduced quantities of available wood supply that meet our standards for Chain-of-Custody (CoC) certified or Controlled Wood and initiatives to promote the use of wood as a renewable energy source.
We are committed to acquiring our raw materials from sustainable, responsible sources and avoiding the use of any controversial or illegal supply. We are involved in multi-stakeholder processes to address challenges in meeting the global demand for sustainable, responsible fibre and we encourage legislation supporting the local collection of recycled materials.
The sustainable management of our forestry operations is key in managing our overall environmental impact, helping to protect ecosystems, and developing resilient landscapes. We have built strong forestry management resources in Russia and South Africa to actively monitor and manage our wood resources in those countries. We continue to certify our forests with credible external certifications.
We have multiple suppliers for each of our operations and our centralised procurement teams work closely with our operations in actively pursuing longerterm agreements with strategic suppliers. We have developed an internal monitoring and risk assessment system to understand and manage the performance of our suppliers and their adherence to our Suppliers' Code of Conduct.
We are working to improve our understanding and management of sustainability risks within our supply chain. We support the introduction of legislation to address human rights issues, such as the UK Modern Slavery Act 2015, and are committed to achieving more transparency in the supply chain to address the risks.
Mondi is a significant consumer of electricity which is generated internally and purchased from external suppliers.
Where we do not generate electricity from biomass and by-products of our production processes, we are dependent on external suppliers for raw materials such as gas, oil and coal.
Increasing energy costs contribute significantly to increasing chemical, fuel, and transportation costs which are often difficult to pass on to customers.
As an energy-intensive business, we face potential physical and regulatory risks related to climate change.
We have five major mills which account for approximately 75% of our total pulp and paper production capacity, and a significant consumer packaging manufacturing facility in Germany.
If operations at any of these key facilities are interrupted for any significant length of time, it could have a material adverse effect on our financial position or performance.
Accidents or incidents such as fires, explosions, or large machinery breakdowns or the inability of our assets to perform the required function effectively and efficiently whilst protecting people, business, the environment and stakeholders could result in property damage, loss of production, reputational damage, and/or safety incidents.
We operate in an environmentally high-impact sector and need to manage the associated risks and responsibilities.
Our operations are water, carbon and energy intensive; consume materials such as fibre, polymers, metals and chemicals; and generate emissions to air, water and land. We are the custodian of more than two million hectares of forested land. We consider potential impacts on constrained resources, loss of biodiversity and ecosystems negatively impacted by our forestry and manufacturing operations.
We are subject to a wide range of international, national and local environmental laws and regulations, as well as the requirements of our customers and expectations of our broader stakeholders. Costs of continuing compliance, potential restoration and clean-up activities, and increasing costs from the effects of emissions have an adverse impact on our profitability.
The impacts of climate change such as rising frequency and intensity of water shortages, floods and storms worldwide and pests and diseases also have the potential to impact on our operations and forests.
We operate large facilities, often in remote locations. Accidents/incidents cause injury to our employees or contractors, property damage, lost production time, and/or harm to our reputation.
Risks include: fatalities, serious injuries, illness, disease, and substance abuse.
We monitor our electricity usage, carbon emission levels and use of renewable energy. Most of our larger operations have high levels of electricity self-sufficiency.
We focus on improving the energy efficiency of our operations by investing in improvements to our energy profile and increased electricity self-sufficiency, while reducing ongoing operating costs and carbon emission levels.
Where we generate electricity surplus to our own requirements, we may sell such surplus externally. We also generate income from the sale of green energy credits in certain of our operations at prices determined in the open market.
We focus on optimising the use of biomass-based fuels in order to reduce our use of fossil-based energy sources.
Our capital investment programme supports the replacement of older equipment to improve both reliability and integrity, and our proactive repair and maintenance strategy is designed to improve production reliability and minimise breakdown risks.
We conduct detailed risk assessments of our high-priority equipment and have specific processes and procedures in place for the ongoing management and maintenance of such equipment.
We actively monitor all incidents and have a formal process which allows us to share lessons learnt across our operations, identify emerging issues, conduct benchmarking, and evaluate the effectiveness of our risk reduction activities.
Our Fire Protection programme is supported by independent loss prevention audits and we take out property insurance cover for key risks.
We ensure that we are complying with all applicable environmental, health and safety requirements where we operate. Our own policies and procedures, at or above local policy requirements, are embedded in all our operations and are supported through the use of externally accredited environmental management systems.
We focus on a clean production philosophy to address the impact from emissions discharge, and waste. We emphasise the responsible management of forests and associated ecosystems and protect High Conservation Value areas. We ensure that we manage our forests responsibly and implement measures to protect biodiversity.
We collaborate with stakeholders to contribute to addressing sustainability challenges such as creating a circular economy for plastics.
We undertake compliance assessments in relation to regulatory requirements such as the EU Industry Emissions and Energy Efficiency Directives to determine future investment requirements.
We have a goal of zero harm and aim to continuously advance our 24-hour safety mindset and safety culture. We continually monitor incidents and close calls and actively transfer learnings across our operations.
We apply an externally accredited safety management system and conduct regular audits of our operations to ensure our facilities remain fit-for-purpose.
We have implemented a project to engineer out the most significant risks in our operations supported by robust controls and procedures for operating those assets.
We provide extensive training to ensure that performance standards and practice notes are communicated and understood and our incentives are impacted by the non-achievement of safety milestones.
Strategic report
Overview
Our success is driven by our people. Key to our long-term success is attracting, retaining, recruiting and developing a skilled and committed workforce.
Access to the right skills, particularly management and technical skills is critical to support the performance and growth of our business. Operations in remote locations make attracting and retaining skilled employees challenging.
Losing skills or failing to attract new talent to our business has the potential to undermine our ability to drive performance and deliver on our strategic objectives.
Our culture and values play a key role in empowering and inspiring our people. These are highlighted by various Inspire programmes and collaboration initiatives throughout our operations. We have a zero tolerance policy towards discrimination and we provide equal opportunities for all employees.
To attract skills and talent we are investing in employer branding. We have implemented measures to monitor and manage succession planning, staff turnover, internal placements and training.
We are engaged in fair and transparent recruitment practices, and have reviewed and updated our diversity as well as our labour and human rights policies. We ensure competitive compensation levels through benchmarking and continue to support and invest in Group-wide as well as local training programmes.
We regularly conduct performance and development reviews at a local level and carry out a Group-wide employee survey approximately every two years.
Through a confidential reporting hotline, Speakout, employees can raise concerns about conduct that may be contrary to our values.
Risk tolerance:
Low
Andrew King (Chief Financial Officer)
Non-compliance with the legal and governance requirements and globally established responsible business conduct in any of the jurisdictions in which we operate and within our supply chain could expose us to significant risk if not actively managed. Failure to successfully manage relationships with our stakeholders could disrupt our operations and adversely impact the Group's reputation.
These requirements include laws relating to the environment, exports, price controls, taxation, competition compliance, human rights, and labour.
Fines imposed by authorities for non-compliance are severe and, in some cases, legislation can result in criminal sanction for entities and individuals found guilty.
Areas of weaker governance also present the challenge of addressing potential human rights issues in our operations and supply chain. The introduction of human rights legislation, such as of the UK Modern Slavery Act 2015 has further highlighted the need to identify and address potential risks of child labour, forced or bonded labour and human trafficking in our supply chain.
We have a zero tolerance approach to compliance risks. Our strong culture and values, emphasised in every part of our business, with a focus on integrity, honesty and
transparency, underpins our approach.
We operate a comprehensive training and compliance programme, supported by self-certification and reporting, with personal sanction for failure to comply with Group policies.
Our legal and governance compliance is supported by a centralised legal compliance team and is subject to regular internal audit review.
We engage with our stakeholders through formal and informal processes such as our Socio-economic Assessment Toolbox (SEAT) and Community Engagement Plans.
We have a confidential reporting hotline, Speakout, enabling employees, customers, suppliers, managers and other stakeholders to raise concerns about conduct that may be contrary to our values.
We increasingly work with our suppliers to identify and assess risks and promote responsible business conduct in the value chain.
Many of our operations are dependent on the availability of IT services and an extended interruption of such services may result in plant shutdown and an inability to meet customer requirements.
Cyber crime continues to increase and attempts are increasingly sophisticated, with the consequences of successful attacks including compromised data, financial fraud, and system shutdowns.
We have a comprehensive IT security policy approved by our Boards.
We conduct regular threat assessments and utilise external providers to evaluate and review our security policies and procedures.
Where possible, we have redundancies in place, our system landscape is based on well-proven products, and we have cyber crime insurance.
We operate an extensive training and awareness programme for all our users.
As part of the approval of this integrated report, the Boards have assessed the Group's prospects and viability. The Boards believe that the three-years to December 2020 is an appropriate period over which a reasonable expectation of the Group's longer-term viability can be evaluated.
In coming to this view, the Boards have considered the inherent volatility in commodity prices and exchange rates, the time taken for new investments in pulp and paper production capacity to be introduced into the market, typical new product development cycles, and the Group's capital structure. Given the strategic risks described above, the Boards believe that the ability to assess the Group's longerterm viability beyond this period becomes increasingly less predictable.
Mondi's geographical spread, product diversity, and large customer base mitigate potential risks of customer or supplier liquidity issues. Ongoing initiatives by management in implementing profit improvement initiatives, which include ongoing investment in operations, plant optimisation, cost-cutting, and restructuring and rationalisation activities, have consolidated the Group's leading positions in its chosen markets.
The Boards have considered the Group's current financial position, strategy and plans for the next three years, marking the end of the Group's formal planning horizon. The Group's budget and plan has been tested for severe, but plausible, downside scenarios linked to the Group's principal risks. These include lower packaging and uncoated fine paper prices and weaker demand. Given the Group's geographical spread, the potential impact of exchange rate fluctuations has also been evaluated, including a weaker US dollar/euro exchange rate and stronger emerging market currencies. Based on the results of these scenarios, the Boards are satisfied that the Group will be able to respond to such circumstances through various means which may include a reduction of capital expenditure and further rationalisation and/or restructuring, to ensure that the Group can continue to meet its ongoing obligations.
The Group meets its funding requirements from a variety of sources as more fully described in the financial statements. The Boards are satisfied that the Group will have sufficient liquidity to meet its needs over the planning horizon. In the scenarios evaluated, the Group remains within its key financial covenant ratio in terms of which its net debt to trailing 12-month underlying EBITDA ratio must not exceed 3.5 times.
Taking into account the Group's long-term strategy, the principal risks described above, and the results of the downside scenario assessments, the directors have a reasonable expectation that the Group remains viable over the period of the assessment.
The directors have reviewed the Group's budget, considered the assumptions contained in the budget, and reviewed the significant risks which may impact the Group's performance in the near term. These include an evaluation of the current macroeconomic environment and reasonably possible changes in the Group's trading performance.
The Group's financial position, cash flows, liquidity position, and borrowing facilities are described in the annual financial statements. At 31 December 2017, Mondi had €791 million of undrawn, committed debt facilities. The Group's debt facilities have maturity dates of between 1 and 8 years, with a weighted average maturity of 3.8 years.
Based on our evaluation the Boards considered it appropriate to prepare the financial statements on the going concern basis.
Accordingly, the Group continues to adopt the going concern basis in preparing the Integrated report and financial statements 2017.
Built on our past achievements and designed for our future success, our Growing Responsibly model is the framework through which we respond to our sustainability challenges and opportunities.
As one of the Group's strategic value drivers, it shapes our long-term response to sustainability issues and enables us to demonstrate, monitor and improve our sustainability performance in everything we do, across the entire value chain.
Growing Responsibly applies to all our operations Group-wide. It's designed to clearly articulate the business value of our sustainability efforts – to the ecosystems we rely on, to our business and to our stakeholders, including employees and contractors, customers, communities, suppliers and others.
The model covers 10 action areas which reflect those aspects of sustainability that are most relevant for Mondi and for our stakeholders. Within these action areas, we have made 16 public commitments which we aim to achieve by 2020, along with a carbon emissions reduction commitment which runs to 2030.
In addition to driving our response to sustainability issues most relevant to our business, these commitments demonstrate our positive contribution towards achieving the UN Sustainable Development Goals (SDGs) and other global initiatives. We have highlighted the strongest links between our key action areas and the SDGs on this page.
Online Sustainable development report 2017 www.mondigroup.com/sd17
We encourage sustainable, responsibly manufactured products and closer collaboration with our customers and partners.
Relationships with communities
UN SDGs
UN SDGs
UN SDGs
We aim to enhance our social value to communities through effective stakeholder engagement and meaningful social investments, using global frameworks that enable us to address local priorities.
We're taking steps to encourage
greater transparency and promote fair working conditions by developing a responsible, inclusive and sustainable supply chain.
We promote ecosystem stewardship to sustain services that our businesses and communities rely on through sharing best practices and continued, long-term collaboration with our stakeholders.
Our focus on operational excellence drives efficiency improvements to ensure responsible use of water, reduction of waste and emissions, the cascading use of wood and development of resource-efficient products.
UN SDGs
Sustainability performance
Our Growing Responsibly model continues to shape our long-term response to sustainability issues. With a firm focus on sustainability governance, the model's 10 action areas enable us to demonstrate, monitor and improve our sustainability performance.
Responsible governance is fundamental to building a resilient and successful organisation, one in which sustainability is embedded at all levels. Our Boards and committees provide the leadership necessary to implement the principles of good corporate governance across the Group, ensuring all decisions and actions are based on integrity, accountability, fairness and transparency. We aim to work openly and transparently with our stakeholders across the value chain, responding to their needs to create an inclusive and fair business. Robust policies, standards and management systems help us meet our commitments and guide our businesses to address risks and opportunities.
Our Sustainable Development Governance Policy supports our overall approach and is further supported by the following policies, which apply to all our owned and managed operations:
www.mondigroup.com/sustainability/ governance-of-sustainability
These include some of our longer-term sustainability commitments and inform the setting of targets and commitments for each new period. The policies have helped us to standardise our performance, improve according to best practice and identify gaps, operate more efficiently and responsibly, and engage our employees to understand our principles.
We apply due diligence processes to our practices and performance to ensure alignment with our policies. These include: monthly and annual monitoring of our operations' sustainability performance and regular reporting to the sustainable development committee; active and voluntary use of external assurance and verification of our external sustainability reporting; internal audits to monitor operations' adherence to our standards; training and communication on current and future regulatory requirements and material sustainability issues; and the use of externally certified standards at operational and Group level.
We updated and restructured our sustainable development policies in 2016 with the support of the DLC sustainable development committee, relevant Mondi teams and external experts. Policy developments were informed by current best practice and aligned with our Growing Responsibly model. In 2017, we undertook another review to ensure that our policies met the requirements of the UK Modern Slavery Act 2015.
The Boards approved a new version of the Group's diversity policy in 2017.
Our consistent efforts in sustainability performance have received recognition by a number of external corporate ratings and rankings. Some of these are included below.
e Joined 2015
e Ranked sixth FTSE100 in 2017
e Member since 2012
e Indices UK 20
e GOLD recognition level
e Member since 2008
To ensure the safety and health of our employees and contractors, and to complement our rigorous safety procedures and controls at Mondi, our focus this year has been on introducing a 24-hour safety mindset across the Group. Only when safety becomes an unconscious behaviour 24 hours a day will we be able to ensure our people get to work safely, and home safely, every day.
We were deeply saddened to have had two fatalities in 2017, and one employee missing (presumed deceased) in our Syktyvkar (Russia) operation during preparation for river bank cleaning activities. In February, a contractor lost his life in our South African forestry operations following a timber vehicle incident and, in August, an employee lost his life in our Tire Box operation (Turkey) during electrical fault finding activities at a bundle-strapping machine. We also regret that we had three life-altering injuries during the year: an employee lost four fingers at our Ascania operation (Germany) when coming into contact with rotating equipment; a contractor lost sight in one eye after an angle grinder disc broke during the annual shut at our Syktyvkar mill; and another contractor had a partial finger amputation at our Frantschach mill (Austria) when coming into contact with rotating parts of a vacuum dust extraction unit during housekeeping activities. We had 217 recordable cases in our operations in 2017 (2016: 237). This equates to a TRCR of 0.60, a 21% reduction compared to our 2015 baseline of 0.76 (adjusted to include acquisitions). Investigations into all the above incidents were conducted to identify the causes and contributing factors in order to prevent similar incidents from happening again.
Our risk-based approach is central to how we manage safety and health. Every operation has and continues to identify their top risks and develops management plans to engineer them out of the business. Where the latter is not feasible or possible, robust controls and procedures are introduced to reduce the risks. In 2017, the second phase of work commenced to identify and address the next set of top risks in each operation. Our new Task Risk Management Methodology provides a practical, easy to understand approach to conducting pre-task risk assessments. We also finalised and rolled out a new Permit to Work methodology.
In addition to conventional safety metrics such as TRCR which measure past safety performance ('lag' indicators), we use 'current' and 'lead' indicators. Current indicators measure the degree to which safety has been institutionalised and how well our management systems have been executed, for example management risk-focused audits. Lead indicators concentrate on issues that are key to successful safety performance, such as action tracking, critical safety training and the revision of risk assessments using our new Task Risk Management Methodology. Performance against current and lead indicators form part of our senior managers' bonus scheme, with targets assigned to each indicator as part of the annual performance and development review (PDR) process.
We promote awareness of diseases such as HIV/AIDS, diabetes and tuberculosis by encouraging testing, counselling and treatment. In 2017, 3,530 employees and contractors (2016: 3,273) participated in the HIV/AIDS voluntary programme in our South African operations, with 3,307 opting for testing (2016: 2,047). The higher participation and testing in 2017 was due to Mondi's support of efforts to increase HIV/ AIDS testing in South Africa. In addition, we offer health and wellbeing facilities and wellness programmes at many locations, for example our wellness centre at Syktyvkar and the Štětí (Czech Republic) 'Mondi (for) Life' initiative, which promotes sports, health and recreation.
e Engage with our people to create a better workplace
With around 26,300 employees across 31 countries, our culture aims to inspire, engage and develop all our people to reach their full potential and ensure our business continues to grow and succeed. Employee engagement is integral. By hearing, respecting and responding to what our people say, we inspire them to deliver our Group strategy. We use both formal and informal processes to communicate and engage with employees together with regular PDRs conducted at a local level.
Mondi has formal and informal processes to communicate with and engage employees across the Group. In addition to electronic communication and publications, regular local briefing sessions by managers focus on safety, operational objectives and performance, financial performance and the Group's values and culture. We also conduct regular PDRs at a local level. Our Group-wide employee survey is designed to consult employees on specific issues and track our progress.
Our last Group-wide employee survey, conducted in November 2015, was completed by 90% of employees. Detailed outcomes were reported in 2016 and resulting actions have included:
Progress on these and other locally important actions is tracked in a dedicated database and reported at site level. We also conducted internal surveys and three 'pulse check' surveys in our larger mills to track the progress on our actions. In 2017 we started with 'integration' surveys in our newly acquired operations. Working with an external partner, we ran seven such surveys to receive feedback from our new employees on the integration process and to identify opportunities to strengthen their engagement. In January 2018, we launched our next global employee survey and we will report on the results in our 2018 report.
Annual PDRs are mandatory for all office employees and line managers, including shift leaders. We use 360º feedback to allow managers to understand how employees perceive their behaviour and to identify areas for improvement. Senior leaders and line managers with at least three direct reports receive 360º feedback every three years. New leaders receive 360° feedback around six to eight months from being appointed. In 2017, we expanded this opportunity to include a wider group of employees across the business, with a total of 358 employees having received 360° feedback during the year.
Personal development and training enhance the skills of our people and enable them to be personally accountable for upholding our principles and policies. Our induction process includes training related to our business, products and strategic value drivers, as well as our approach to sustainable development. Training is designed to empower employees and support diversity, particularly gender diversity – for example success management training with a focus on career strategies for higher management positions and career development training for young female employees. Employees in sales and marketing roles and those in positions that have, or may have, contact with competitors also complete competition compliance training.
In 2017, we devoted around 829,900 hours of employee and contractor time to training and development (2016: 790,000 hours). Roughly 37% of this training was dedicated to safety and health issues (2016: 38%). This figure does not include informal and on-the-job training, where much of our employee learning takes place.
The Mondi Academy is our global training facility, providing core business-related training programmes to leaders, line managers and other employees. It offers high-quality training, networking and knowledge-sharing opportunities with a focus on general management, strategy, and sales and marketing. Along with other Group-wide training networks and local academies in Czech Republic, Poland, Russia, Slovakia and South Africa (which adhere to Group quality standards), it plays a key role in employee development. In 2017, 148 seminars and training modules were delivered to 1,180 participants at The Mondi Academy in Austria, along with participants in Mondi academies in Russia totalling 2,400; Slovakia 3,633; Czech Republic 298; Poland 336; and South Africa 452.
In 2017, we created a new sustainable development training module. Initially targeted at our leadership and management teams, it is structured around the 10 Growing Responsibly action areas. It covers increasingly important global issues such as business and human rights, including our response to the UK Modern Slavery Act. The training will be used as part of our induction and leadership development programme going forward. We also plan to roll out a modified version in 2018 for different employee groups with a focus on how sustainability issues relate to specific functions and roles within Mondi.
e Promote fair working conditions in the workplace
A diverse workforce inspires innovation and creativity and enables us to meet the needs of a wide range of stakeholders. Our objective is to engage, involve and inspire everyone who is part of the Mondi Group as we strive to create an inclusive environment where differences are valued and embraced. We have a zero tolerance policy towards discrimination and harassment, promote fair working conditions and uphold high standards of employment and human rights. Although labour and collective bargaining practices differ from country to country, basic rights and fair employment standards (including fair wages1 ) apply throughout the business. They are managed locally, guided by Group policies and standards.
Our policy is to treat everyone – including all our employees and contractors, whether part-time, full-time or temporary – fairly and with respect, irrespective of origin, nationality, disability, sexual orientation or gender. Opportunities for employment, engagement, promotion, training and any other benefit are based on skills and ability. We monitor gender diversity across the business and both gender and regional diversity among our senior management. We undertake a range of activities to increase the representation of women and all races at all levels. Where possible and appropriate, we provide cultural training and local coaches for employees posted to new countries to promote cultural diversity.
In 2017, we updated our diversity policy to reflect our increasing focus on diversity, taking into account evolving regulatory requirements and stakeholder expectations. The updated policy was informed by the Hampton-Alexander Review2 , which recommends that boards, as well as executive committees and their direct reports combined, should be 33% women by 2020.
Overview
1 Ensuring that wages paid for a standard working week shall at least meet legal or industry minimum standards and shall always be sufficient to meet the basic needs of our employees and to provide some discretionary income
We consider applications for employment in a fair and balanced way, seeking to cater for individual requirements, disabilities and needs. Group policy ensures training, career development and promotion is consistent and fair, including for people with disabilities as far as is possible. In the event of an employee suffering a lifealtering or life-threatening injury at work, we facilitate appropriate medical treatment and rehabilitation. Every effort is made to support their continued employment with Mondi.
At the end of 2017, we had two female directors representing 25% of the composition of the Boards and one director of colour. During 2017, we also reported to the Hampton-Alexander Review that as at 30 June 2017 we had approximately 27% female representation across our executive committee and its direct reports. While the number of women on our executive committee has increased during the course of 2017, there is still further work required if we are to make progress towards 33%. One of our South African based Board members came from a historically disadvantaged community and 57% of our management team in South Africa were previously disadvantaged individuals (PDI) (2016: 47%).
| Gender diversity 2017* | Male | % Female | % | |
|---|---|---|---|---|
| Directors | 6 | 75 | 2 | 25 |
| Senior leaders | 286 | 92 | 24 | 8 |
| Employees | 20,188 | 78 | 5,701 | 22 |
* As at 31 December 2017
The UN Guiding Principles on Business and Human Rights provides an effective framework for business. We're strengthening our monitoring and reporting of potential human rights issues in our operations and supply chain. The Group's Labour and Human Rights Policy states that we do not tolerate forced or child labour, human trafficking, modern slavery or any other violation of human rights in our own operations or in our supply chain. With legislation increasingly holding businesses to account, the DLC sustainable development committee is responsible for ensuring that the Group upholds those principles and responds appropriately.
Activities in 2017 include a project to identify our human rights risks and better integration of sustainability criteria relating to labour and human rights in our Supplier Relationship Management (SRM) system, fibre procurement due diligence and audit processes, purchasing policies, Code of Conduct for Suppliers, and audit protocols. We report annually on our compliance with the 10 principles of the United Nations Global Compact (UNGC)3 .
To continue to build awareness, our new training module on sustainable development places special emphasis on human rights and our response to the UK Modern Slavery Act of 2015. A more targeted training and awareness raising campaign on the risks of modern slavery in global supply chains was designed in 2017 for roll-out to employees via our intranet platform and other channels in 2018.
We support the Modern Slavery Act and its requirement for commercial organisations to prepare an annual slavery and human trafficking statement. We published our first statement in June 2017, outlining the steps we have taken, and plan to take, to ensure that slavery and human trafficking are not present in our business activities or supply chain. We updated our sustainability policies in 2016, including the addition of a new supply chain and responsible procurement policy, and the expansion and update of our labour and human rights policy to address the increasing importance of human rights issues in business supply chains. In 2017, we undertook another review to ensure our policies met the requirements of the UK Modern Slavery Act 2015. The next update of our policies is scheduled for 2018 along with an update of Operating Standards, including those related to supply chain and procurement, and labour and human rights.
3 A UN policy initiative that aligns businesses with 10 universally accepted principles in the areas of human rights, labour, environment and anticorruption
2 An independent review body which builds on the work of the Davies Review to increase the number of women on FTSE boards and includes a focus to improve women's representation in senior leadership positions
Wood fibre is one of our primary raw materials and we work hard to provide the best assurance for our stakeholders that the fibre we use comes from responsible sources. We combine forest certification with risk assessment processes as part of our Due Diligence Management System (DDMS). Our long-term aim is to increase the proportion of our fibre from credibly certified sources and to support efforts to increase its longterm availability in the supply chain.
We maintain FSC certification of all our South African forests as well as FSC- and PEFC- certification of our Russian forests. In high-risk countries4 , we source wood only from FSC-certified forests or Controlled Wood sources. We do not source wood or products from sources that involve any of the following: violation of national and international legislation; violation of traditional and human rights; destruction of high conservation values, conversion of forest lands to plantations or non-forest use; introduction of genetically modified trees; or violation of any of the International Labour Organization (ILO) Core Conventions. None of our sourcing contributes to illegal logging or deforestation and we don't use tropical species or those listed by the Convention on International Trade in Endangered Species (CITES).
In 2017, 71% of our total procured wood was certified to FSC or PEFC (2016: 67%), with 93% of our externally procured pulp from FSC- or PEFC-certified sources (2016: 89%).
All our mills, with the exception of Pine Bluff (US), are certified to FSC and/or PEFC CoC standards.
We will extend and update our DDMS in 2018 so that it not only addresses the requirements of the European Union Timber Regulation (EUTR) but also the US Lacey Act and the Australian Illegal Logging Prohibition Act. Our revised DDMS will also include all our paper converting operations.
Our approach to responsible fibre procurement works hand in hand with our commitment to maintaining biodiversity and ecosystem services in our forestry operations. We focus on maintaining an effective network of High Conservation Value (HCV) areas and priority ecosystems, and on imitating natural dynamics for key types of ecosystems where possible. Our approach is defined in our Ecosystem Management Plans (EMPs), which form the basis for developing forest management plans. We have set aside about 25% of all our owned and leased land for conservation purposes. Our conservation network includes HCV areas, corridors and patches of natural ecosystems, and habitats of rare and endangered species.
In 2017, we signed an agreement with WWF Russia and local NGO, Silver Taiga Foundation, which summarises and supports the results of 10 years of collaboration in developing an inventory of Intact Forest Landscapes in the Komi Republic and adjacent territories. It is the first landscape-level agreement to depict core areas beyond boundaries or forest management units, and for an unlimited period of time.
We continue to advocate the importance of Controlled Wood as a minimum standard in the wood and fibre supply chain. Controlled Wood is integral to our ongoing commitment to increase the proportion of certified fibre used. It's our minimum requirement for procuring fibre-based products that are not certified and, with most of the world's forests still uncertified, Controlled Wood from acceptable sources is an important tool for managing the supply-demand dynamics of available responsible fibre.
4 We define high-risk countries using various filters, including: Global Forest Registry, Corruption Perception Index, and other relevant indices where necessary, as part of Mondi's Due Diligence Management System
e Reduce specific CO2e emissions from our pulp and paper mills by 15% by 2030 against a 2014 baseline
Our approach to climate change addresses both the risks and the opportunities in transitioning to a low carbon economy. Key focus areas include energy optimisation programmes, increasing the use of renewable biomass-based fuels, and increasing electricity self-sufficiency.
Climate change can adversely impact our operations and disrupt our supply chain through increased frequency and intensity of water shortages, floods, storms and rising sea levels, as well as forest fires, pests and diseases that impact on our forest assets and fibre sourcing. The price of carbon and uncertainties over future carbon regulation and taxation, as well as energy availability and affordability, can also affect our industry. We believe that a strategic climate approach delivers wider business benefits. By prioritising investments in technology and equipment, we increase energy efficiency, renewable
energy generation and energy selfsufficiency across our operations. This, in turn, reduces our dependency on external power suppliers and associated risks. Other opportunities and benefits of reducing our carbon intensity and increasing our use of biomass-based renewable energy include financial savings and additional revenue from the sale of green electricity to local communities and municipalities in the areas where our pulp and paper mills operate. Eight of our pulp and paper mills are located in the EU and are covered by the EU Emissions Trading Scheme (EU ETS).
We are currently reviewing the recommendations of the Task Force on Climate-related Financial Disclosures and will respond to the recommendations as part of our annual carbon disclosure to CDP5 and in our annual Sustainable Development and Integrated Reports. This includes evaluating the scenario analysis requirements for quantifying the financial impacts and benefits of climaterelated risks and opportunities.
In 2017, total energy use by our mills was 151.6 million GJ (2016: 153.1). 93.1 million GJ was consumed for pulp and paper core processes in the form of heat and electricity at our operations (2016: 93.2), 8.4 million GJ of heat and electricity was sold to the local grids (2016: 10.0), with total energy sales including green fuel amounting to 10.1 million GJ (2016: 11.6), and we purchased 5.2 million GJ electricity from external sources (2016: 6.3). The electricity self-sufficiency of our mills stood at 96% in 2017 (2016: 98%) mainly due to the reduction of energy sales. The contribution of biomass-based renewable energy sources to the total fuel consumption of our mills increased from 59% in 2014 to 65% in 2017.
Scope 1 emissions7 of our mills8 totalled 3.8 million tonnes CO2e (2016: 4.1). This equated to 0.61 tonnes CO2e per tonne of saleable production (2016: 0.65). We increased our mills' Scope 2 emissions9 from 0.67 million tonnes CO2e in 2016 to 0.69 in 2017, equating to 0.11 tonnes per tonne of saleable production (2016: 0.11). All our mills use market-based factors for reporting Scope 2 emissions. Our reported CO2e figures do not include any carbon off-setting.
In 2017 our specific GHG emissions from production and energy sales were 0.72 tonnes CO2e per tonne of saleable production, achieving our target of 15% reduction against a 2014 baseline10. We have adopted a new science-based target to reduce our production related GHG emission intensity to 0.25 tonnes of CO2 per tonne of saleable production by 2050 against a 2014 baseline of 0.59.
2 Progress against 2030 commitment is calculated excluding Raubling mill from 2014 based on 0.844 (2014) and 0.717 (2017)
The Scope 1 emissions of our converting operations totalled 0.15 million tonnes CO2e in 2017 (2016: 0.14). Their Scope 2 emissions totalled 0.27 million tonnes CO2e (2016: 0.25). Our converting operations contributed 28% of the Group's total Scope 2 emissions (2016: 27%).
To achieve our climate goals, we make targeted energy-related investments across our pulp and paper mills, mainly through recovery boilers that utilise the biomass residues of our pulp making process.
Our indirect emissions (Scope 3) arise from transportation of products and raw materials, employee commuting, business travel, fuel, and raw materials production. In 2017, our Scope 3 emissions were estimated to amount to 3.01 million tonnes CO2e (2016: 2.98).
Using resources wisely and managing environmental impacts has been a long-term driver of Mondi's sustainable growth. Our business is natural resource-intensive. The efficient use of these resources makes good business sense and delivers environmental and social benefits.
Given the critical importance of water to our business, to local communities and to other stakeholders, we strive to manage our water use wisely and efficiently – especially in water stressed regions. We've committed to reducing the specific contact water consumption of our pulp and paper mills by 5% by 2020, against a 2015 baseline. In 2017, we achieved a reduction of 3.3%10 against the 2015 baseline, with specific contact water consumption at 32.8 m3 per tonne of saleable production (2016: 33.0).
Drought conditions in South Africa remain a concern and we continue to look for opportunities to improve water security in the areas where we operate. We have focused on reducing our water consumption in our South African operations, in particular in our Richards Bay mill. In 2017, we achieved a 27% reduction in specific contact water consumption against a 2015 baseline at our Richards Bay mill. Overall, our South African mills reduced their specific contact water consumption by 16% in 2017 against a 2015 baseline.
In 2017, the WWF-Mondi Wetlands Programme was renamed the WWF-Mondi Water Stewardship Partnership, reflecting its broadening focus on catchment-based water stewardship. We conducted water stewardship assessments for our Richards Bay mill and plantations in South Africa against the international Alliance for Water Stewardship Standard (http://a4ws.org). This sets out to provide a globallyapplicable framework for major water users to understand their water use and impacts. We are now using the outcomes to investigate meaningful, cost-effective improvements to our management system to meet the core requirements and to advance some of the requirements of the standard.
We've committed to reducing the specific total waste we send to landfill by 7.5% by 2020, against a 2015 baseline. In 2017, we sent 30.8 kg of waste to landfill per tonne of saleable production (2016: 33.1). This 7% reduction against 2016 and 18% reduction against the 2015 baseline was mainly achieved through further progress at our Świecie mill in converting waste to energy instead of landfilling and through lower ash generation due to reduced coal consumption at our Richards Bay mill.
We aim to reduce emissions to air from our production processes. Reducing emissions of malodourous gases (monitored as total reduced sulphur (TRS) compounds) from kraft pulp mills is a particular focus as they can create an odour nuisance for local communities.
We've reduced TRS emissions significantly since 2004, mainly by investing in new boilers and by burning off-gases containing these substances. In 2017, we emitted 56 tonnes of TRS (2016: 52), a 21% decrease compared with 2015 (71) and 8% increase against 2016 due to instabilities at our recovery boilers at our Dynäs mill (Sweden) and our Richards Bay mill. In 2017, our SO2 emissions were 1,447 tonnes (2016: 1,985). We set a new commitment in 2015 to reduce our specific NOx emissions by 7.5% by 2020 against a 2015 baseline. In 2017, our specific NOx emissions amounted to 1.8 kg per tonne of saleable production (2016: 1.9), a reduction of 13% against 2015 levels. We emitted 921 tonnes of particulates (fine dust emissions) in 2017 (2016: 963), a 4% reduction compared with 2016.
Water that has been used in production is treated in waste water treatment plants before it is released back into the natural environment. We have reduced our specific COD after waste water treatment to 6.9 kg per tonne of saleable production (2016: 7.0), a 8.7% reduction against 2015. This represents an excellent performance against our commitment to reduce specific COD by 5% compared to a 2015 baseline. It was mainly achieved through the start up of the new waste water treatment plant at our Świecie mill and the ongoing modernisation of the waste water treatment plant at our Syktyvkar mill in 2017.
e Enhance social value to our communities through effective stakeholder engagement and meaningful social investments
We play an important role in the communities where we operate – from creating employment and business opportunities to paying taxes and investing in local infrastructure. Our Socio-economic Assessment Toolbox (SEAT) process supports our pulp and paper mills and forestry operations to ensure open and transparent dialogue with our local communities.
SEAT assessments feed into Community Engagement Plans that help to focus all community engagement, initiatives and investments towards the right priorities for local communities and our business.
We base our community investment decisions on the principles of sustainable development, considering the needs of the community, our business objectives and the potential effectiveness of projects.
Our investments in 2017 totalled €9.6 million and contributed to outcomes including: building healthier communities and improving their future prospects; securing our supply chain; strengthening our local relationships; engaging our employees; and strengthening the Mondi brand. We are developing our 'Impact Pathway' methodology to assess the holistic outcomes, impacts and value created by investments.
Mondi's code of business ethics sets clear standards that ensure we conduct business to a high ethical standard, build trust with stakeholders, and comply with all applicable laws and regulation across the Group. It is based on a number of voluntary codes and guidelines and comprises five principles under the following headings: legal compliance; honesty and integrity; human rights; stakeholders; and sustainability.
Detailed application of the code is documented in Mondi's policies and procedures, in particular the business integrity policy, which addresses Mondi's zero tolerance approach to bribery and corruption. There is a clearly defined process for reporting violations, with the Group Chief Executive Officer, Group Chief Financial Officer and Group Head of Internal Audit being notified in all instances. Regular training is provided to all relevant employees and compliance with the policy is monitored by the audit committee.
The directors believe that the Group has robust compliance procedures in place in relation to the code and are not aware of any material non-compliance with the code.
We have rigorous internal processes to facilitate the reporting, investigation and resolution of any issues.
Speakout, our confidential hotline operated by an independent third party, is the primary tool through which employees and other stakeholders can raise concerns. During 2017, we received 120 Speakout messages (2016: 335) relating to 74 cases (2016: 76 cases). These covered a number of topics; in particular the reporting of HR-related concerns, potential business irregularities and perceived fraudulent activities. The number of messages decreased in 2017 due to multiple messages for some cases in 2016.
e Promote ecosystem stewardship in the landscapes where we operate through continued multi-stakeholder collaboration
We promote ecosystem stewardship to sustain services that our businesses and communities rely on by sharing best practices and continued, long-term collaboration with our stakeholders.
e Encourage supply chain transparency and promote fair working conditions together with our key suppliers
We're taking steps to encourage greater transparency and promote fair working conditions by developing a responsible, inclusive and sustainable supply chain.
Online sustainable development report 2017
e Encourage sustainable, responsibly produced products
We encourage sustainable, responsibly manufactured products and closer collaboration with our customers and partners.
Governance
Overview
Strategic report
Sustainability performance
Given the scale and nature of the challenges we face, it's only by working together that we will achieve the impact, innovation and scale necessary to bring about change. This motivates us to collaborate with others, building our shared understanding of sustainability issues – both the challenges and the opportunities – and developing the best solutions, together.
With more and more people wanting to make responsible purchasing choices, consumer interest in the sustainability criteria of products and services is greater than ever. This is driving demand for increased transparency across the whole value chain as well as opportunities to collaborate with our customers to deliver innovative, sustainable paper and packaging solutions.
We engage with our suppliers to develop practical, risk-based solutions to the social and environmental challenges we all face across the value chain, to promote fair working conditions, and to deliver innovative, sustainable products and solutions.
There is wide and growing recognition among the investment community of the links between sustainable operations and long-term financial success. We've seen increasing interest in our sustainability performance by investors and ESG analysts in recent years. We are part of the FTSE4Good Index Series and the JSE's Socially Responsible Investment (SRI) Index. We regularly share our sustainability performance and take feedback from investors and analysts to inform our reporting and management practices.
Ongoing, transparent dialogue with our communities helps us to address challenges, understand and manage our risks, generate opportunities and improve our business performance. To understand where our impacts lie and what our stakeholders expect, we use several different approaches, notably our formal SEAT process. We also carry out impact assessments of our voluntary community investments and programmes to determine the effectiveness, value and success of our interventions.
Open and honest dialogue is crucial. Alongside day-to-day management contact, we engage in discussions and feedback about our values and culture – as expressed in the Mondi Way. Informal channels of communication and formal surveys give our employees a voice to help us understand their concerns and improve our performance. There are a number of performance-related pay schemes that reward employees for the pursuit and achievement of business objectives, and the majority of our employees participate.
We believe in global partnerships that help bring about change, sustainability and scale. We work closely with others to maximise the shared value we create, contributing to multi-stakeholder collaborations that seek sustainable solutions along the entire value chain. Our collaborations and memberships include, among others:
Strategic report
Overview
Group financial performance
With our strong cash flow generation and robust financial position, we are well positioned to take advantage of new opportunities.
| € million | 2017 | 2016 | % change |
|---|---|---|---|
| Group revenue | 7,096 | 6,662 | 7% |
| Underlying EBITDA | 1,444 | 1,366 | 6% |
| % margin | 20.3% | 20.5% | |
| Depreciation, amortisation and impairments | (426) | (385) | |
| Underlying operating profit | 1,018 | 981 | 4% |
| % margin | 14.3% | 14.7% | |
| Net finance costs | (71) | (101) | |
| Net profit from equity accounted investees | 1 | 1 | |
| Underlying profit before tax | 948 | 881 | 8% |
| Underlying tax charge | (181) | (166) | |
| Total non-controlling interests | (43) | (48) | |
| Underlying earnings | 724 | 667 | 9% |
| Special items (after tax and non-controlling interests) |
(53) | (29) | |
| Profit after tax and non-controlling interests |
671 | 638 | 5% |
| Basic earnings per share (euro cents) | 138.6 | 131.8 | 5% |
| Underlying earnings per share (euro cents) |
149.5 | 137.8 | 8% |
| ROCE % | 19.7% | 20.3% |
1 Alternative Performance Measures are defined in note 33, and where relevant reconciled to IFRS in the notes to the combined and consolidated financial statements
| € million | 2017 | 2016 |
|---|---|---|
| Property, plant and equipment | 3,962 | 3,788 |
| Goodwill | 698 | 681 |
| Working capital | 899 | 799 |
| Other assets | 529 | 532 |
| Other liabilities | (723) | (721) |
| Net assets excluding net debt | 5,365 | 5,079 |
| Equity | 3,714 | 3,392 |
| Non-controlling interests in equity | 325 | 304 |
| Net debt | 1,326 | 1,383 |
| Capital employed | 5,365 | 5,079 |
Group revenue of €7,096 million was up 7% on the prior year. Excluding the impact of acquisitions, revenue was up 4% due to higher average selling prices across all our businesses. While volume growth in the paper businesses, Packaging Paper and Uncoated Fine Paper, was limited due to capacity constraints, we saw good growth in Fibre Packaging, most notably in Corrugated Packaging which achieved likefor-like growth of around 6%. Volumes in Consumer Packaging were impacted by a combination of the ongoing challenging trading conditions and a targeted approach to exiting lower margin business.
Underlying operating profit of €1,018 million was up 4% on the prior year. Higher selling prices and marginally higher volumes more than offset higher operating costs, a lower fair value gain on forestry assets (down €21 million year-on-year), the impact of maintenance shuts (up €20 million year-on-year) and negative currency effects (estimated around €32 million). After taking into consideration the impact of special items of €61 million (2016: €38 million), operating profit of €957 million was up 1% (2016: €943 million).
In 2017, the special item charge comprised the following by business unit:
of the restructuring of this business. Recognition of a €1 million gain on the release of a restructuring and closure provision following the finalisation of a release liner plant closure in the US.
e Uncoated Fine Paper: restructuring costs of €7 million and related impairment of €8 million following the closure of a newsprint machine at our Merebank mill (South Africa).
Packaging Paper benefited from higher average selling prices across all key grades only partly offset by higher costs and negative currency effects. In our Fibre Packaging business, strong volume growth and higher average selling prices were more than offset by higher packaging paper input costs, negative currency translation effects and ongoing restructuring costs related to our initiatives to optimise our Industrial Bags network. We continue to make good progress in Consumer Packaging despite the difficult trading environment, with improved product mix and a positive contribution from acquisitions more than offsetting lower volumes, marginally higher fixed costs and negative currency effects. In Uncoated Fine Paper, higher average selling prices
and stable volumes during the period were offset by the lower forestry fair value gain and higher costs.
The impact of maintenance shuts on underlying operating profit in 2017 was around €95 million (2016: €75 million), slightly above our previous expectation of €90 million. Based on prevailing market prices, we estimate that the impact of maintenance shuts on underlying operating profit in 2018 will be around €110 million, of which the first half effect is estimated at around €55 million (2017: €40 million). This includes the effects of a prolonged shut at our Richards Bay facility (South Africa) following a technical incident in mid-February which halted production for three weeks longer than was planned for the annual maintenance shut.
We saw input cost inflation across our businesses as a consequence of a general rise in commodity prices and the economic upturn in many of the markets in which we operate. Wood costs were generally higher in local currency terms in central Europe and Russia, compounded by stronger emerging market currencies when translated into euros.
Wood supply was disrupted in northern and central Europe due to wet weather conditions during the fourth quarter of 2017 and into the first quarter of 2018. While the situation is expected to normalise as weather conditions improve, any prolonged disruption is likely to have a negative impact on logistics costs and wood availability in the region in the short term. Average benchmark paper for recycling costs were up around 12% on 2016. Prices increased during the first three quarters of the year on the back of strong demand, but declined sharply during the fourth quarter due to lower demand from China following policy changes affecting paper for recycling imports. Energy input costs were higher than the prior year due to higher average crude oil and gas prices. Polyethylene prices were stable year-on-year, with slightly lower average prices during the second half. Labour costs were higher, particularly in central and eastern Europe, Russia and South Africa. Looking forward, rising commodity input costs, temporary wood supply disruptions in northern and central Europe and the ongoing economic growth and related inflationary pressures in a number of regions in which we operate are expected to continue to put upward pressure on our cost base.
Overview
| € million | 2017 | 2016 | % change |
|---|---|---|---|
| Net debt | 1,326 | 1,383 | 4% |
| Average net debt | 1,376 | 1,476 | 7% |
| Net interest expense1 (before capitalised interest) |
61 | 92 | 34% |
| Effective interest rate | 4.5% | 6.2% | |
| Committed facilities | 1,987 | 2,497 | |
| Of which undrawn | 791 | 812 | |
| Net (bank overdraft)/cash position | (66) | 377 | |
| Net debt to 12-month trailing underlying EBITDA (times) |
0.9 | 1.0 |
1 Interest expense on bank overdrafts and loans net of investment income
Cash generated from operations of €1,325 million (2016: €1,401 million), including the impact of an increase in working capital, reflects the continued strong cash generating capability of the Group.
Working capital as a percentage of revenue was 12.7%, marginally up on the prior year (12.0%). The net cash outflow from movements in working capital during the year was €122 million (2016: inflow of €68 million).
We paid dividends of €273 million to external shareholders (2016: €274 million). Interest paid of €83 million (2016: €82 million) was in line with the prior year.
In 2017, capital expenditure amounted to €611 million (2016: €465 million) and we completed the acquisition of Excelsior Technologies Limited with a total purchase price, on a debt and cash-free basis, of €40 million.
In April 2017, we paid the final coupon and redeemed the 5.75% 2017 €500 million Eurobond on maturity.
Capital employed is managed on a basis that enables the Group to continue trading as a going concern, while delivering acceptable returns to shareholders. We are committed to managing our cost of capital by maintaining an appropriate capital structure, with a balance between equity and net debt.
Our capital employed is used to fund the growth of the business and to finance our liquidity needs. The primary sources of funding set out below provide us with access to diverse sources of funding with various debt maturities.
Our short-term liquidity needs are met through our €750 million Syndicated Revolving Credit Facility and we seek to minimise the amount drawn on this facility.
The Group's liquidity position remains robust. At the end of the year, €791 million of our €2.0 billion committed debt facilities remained undrawn. The weighted average maturity of our Eurobonds
and committed debt facilities was 3.8 years at 31 December 2017. Gearing at 31 December 2017 was 24.7% and our net debt to 12-month trailing underlying EBITDA ratio was 0.9 times, well within our key financial covenant requirement of 3.5 times.
In the second half of the year, Moody's Investors Service upgraded the Group's credit rating from Baa2 to Baa1 (stable outlook). Our BBB credit rating from Standard & Poor's was reaffirmed and put on positive outlook during the year.
Net debt at 31 December 2017 was down €57 million at €1,326 million (2016: €1,383 million), reflecting our strong cash generating capacity despite our ongoing capital expenditure programme.
Net finance costs of €71 million were €30 million lower than the previous year, primarily due to the repayment in April of the 5.75% 2017 €500 million Eurobond and lower average net debt. Average net debt of €1,376 million was 7% lower than the prior year and our effective interest rate was 4.5% (2016: 6.2%).
€ million
Our multi-national presence results in exposure to foreign exchange risk in the ordinary course of business. Currency exposures arise from commercial transactions denominated in foreign currencies, financial assets and liabilities denominated in foreign currencies and translational exposure on our net investments in foreign operations.
Our policy is to fund subsidiaries in their local functional currency wherever practical. External funding is obtained in a range of currencies and, where required, translated into the subsidiaries' functional currencies through the swap market.
We hedge material net balance sheet exposures and forecast future capital expenditure. We do not hedge our exposures to projected future sales or purchases. We do not take speculative positions on derivative contracts.
Currency movements had a net negative impact on underlying operating profit. The net positive impact of a stronger rouble on translation of our domestically focused Uncoated Fine Paper business was more than offset by the impact of the stronger South African rand and various central European currencies on margins from our export oriented businesses in these regions. The weaker US dollar had a net negative impact on our second half results.
We aim to manage our tax affairs conservatively, consistent with our approach to all aspects of financial risk management. Our objective is to structure our operations tax efficiently, taking advantage of available incentives and exemptions, while complying with all applicable laws and regulations. In accordance with Organisation for Economic Cooperation and Development guidelines, our policy is that all intra-group transactions are conducted on an arm's length basis.
While ultimate responsibility for the tax affairs of the Group rests with the Boards, the executive committee ensures that the tax governance framework is aligned with the principles of financial management applied throughout the Group. We have dedicated internal tax resources throughout the organisation, supported by a centralised Group tax department who take day-today responsibility for management of the Group's tax affairs. We maintain a detailed set of operational guidelines aimed at ensuring a sound tax control environment. In addition, we seek regular professional advice to ensure that we remain up to date with changes in tax legislation, disclosure requirements and best practice.
Tax risks are monitored on a continuous basis and are more formally reviewed on a half-yearly basis by the audit committee as part of our half-yearly reporting process.
As Mondi operates in a number of countries, each with a different tax system, the Group is regularly subject to routine tax audits and tax authority reviews which may take a considerable period of time to conclude. Our intention is to maintain a constructive dialogue with tax authorities and to work collaboratively with them to resolve any disputes. Where necessary, provision is made for known issues and the expected outcomes of any negotiations or litigation.
Based on our geographic profit mix and the applicable tax rates, we would expect our tax rate to be around 22%. However, we benefited from tax incentives related to our capital investments mainly in Poland and Russia. In addition, we recognised deferred tax assets related to previously unrecognised tax losses which we now expect to be able to utilise in the coming years. As such, our underlying tax charge for 2017 of €181 million (2016: €166 million) reflects an effective tax rate of 19%, consistent with 2016. Tax relief on special items amounted to €8 million (2016: €9 million).
Tax paid in 2017 of €151 million (2016: €173 million) is lower than the 2017 charge due to final tax payments for 2017 becoming payable in 2018.
Going forward, assuming a similar profit mix, we would anticipate upward pressure on the tax rate over the next three years as it moves towards the expected tax rate of 22%.
1 Net cash in other currencies
Overview
Strategic report
Governance
Business reviews
We are integrated across the packaging and paper value chain. Our sustainably managed forests, backward pulp integration and high electricity self-sufficiency provide us with security of fibre supply, reduced exposure to raw material price volatility and the ability to manage sustainability risks and opportunities more holistically.
We believe that the integrated nature of our business places us in an ideal position to deliver on our customers' packaging and paper needs.
Business reviews
Our Packaging Paper business manufactures and sells a wide range of virgin and recycled containerboard, and sack and speciality kraft paper.
10 in 10 countries
| Pulp: 2,715 ktpa |
|---|
| Virgin and recycled containerboard: 2,435 ktpa |
| Sack and speciality kraft paper: 1,291 ktpa |
| Automotive | |
|---|---|
| Building and construction | |
| Food and beverage | |
| Paper and packaging converting | |
| Shipping and transport |
Containerboard producer in emerging Europe
We are a leading packaging paper producer in Europe and South Africa with a well-invested, cost-advantaged asset base.
Our virgin and recycled containerboard is used to make corrugated packaging, primarily designed to protect our customers' products along the value chain and display them in-store. Customers benefit from our full-range sack kraft paper portfolio, including brown, white and polyethylene-coated grades, as the main component of valve and open mouth industrial bags.
Our broad range of high-quality speciality kraft papers enables customers to source a variety of customised packaging solutions from a single supplier. Our products can be used to make everything from industrial packaging, to retail shopping bags, and attractive food packaging for supermarket shelves and is used by our Consumer Packaging business for release liner.
Our broad product range is designed to meet specific customer needs including printability, strength and moisture resistance, the use of raw materials from sustainable sources, and products that are biodegradable and contain recycled content.
| (Restated)1 | |||
|---|---|---|---|
| 2017 | 2016 | ||
| Containerboard | '000 tonnes | 2,297 | 2,253 |
| Kraft paper | '000 tonnes | 1,206 | 1,204 |
| Softwood pulp | '000 tonnes | 2,010 | 1,976 |
| Hardwood pulp | '000 tonnes | 547 | 500 |
| € million | % change | 2017 | (Restated)1 2016 |
|---|---|---|---|
| Segment revenue | 9% | 2,292 | 2,103 |
| Underlying EBITDA | 19% | 629 | 527 |
| Underlying operating profit | 21% | 482 | 397 |
| Underlying operating profit margin | 21.0% | 18.9% | |
| Special items | 3 | — | |
| Capital expenditure | 283 | 175 | |
| Net segment assets | 2,101 | 1,876 | |
| ROCE | 26.3% | 23.1% |
| 2017 | 2016 | ||
|---|---|---|---|
| TRCR | per 200,000 hours worked | 0.60 | 0.72 |
| Energy consumption | million GJ | 58.32 | 59.26 |
| Scope 1 and 2 GHG emissions |
million tonnes CO2e | 1.09 | 1.25 |
| FSC- or PEFC-certified wood procured |
% | 60 | 53 |
| Environmental management certification |
% operations certified to ISO 14001 standards |
86 | 86 |
1 Refer to note 2 in the notes to the combined and consolidated financial statements for basis of restatement
Our Advantage Select sack kraft paper has enabled the largest cement packaging company in Pakistan to switch most of its production from three-ply to two-ply bags without compromising on strength or quality. As a result, Cherat Packaging has reshaped the market and delivered considerable material and cost savings. Its two-ply bags made with Advantage Select are now used by almost all cement plants in Pakistan, and are greatly appreciated by customers.
This exclusive white top kraftliner made in Syktyvkar (Russia) brings unprecedented quality in terms of printability, runnability, and whiteness. It offers a wide range of solutions for packaging fruit, beverages and luxury goods as well as eye-catching point-of-sale displays, promotional and shelf-ready packaging. Its bleached white hardwood top sheet ensures brilliant printing that meets the requirements of our customers and captures the attention of end-users.
| Strategic value drivers | Progress in 2017 | 2018 objectives |
|---|---|---|
| Drive performance along the value chain |
e Focused on improving product mix, and optimising production and supply chain e Improved reliability of mills through focus on maintenance and Asset Management System |
e Improve productivity and efficiency of mills through Asset Management System and recovery boiler optimisation plan |
| Invest in assets with cost advantage |
e Completed the Świecie mill (Poland) expansion to provide additional 100,000 tonnes of softwood kraft pulp, 80,000 tonnes of light-weight kraftliner and increased share of kraft top liner |
e Make progress on major capital investment projects at Štĕti (Czech Republic) and Ružomberok (Slovakia) mills e Ramp-up of new Świecie capacity |
| Inspire our people and grow responsibly |
e Continued focus on safety, completed all shuts and capex projects with no major safety incidents e Enhanced employee relationships and two-way communication e Reduced GHG emissions intensity |
e Continued focus on growing our safety maturity e Progress investments to reduce the environmental footprint of our mills and improve energy efficiency |
| Partner with customers for innovation |
e Improved customer intimacy through hosting events, supporting through Electronic Data Interchange (EDI) connections and providing platforms for engagement with Mondi experts |
e Leverage recently implemented platforms and initiatives to further improve customer partnerships and relationships e Complete the acquisition of Powerflute |
Segment revenue
Underlying operating profit
Financial review
Packaging Paper's underlying operating profit was up 21% on the prior year driven by significantly higher average selling prices and sales volume growth in higher value added products, partly offset by higher costs and negative currency effects.
Strong demand, limited industry capacity additions and lower kraftliner imports drove up European containerboard prices over the course of the year, although the magnitude of the increases varied by grade. Average benchmark European prices for unbleached kraftliner were up 13% year-onyear, and up 16% in the second half when compared to the first half of the year, while benchmark recycled containerboard prices were up around 10% over the same period. By contrast, white top kraftliner prices and semi-chemical fluting were up in the range of 2% to 3% year-on-year.
In response to continued strong demand driven by a generally positive economic environment and ongoing growth in e-commerce, price increases in the range of €30 to €50 per tonne were implemented in Europe across all containerboard grades during January and February 2018.
We saw good demand across our kraft paper grades during the year, while sack kraft paper prices were up around 5% to 6% on average year-on-year. Given good demand, particularly in export markets, we implemented sack kraft paper price increases in all markets from the beginning of 2018, resulting in increases in the range of 8% to 9% compared to average 2017 price levels.
Demand across our range of speciality kraft papers was good and prices were, on average, higher than in the prior year.
Input costs were generally higher than the prior year with higher paper for recycling, wood, chemical, energy and transport costs. Cash fixed costs also increased on higher maintenance costs and inflationary cost pressures. As a result of recent capital investments, the depreciation charge was higher than the comparable period.
We completed a project-related shut at our Świecie mill and a planned maintenance shut at our Syktyvkar mill during the first half of the year. A further planned maintenance shut at Świecie and the majority of our kraft paper mill shuts were completed in the second half. Maintenance shuts are planned at our Syktyvkar and Richards Bay (South Africa) mills for the first half of 2018 while the majority of the remaining shuts are scheduled for the second half of the year, including an extended shut at our Štĕtí mill as we progress to commission the major capital project at that operation.
During the year, we continued to focus on improving our product mix, and optimising our production network and supply chain to better serve our customers. We also made good progress on delivering procurement savings and improving the productivity and efficiency of our mills.
To increase the reliability of our operations and reduce maintenance costs we continued to invest in our maintenance and asset management processes. We have significantly improved our data analytics
capabilities to provide standardised data to benchmark performance across the mills.
This enables us to improve consistency of our maintenance activities which we are standardising, review the skills and qualifications required by our people and improve our training programmes.
22 Asset Management System case study – Strategy review
Collaboration and best practise sharing is crucial to drive operational excellence across our mills. During the year we focused on reviewing the set-up of our know-how sharing platforms to improve the implementation of recommended action plans.
In the first half of 2017, we commissioned the final phase of our €260 million investment programme in Świecie. This project provides an additional 100,000 tonnes per annum of softwood kraft pulp forward integrated to 80,000 tonnes per annum of light-weight kraftliner and an increased share of kraft top liner. We continue to see progress in ramping up production of the requisite quality at our rebuilt paper and inline coating machine at Štĕtí although technical challenges remain.
We are making good progress on the €335 million modernisation of our Štĕtí mill to replace the recovery boiler, rebuild the fibre lines and debottleneck the existing packaging paper machines. Start-up is anticipated in late 2018. During the year we also completed the €41 million woodyard upgrade and bleaching line modernisation at this mill.
The European Commission approved €49 million in tax incentives for our €310 million investment in a new 300,000 tonne per annum kraft top white machine and related pulp mill upgrade at our Ružomberok mill. Work on the pulp mill upgrade has commenced, with start-up expected in late 2019. The investment in the paper machine remains subject to obtaining necessary permitting with startup expected in 2020.
The safety and health of our people is a key priority. We continued to reduce risks in our operations with a focus on the top risks. To ensure we conduct annual maintenance shuts and implement capital expenditure projects safely, we engaged with contractors and planned in detail ahead of time. As a result, we continue to see improvements in our safety performance during maintenance shuts and capital investment projects. While we did not record any major incidents during these projects in 2017, we regret that we experienced a life-altering injury – a partial finger amputation – at our Frantschach mill (Austria).
As a result of our recent investments, such as the installation of a new recovery boiler and conversion of the existing boiler to a biofuel boiler at our Świecie mill, we have reduced GHG emissions and improved energy efficiency at our operations. Excellent progress was made in reducing waste to landfill, mainly due to further conversion of waste to energy instead of landfilling at our Świecie mill. Our Stambolijski mill in Bulgaria received investments during the year with a focus on improving our environmental performance by capturing and treating odourous gases and upgrading our emissions measurement equipment. In Frantschach we invested in additional noise protection measures and initiatives aimed at reducing air emissions such as nitrogen oxides.
FSC- or PEFC-certified wood volumes were increased during the year, mainly due to increased procurement of wood from certified suppliers.
In 2017, our annual Making A Difference Day included a focus on our relationships with local communities. We hosted events including visits by local students, family days and community open days. We see benefits from these activities including improved community-site cooperation, local environmental and safety & health awareness, understanding of our industry, and support for the development of a pool of local technical skills. We were proud to celebrate two very special anniversaries this year. We hosted 180 guests, including state and local Polish representatives, at a special function for Świecie's 50 year anniversary. In Dynäs (Sweden) we celebrated 100 years of papermaking, taking the opportunity to reinforce the company's relationship with the city and its citizens, and share information about our operations, products, and the contribution we make to the city.
We also continued to look for ways to improve two-way communication with our employees. In 2017 we asked our employees to share their stories with us in relation to our 'In Touch Every Day'
campaign and our claim of 'More than you expect'. The overwhelming response we received was so inspiring that we shared these stories with our employees globally via our intranet as well as a printed booklet. 52 employees provided personal stories illustrating how Mondi exceeds their expectations. We were encouraged by these stories, which bring our values to life.
We continue to develop customer intimacy through proactive initiatives. In 2017 we had the pleasure of hosting the eighth 'From fibre to corrugated board' seminar at our Świecie mill, a three day event with around 250 customers. Our well known seminar provides an opportunity to share knowledge, best practice and key challenges between paper and corrugated board producers.
During the year, we expanded our Electronic Data Interchange connection with customers. This direct connection to our customers' ERP systems allows for automated order placement, confirmation, delivery notification and invoicing. This initiative continues to grow since its inception in 2015 and is poised for further development in 2018.
Our online corrugated board platform 'Corrugated-Paper-Expert' was launched late in 2017 providing customers with the opportunity to submit questions to our internal experts. Partnering with our customers to help them improve paper runnability and optimise cost and weight in the box design process is vital for their success. This 24/7 online support tool provides an ideal platform for collaboration and partnership.
In December 2017, to broaden our highquality packaging paper offering to our global corrugated packaging customers, we signed an agreement to acquire Powerflute, an integrated pulp and paper mill in Kuopio (Finland) with an annual production capacity of 285,000 tonnes of high-performance semi-chemical fluting for €365 million on a debt and cash-free basis. Powerflute's semi-chemical fluting is sold to a diverse range of customers, primarily for packaging fresh fruit and vegetables, but also other end-uses such as electronics, chemicals and pharmaceuticals. Around half of the company's production is sold in Europe, while the remainder is exported globally. We anticipate completion of this transaction in the first half of 2018, subject to competition clearance and customary closing conditions.
Business reviews
Our Fibre Packaging business manufactures and sells corrugated packaging, industrial bags and speciality extrusion-coated products for a variety of consumer and industrial applications.
Industrial Bags
Corrugated Packaging
| Agriculture | |
|---|---|
| Automotive and other manufacturing | |
| Building and construction | |
| Food and beverage | |
| Retail and e-commerce | |
| Shipping and transport |
Extrusion Coatings
Industrial bags producer globally
Innovation and design improvements extend the benefits of our corrugated packaging well beyond traditional boxes to fully customised trays and wraps, multipiece solutions, appealing point-of-sale corrugated solutions and heavy-duty shipping containers.
Industrial bags are a strong, light-weight and sustainable choice for cement and building materials, agricultural, chemical
and food products. We have the broadest range of industrial bags in the industry, available globally, and optimised for highspeed filling and easy handling, including open mouth bags, pasted valve bags, water-repellent bags, bags suitable for food contact and heavy-duty packaging.
Our extrusion coatings portfolio comprises high-quality barrier solutions used in a wide range of industries for applications such as food packaging, building insulation, foam papers, wrappers, case linings as well as automotive and protective clothing.
| 2017 | 2016 | ||
|---|---|---|---|
| Corrugated board and boxes | million m² | 1,650 | 1,448 |
| Industrial bags | million units | 4,952 | 4,881 |
| Extrusion coatings | million m² | 1,281 | 1,249 |
| € million | % change | 2017 | 2016 |
|---|---|---|---|
| Segment revenue | 7% | 2,055 | 1,929 |
| Underlying EBITDA | (3)% | 189 | 194 |
| Underlying operating profit | (10)% | 111 | 123 |
| Underlying operating profit margin | 5.4% | 6.4% | |
| Special items | — | (13) | |
| Capital expenditure | 115 | 107 | |
| Net segment assets | 1,063 | 1,006 | |
| ROCE | 11.3% | 13.5% |
| 2017 | 2016 | ||
|---|---|---|---|
| TRCR | per 200,000 hours worked | 1.02 | 0.97 |
| CoC Certification | % operations certified to FSC or PEFC CoC standards |
65 | 72 |
Box A Treasure, designed for the brand relaunch of an Austrian toy manufacturer, is part of the overall product experience. This packaging is one of our many retail packaging solutions designed to enhance brand and product appeal at point-of-sale and back at home. The single-piece cardboard box resembles a toolbox or treasure chest. With a lid that can be opened and closed, kids love it and it is great for storage too. An excellent example of how packaging can breathe new life into products.
Along with the growth of e-commerce, the demand for more efficient and light-weight packaging is increasing. We have developed the next generation in sustainable e-commerce solutions, enabling a faster packaging process with decreased logistic costs. Our recyclable paper bag for courier express packaging is flexible, yet strong and durable. Made of Mondi Advantage ONE paper and shaped like an envelope with a tear strip, it is easy to open and the double adhesive closing makes returns convenient for customers too.
| Strategic value drivers | Progress in 2017 | 2018 objectives |
|---|---|---|
| Drive performance along the value chain |
e Intensified commercial excellence efforts to pass on significant paper price increases e Further optimisation of our Industrial Bags production network in Europe and North America |
e Continue commercial excellence efforts to pass on paper price increases e Focus on product quality and efficient logistics, while reducing waste and optimising production costs |
| Invest in assets with cost advantage |
e Successful integration of recent acquisitions e Start-up of state-of-the-art heavy-duty corrugated box plant at Simet (Poland) e Expansion of cost-advantaged industrial bags facility in Sabac (Serbia) |
e Expansion of our industrial bags plant in Abidjan (Côte d'Ivoire) with a second line e Continue to strengthen our Middle East network e Continue to invest to develop our production network capabilities |
| Inspire our people and grow responsibly |
e Increased focus on safety through formal training programmes and on-the-job safety management e Focus on engaging with local communities |
e Focus on talent attraction and retention initiatives through investing in our workforce and support from external partners e Continued focus on workforce safety and training |
| Partner with customers for innovation |
e Enhanced service delivery and implemented customer interfaces e Developed various product solutions in collaboration with our customers, particularly in Corrugated Packaging and Extrusion Coatings |
e Continue to improve reliability of service, supplier flexibility and speed to market e Continue to partner with customers for lighter, stronger and high performance solutions |
Segment revenue
Fibre Packaging's underlying operating profit was down 10% on the prior year to €111 million. Strong volume growth, higher average selling prices and the positive impact from our 2016 acquisitions in Corrugated Packaging were more than offset by higher packaging paper input costs, negative currency translation effects and restructuring costs related to our initiatives to optimise our Industrial Bags network in Europe and North America.
Corrugated Packaging achieved strong organic volume growth of 6%, driven by good market growth across the central and eastern European region, continued growth in e-commerce activity and a recovery in Turkey. Our recently completed capital investments across our corrugated operations to broaden our capabilities to meet our customers' increasingly sophisticated product and service needs were instrumental in achieving this growth. Good progress was made during the year in implementing price increases required to compensate for the significantly higher paper costs. Our efforts in this area are ongoing. We anticipate continued shortterm margin pressure, given the normal delay in passing on paper price increases compounded by the containerboard price increases implemented early in 2018.
Industrial Bags sales volumes were up 2% on average, driven by strong growth in eastern Europe, Russia, Africa and South East Asia, partly offset by weaker western European and North American volumes.
Price increases were achieved in the early part of the year to compensate for higher paper input costs, although margins came under pressure during the second half as higher paper prices, following mid-year increases, could not be fully passed on to customers given the majority of industrial bag contracts are fixed on an annual basis. Strong cost management and the benefit of recent rationalisation activities resulted in significant fixed cost savings during the period. Annual contracts for 2018 have been finalised, with price increases implemented that largely reflect the full impact on the cost base of the recent paper price increases.
We intensified our commercial excellence efforts during the year, partly compensating rising paper prices, launching a range of ongoing pricing excellence initiatives to pass on raw material costs to our customers. We continued to focus on improving productivity and efficiency, and reducing conversion costs per unit to stay competitive.
The breadth and geographic reach of our industrial bags network gives us the unique ability to continue to work on optimising our production network to serve our customers more efficiently. In 2017, we closed our facilities at Ghislenghien (Belgium) and Thessaloniki (Greece) and continue to serve our customers from other sites with excellent customer retention. We also moved production for lawn and leaf refuse
bags from our facility in Arcadia, Louisiana (US) to Louisville, Kentucky (US) to increase our proximity to customers and improve logistics. Our new operation in Abidjan continued to ramp-up production to meet the growing demand of our customers in the region. In our effort to further improve the efficiency of our extrusion coatings network, we divested a flexo printing plant in Sunne (Sweden) in January 2018.
Quality is a top priority across our businesses. During the year we continued to roll out our zero defect project across our corrugated operations, enabling us to deliver even more consistently highquality products across our network. In our industrial bags operations, we have reinforced quality as a key focus and launched specific initiatives to standardise our quality management processes.
In 2017 we completed the expansion of Mondi SIMET S.A., which we acquired in 2016, into a high-efficiency, heavy-duty box plant. A new corrugator, converting lines and new box maker started up as planned towards the end of the year. We invested to modernise and expand our new plant in Lebedyan in Russia, also acquired in 2016, enabling us to broaden our product range and better serve our customers in the region. We expect to complete this investment in 2018. During the year we focused on sharing resources and knowhow as part of our acquisition integration process to ensure we bring people on board and drive performance in line with the Mondi Way.
We have expanded our industrial bags facility in Sabac into a state-of-the-art plant. It is well located to leverage its cost advantage to service our customers in central and eastern Europe. We also invested in our product portfolio by expanding and upgrading certain bags plants in North America and western Europe to produce high-quality, PE-liner bags suitable for demanding applications requiring a food safe production environment (e.g. dry dairy products).
To further expand our network in the fast growing Middle East region, we signed an agreement to buy a control position in a plant near Cairo in Egypt. The acquisition is expected to complete during the first half of 2018.
It is with deepest regret that we experienced a fatality at our Tire Kutsan (Turkey) box plant in August. A thorough investigation was conducted with external specialists and we have implemented action plans across our operations to prevent a repeat of the incident.
We have placed special emphasis on our first line managers' training, and this year we conducted 360º reviews to assist us in defining specific leadership development areas. To ensure alignment with Mondi's safety requirements, all our safety professionals have attended the Mondi Group Safety Professionals training programme. As part of our capital expenditure projects we also increased our focus on contractor safety management, completing all projects without any recordable injuries.
To support our commitment to growing responsibly, we have increased efforts to improve analytics that help us monitor and identify opportunities to optimise our water and electricity consumption. We have focused on improving our efficiency in relation to consumption of compressed air, with improved monitoring and measurement across many of our sites.
During the year we continued to engage with our communities locally. For example we hosted an 'Open House Day' at our corrugated packaging site in Warszawa (Poland). This very successful initiative assisted us with recruiting eight new employees from a pool of local talent. We plan to use this model in some of our other operations.
We have a strong innovation culture supported by our long-term customer relationships and backward integration into paper production. We are pleased that our close collaboration with our customers has been recognised with five World Star Awards and a number of other accolades this year for our Corrugated Packaging business. Some of our innovative corrugated packaging solutions developed recently include IceBox, a last mile delivery box for chilled or frozen food or on-the-go
chilling needs, and Simple Sphere, an innovative transport packaging for car parts that replaces wooden crates, streamlining the packing process, reducing costs while reducing the impact on the environment. We also developed, together with our customer, an e-commerce shipping paper bag solution.
We have continued to focus on sustainability initiatives to support our customers' lighter-weight products or develop innovative biodegradable solutions by combining our speciality kraft paper and our Sustainex® biodegradable barrier.
We know that product quality and service delivery are important to our customers. We have invested in our IT systems to enhance our ability to serve our customers, focusing on increasing the digitisation of our customer interfaces and providing automated information flow. We are also targeting initiatives to reduce the time between customer order and delivery, and improve delivery accuracy. We continue to actively work with our customers to improve their supply chain processes, reduce transportation costs, and deliver cost savings.
Overview
Business reviews
Our Consumer Packaging business develops, manufactures and sells innovative flexible plastic-based consumer goods packaging solutions, technical films, components for personal care products, and release liners.
| Food and beverage | |
|---|---|
| Graphic arts | |
| Home and personal care | |
| Medical and pharmaceutical | |
| Pet care | |
| Tapes |
We operate a high-quality asset base, using proprietary processing technology with vertical integration along the value chain, producing products and product components for some of the world's biggest brands. Our leading market positions and culture of product innovation provide a strong platform for growth.
Sustainable development is integral to our responsible and profitable growth, and part of our everyday work. Our approach to sustainability is centred on collaborating with customers and other strategic partners, while prioritising the responsible use of resources.
Our consumer goods packaging products help brands communicate with customers, extend shelf-life and improve end-user convenience. We produce high-quality laminates and barrier materials on reels, capable of handling a variety of printing techniques. We also offer a wide range of tailor-made converted flexible packaging solutions such as stand-up pouches, re-closable plastic bags, paper-based bags, and ice cream packaging.
We produce highly developed technical films and film-based solutions for a variety of uses and industries. Products include high-quality label films as well as high-barrier films for sophisticated packaging solutions, and films for demanding surfaces or technical components in automotive and light-weight design.
Our personal care components are used in diapers, adult incontinence and femcare products and include soft nonwovens, unique stretchy elastic films and laminates, mechanical fastening components and wrapping films.
In addition, consumer packaging also offers a wide range of high-quality paper and filmbased release liners and advanced functional coatings for various applications including tapes, graphic arts, medical, fibre composites, baking and many more.
| 2017 | 2016 | ||
|---|---|---|---|
| Consumer packaging | million m² | 7,437 | 7,156 |
| € million | % change | 2017 | 2016 |
|---|---|---|---|
| Segment revenue | 5% | 1,646 | 1,562 |
| Underlying EBITDA | 9% | 215 | 198 |
| Underlying operating profit | 9% | 132 | 121 |
| Underlying operating profit margin | 8.0% | 7.7% | |
| Special items | (49) | (19) | |
| Capital expenditure | 91 | 91 | |
| Net segment assets | 1,313 | 1,270 | |
| ROCE | 10.4% | 10.5% |
| 2017 | 2016 | ||
|---|---|---|---|
| TRCR | per 200,000 hours worked | 1.01 | 1.19 |
| Hygiene certification | % food contact operations certified to recognised food hygiene standards |
94 | 100 |
Women on the go want products that fit their lifestyle. Our customers want to offer their customers femcare products that are discreet, comfortable and most importantly dependable. To translate these qualities into material terms, we deliver a complete femcare packaging concept – not just individual parts. It's about designing products from top to bottom under one roof. One-stop shopping for our customers!
SteamFast is the global leader in functional packaging for microwave steam cooking. The award-winning technology is simple and effective. It allows steam and pressure to build up in the bag so that consumers can enjoy great-tasting, healthy food that cooks in minutes. There's no need to add water, stir or even cut the bag open until it's ready to be served. Our SteamFast range includes Sauce & Steam, Prep & Steam, Zip & Steam and SoupFast. It's a welcome innovation in healthy cooking technology and convenience.
| Strategic value drivers | Progress in 2017 | 2018 objectives |
|---|---|---|
| Drive performance along the value chain |
e Good progress in reducing waste and optimising operations through process specialisation e Restructuring initiatives to lower cost base including plant closures |
e Further strengthen sales force effectiveness across the business e Ongoing initiatives to optimise production, reduce waste and improve quality assurance management |
| Invest in assets with cost advantage |
e Completion of key expansion projects in central and eastern Europe |
e Complete expansion of our plant in Thailand e Optimise our recent investments |
| Inspire our people and grow responsibly |
e Continued focus on safety, especially training on moving and rotating equipment e Joined The Ellen MacArthur Foundation's New Plastics Economy Initiative to support a more circular economy |
e Further focus on improving our safety record e Continue to work with stakeholders to improve the sustainability of flexible packaging products |
| Partner with customers for innovation |
e Realigned key account teams for improved collaboration with main customers e Developed innovative solutions in partnership with our customers |
e Continue to strengthen our innovation organisation e Continue to partner with customers to develop innovative solutions |
Segment revenue
Underlying operating profit increased 9% on the prior year to €132 million, with improved product mix, one-off gains and a positive contribution from acquisitions more than offsetting lower like-for-like sales volumes, higher fixed costs and negative currency effects.
During the year we continued with our initiatives to improve the product mix by focusing on increasing our sales in value-added segments while exiting lower margin business, although this was hindered by declining volumes in personal care components. We also benefited from the successful integration of Kalenobel in Turkey and Uralplastic in Russia, both acquired in July 2016, and Excelsior Technologies in the UK, acquired in early 2017, further supporting the development of this business.
Our focus to drive Consumer Packaging's performance continues in what remains a challenging trading environment. During 2017 we focused on enhancing our sales force effectiveness, making good progress in our release liner and technical films product areas. We further optimised the profitability of our product portfolio through process and production planning while remaining continually focused on finding smart ways to reduce waste and continuously improve our productivity and efficiency. We continue to do this by further specialising our plants and ensuring our people share technical know-how across operations.
During the year we completed the closure of a release liner site in the US and a consumer goods packaging plant in Poland. Customers are now being served from other plants in our network with a high retention rate. We also launched a programme to restructure the cost base. This involved various initiatives, including streamlining the UK operations following the successful integration of our 2017 acquisition of Excelsior Technologies Limited, the closure of the Polish plant mentioned above and reducing the fixed cost base across the business.
We invested in expanding and upgrading the capabilities of our network to improve our product offering and better serve our customers, especially at our cost advantaged locations in central and eastern Europe. We also acquired the remaining shares that we did not already own in our plant in Amphor Khowyoi (Thailand) and approved its expansion to a fully integrated consumer goods packaging plant.
In recent years, we have invested significantly in the modernisation and growth of our Consumer Packaging business. In the near term, while capital investment opportunities in this business remain an option, we are focused on the optimisation of our existing operations and recent investments.
We continue to work on our safety culture and behaviour to ensure our people go home safely every day. To do this, all our leaders conduct risk focused audits to engage with employees and ensure critical controls are understood and adhered to. During the year we continued to put training and procedures in place to ensure the businesses we acquired in 2016 and 2017 meet the Mondi safety standards as quickly as possible.
Unfortunately, we experienced a life-altering injury at our Ascania (Germany) operation when rotating equipment caused an employee to lose four fingers. Moving and rotating equipment remains one of our highest safety risks and we will keep the spotlight on it by standardising safety features and conducting further training for all our employees on the related risks.
The environmental impact of Mondi's plastic-based flexible packaging is important for us. In line with Mondi's Growing Responsibly model, we have worked on improving our energy efficiency and reducing our waste to landfill. We are also working with our customers to find innovative solutions that improve the sustainability of their products and packaging.
Our commitment to work collaboratively with other stakeholders has led us to join The Ellen MacArthur Foundation's New Plastics Economy Initiative this year. This is an ambitious, three-year initiative to mobilise the transition towards a global plastics system, to support the circular economy principles. This initiative brings together more than 40 leading businesses – including some of our key customers – and a broad range of experts to re-think and re-design the future of plastics, starting with packaging.
We also continued to actively participate in industry associations. Among others, we are a founding member of the CEFLEX project (Circular Economy for Flexible Packaging) which targets more added value of flexible packaging in a circular economy. In addition to stimulating increased collection of flexible packaging in all European countries, the CEFLEX project aims to develop a robust set of design guidelines for flexible packaging to both maximise the overall resource efficiency and optimise recyclability.
It is people who drive performance. This year we spent significant time on individual performance reviews, assessments and recruiting, and we worked on improving our succession planning in the business. Two-way communication is critical in our business and the employee survey is one of the key tools we rely on to provide us with direct feedback from all our employees. Following the results of the 2015 survey, which identified a number of areas for improvement, we conducted a followup survey of the top 100 employees to establish the core values of our Consumer Packaging business and check on our progress. We were really encouraged to note the improvements, confirming that our current approach is yielding positive results.
Partnering with our customers to develop innovative solutions for their success remains a critical value driver for Consumer Packaging. During the year we continued to innovate with our customers, from big brand owners to local champions, to deliver a range of product innovations. We also realigned our key account set-up to enable a closer partnership and better collaboration with our main customers.
Recent innovation activities were focused around four areas: flexible solutions to replace rigid alternatives, developing more sustainable plastic-based flexible packaging, delivering cost savings and increasing the performance of our product range such as improving barrier properties, convenience, shelf-appeal or product functionality.
One example is the launch of a form fill-and-seal flexible solution for Kellogg's cereals with a corner seal for easy opening, velcro for reclosability, premium print quality for shelf-appeal and reduced environmental footprint due to use of less raw materials. We also developed an innovative solution for dishwasher and fabric care packaging with our customer Werner and Mertz, made of two components, a 100% recyclable mono material pouch and a printed tear away label that require 70% less material than conventional rigid packaging. In response to consumers' growing appetite for snacks on-the-go, we also developed CornerPack, a new packaging solution with easy-to-use parallel semicircular openings. Consumers simply tear the corner open along the highly intuitive scoring line of their choice giving them full control over the size of the opening and avoiding spillage.
Our Uncoated Fine Paper (UFP) business manufactures and sells an extensive range of quality papers for use in offices and professional printing houses.
6 in 4 countries
6,800
Pulp: 1,735 ktpa Uncoated fine paper1 : 1,985 ktpa 1 Includes newsprint
Graphic and photographic Office and professional printing
Uncoated fine paper supplier in Europe
Our extensive range of office papers is designed to achieve optimal print results on laser, inkjet and copy machines. Highperformance professional printing papers are dedicated for offset presses and the latest digital print technologies. With our wide range of high-quality papers we aim to provide customers a one-stop-shop solution for their needs.
Developing cost-efficient, high-performance, environmentally responsible solutions is a cornerstone of our business strategy. We continually strive to transform credibly sourced raw materials into innovative paper solutions to meet customer needs in a costeffective and sustainable way.
Following the reorganisation of our business units, we now manage 2.1 million hectares of natural boreal forest in Russia and 245,000 hectares of plantation forests in South Africa.
| 2017 | (Restated)1 2016 |
||
|---|---|---|---|
| Uncoated fine paper | '000 tonnes | 1,644 | 1,666 |
| Hardwood pulp | |||
| Internal consumption | '000 tonnes | 950 | 963 |
| Market pulp | '000 tonnes | 395 | 356 |
| Softwood pulp | '000 tonnes | 375 | 375 |
| Newsprint | '000 tonnes | 277 | 313 |
| € million | % change | 2017 | (Restated)1 2016 |
|---|---|---|---|
| Segment revenue | 7% | 1,832 | 1,720 |
| Underlying EBITDA | (7)% | 449 | 481 |
| Underlying operating profit | (12)% | 331 | 375 |
| Underlying operating profit margin | 18.1% | 21.8% | |
| Special items | (15) | (6) | |
| Capital expenditure | 122 | 92 | |
| Net segment assets | 1,446 | 1,466 | |
| ROCE | 27.8% | 32.3% |
| 2017 | (Restated)1 2016 |
||
|---|---|---|---|
| TRCR | per 200,000 hours worked | 0.28 | 0.33 |
| Energy consumption | million GJ | 93.25 | 93.85 |
| Scope 1 and 2 GHG emissions million tonnes CO2e | 3.38 | 3.49 | |
| Forest certification | % managed land certified to FSC standards2 |
1003 | 100 |
| FSC- or PEFC-certified wood procured |
% | 80 | 79 |
| Environmental management certification |
% of pulp and paper mills and forestry operations certified to ISO 14001 standards |
100 | 100 |
1 Refer to note 2 in the notes to the combined and consolidated financial statements for basis of restatement
2 Our forestry operations in Russia are also 100% PEFC certified
3 A new lease, acquired in 2017, of around 30,000 hectares will be certified in 2018
We designed our PERGRAPHICA® portfolio of premium uncoated fine papers for perfectionists. As a hybrid paper, PERGRAPHICA® works well with all printing technologies and delivers consistent, high-quality results that meet the exacting needs of the creative and commercial print industries. Available in a smooth or rough texture, it enhances sophisticated messaging with an elegant look and feel. The choice of high white, classic or natural whiteness brings unique style to printed materials.
Our flagship office paper is by far the most well-known brand of office paper in Europe for colour printing applications. Customers have relied on it for over a quarter of a century for perfect print results and consistent quality. It also has an exceptional environmental profile: CO2 neutral and FSC, EU Ecolabel and ISO 9706 certifications. Recently we redesigned its wrapper to be even stronger and more convenient to handle. It's still the same great Color Copy, now with packaging that is more user-friendly.
| Strategic value drivers | Progress in 2017 | 2018 objectives |
|---|---|---|
| Drive performance along the value chain |
e Improved productivity and efficiency with performance improvement initiatives implemented across our network e Further optimised product mix in line with customer demand |
e Continue to optimise performance and increase productivity and efficiency in our mills and related forestry operations e Ramp up restarted uncoated fine paper machine in Merebank (South Africa) |
| Invest in assets with cost advantage |
e Good progress on modernisation of power plant and the investment in waste water treatment plant at Syktyvkar (Russia) e Continued work with Packaging Paper on the project to expand production at our Ružomberok mill (Slovakia) |
e Execute investment projects currently underway and evaluate investments to increase saleable production by 100,000 tonnes per annum in the medium term at Syktyvkar e Progress on Ružomberok mill expansion, in collaboration with Packaging Paper |
| Inspire our people and grow responsibly |
e Continued focus on contractor safety management following fatality e Landmark voluntary agreement to protect core areas of Intact Forest Landscapes in Russia |
e Continued focus on improving safety record e Progress investments to reduce environmental footprint of our mills and increase energy efficiency |
| Partner with customers for innovation |
e Launched the myMondi initiative providing customers with a single interface for product information, order processing and query management e Evolution of our cloud-based CRM platform (Cloud for Customer) |
e Continue to roll out the myMondi initiative with the objective to reach all customers by the third quarter of 2018 e Continue to improve delivery performance |
Segment revenue
Our Uncoated Fine Paper business delivered another strong performance, generating underlying operating profit of €331 million and ROCE of 27.8%. Higher average selling prices were achieved across all regions on stable volumes, partly offsetting the negative impact of a lower fair value gain on our forestry assets (down €21 million year-on-year) and higher costs.
We estimate European market demand was flat year-on-year, above our expected long-term trend of 1% to 2% decline per annum. Demand in Russia and South Africa was in line with our long-term estimate of 0% to 1% growth per annum.
Average benchmark European uncoated fine paper selling prices were similar to the prior year and 2% up in the second half of the year compared to the first half following the implementation of price increases during the period. Supported by steady demand, reduced imports, supply disruptions in Europe and cost pressures, a price increase of up to 5% was implemented in January 2018. Uncoated fine paper domestic selling prices were increased in Russia and South Africa towards the end of 2017 to offset domestic inflation. Further price increases have been announced across our range of uncoated fine papers in Europe, Russia and South Africa for implementation from the end of March 2018. Discussions are underway and the actual price increases achieved remain subject to individual negotiations with customers.
Generally rising commodity prices saw an increase in input costs, most notably for wood and energy in Europe and South Africa.
Higher maintenance costs, inflationary cost pressures on the cash fixed cost base and a higher depreciation charge were also seen across the business, mitigated by our continued focus on driving operational excellence.
The forestry assets fair value is dependent on a variety of external factors over which we have limited control, the most significant being the export price of timber and the exchange rate. Moderate increases in export prices, resulted in a fair value gain of €43 million being recognised in the year, €21 million lower than the unusually high gain recognised in the prior year. While difficult to estimate, should the current strength in the South African rand prevail, we would expect a significantly lower fair value gain in 2018.
Planned maintenance shuts were completed at Syktyvkar in the first half of the year, and at Ružomberok and Neusiedler (Austria) in the second half of the year. In 2018, our Syktyvkar and Richards Bay (South Africa) shuts are planned for the first half of the year and the remaining shuts are scheduled for the second half.
During the year we kept our focus on driving the performance of our operations and reducing waste. Efforts to optimise machine performance and increase efficiency and productivity continued leading to record production at two of our pulp mills and three of our paper and pulp drying machines. We made ongoing productivity improvements at our forestry operations in Russia and South Africa, and at Syktyvkar we also focused on improving our administrative processes.
We continue to optimise our product mix in line with customer demand through strengthening the capabilities of our mill network. In order to improve the efficiency of our logistics, we have launched a new folio sheeter at our Neusiedler mill and conducted an extensive supply chain review in order to improve our delivery capability and provide higher delivery accuracy to our customers.
Due to the accelerated rate of local demand decline, we ceased production of newsprint at our Merebank mill at the end of the year. During the third quarter we restarted an idled uncoated fine paper machine at the same site, which will produce annually around 70,000 tonnes of uncoated fine paper to serve the local market.
Our investments in modernising the power plant and waste water treatment plant at Syktyvkar are progressing well. The rebuilt power plant will replace three existing bark boilers and four turbines with a single new bark boiler and turbine providing process simplification, improved reliability, reduced costs, reduced natural gas consumption and increased use of biomass for energy. The waste water treatment plant investment aims to significantly improve waste water quality and reduce chemical oxygen demand and total suspended solids. These projects are on track with completion expected in early 2019 and late 2018, respectively.
As part of our plan to maintain Syktyvkar's competitiveness and increase saleable production by around 100,000 tonnes per annum in the medium term, we are investing to debottleneck production and avoid unplanned shutdowns.
We remain committed to providing a safe and healthy workplace for our employees and contractors. We sincerely regret the fatality of a contractor at our South African forestry operations in February 2017 following a timber vehicle incident. We also experienced one life-altering injury when a contractor lost sight in one eye due to the incorrect use of an angle grinder during the annual Syktyvkar shut. In addition, a forestry worker was reported missing (presumed deceased) during cleaning activities on the Vychedga river near Syktyvkar. Thorough investigations are conducted after all incidents and action plans have been implemented across Mondi to prevent any repeat incidents. Our 2017 TRCR is below the limit we set for ourselves and we continue to strive to achieve a culture and safety performance where everybody works safely and returns home safely every day.
Our additional focus on contractor safety management and implementation of Mondi's risk assessment methodology across all our sites aims to ensure safe annual maintenance shuts and projects in 2018. We have placed special emphasis on engineering out risks related to moving and rotating machinery. Our focus on top risks has contributed to our improved performance over the years and as a result, we will continue this approach. The majority of our first line managers have completed our tailor-made safety and health programme, and all safety and health professionals complete a four-module indepth specialist training.
We continue to improve the environmental performance of our operations. At Ružomberok we invested in further odour abatement initiatives including odour from the mill's waste water treatment plant.
Working in partnership with NGOs, government and business is central to our approach. We are proud of our progress in protecting Intact Forest Landscapes as these large unfragmented areas, undisturbed by roads or other significant human infrastructure, are globally recognised as priority protection areas. In Russia we have partnered with WWF Russia and Silver Taiga to identify and protect these areas in the Komi Republic.
This collaboration has allowed us to sign a landmark voluntary agreement between Mondi, WWF Russia and Silver Taiga to protect the core areas of Intact Forest Landscapes in our Russian forestry operations.
We have an extensive community engagement and investment programme focused on areas around our mills and people living on our forestry land. A key initiative in South Africa is the Mkhondo Development Project, a pioneering publicprivate partnership set up to improve the living conditions of people living in isolated villages on our forestry land, and to find sustainable solutions to alleviate poverty.
During the year, we launched the myMondi initiative, a web-based solution providing customers with detailed product information, the ability to place and track orders, and functionality to enquire and follow up on product and order-related queries. This easy-to-use, 24/7 service was positively received by customers during the pilot phase resulting in it being rolled out to a wider range of customers during the second half of the year. We plan to give all customers access by the third quarter of 2018. Quarterly updates have, and will continue to, further enhance this service and provide the best solution to meet our customers' needs, while identifying efficiency gain opportunities and related benefits internally.
During 2017 our cloud-based CRM platform, Cloud for Customer, evolved. This tool, launched in 2016, was enhanced during the year by adding new functionality, reinforcing and promoting existing capabilities and highlighting its analytical potential. These developments support our ongoing commitment to finding solutions that maximise benefits for both our customers and our business.
| Introduction from Joint Chairmen | 80 |
|---|---|
| Board of directors | 82 |
| Corporate governance report | 84 |
| DLC nominations committee | 94 |
| DLC audit committee | 97 |
| DLC sustainable development committee |
105 |
| Mondi Limited social and ethics committee |
107 |
| DLC executive committee | 108 |
| Remuneration report | 113 |
| Other statutory information | 134 |
Overview
Our flexible paper bag is the next generation in sustainable courier express solutions, enabling a faster packaging process and lower logistic costs.
You will have seen our introduction to the Integrated report and read the Strategic report on pages 12 to 77. Here we wish to provide some further detail on how the Boards have operated during the year, how our governance framework is working in practice and the key areas of focus for us.
Our clear and consistent strategy is to deliver value accretive growth by focusing on our four strategic value drivers – to drive performance along the value chain; to invest in assets with cost advantage; to inspire our people and grow responsibly; and to partner with our customers for innovation. After the Boards' detailed review of Mondi's strategy during the year, we continue to believe that our approach remains appropriate and supports our commitment to delivering long-term value to shareholders.
During 2016 and early 2017 a number of large capital investment projects were approved in line with our strategy, including a new 300,000 tonne per annum kraft top white machine and related pulp mill upgrade at Ružomberok (Slovakia) and an investment of €335 million to modernise our mill at Štětí (Czech Republic). These investments are progressing well, with regular updates provided to the Boards during the year, allowing developments to be monitored. Visits to both sites by members of the Boards were undertaken during the year, allowing the directors to hear first hand about the development of these projects from local management. More information can be found on page 91.
During the year, the Boards also considered a number of potential acquisitions. In particular, we approved the acquisition of Powerflute Group Holdings Oy (Finland), a producer of high-performance semichemical fluting.
The proposed acquisition, which remains subject to competition clearance and customary closing conditions, will be integrated into Mondi's Packaging Paper business unit and will allow us to expand our customer offering in terms of both product range and geographic reach.
Further information relating to Mondi's strategy and developments during the year can be found in the Strategic report on pages 12 to 77.
During 2017 there were two key changes to our board composition.
Firstly, as announced in February 2017, David Hathorn stepped down as Mondi's Group Chief Executive Officer at the conclusion of the Annual General Meetings on 11 May 2017 after 26 years with Mondi. While it was with sadness that we said goodbye to David, we were delighted to appoint Peter Oswald as Group Chief Executive Officer. Peter has now been in the role for almost a year and has proven that he is extremely capable of leading the Group, providing continuity but at the same time looking to move the business forwards and working to establish his own relationships with investors and other stakeholders. Further details of Peter's appointment can be found on page 95. Following his appointment, Peter took the opportunity to review the membership of the DLC executive committee. This resulted in the appointment of a number of additional members designed to better reflect the structure of the business and to provide the committee with a broader perspective. Further details can be found on page 110.
Secondly, Anne Quinn stepped down as a non-executive director and from her roles as Senior Independent Director and chairman of the DLC remuneration committee, also at the conclusion of the Annual General Meetings on 11 May.
Fred Phaswana David Williams Joint Chairmen
John Nicholas replaced Anne as Senior Independent Director and Tanya Fratto took over Anne's role of remuneration committee chairman, having served on the committee since her appointment to the Boards on 1 January 2017. This, in addition to her experience gained as a member of another remuneration committee prior to her appointment to Mondi, meant that Tanya was well-placed to take over the role.
Although the composition of the committees is kept under regular consideration, these changes prompted a more thorough review of committee memberships, resulting in changes to the membership of the audit, sustainable development and social and ethics committees, as well as the executive committee as already explained. Further details can be found in each committee's report.
Safety remains a key priority for us and is a focus of every board meeting. We were deeply saddened by the two fatalities we experienced during the year, one in our South African forests following a timber vehicle incident and the other at our Tire Box plant in Turkey during electrical faultfinding activities at a bundle-strapping machine. In addition, an employee was reported as missing (presumed deceased) in Russia during preparation for cleaning activities on the river in our Syktyvkar logging operations. In all instances, we were kept fully up to date by management of the investigations in order to help us to understand the events involved and how we might prevent such incidents in the future. We continue to strive for zero harm and this goal remains fundamental to the way we do business.
Building on the Top 5 Fatal Risks approach introduced in 2013, we continued to address the top risks in all of our operations in 2017 in order to engineer them out of the
business or, where this isn't possible, to implement robust controls. We also apply our top risks approach to our maintenance shuts – during which between 200 and 3,000 contractors work on-site at our mills at any one time – as some of our highest risk activities occur during these shuts and large or non-routine projects. We continue to strengthen and review our risk assessments and controls to prevent serious injuries from happening again. We also acknowledge that we need to place more importance on behavioural aspects of safety, so in 2017 we introduced the 24-hour safety mindset, whereby safety is seen as something we do for ourselves, for our families, and for our colleagues and their families. We will continue to strengthen our safety culture and our engagement and training efforts to prevent serious incidents from occurring in the future.
Maintaining a culture that we can be proud of, that encourages people to want to work for Mondi and that promotes ethical behaviour is central to our decision-making and the way in which the Boards operate. Mondi is a culturally diverse organisation with operations in more than 30 countries and so having a set of common values and goals, while respecting local customs and methods of working, is key to achieving this. We believe that clear values and a focus on ethical behaviour allow the business to perform more efficiently and effectively and are supportive of our long-term strategy.
Mondi has a strong governance framework designed to promote high ethical standards. This is supported by a number of Group policies. Mondi's code of business ethics, setting out five principles governing the way in which we do business, is integrated throughout the Group and is widely understood. The code clearly communicates to employees and other stakeholders the values that are most important to the business and forms the basis of the behaviour we expect from everyone we work with. In addition, our business integrity policy addresses more specifically our position on anti-bribery and anti-corruption matters. Our approach is explained in more detail on page 53.
Culture is a key consideration when we are looking to make acquisitions, with a review of personnel issues, management and compliance processes forming part of our due diligence processes. Time is also spent following an acquisition in ensuring that our policies, procedures and practices are implemented, particularly when it comes to safety and business integrity. There was specific focus during 2017 on the safety standards of those businesses acquired during 2016 and significant work has been undertaken to ensure that our culture in this regard is embedded and that they meet the same high standards as the remainder of the Group.
Engagement with employees is critical to ensuring that Mondi's values are put into practice. There are a number of ways in which the Group Chief Executive Officer communicates with employees, including open-door days, question and answer sessions, videos and newsletters. Members of the DLC executive committee are encouraged to offer similar opportunities. The first virtual leadership meeting for Mondi's senior leaders was also held during the year.
During January 2018 Mondi undertook a Group-wide employee survey, the last one having been carried out at the end of 2015. While the results are not yet available, the results and any key messages or concerns that they might highlight will be reviewed by the Boards and the implementation of any required actions by management monitored. The high level of responses to these surveys suggests that employees appreciate the opportunity to have their views heard and feel that it is worthwhile taking the time to respond.
We also look to engage with shareholders and our wider stakeholders wherever possible so that we can understand their views and consider their interests during our board deliberations. Their views provide us with a different perspective and help us to ensure that our discussions are not too inwardly-focused. A programme of investor events takes place throughout the year as well as consultation on specific matters where appropriate. In addition, the remit of the DLC sustainable development committee includes stakeholder engagement and one of its key areas of focus is the way in which Mondi interacts with our stakeholders including local communities, NGOs and suppliers.
The impact our business has on the environment is also the subject of regular review. Such engagement will continue to be a focus for us during the coming year. More information can be found on pages 111 and 112.
The governance environment in which we operate has continued to evolve during the year with the introduction of the South African King IV Governance Code. We regularly review our governance framework and practices to ensure they are still appropriate and where necessary, changes have been made to ensure we are in line with the new provisions. The new code increases the focus on ethical behaviour, sustainable practices and diversity. We also note the revised version of the UK Corporate Governance Code recently published for consultation, which looks to further develop the same areas.
Your Boards are reviewing the proposals set out in the consultation and will look to amend our practices where appropriate.
The key matters considered by each of the committees during the year are set out later in the report but we highlight in particular the work of the DLC nominations committee in relation to diversity, reviewing the initiatives Mondi has in place, considering the long-term aims in this regard and updating the Group's diversity policy to reflect these. The completion of the audit transition from Deloitte to PwC was a key focus for the DLC audit committee and the DLC sustainable development committee spent time considering the requirements of the UK Modern Slavery Act, resulting in approval by the Boards of a statement on Mondi's practices.
The following report is intended to demonstrate how our governance framework operates on a day-to-day basis and how this influences Mondi's culture and the way in which the Group is managed. We hope that, together with the Strategic report and Financial statements, this will provide you with an overview of how we are looking after the interests of you, our shareholders, as well as our wider stakeholders and the way in which governance is integrated into our business.
Fred Phaswana David Williams Joint Chairman Joint Chairman
| Fred Phaswana 73 Joint Chairman |
Appointed June 2013 Independent Yes (on appointment) Committee memberships Nominations, social and ethics Qualifications MA (Unisa), BCom (Hons) (RAU), BA (Philosophy, Politics and Economics) (Unisa) |
Experience Fred has a wealth of experience in African and global businesses with well developed strategic and commercial skills having previously been regional president of BP Africa, a non-executive director of Anglo American plc and chairman of Anglo American South Africa, Anglo Platinum, Transnet, Ethos Private Equity, the South African Energy Association and the Advisory Board of the Cape Town Graduate School of Business. Fred was chairman of Standard Bank group and The Standard Bank of South Africa between 2010 and 2015. He was also the former vice chairman of WWF South Africa and Business Leadership of South Africa and was the honorary president of the Cape Town Press Club. External appointments Chairman of the South African Institute of International Affairs and non-executive director of Naspers Limited. |
|---|---|---|
| David Williams 72 Joint Chairman |
Appointed May 2007 and as Joint Chairman in August 2009 Independent Yes (on appointment) Committee memberships Nominations (chairman), remuneration Qualifications Graduated in economics from Manchester University, chartered accountant (UK) |
Experience David has significant experience in senior financial roles held across a range of multinational companies, with board experience as both an executive and non-executive director. He retired as Finance Director of Bunzl plc in January 2006, having served on the board for 14 years. He was previously a member of the Tootal management board and Finance Director of Tootal plc. David has also held senior independent director and committee chair roles at a number of companies. Formerly a non-executive director of the Peninsular & Oriental Steam Navigation Company, Dewhirst Group plc, Medeva plc, George Wimpey plc, Taylor Wimpey plc, Tullow Oil plc, Meggitt plc and Dubai-based DP World Limited. External appointments None. |
Peter Oswald
Chief Executive Officer
55
Experience
Peter has over 26 years' experience in the packaging and paper sector with detailed knowledge of operations and extensive experience in acquisitions, the restructuring, turnaround and organic growth of businesses and inspiring large teams. He began his career with Deutsche Bank and automotive company KTM. He joined the Frantschach Group in 1992 as the Head of Internal Audit, later becoming Corporate Controller.
After serving as chief executive of the bag and flexibles business from 1995 to 2001, he was appointed chief executive of Mondi Packaging Europe in 2002, leading its subsequent integration with Frantschach into the new Mondi packaging division. Having held a number of senior executive roles within Mondi, Peter was appointed Chief Executive Officer of the former Europe & International Division in January 2008 and Chief Executive Officer of the Mondi Group in May 2017.
He was a non-executive director of Telekom Austria AG between 2008 and 2014 and of MIBA AG between 2014 and 2015 and chairman of the supervisory board of OMV AG between 2015 and 2016.
External appointments None.
Andrew King 48 Chief Financial Officer
Appointed October 2008 Independent No
Appointed January 2008 and as Chief Executive Officer in May 2017 Independent No
and ethics Qualifications Graduated in law from the University of Vienna and in business administration from WU-Vienna Business School
Committee memberships Executive (chairman), sustainable development, social
Executive Qualifications Graduated in commerce from the University of Cape Town, chartered accountant (South Africa)
Committee membership
Andrew has more than 15 years' experience with Mondi in various strategy, business development and finance roles. He has played a key role in defining the Group's strategic direction and re-shaping the capital structure since listing.
Andrew completed articles with Deloitte & Touche in Johannesburg in 1994. In 1995 he joined Minorco, part of Anglo American, as a financial analyst, before assuming responsibility for the group's investment management activities, and transferring to their corporate finance department in 1998. He worked on a number of group M&A activities before being appointed a vice president of Anglo American Corporate Finance in 1999. He was appointed Mondi's Vice President of Business Development in 2002 and Corporate Development Director in 2004. He served as Chief Financial Officer of Mondi from June 2005 to May 2006. He was then appointed as Group Strategy and Business Development Director before becoming the Chief Financial Officer of the Mondi Group in 2008.
External appointments
None.
| John Nicholas Appointed October 2009 and as 61 Senior Independent Director Senior Independent in May 2017 Director Independent Yes Committee memberships Audit (chairman), nominations Qualifications Master's degree in business administration from Kingston (UK) |
Experience John has business and commercial experience, in particular experience of capital intensive manufacturing companies. John spent his early career in technology-focused international manufacturing and service companies involved in analytical instruments, fire protection and food processing. He became Group Finance Director of Kidde plc on its demerger from Williams Holdings and was Group Finance Director at Tate & Lyle plc from 2006 to 2008. He was a non-executive director of Ceres Power Holdings plc until December 2012, chairing the audit committee, and a non-executive director of Rotork p.l.c. until stepping down in February 2017, having served on the board for nine years and as the Senior Independent Director since June 2014. |
|
|---|---|---|
| University, chartered accountant | John served six years until April 2015 as a member of the UK Financial Reporting Review Panel, which seeks to ensure that the provision of financial information by public and large private companies complies with relevant reporting requirements. |
|
| It was announced in September 2017 that John will retire as a non-executive director of Hunting PLC at its Annual General Meeting in April 2018 after almost nine years in the role. |
||
| External appointments Non-executive director of Hunting PLC where he chairs the audit committee, chairman of Diploma PLC where he was previously the senior independent director and chair of the remuneration committee and non-executive director and chairman designate of Porvair plc. |
| Dominique Reiniche 62 Non-executive director |
Appointed October 2015 Independent Yes Committee memberships Nominations, remuneration, sustainable development Qualifications MBA from ESSEC Business School in Paris |
Experience Dominique has extensive business understanding of operating in Europe and has international consumer marketing and innovation experience. She started her career with Procter & Gamble before moving to Kraft Jacobs Suchard as Director of Marketing and Strategy where she was also a member of their executive committee. After helping Jacobs Suchard through its acquisition by Kraft, Dominique joined The Coca-Cola System in 1992, starting in sales and marketing and then holding various roles of increasing responsibility up to General Manager France. From 2002 to early 2005 she was President Europe for Coca-Cola Enterprises and from 2005 she was President Europe for the Coca-Cola Company and then chairman from 2013 until stepping down in 2014. |
|---|---|---|
| Dominique was a non-executive director of Peugeot-Citroen SA between 2012 and 2015 and of AXA SA between 2005 and 2017. |
||
| External appointments Non-executive director of Chr. Hansen Holding A/S, Paypal (Europe) and Severn Trent Plc. |
Stephen Harris 59 Non-executive director Appointed March 2011 Independent Yes Committee memberships Audit, nominations, remuneration, sustainable development (chairman), social and ethics (chairman) Qualifications Chartered engineer, graduated in engineering from Cambridge University, master's degree in Experience Stephen has extensive experience in engineering and manufacturing having spent his early career with director of Brixton plc from 2006 to 2009. External appointments Chief Executive Officer of Bodycote plc.
Non-executive director
57
Courtaulds plc and then moved to the USA to join APV Inc from 1984 until 1995, where he held several senior management positions. He was appointed to the board of Powell Duffryn plc as an executive director in 1995 and then went on to join Spectris plc as an executive director from 2003 until 2008. He was also a non-executive
business administration from the University of Chicago, Booth School of Business
Independent Yes Committee memberships Audit, nominations, remuneration (chairman) Qualifications BSc in electrical engineering
Tanya has wide experience in product innovation, profit and loss, sales and marketing and engineering in a range of sectors. Tanya also has extensive knowledge of operating in the US. She was CEO of Diamond Innovations, Inc., a world-leading manufacturer of super-abrasive products, until 2010. Before that she enjoyed a successful 20-year career with General Electric where she ran a number of businesses and built an experience base in product management, operations, Six Sigma and supply chain management. Prior to starting her career with General Electric, she worked at International Paper Company.
External appointments
Non-executive director of Advanced Drainage Systems, Inc., Smiths Group plc and Ashtead Group plc.
Overview
Mondi's dual listed company structure requires us to comply with the principles contained in the South African King IV Code of Corporate Governance Principles (available at www.iodsa.co.za) and the provisions of the April 2016 edition of the UK Corporate Governance Code issued by the Financial Reporting Council (available at www.frc.org.uk).
It is the view of the Boards that Mondi has complied throughout the year with all the provisions of the UK Corporate Governance Code. During the year, Mondi has assessed its compliance with King IV, which was published in November 2016 and replaces King III, and as a result, the Boards are also of the view that Mondi has been in compliance with the principles of King IV. Examples of Mondi's application of the recommended practices set out in King IV can be found throughout this governance report.
A more detailed analysis of Mondi's compliance with King IV is available on the Mondi Group website at www.mondigroup.com.
The Boards note the Financial Reporting Council's consultation on a new UK Corporate Governance Code. We are monitoring developments and await the final outcome of the consultation, at which time we will review any potential implications for Mondi.
The directors holding office during the year ended 31 December 2017 are listed on page 85, together with their attendance at board meetings. As at 31 December 2017 there were eight directors: the Joint Chairmen, four non-executive directors, each considered by the Boards to be independent, and two executive directors.
The size and composition of the Boards and its committees are kept under review by the nominations committee. We are of the view that collectively there is an appropriate balance of capabilities, business experience, independence and diversity on the Boards to meet the Group's current business needs. The directors have experience gained from a range of international organisations.
Those in office as at the date of this report, together with their biographical details, can be found on pages 82 and 83.
| Directors | Mondi Limited board (one meeting) |
Mondi plc board (one meeting) |
DLC board (seven meetings) |
|---|---|---|---|
| Fred Phaswana | 1 | 1 | 7 |
| David Williams | 1 | 1 | 7 |
| Tanya Fratto | 1 | 1 | 7 |
| Stephen Harris | 1 | 1 | 7 |
| David Hathorn1 | 1 | 1 | 3 |
| Andrew King | 1 | 1 | 7 |
| John Nicholas | 1 | 1 | 7 |
| Peter Oswald | 1 | 1 | 7 |
| Anne Quinn2 | 1 | 1 | 3 |
| Dominique Reiniche | 1 | 1 | 7 |
1 David Hathorn retired from the boards of Mondi Limited and Mondi plc on 11 May 2017. David attended all meetings up to the time of his retirement from the Boards
2 Anne Quinn retired from the boards of Mondi Limited and Mondi plc on 11 May 2017. Anne attended all meetings up to the time of her retirement from the Boards
A policy is in place pursuant to which each director may obtain independent professional advice at Mondi's expense in the furtherance of their duties as a director of either Mondi Limited or Mondi plc. No requests were received during the year.
In addition, each of the committees are empowered, through their terms of reference, to seek independent professional advice at Mondi's expense in the furtherance of their duties.
Throughout the year to 31 December 2017, in line with market practice, Mondi maintained directors' and officers' liability insurance.
Company law, the memorandum of incorporation of Mondi Limited and the articles of association of Mondi plc allow directors to manage potential conflicts. A formal procedure is in place for the reporting and review of any potential conflicts of interest involving the Boards with support from the Company Secretaries, with authorisations reviewed on an annual basis.
Mondi comprises Mondi Limited, registered and listed in South Africa, and Mondi plc, registered and listed in the UK. Each entity has its own board of directors comprising the same individuals. This enables the effective management of the DLC structure as a single unified economic enterprise with due consideration being given to the interests of the ordinary shareholders of both Mondi Limited and Mondi plc.
Leadership of the Boards comes from the Joint Chairmen. Having joint chairmen brings to the Boards a diversity of knowledge, experience and shared values. They have agreed a rolling agenda to ensure that all key matters reserved for the consideration of the Boards are covered in the annual cycle of meetings. Agendas for each meeting are agreed with the chairmen to ensure that, in addition to regular items, consideration is being given to matters that may impact the Group's operations from the wider economic or business environment. During 2017 for example the Boards received presentations on Russia and Turkey as well as the new South African King IV Code of Corporate Governance Principles. Responding appropriately to the changing environment in which the Group operates is vital for Mondi's long-term success.
The Boards meet at least six times a year as a DLC board plus at least once each year as separate legal entity boards. Each board programme is usually held over two days enabling the directors to spend more time together and form a greater understanding of each other's characters, aiding discussion and challenge in the board room and creating a positive and constructive dynamic. Fred Phaswana chairs those meetings held in South Africa and David Williams those held in Europe. Together they oversee the distribution of appropriate, accurate and well-presented materials, with meeting packs being circulated electronically a week before each meeting. They also ensure there is sufficient debate and consultation with management and advisers as well as between the directors themselves during meetings, allowing considered and effective decisions to be reached. As appropriate, other senior executives and advisers are invited to attend and present at meetings, providing the non-executive directors with a broader perspective on matters under consideration.
The Boards are supported by the committees that have been established in line with governance practice and to which the Boards have delegated specific areas of responsibility. The role of each committee is described in more detail later in this report. Each committee has the authority to make decisions according to its terms of reference. Work programmes are agreed by each committee that are designed around the annual business calendar and their respective terms of reference. The matters reserved for the Boards together with the terms of reference of each of the committees are reviewed on an annual basis and when there have been changes in circumstances, governance or regulation. These are available on the Mondi Group website. During 2017 certain of the committee terms of reference were updated, primarily in response to changes introduced by King IV.
The committees meet prior to meetings of the Boards to enable the committee chairs to report to the Boards. This facilitates the communication between directors. It also ensures that all aspects of the Boards' mandate have been addressed and enables any necessary recommendations or advice relevant for deliberations to be provided.
Only committee members are entitled to attend committee meetings, although the chairman of each committee can invite, as they consider appropriate, management and advisers to meetings to provide information and insights, answer questions and to assist the committees in carrying out their duties.
Governance
The chairmen agree an annual work programme for the Boards that ensures all matters reserved for review by the Boards are covered. The Boards are satisfied that this was the case during the year. Additional matters are added to each meeting agenda as the need arises throughout the year, usually in connection with strategic opportunities that have presented themselves or where market conditions or operational performance discussions trigger a request for a more in-depth review.
Each meeting includes a report from the Chief Executive Officer providing an operational update; a report from the Chief Financial Officer on the Group's financial performance; an update on safety performance; country assessments for key geographic locations where the Group operates; and a report from the Company Secretaries on recent governance and regulatory matters.
eReview of the output from the internal board evaluation process and agreement of an action plan (see page 93 for more information).
eA review of the Group's risk management processes, plan and risk tolerance levels and internal controls, with consideration of risk monitoring, mitigation activities and independent assurance processes.
eConsideration of a number of regular matters that are reserved for the Boards (see schedule on the Mondi Group website).
Mondi has joint chairmen, Fred Phaswana and David Williams, with the Chief Executive Officer role held separately by Peter Oswald. The division of responsibilities between the Joint Chairmen and the Chief Executive Officer has been clearly defined and approved by the Boards. They do however work closely on matters such as the relationships with major shareholders and other external parties. The Joint Chairmen provide support and advice while respecting the executive responsibility of the Chief Executive Officer. They maintain an effective relationship and have regular interaction through meetings and telephone calls outside the formal board meeting cycle. This provides opportunities for regular updates on business objectives and priorities.
Having joint chairmen ensures the Group and its stakeholders benefit from an extensive knowledge and experience of the jurisdictions relating specifically to its dual listed company structure. The Joint Chairmen maintain a regular dialogue with each other and manage the Boards through mutual agreement.
The main positions held by each of the Joint Chairmen outside the Mondi Group are detailed in their biographies set out on page 82. There have been no changes to the commitments of either chairman during the year. Both chairmen were independent upon appointment.
With the Joint Chairmen now having minimal commitments external to Mondi, the Boards continue to consider that they each devote sufficient time to their duties to Mondi, with both having attended all meetings and made themselves available to management and other directors when required.
| Role | Key responsibilities include: |
|---|---|
| Joint Chairmen | e to lead and manage the Boards, setting the agenda, providing |
| Fred Phaswana | direction and focus, ensuring effectiveness and open and transparent debate |
| David Williams See |
e to ensure there is a constructive relationship between the executive directors and non-executive directors |
| 82 biographies |
e to ensure high standards of corporate governance and ethical behaviour and oversee the culture of the Group |
| e to oversee the induction, training and development of directors and the consideration of succession |
|
| e to ensure effective communication with shareholders and other stakeholders |
|
| e to ensure the Boards receive accurate, timely and clear information to support discussion and decision making |
|
| Chief Executive Officer |
e to lead and manage the business with day-to-day responsibility for running the operations and, in particular, the execution of |
| Peter Oswald | strategy within the delegated authority from the Boards |
| See 82 |
e to ensure the communication of Mondi's values and goals throughout the organisation, leading by example |
| biography | e to chair the DLC executive committee and lead and motivate the management team |
| e to ensure the Group has effective processes, controls and risk management systems |
|
| e to develop and implement Group policies, including with regard to safety and sustainability |
|
| e together with the Chief Financial Officer, to lead the relationship with institutional shareholders |
|
| Executive director |
e to manage the day-to-day operations of the Group, in this case within his remit as Chief Financial Officer, in accordance with |
| Andrew King | authority delegated by the Boards |
| See 82 biography |
Overview
| Role | Key responsibilities include: |
|---|---|
| Senior Independent Director (SID) |
e providing support to, and acting as a sounding board for, the Joint Chairmen and other non-executive directors |
| John Nicholas | e acting as a point of contact for shareholders e being available as a trusted intermediary for the other directors, |
| as necessary | |
| See 83 biography |
e chairing a meeting of the non-executive directors at which the performance of the Joint Chairmen is considered |
| Independent | e to provide independent oversight of the Group's activities |
| non-executive directors |
e to offer an external perspective to, and constructively challenge, management |
| Tanya Fratto | e to monitor management performance and the development of |
| Stephen Harris | the organisational culture |
| Dominique Reiniche |
e to review and agree strategic priorities and monitor the delivery of the Group's strategy |
| See 83 biographies |
e to ensure the integrity of financial reporting and the effectiveness of internal controls and risk management |
| e to determine executive director remuneration | |
| Company secretaries |
e to support the Joint Chairmen in the delivery of accurate and timely information ahead of each meeting |
| Philip Laubscher | e to ensure compliance with board and committee procedures |
| Jenny Hampshire | e to act as a key point of contact for Joint Chairmen and non executive directors |
| See 109 biographies |
e to provide support to the Boards and committees, and advise on governance, statutory and regulatory requirements, including presenting a report at each board meeting highlighting any areas of development or change |
| e to provide advice on legal, governance and listing requirements in both South Africa and the UK, in particular relating to continuing obligations and directors' duties |
During the year, John Nicholas was appointed as Mondi's Senior Independent Director (SID) following Anne Quinn's retirement from the Boards. The SID has a key role to play in ensuring the smooth operation of the Boards, primarily by providing support to the Joint Chairmen, as well as the other directors, where required. The function and duties of the SID are set out in a separate statement of responsibilities.
The non-executive directors provide a valuable level of independent oversight of the Group's activities and constructive challenge of management. Their varied business backgrounds enable them to apply diverse knowledge and experience to issues raised with the Boards, particularly when considering strategic growth opportunities. They each actively participate in the decisionmaking, discussing and tackling issues with a frankness and openness of mind, and dedicate sufficient time to effectively discharge their duties to Mondi.
Meetings of the non-executive directors are held twice a year. These meetings focus particularly on the performance of the executives although the agendas are driven by the non-executive directors themselves and cover a variety of topics. One of these meetings is attended by the Chief Executive Officer in order to provide input to the discussions on executive performance and succession.
The Company Secretary of Mondi Limited and of Mondi plc work together on the co-ordination of Mondi's DLC structure. They are appointed and removed by the Boards and are accountable to the Boards as a whole.
Pursuant to the Listings Requirements of the JSE, the Boards confirm that they have reviewed and are satisfied that each of the Company Secretaries is competent and has the relevant qualifications and experience. Their biographies are on page 109.
In assessing their competence and the quality of the corporate governance services they provide, the Boards have considered the expected role and duties pursuant to the requirements of both the South African and UK Companies' Acts, governance codes and continuing obligations of the stock exchanges on which Mondi is listed, and considered their respective compliance with each of these. The Boards have reviewed their performance not only during the last year but since joining Mondi.
The Boards concluded that the Company Secretaries have each complied with all the requirements of the Companies Acts, governance codes and continuing obligations of the relevant stock exchanges and that the arrangements in place for monitoring and assessing their competence and performance are effective.
While all directors have access to the advice and services of the Company Secretaries, the Company Secretaries maintain an arm's length relationship with the Boards. They do not take part in board deliberations and only advise on matters of governance, form or procedure. Throughout the year they have ensured compliance with board procedures and have provided independent advice to the Boards, in particular the chairmen and non-executive directors, on a range of governance and compliance matters and best practice.
When new directors join the Boards they undertake an induction. While there is an outline induction programme in place, this is discussed with each new director and is tailored to meet any specific requirements, in particular any committee responsibilities. The programme generally includes meetings with each member of the executive committee and key advisers as well as site visits. The aim is to provide a new director with sufficient background and information about the Group and its performance and to highlight any specific areas of risk or concern. Following her appointment on 1 January 2017 and a number of initial meetings, Tanya continued her induction throughout the year, with this including visits to Mondi's mills in Štětí (Czech Republic) and Ružomberok (Slovakia) (more details are provided below).
The directors are encouraged wherever possible to visit Mondi's key assets and operations so that they can see them first hand and get a more in-depth understanding of the business as well as meet local management and staff. Such visits also allow the directors to better understand the culture within our businesses and to ensure that Mondi's values are being effectively communicated and put into practice.
In October 2017, the directors visited Mondi's integrated pulp and paper mill in Ružomberok. The visit included a presentation from the local management team, providing the Boards with an update on matters including safety, financial and productivity performance, quality and environmental performance.
The directors undertook a tour of the mill, giving them an opportunity to see in practice the results of recent investment and to speak directly to local management and staff about the planned 300,000 tonne per annum kraft top white machine and related pulp mill upgrade approved by the Boards in 2016.
During the year, Tanya Fratto, as part of her continuing induction, and Dominique Reiniche undertook a visit to Mondi's office in Vienna, Austria to meet with a number of Mondi's business unit chief executive officers, enabling them to have one-on-one discussions about more detailed aspects of each business unit.
This was followed by visits to our plants in Korneuburg (Austria) and in Štětí. A tour of each plant was undertaken and management presentations provided. The visit to Štětí gave Tanya and Dominique the opportunity to see the completed bleached kraft paper machine completed in 2014 and to speak to local management about the €335 million investment approved by the Boards in January 2017 to modernise the mill.
Site visits by the directors, either individually or collectively, remain high on the agenda in 2018 with a visit to our mill in Syktyvkar being planned for the Boards during the year.
Overview
Strategic report
Board presentations
The Boards have also received updates on information technology risk through two detailed presentations given to the DLC audit committee during the year (see page 99 for more information).
Part of the Boards' annual rolling agenda is focused on updating skills and knowledge. Presentations and reports aimed at providing wider context to the Group's activities and position in the market are provided regularly to the Boards and periodically Mondi's South African and UK advisers facilitate sessions on the duties and responsibilities of directors and on corporate governance developments. Management also provide updates on issues affecting the packaging and paper industry as a whole and regular feedback is provided through the sharing of analyst and broker reports and briefings. The chief executive officer of each of Mondi's business units presents to the Boards at regular intervals, giving directors the opportunity to meet members of senior management and to understand more thoroughly developments within each business unit.
Each director can discuss any development needs with one of the Joint Chairmen at any time but the opportunity arises more formally during the annual review process when discussions regarding individual performance are held. In addition, all directors are encouraged to strengthen and refresh their knowledge by attending workshops, seminars and courses relevant to their respective roles, and details of the availability of these are provided regularly.
To ensure the directors are aware of developing trends and future changes in governance and regulation and the likely impact on the Group, the Company Secretaries report to the Boards at each meeting. They also brief the directors on governance and regulatory consultations for information and to assist the directors with context for their decision-making during board and committee deliberations. Other corporate function specialists, for example from Group tax and Group treasury, report to the Boards to enable the directors to gain a greater insight into the way Mondi is managed and controlled. This provides opportunities to question processes, resources and key risks as well as providing context on the wider economic environment.
Although it is recognised that valuable experience can be gained from executive directors accepting appointments as nonexecutive directors on other boards, it is important to ensure the appropriateness and number of such commitments. Mondi has a policy setting out the parameters regarding such appointments.
A director will retain any fee paid to them in respect of directorships external to Mondi. Neither of Mondi's executive directors currently holds a directorship external to Mondi.
While on the Boards, David Hathorn was appointed chairman of Kore Potash Limited, an advanced stage mineral exploration and development company listed on the Australian stock exchange with a primary asset in the Republic of Congo and with its head office in Johannesburg. The Boards were satisfied that the nature of the business, its location and the time commitment expected, would not interfere with David's role and commitments at Mondi. During 2017, up to the date of his retirement from the Boards, David received shares in Kore Potash Limited worth AUD155,000. No other fees were paid to David between 1 January 2017 and the date of his retirement in respect of this role.
After a year in office, Peter Oswald resigned his chairmanship of the supervisory board of OMV AG in May 2016. During 2017, Peter received fees totalling €30,918 representing fees owed from his prior appointment.
During 2017 Stephen Harris completed his second three-year term in office. A more detailed review of his performance, including consideration of the governance codes' requirements, evaluation feedback and shareholder opinion, was considered against the time he devotes to his duties at Mondi and his other business commitments. Feedback from his fellow directors and his contribution to the board debate were also taken into account. It was concluded that Stephen remained independent and able to contribute effectively to Mondi in the best interests of shareholders, both in his role as a director and as chair of both the DLC sustainable development and Mondi Limited social and ethics committees.
Below are the key actions reported last year following the external evaluation undertaken in 2016 and details of the progress we have made against those actions:
| Action agreed from 2016 evaluation | Progress achieved |
|---|---|
| To consider the need for further site visits by the Boards in light of recent developments in the business and its strategic direction and changes to the composition of the Boards. |
As part of the programme of meetings in October 2017, the Boards visited Mondi's mill in Ružomberok (see page 91 for more information). The need for further site visits is being kept under review with a visit to Mondi's Syktyvkar mill being planned for 2018. |
| To review and refine the format of the safety reports presented to the Boards. |
The format of the safety reports has been reviewed in conjunction with the chairman of the DLC sustainable development committee. Adjustments were made in order to provide a clearer summary of key incidents and statistics to the Boards. The revised format has been in use since May 2017. |
| To continue to focus on innovation and quality, ensuring that the Boards receive relevant updates and presentations in this regard. |
An annual update on quality and innovation matters has been added to the Boards' annual rolling agenda. During 2017, the Boards received a presentation from the Chief Innovation Officer. |
| To include in acquisition proposals presented to the Boards sufficient insight into the due diligence undertaken in relation to the management and culture of the business to be acquired. |
Although already included in Mondi's due diligence processes, this is now a specific item to be considered when preparing such papers for the Boards. |
In line with best practice, we have conducted external evaluations at least once every three years, the last time being in 2016. In 2017, the Boards determined that an internal evaluation was appropriate, recognising the opportunity this provides to reflect on the activities and performance of the Boards, committees and individual directors, and to consider improvements to the operation of the Boards.
The process was facilitated by the Company Secretaries and is illustrated below:
The results confirmed that the Boards continue to operate well and to a high standard, with open and effective debate, opportunity for challenge and full and active participation from all members of the Boards. The report also highlighted the culture of transparency and positive dynamics on the Boards, allowing the directors to focus on the key issues and to voice their views openly.
The review of the performance of the Joint Chairmen, led by John Nicholas as the Senior Independent Director, incorporated feedback from the non-executive and executive directors. Consideration was given to the effective leadership of the Boards, how they worked together, their time commitment and the management
of the meetings. The positive working relationship between the Joint Chairmen and the way in which they effectively manage their joint role was noted.
The key actions agreed by the Boards following the 2017 evaluation are:
e to continue to assess opportunities for growth as and when they arise with management providing detailed overviews to the Boards of any potential options when appropriate;
e to maintain the high level of focus on safety, considering in particular the behavioural and cultural reasons behind life altering injuries and other serious safety incidents;
The Boards consider that they continue to benefit from the annual review process, the results from which help guide the future focus of meeting agendas and behaviours.
" Succession planning was a key focus for the committee during the year, with Peter replacing David as Chief Executive Officer, Tanya replacing Anne as chair of the remuneration committee and John's appointment as Senior Independent Director. This gave the committee the opportunity to review the composition of each of the committees and to refresh the membership where appropriate. Diversity at board and executive committee level as well as throughout the organisation was also a key subject for the committee."
| Members throughout the year |
Committee member since |
Meeting attendance (seven meetings in the year) |
|---|---|---|
| Tanya Fratto |
January 2017 | 7 |
| Stephen Harris |
March 2011 | 7 |
| John Nicholas |
October 2009 | 7 |
| Fred Phaswana |
June 2013 | 7 |
| Anne Quinn1 |
May 2007 | 3 |
| Dominique Reiniche |
October 2015 | 7 |
| David Williams, chairman |
May 2007 | 7 |
1 Anne Quinn stepped down from the committee on 11 May 2017. Anne attended all meetings up to the time of her retirement from the Boards
e Chief Executive Officer
While sound succession planning has always been a priority for the committee, David Hathorn's decision to retire from the Boards and as Group Chief Executive Officer brought this to the forefront during the early part of the year. This planning has proven to be effective with Peter Oswald, previously Chief Executive Officer of Mondi's former Europe & International Division, being appointed to the Group chief executive role at the conclusion of the Annual General Meetings on 11 May 2017. Peter's experience and detailed knowledge of Mondi's operations were integral to the committee's decision. Further details on the appointment process can be found on page 95.
During the year, Tanya Fratto also replaced Anne Quinn as chairman of the DLC remuneration committee and John Nicholas was appointed Senior Independent Director. These changes resulted in a thorough review of the membership of each of the committees and the opportunity to appoint new members in some cases, providing a new perspective.
Chairman of the DLC nominations committee
Diversity was also a key focus for the committee with gender, race and other forms of diversity being an area of discussion and debate. Mondi is conscious of the challenges it has in this area, both at board and senior management level and throughout the business, and creating an effective, more diverse pipeline up to the DLC executive committee and to the Boards will continue to be an area of focus in the coming year. We are committed to improving diversity in all forms and have implemented a number of initiatives aimed at achieving this. However we are also aware that a long-term strategy is required. In light of this and the increasing regulatory and governance requirements in this area, the committee reviewed the Group's diversity policy during the year, recommending a number of changes to the Boards for approval. Further details can be found on page 96.
The committee's remit is set out in terms of reference adopted by the Boards. The committee's performance against these terms of reference is reviewed on an annual basis. The committee is satisfied that it has acted in accordance with its terms of reference during the year.
On appointment each non-executive director receives letters of appointment setting out, among other things, their term of appointment, the expected time commitment for their duties to Mondi and details of any committees of which they will be a member. Non-executive directors are initially appointed for a three-year term, after which a review is undertaken to consider renewal of the term for a further three years. However, Mondi follows governance best practice with all directors standing for re-election by shareholders at each Annual General Meeting.
On 31 January 2017, David Hathorn notified the Boards of his decision to retire from the Boards and as Group Chief Executive Officer. David's decision required the committee and the Boards to give immediate consideration to an appropriate replacement for David, with the starting point being the succession planning undertaken during prior years in preparation for David's eventual departure. This had identified Peter as a potential successor to David.
The committee reviewed the qualifications, skills and experience required for the role and the key responsibilities, including to lead and manage the business and the Group's day-to-day operations as well as the relationship with institutional investors. These responsibilities are explained in more detail on page 89.
Peter's ability to perform the role was then considered in detail in light of these requirements. Factors considered included his industry experience and his in-depth understanding of the way in which Mondi operates. Having joined Mondi in 1992, his detailed knowledge of the Group and its operations and his involvement with the development of the Group over many years were key. Having been on the Boards since 2008, Peter's values and his understanding of Mondi's culture were wellestablished and his ability to lead and manage the Group was clear to the committee.
The committee, and the Boards, agreed that Peter was the appropriate person to replace David and was well-placed to lead the Group. He was subsequently appointed Chief Executive Officer at the Annual General Meetings in May 2017.
Mondi has an agreed process in place for the recruitment and appointment of new directors to the Boards. This process was followed in relation to the appointment of Tanya Fratto on 1 January 2017 and is outlined below:
The recruitment process is usually led by David Williams, Joint Chairman, and Mondi's Senior Independent Director, on behalf of the nominations committee.
The Zygos Partnership was used for the appointment of Tanya Fratto. The Zygos Partnership does not provide any other services to the Mondi Group. At the time of Tanya's appointment The Zygos Partnership, which is now part of Russell Reynolds Associates, was a signatory to the Voluntary Code of Conduct for Executive Search Firms.
Overview
Mondi is committed to encouraging and promoting diversity in all its forms.
As a global organisation operating in over 30 countries, diversity forms an integral part of the way we do business. We are committed to creating a culture that embraces diversity and provides a working environment that is flexible and non-discriminatory from recruitment and people development to reward and our talent management approach. We strive for an inclusive environment where differences are valued and embraced. We employ, empower and develop competent people with the necessary potential required to meet our business needs and maintain a competitive business advantage.
During 2017 the Boards reviewed the Group's formal diversity policy which sets out guidelines for such matters as recruitment, the use of search firms, succession and annual reviews. The review was undertaken in light of increasing expectation in this area, the Boards' desire to send a strong message and the findings of the Hampton-Alexander Review on gender diversity and the Parker Review on ethnic diversity. The revised policy builds on the original one, continuing to set out the Boards' position and clear guidelines in relation to diversity at board and executive committee level and throughout the Group. The policy requires search firms to include female candidates as well as candidates from a variety of ethnic backgrounds in order to ensure that diversity is fully considered during recruitment processes, both at board and executive committee level and throughout the organisation.
The policy also confirms the Boards' intention to work towards achieving the Hampton-Alexander Review's recommended target of 33% women on boards and across executive committees and their direct reports by 2020 and the Parker Review's recommended target of one person of colour on boards by 2021, a target that we currently meet.
However, while gender, race and other forms of diversity will always be considered, appointments at all levels will continue to be made based on skill and ability. It remains important to ensure that diversity is seen in a broader context and that we have the right mix of backgrounds, skills, knowledge and experience on our Boards, and throughout the Group, to meet our business needs and future strategy.
At the end of 2017, we had two female directors representing 25% of the composition of the Boards and one director of colour. During 2017, we also reported to the Hampton-Alexander Review that as at 30 June 2017 we had approximately 27% female representation across our executive committee and its direct reports combined. While the number of women on our executive committee has increased during the course of 2017, there is still further work required if we are to make progress towards 33%. Details of the DLC executive committee's membership during the year and as at 31 December 2017 can be found on page 110. A continued focus on the pipeline up to executive committee level is needed as well as a focus on other forms of diversity including ethnicity. Additional gender diversity statistics can be found in the Strategic report on page 48.
As part of the Boards' oversight of Mondi's diversity policy, two presentations were provided to the committee during the year in relation to diversity, covering new and ongoing initiatives to improve diversity and progress made in this regard.
In South Africa we are committed to making a positive contribution to the process of transformation. We have taken active steps to meet the requirements of broad-based black economic empowerment (BBBEE), including establishing transformation forums in our South African operations to allow our employees to discuss equity and training-related issues and ideas.
Diversity is also an essential part of Mondi's leadership development programme with the inclusion of a number of talent management and development initiatives, including the implementation of training modules such as 'Intercultural Diversity & International Business Competence' through The Mondi Academy to enhance the understanding and appreciation of the benefits of diversity within the business. Other training schemes designed to empower and support diversity include 'Success management training' with a focus on female career strategies for higher management positions and training on career building for young female employees. In addition, employee exchanges where individuals spend time working in different business units and locations around the Group enable them to gain experience of different working practices and skills as well as having exposure to different cultures. Other initiatives include mentoring and development programmes, flexible working practices and membership of an LGBT+ network and consultancy in order to support diversity and employee integration across the business world.
The Mondi cultural characteristics incorporate our aim to hire and work effectively with people who differ in race, gender, culture, age and background. We measure our progress through the use of tools such as our global employee surveys and 360° feedback.
While it is recognised that there are many challenges and there is more work to do, Mondi believes that continually sharing best practice, networking and sharing experiences both internally and externally helps us to make good progress. More details can be found on pages 47 and 48.
" The committee remained focused during the year on the completion of the transition from Deloitte to PricewaterhouseCoopers (PwC) and on working with PwC through the first full year of reporting following their appointment.
Alongside the regular review of the key risks facing Mondi, cyber security remained a key priority, with the committee receiving two detailed presentations from Mondi's Chief Information Officer on Mondi's approach to information technology risk as well as additional, practical advice on maintaining data security and tackling attempted fraud."
John Nicholas Chairman of the DLC audit committee
During the year Anne Quinn stepped down from the committee as a result of her retirement from the Boards at the conclusion of the Annual General Meetings in May 2017. Tanya Fratto, who was appointed to the Boards on 1 January 2017, was appointed as a member of the committee by shareholders at the Annual General Meetings. There were no other changes to membership during the year. John Nicholas remained chair of the committee and, being a chartered accountant and having, until April 2015, been a member of the UK Financial Reporting Review Panel, he is considered to have specific recent and relevant financial experience. John and Stephen have been on the Boards, and the committee, for more than six years and have gained a familiarity and understanding of the sector in which Mondi operates.
| Members throughout the year |
Committee member since |
Meeting attendance (four meetings in the year) |
|---|---|---|
| Tanya Fratto1 |
May 2017 | 2 |
| Stephen Harris |
March 2011 | 4 |
| John Nicholas, chairman |
October 2009 | 4 |
| Anne Quinn2 |
May 2007 | 2 |
1 Tanya Fratto was appointed to the committee on 11 May 2017. Tanya attended all meetings following her appointment
2 Anne Quinn stepped down from the committee on 11 May 2017. Anne attended all meetings up to the time of her retirement from the Boards
The committee is constituted as a statutory committee in respect of the duties set out in the South African Companies Act 2008 and a DLC committee of the Boards in respect of other duties assigned to it by the Boards.
Although Tanya was new to the Boards in 2017, her engineering background and experience in product innovation and sales and marketing meant that she was well placed to understand the sector. In addition, Tanya has attended all meetings of the committee since her appointment to the Boards, giving her the opportunity to observe and familiarise herself with the workings of the committee prior to her appointment as a member. John, Stephen and Tanya all have appropriate knowledge and understanding of financial matters and have commercial expertise gained from industries with similar capital intensive manufacturing, engineering, natural resources and technology-focused international operations. The full biographies detailing the experience of each member of the committee can be found on page 83.
In accordance with the Listings Requirements of the JSE, the committee has considered and satisfied itself that Andrew King, Mondi's Chief Financial Officer, has appropriate expertise and experience. Andrew is a chartered accountant and throughout his career has held various finance and business development roles. The committee has also considered and satisfied itself of the appropriateness of the expertise and adequacy of resources of the finance function and expertise of the senior management responsible for the finance function. As a result, the committee also confirms that it is satisfied that Mondi has appropriate financial reporting procedures in place and that these are operating effectively.
The committee operates under formal terms of reference. The committee agenda included the regular matters reserved for its review during the annual financial reporting cycle and ensured it has appropriately discharged its responsibilities during the year, having operated in compliance with relevant legal, regulatory and other responsibilities. The committee's performance against its terms of reference is reviewed on an annual basis. The committee is satisfied that it has acted in accordance with its terms of reference during the year.
The committee chairman regularly reports to the Boards on the work and output from meetings and provides any necessary recommendations or advice on matters of direct relevance to the deliberations of the Boards.
The evaluation of the committee was carried out as part of the 2017 internal evaluation (see page 93 for more information).
While the work programme largely covered the regular cycle of financial and risk related matters, the key focus for the committee during the year continued to be the audit transition from Deloitte to PwC and working with PwC during the first full year of their audit appointment. The committee was satisfied that there was a smooth transition from Deloitte to PwC, with significant work having been undertaken in 2016 towards this. Members of PwC have been present at all meetings of the committee during
the year, allowing the committee to further consolidate relationships, to hear the perspective of PwC on the transition and to receive regular updates on progress with audit work.
Cyber security also continued to be a material area of consideration for the committee given the publicity during the year around large-scale cyber attacks and increasingly sophisticated fraud attempts. The committee was provided with detailed updates on the Group's cyber security arrangements, key areas of risk,
fraud attempts and mitigating actions. Ongoing projects to improve the security of Mondi's networks and to understand and prevent the risk of an attack impacting on the Group's operational assets were particular areas of focus (see page 99 for more information).
The potential impact of a number of new IFRS accounting standards was also considered during the year.
The committee continually reviews its approach to financial reporting, being aware of the need for transparency and maintaining a focus on long-term value creation. This has included, in particular, consideration of the continued practice of publishing a quarterly update on trading conditions. Having considered the cyclical nature of our business, our competitor reporting cycles and our desire to keep the market informed, we are of the view that we should continue with this practice. We also took into account feedback received from some of the Group's largest shareholders who have indicated their support for this approach as they find that it bridges the gap between the full reporting periods and provides an update on important market dynamics that affect the sector in which Mondi operates. We continue to monitor market practice and to keep the position under review.
The committee undertakes, on a half-yearly basis, a detailed review of the information technology risk and mitigation actions. The Group's IT risk management framework has been explained with comfort obtained that it is holistic and robust, having been audited by independent third parties. The committee reviewed the IT risk register confirming that all aspects had been covered (security, compliance and availability) and noting that the top five risks were all in the area of cyber security. It was further noted that cyber security was driving the main mitigation activities, particularly in the areas of network design and security architecture.
Key areas of focus during the year included ensuring that Mondi's core systems were up to date and protected and that audits of the Group's key sites were undertaken to understand the level of risk faced by Mondi's operational assets. These audits, together with continued development of Mondi's networks to protect against fraud attempts, will remain the focus during 2018. The committee also assessed the findings of PwC's assessment of certain IT controls, performed as part of its financial statements audit.
The committee was encouraged by the level of focus being given to cyber security within the organisation, The emphasis being placed on employee awareness, education and testing was welcomed by the committee. Overall the committee concluded that the Group's IT risk management was effective and that management ensured that it was subject to continuous monitoring and improvement (see page 40 for more information).
The Group's internal control and risk management framework, embedded in all key operations, is designed to address all the significant strategic, financial, operational and compliance risks that could undermine our ability to achieve our business objectives in the future and is managed within risk tolerance levels defined by the Boards. In accordance with the provisions of the UK Corporate Governance Code, the Group has in place an internal control environment to protect the business from principal risks which have been identified. Management is responsible for establishing and maintaining adequate internal controls over financial reporting and we have responsibility for ensuring the effectiveness of these controls. Full details of Mondi's internal control and risk management framework can be found in the Strategic report on pages 34 to 40.
The committee has reviewed the risk management process and the Group's system of internal controls. The committee considers that the system of internal controls operated effectively throughout the financial year and up to the date on which the financial statements were signed.
The committee has considered each of the following items based on discussions with, and submissions by, management and satisfied itself as to the accounting treatment and presentation thereof. The most significant items were discussed with the external auditors during the planning stage and on completion of the audit. These issues are broadly similar to those addressed by the committee during 2016.
The key considerations in relation to the 2017 financial statements were:
| Matter considered | Action | |
|---|---|---|
| Special items are those financial items which the Group considers should be separately disclosed on the face of the income statement to assist in the understanding of the underlying financial performance |
The committee has critically reviewed each item presented by management as being special to ensure that the items are in line with the Group's accounting policy. |
|
| of the Group as special items affect year-on-year comparability. The classification of an item as special is based on judgement and generally must exceed €10 million and/or be material in the context |
The committee considered both the quantification and presentation of special items. |
|
| of the current year's financial performance. Subsequent adjustments to items previously reported as special items continue to be reflected as special items in future periods even if they do not exceed the |
The committee has reviewed the adequacy of the descriptions of the special items in the Financial statements and the Strategic report. |
|
| reporting threshold. | The committee has also considered whether any significant transactions that were not classified as special were appropriately |
|
| The net special item charge of €61 million before tax included restructuring and closure costs of €23 million and related impairments of €38 million related to the restructuring programme in Consumer Packaging including closure of a plant in Poland, streamlining the UK operations and reducing the cost base across the business; the release of a restructuring and closure provision following the finalisation of a release liner plant closure in the United States; the closure of the South African newsprint business; the partial impairment of kraft paper assets in the United States; the partial reversal of the impairment of a kraft paper mill in Bulgaria; and the release of restructuring and closure provisions following finalisation of the sale of the Group's kraft paper mill in Finland. |
classified in the Financial statements and appropriately described in the Strategic report. |
|
| Details of the special items are included in the Strategic report on pages 56 and 57 and in note 3 of the financial statements. |
||
| The Group's operations are capital-intensive and, in 2017, the Group incurred €611 million in capital expenditure. |
At the time of approval of significant capital projects, the Boards approve the underlying assumptions including the estimated useful |
|
| Good progress continued to be made on the Group's major capital investment projects including the commissioning of the final phase of the €260 million investment programme in Świecie to provide additional light-weight kraftliner production and increased share of kraft top liner production. |
lives of these investments. The committee has interrogated management and satisfied itself of the appropriateness of the assumptions made, the consistency of those assumptions compared with the initial approval and the basis on which any changes were made. |
|
| The €310 million investment in Ružomberok in relation to a new kraft top white machine and related pulp mill upgrade is also progressing. The work on the pulp mill upgrade has commenced while the investment in the paper machine remains subject to obtaining the necessary permitting. The €335m modernisation of the Štětí mill is progressing well. Progress also continued to be made with ramping up the production of the rebuilt paper and inline coating machine at the Štětí mill although technical challenges remain. |
The committee has also considered the internal audit reports completed in respect of the Group's procurement and capital expenditure processes, in which there were no significant weaknesses identified. |
|
| These projects are more fully described in the Strategic report on page 23 and details of the Group's tangible fixed assets are provided in note 10 of the financial statements. |
| Matter considered | Action | |
|---|---|---|
| In addition to property, plant and equipment of €3,962 million, goodwill of €698 million is included as an asset in the statement of financial position. |
The committee considered a report from management describing potential impairment indicators of tangible and intangible assets and the outcomes of related impairment tests. |
|
| As set out in the accounting policies, the Group performs an impairment review at least annually and whenever there is any |
The committee also considered a report from management on the outcomes of the annual goodwill impairment test. |
|
| indication that certain of its assets may be impaired. See notes 10 and 11 of the financial statements. |
The critical underlying assumptions applied were reviewed by the committee and compared with the Group's budget and the current macroeconomic environment. |
|
| The committee considered the sensitivities underlying the primary assumptions to determine the consequences that reasonably possible changes in such assumptions may have on the recoverable amount of the underlying assets. |
||
| The committee satisfied itself that no impairment related to goodwill was required and that the impairments in property, plant and equipment and other intangible assets were primarily related to the closure and restructuring of operations. |
||
| The Group has operations in a number of countries each with a different tax system. |
The committee receives regular reports from management about new legislative developments that may impact the Group's tax positions. |
|
| The Group is regularly subject to routine tax audits and provisions are made based on the tax laws in the relevant country and the expected outcomes of any negotiations or settlements. The Group's recognition of deferred tax assets, relating to future utilisation of accumulated tax losses, is dependent on the future |
The committee has considered reports from management outlining the Group's most significant tax exposures, including ongoing tax audits and litigation, and has reviewed the related tax provisions recognised by management, satisfying itself these are appropriate and the risk of new unexpected exposures arising is low. |
|
| profitability and performance of the underlying businesses. See note 7 of the financial statements. |
The committee has considered a report from management outlining the key judgements relating to the recognition of deferred tax assets and satisfied itself that the assumptions made are reasonable and consistent from year to year. |
|
| Significant judgement is required in determining the assumptions to be applied for the valuation of the Group's forestry assets and retirement benefit obligations. Such assumptions are based, as far as possible, on observable market data and, in the case of the retirement benefit obligations, the input and advice of actuaries. The most significant assumptions and sensitivities are disclosed in note 13 for forestry assets and 22 for retirement benefits in the financial statements. |
The assumptions applied in the valuation of the forestry assets and retirement benefits were reviewed by the committee. The committee considered the basis on which these assumptions were determined, and evaluated the assumptions by comparing them with prior years and considering market developments during 2017. The committee satisfied itself that the assumptions, and the changes to those assumptions when compared with the year ended 31 December 2016, were appropriate. |
|
| During 2017, the Group concluded three business combinations, as described in note 23 of the financial statements. |
The committee considered a report from management describing the process taken in conducting the identification and valuation of assets acquired and liabilities assumed in business combinations. |
|
| On acquisition, the Group determined the fair value of assets acquired and liabilities assumed, based on its own experience in the industry and the input of experts. |
The committee satisfied itself that the fair values were appropriate and that the resulting goodwill recognised in these transactions was appropriate and did not include any unrecorded assets or liabilities. |
|
| During 2017, the Group reorganised its business units to reflect the nature of the underlying products produced. The prior year figures have been restated to reflect the new organisational structure. The reorganisation has no impact on the overall Group result. |
The committee has considered a report from management in relation to the restated segmental information. The process of restatement was discussed with management and the committee satisfied itself that the restated segmental information |
|
| The changes to the Group's business units, and consequently to the Group's segmental reporting, were as follows: Uncoated Fine Paper and South Africa, excluding the containerboard operations, were merged into a single business unit; and the containerboard operations of South Africa were merged into Packaging Paper. The Fibre Packaging and Consumer Packaging business units were unaffected by the change. |
was appropriate. The restated prior year figures were published with the October 2017 trading update. |
See note 2 of the financial statements.
Overview
Strategic report
Governance
A key role of the committee is to ensure that the interests of shareholders are protected, in particular that there is robust financial reporting with good internal controls in place and appropriate accounting practices and policies combined with sound judgement.
Although oversight and review of material financial reporting matters are considered throughout the year, at the request of the Boards, the committee assessed the integrity of the Group's Integrated report and financial statements 2017 and the clarity, completeness and consistency of disclosures.
PricewaterhouseCoopers Inc and PricewaterhouseCoopers LLP (together 'PwC') were appointed as auditors by shareholders at the Annual General Meetings in May 2017, replacing Deloitte & Touche and Deloitte LLP respectively (together 'Deloitte'). This followed a full tender process undertaken in 2015 and a transition process during 2016, which allowed PwC to work together with Mondi and Deloitte to ensure a smooth handover.
Andy Kemp was appointed as the UK audit partner and Michal Kotzé as the South Africa audit partner with the 2017 audit being their first for Mondi.
The committee confirms its compliance for the financial year ending 31 December 2017 with the provisions of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014.
The committee also confirms that PricewaterhouseCoopers Inc is included in the JSE list of accredited auditors.
A formal framework for the assessment of the effectiveness of the external audit process and quality of the audit has been adopted by the committee, covering all aspects of the audit service provided by PwC. While part of the assessment is managed annually, it is treated as an ongoing review throughout the cycle.
eThe UK Financial Reporting Council's (FRC) 2016/17 report on Audit Quality Inspections included a review of audits carried out by PwC. PwC shared the findings with the committee and confirmed how they were addressing the areas highlighted for improvement
The committee, having considered all relevant matters, has concluded that it is satisfied that auditor independence, objectivity and effectiveness have been maintained.
Strategic report
Overview
A policy is in place that governs the provision of non-audit services provided by PwC to Mondi, including the requirements for the approval of such services. The policy was last updated in 2016 to reflect the new EU audit framework regulations.
Where approval is required the business must submit a formal request setting out the objectives, scope of work, likely fee level and the rationale for requiring the work to be carried out by the Group's external auditor rather than another service provider. Sufficient information must also be provided to allow an assessment of materiality and the impact the service might have on the financial statements. Each request is reviewed, and where appropriate challenged, before being passed for approval.
The committee monitors compliance with the policy, receiving reports at each meeting detailing all approved non-audit services. This enables regular consideration and oversight of a key threat to auditor independence and objectivity. During 2017, the committee not only monitored any nonaudit services provided by PwC throughout the year but also those services provided by Deloitte up until Deloitte had formally stepped down as Mondi's auditor.
The majority of non-audit services are auditrelated assurance services. During 2017 examples were the confirmation of Mondi's ownership of certain assets that were the subject of subsidy grants and the provision of a net debt calculation required in connection with a net debt adjustment following the disposal of a subsidiary company.
The breakdown of the fees paid to PwC, including the split between audit and non-audit fees, is included in note 4 to the financial statements on page 160. The nonaudit fees for 2017 represent 8% of the audit fee paid.
The audit committee has primary responsibility for monitoring and reviewing the scope and effectiveness of the Group's internal audit function and appoints and discharges the Group Head of Internal Audit (the equivalent of the chief audit executive as envisaged by the King Code). The Group Head of Internal Audit has direct access to, and responsibility to, the committee and works closely with the committee in liaison with PwC. The internal audit function provides, in combination with the external assurances received and those from management, comfort to the committee that the Group's key risk factors are being managed effectively.
An internal audit charter, approved by the committee, is in place. The charter sets out the purpose, remit and authority of the internal audit function. Each year the committee considers and approves the internal audit plan which is designed to focus on the Group's key risks to ensure that they are managed effectively within the context of our business objectives and that appropriate internal controls are in place. The committee ensures that all material operations are covered and that there is an appropriate degree of financial and geographical coverage. Every Mondi operation is visited at least once every five years with all major plants audited annually. Reports are given at each committee meeting providing an update on activities, progress against plan, results from audits carried out and management's response to address any areas highlighted for improvement. The committee will consider deviations from plan as the need arises during the year, usually in response to a material acquisition or change in the Group's risk profile highlighted through audit reports and through matters raised via the confidential reporting hotline, Speakout. The committee regularly challenges the nature and speed of management's response to issues raised in audits and to Speakout messages in order to be satisfied that this has been appropriate to the circumstances. Maintaining sound oversight and control of activities through the use of internal audit reviews is considered by the committee to be a key element of its work.
The committee also monitors the staffing and resources available to the internal audit function and the quality of those resources. In 2015 an external review of the internal audit function was undertaken by Ernst & Young LLP with a full report presented to the committee. The review concluded that the internal audit function is fit for purpose and meeting its mandate to provide assurance primarily in the financial and operational areas. Of particular note was the clear affirmation that the function is independent and objective. Some recommendations were put forward mainly in the areas of knowledge sharing and the greater use of technology by the team. The way in which the team has been addressing the recommendations in the report has been monitored and reviewed by the committee. The committee has concluded that the Group Head of Internal Audit provides appropriate leadership of the internal audit function which remains effective in carrying out its remit.
This audit committee report was approved by the Boards on 1 March 2018 and is signed on their behalf.
Chairman of the DLC audit committee
Speakout
The Group has a confidential reporting hotline called 'Speakout' operated by an independent third party. Speakout, monitored by the audit committee, is a simple, accessible and confidential channel through which our employees, customers, suppliers, managers or other stakeholders can raise concerns about conduct that seems contrary to Mondi's values. It makes communication channels available to any person in the world who has information about unethical practices in the Group's operations. More details can be found on page 53. The committee receives a report at each meeting of Speakout messages received in the period since the prior meeting and ensures that appropriate investigation into each message has been undertaken and responses given with actions taken where any allegation proves to have some foundation. This will continue to be an area of focus for the committee with such reports being key to understanding where further work may be required to reinforce Mondi's ethical and cultural values.
" It is encouraging to note the excellent progress made towards achieving commitments in relation to emissions to air and waste to landfill. In a world of increasingly constrained resources, we recognise the imperative to do more with less and to play our part in contributing to the achievement of global objectives such as the Paris Climate Agreement and the United Nations Sustainable Development Goals."
| Members throughout the year |
Committee member since |
Meeting attendance (six meetings in the year) |
|---|---|---|
| Stephen Harris, chairman |
March 2011 | 6 |
| David Hathorn1 |
May 2007 | 2 |
| Peter Oswald2 |
May 2017 | 4 |
| Anne Quinn1 |
August 2009 | 2 |
| Dominique Reiniche2 |
May 2017 | 4 |
1 David Hathorn and Anne Quinn stepped down from the committee on 11 May 2017. David and Anne both attended all meetings up to the time of their retirement from the Boards
2 Peter Oswald and Dominique Reiniche were appointed to the committee on 11 May 2017. Peter and Dominique both attended all meetings following their appointment
The committee oversees and monitors the progress of our sustainable development (SD) approach, commitments, targets and performance within a global context. Providing guidance in relation to sustainability matters generally, reviewing and updating the Group's framework of sustainability policies and strategies, ensuring they are aligned with global best practice. Its remit is set out in terms of reference adopted by the Boards. The committee's performance against these terms of reference is reviewed on an annual basis. The committee is satisfied that it has acted in accordance with its terms of reference during the year.
The safety of our employees and contractors continued to be a priority during the year with safety performance being reviewed in detail at each meeting. We were deeply saddened by the two fatalities we experienced during the year and the investigations in each case were critical to the committee's understanding of the events that led to these incidents and the actions we can take to prevent them reoccurring in the future. In addition, a forestry worker was reported missing (presumed deceased) in Russia during preparation for cleaning activities on the river in our Syktyvkar logging operations. We also experienced a number of serious incidents during the year. While safety has always been high on the agenda, the committee will refocus during 2018 on ensuring that a culture of safe behaviour is embedded throughout the business. The 24-hour safety mindset approach was introduced during 2017 and we will continue to build on this.
A review of Mondi's approach to the UK Modern Slavery Act was undertaken by the committee during the year. External support was engaged to assist us in fully understanding the requirements of the Act and how to apply these at Group level as well as throughout our business. It was important for the committee to assess the current position in terms of our policies in relation to labour and human rights and supply chain and responsible procurement, the principal risks facing us, the key areas of our supply chain that needed to be reviewed and our reporting mechanisms. The committee ultimately agreed and recommended to the Boards a statement for publication on Mondi's website. While we have good policies and practices in place already, further work is required and progress against the commitments we made in the statement will remain a focus for the committee into 2018.
The increasing focus on stakeholder interests and how companies are engaging with their stakeholders was also an area of consideration for the committee during the year. In light of the provisions in the King IV Governance Code, the proposed revisions to the UK Corporate Governance Code and Mondi's commitment to good corporate citizenship and ethical behaviour, this will remain a priority during the coming year.
The committee works together with the Mondi Limited social and ethics committee in addressing social and ethical values. The Group Technical & Sustainability Director together with the Group Heads of Sustainable Development and Safety and Health attend all meetings of the committee and provide the link between the committee, management and the operations.
A summary report from the directors on the Group's sustainability practices is set out on pages 42 to 55.
eReviewing and approving the annual SD reporting.
eReviewing the committee's terms of reference and performance.
" Mondi demonstrates a high level of compliance with statutory requirements and significant commitment to, and delivery of, the community-focused programmes undertaken during the period under review."
Chairman of the Mondi Limited social and ethics committee
| Members throughout the year |
Committee member since |
Meeting attendance (two meetings in the year) |
|---|---|---|
| Stephen Harris, chairman |
February 2012, chairman since October 2015 |
2 |
| David Hathorn1 |
February 2012 | 1 |
| Peter Oswald2 |
May 2017 | 1 |
| Fred Phaswana |
October 2015 | 2 |
The composition of the committee is in accordance with the requirements of section 72(8) of the South African Companies Act 2008 and its associated regulations.
The committee monitored compliance by Mondi Limited with the activities listed in Regulation 43(5) made under the South African Companies Act 2008, based on applicable legislation, other legal requirements or prevailing codes of best practice relating to its operations in South Africa.
In order to minimise duplication between its obligations and that of the DLC audit committee and the DLC sustainable development committee, the committee considers reports from these two committees as they relate to the environment, labour, human rights, product responsibility, risk management, whistle blowing, fraud and business integrity and monitors compliance by Mondi Limited on overlapping matters.
The committee's remit is set out in terms of reference adopted by the Boards. The committee's performance against these terms of reference is kept under review and the committee is satisfied that it has acted in accordance with its terms of reference during the year.
Overview
eCommunity development and corporate social investment initiatives. Initiatives included coaching and mentoring over 30 contractors to date through Mondi Zimele's forestry contractor development programme; a focus on small scale land owners in agricultural enterprises with over 130 local students trained in partnership with Buhle Farmers Academy; and the provision of business funding to nine local agri-businesses focused on vegetable production, chicken farming and seedling nurseries.
eMondi Limited's customer relations initiatives as well as the levels of certification of its products used for food packaging.
eThe requirements of the King IV Code of Good Practice with regard to the principles relating to ethical leadership, and Mondi Limited's activities relating to the eradication of corruption, including with reference to the UN Global Compact and the OECD Recommendations.
Appointed May 2017
Executive Qualifications MBA from the University of Tilburg in the Netherlands and completed the Advanced Management Programme at Harvard Business School
Committee membership
Erik Bouts 56 Chief Executive Officer, Fibre Packaging
Erik has extensive experience in the packaging industry, having worked for a number of major US Packaging corporations.
Erik spent over two decades at Philips Electronics holding roles of increasing responsibility up to President and CEO of Philips Lighting North America before joining ICI Paints North America as President of the Glidden Company.
He went on to become President of the EMEA region for Owens-Illinois Inc, a manufacturer of glass packaging products. In 2015 Erik joined Ball Corporation as Senior Vice President and Chief Operating Officer to head up the global metal beverage packaging business, based in Zurich and Denver. Erik joined Mondi in April 2017. External appointments
None.
| Georg Kasperkovitz 51 |
Appointed May 2017 Committee membership Executive |
Experience Georg has more than 22 years of international experience having been Chief Financial Officer and Chief Operating Officer of Rail Cargo Austria and a consultant and partner with McKinsey & Company, Inc. |
|---|---|---|
| Chief Executive Officer, | Qualifications | Georg started his career as an engineer, working for five years in eastern Europe with Eléctricité de France/A.S.A. |
| Consumer Packaging | Masters and doctorate in mechanical engineering from Vienna University of Technology and an MBA from Harvard Business School |
After graduating from Harvard Business School, he went on to work for 13 years for McKinsey & Company, Inc, focusing particularly on the industrial sector. He gained international operations, transformation and corporate finance experience in western and eastern Europe, North America, Australia, Singapore, China and Africa. |
| In August 2012 Georg joined Rail Cargo Austria AG executive management and successfully implemented the turnaround programme he had shaped as a consultant. He went on to join Mondi in 2016. |
||
| External appointments Member of the supervisory board of SBB CFF FFS AG (Swiss Federal Railways). |
John Lindahl 58 Group Technical & Sustainability Director Appointed August 2011 Committee membership Executive Qualifications Graduated in pulp and paper engineering from the Technical University of Helsinki in 1985 and an MBA from Jyvaskyla University in 1996 Experience John has had an extensive career in the international forest industry, working in different operational managerial positions in Finland, the US and France in companies including M-real, Myllykoski and UPM. At UPM he then moved on to roles within corporate technology and investment coordination. From the industry he moved on to consulting and engineering company Pöyry, where he held a number of executive positions in the forest industry business group, being involved in advisory services, pre-engineering studies and major implementation projects for the global pulp and paper industry until 2011 when he joined Mondi as Group Technical Director. External appointments None.
| Vivien McMenamin 54 Chief Executive Officer, South Africa |
Appointed October 2017 Committee membership Executive Qualifications MSc in Economics from |
Experience Viv has more than 14 years' experience with Mondi, having joined Mondi Paper South Africa as Manager Corporate Affairs in 2003. After joining Mondi, Viv went on to be appointed Director of Sustainable Development for the Mondi Group and a member of the Mondi South African board in 2004 before becoming Director Land & Forestry for Mondi's South African business in 2006. |
|---|---|---|
| the University of London | Prior to this, Viv worked extensively with government, trade unions and non-governmental organisations in South Africa, serving Nelson Mandela as a member of the President's Task Force on Local Economic Development and as a member of President Thabo Mbeki's Economic Advisory Panel. |
|
| Viv was appointed Chief Executive Officer of Mondi's South African business in October 2017. | ||
| External appointments None. |
| Peter Orisich 58 Chief Executive Officer, Uncoated Fine Paper |
Appointed May 2017 Committee membership Executive Qualifications Graduated in business administration from the WU Vienna business school |
Experience Peter has extensive experience in the industrial and consumer packaging industry, having started his career at Unilever where he spent 14 years. He held management roles in a number of divisions across central and eastern Europe. In 1998 he joined Lafarge Perlmooser as Chief Financial Officer, later going on to become Chief Executive Officer and leading the Austrian and Slovenian cement subsidiaries of Lafarge, a global manufacturer of building materials. |
|---|---|---|
| After 10 years at Lafarge Perlmooser, Peter joined Mondi as Chief Executive Officer of Mondi Industrial Bags, taking responsibility for the strategy and operations of Mondi's industrial bags business. He went on to be appointed as Chief Executive Officer of Mondi's Uncoated Fine Paper business in 2012. |
||
| External appointments None. |
Clemens Willée 55 Chief Executive Officer, Packaging Paper Appointed May 2017 Committee membership Executive Qualifications PhD and Masters degree in business administration from the University of St. Gallen in Switzerland Experience Clemens has more than 25 years' experience in industrial businesses. He started his career at BASF Group in 1989 where he went on to hold a number of senior management positions. In 2000 he joined the global chemical company DyStar where he went on to serve as Chief Executive Officer. In 2008 Clemens was appointed as Chief Executive Officer of global packaging company MAUSER before moving to Mondi in 2013. External appointments None.
| Philip Laubscher 62 Company Secretary Mondi Limited |
Experience Philip Laubscher, who holds BProc and LLB degrees and is an attorney of the High Court of South Africa, was in-house counsel with national power utility Eskom for 15 years before joining Mondi in 1999 as Head of Legal Services. He was appointed Company Secretary of Mondi Limited in January 2001. |
|---|---|
| Jenny Hampshire 34 Company Secretary Mondi plc |
Experience Jenny Hampshire, a fellow of the Institute of Chartered Secretaries & Administrators, joined Mondi in May 2007 and has held various roles in the company secretariat, including five years as Assistant Company Secretary. She was appointed Company Secretary of Mondi plc in December 2016. Prior to joining Mondi Jenny worked for The BOC Group plc in its company secretariat. |
|---|---|
| Philip and Jenny work together on the coordination of Mondi's DLC structure. |
Overview
" With a number of capital projects underway, the focus during 2017 was on ensuring the smooth implementation of these projects. At the same time, we continued to review and consider potential growth opportunities for the Group. Changes to the composition of the committee during the year have given the committee a broader perspective and allow our business unit managers to more directly influence the delivery of our stated strategy and the decisions of the committee."
Chairman of the DLC executive committee
| Members throughout the year |
Committee member since |
Meeting attendance (nine meetings in the year) |
|---|---|---|
| Erik Bouts1 |
May 2017 | 5 |
| David Hathorn, chairman2 |
May 2007 | 4 |
| Cornelia Hulla3 | May 2017 | 2 |
| Georg Kasperkovitz1 |
May 2017 | 5 |
| Andrew King4 | May 2007 | 8 |
| John Lindahl | August 2011 | 9 |
| Vivien McMenamin5 |
October 2017 | 1 |
| Peter Orisich1 | May 2017 | 5 |
| Peter Oswald, chairman2 |
May 2007 | 9 |
| Sara Sizer6 | September 2017 | 2 |
| Ron Traill7 | June 2008 | 8 |
| Clemens Willée1 |
May 2017 | 5 |
e Representatives from corporate functions, each of whom present on relevant topics
Following David Hathorn's retirement from the Boards on 11 May 2017, Peter Oswald was appointed Chief Executive Officer and took over the chairmanship of the committee. The opportunity was therefore taken to review the membership of the committee and to establish whether or not it had the right balance of skills, experience and diversity. After consultation with Peter, the nominations committee recommended a number of changes for consideration by the Boards. These included the appointment of the CEO of each of Mondi's business units to the committee, the aim being to provide the committee with a broader perspective and more direct input from the businesses. The recommended changes were subsequently agreed by the Boards and are detailed in the table opposite. Ron Traill retired as CEO of the South Africa business in October 2017 and was replaced by Vivien McMenamin.
Nationalities represented on the executive committee
While the Joint Chairmen maintain responsibility for ensuring there is effective communication with shareholders, it is the Chief Executive Officer and Chief Financial Officer who undertake active engagement with investors, meeting with Mondi's largest shareholders, analysts and fund managers. The Senior Independent Director is always available to meet with shareholders as required should any issues not be capable of resolution through the more regular channels.
Below are details of the key investor events that have taken place during 2017, including meetings, investor roadshows and participation in investor conferences. In addition, the executive management make themselves available to investors in order to maintain an open dialogue, resulting in a number of meetings and calls taking place throughout the year.
It is important that we maintain this regular engagement with shareholders and prospective investors in order to allow us the opportunity to further explain our strategy and priorities. It is also hoped that such engagement and our willingness to be transparent builds trust in Mondi's management and develops the investor community's understanding of our business. While we accept that our shareholders will have different priorities and varying views on the future of Mondi, we welcome these views and the constructive dialogue that we aim for.
In addition, we maintain ongoing contact with our debt providers and the Chief Financial Officer and Group Treasurer have held regular meetings with the credit rating agencies, relationship banks and debt investors.
The remuneration committee consults with shareholders on remuneration matters when appropriate, most recently in relation to proposed changes to the Group's remuneration policy which were approved at the Annual General Meetings in 2017. Such consultation is key to understanding shareholder views in this area.
The Company Secretary's office is the focus for private shareholder communications, responding to individual shareholder correspondence, and coordinating our engagement on corporate governance matters.
| Month | Event |
|---|---|
| February | e Preliminary results announcement |
| e Investor roadshow in South Africa (Johannesburg) | |
| March | e Investor roadshow in South Africa (Cape Town) |
| e Investor roadshows in Europe (Edinburgh and London), including Jefferies packaging conference |
|
| e Sun City Merrill Lynch conference (South Africa) | |
| April | e Discussions with investors and advisory bodies prior to Annual General Meetings |
| May | e Trading update |
| e Annual General Meetings | |
| e Investor day in Paris | |
| e Investor roadshow in the US (New York and Boston) | |
| August | e Half-yearly results |
| e Investor roadshows in South Africa (Johannesburg and Cape Town) |
|
| September | e Investor roadshows in Europe (London and Edinburgh) |
| October | e Trading update |
| e Capital Markets Day in London and site visit to two Consumer Packaging plants in Germany |
|
| November | e London UBS conference |
| e Investor day in Dublin |
Capital Markets Day
In October 2017 Mondi hosted a Capital Markets Day in London. There were approximately 100 attendees at the event including investors, analysts and advisers. In addition, a number of people followed the event via our webcast. The day included presentations by the Chief Executive Officer, the Chief Financial Officer and the chief executive officers of each of the business units, allowing attendees to hear from management first hand. The presentations provided an update on the Group's strategic framework and how this is being executed across the business units, including examples of some of Mondi's key investment projects and innovative products. The event was followed by visits to our Consumer Packaging plants in Gronau and Steinfeld, both in Germany.
Video recordings and copies of the presentations from the day are also available on the Mondi Group website.
Overview
The increasing focus on wider stakeholder engagement means we are also very aware of the need to consider the interests of not just our shareholders but also our employees, customers and the communities in which we operate. Our Growing Responsibly model provides the framework within which we can do this and through our sustainable development committee encourages us to consider more widely the impact that our business can have. Our Group Head of Sustainable Development continues to maintain a dialogue on socially responsible investment through focused briefings with interested investors and stakeholders and collaborates closely with a number of external bodies on such matters. More information can be found in our online sustainable development report.
All directors are kept informed of shareholder views and feedback, particularly from the full and half-year investor roadshows, which are presented and discussed at board meetings. Analyst reports are shared regularly with the Boards and consideration given to any views both positive and negative regarding the Group's performance, future direction and the perceptions of the management team.
The Mondi Group website – www.mondigroup.com – contains a wealth of information including the latest news from around the Group, announcements, share price information and general shareholder information as well as more in-depth reports regarding our sustainability commitments and progress.
No requests for access to records under the South African Promotion of Access to Information Act 2000 were received during 2017.
At the 2017 Annual General Meetings all resolutions were passed. Overall in excess of 76% of the total Group shares were voted.
The Annual General Meetings of Mondi Limited and Mondi plc are scheduled to be held on 16 May 2018 in Johannesburg and London respectively, presenting an opportunity for shareholders to question the directors about our activities and prospects.
Directors are available to meet informally with shareholders immediately before and after the meetings. It is expected that all directors and, in particular, the chairmen of the committees will be present.
Separate resolutions will be proposed for each item of business to be considered at the meetings with the voting conducted by polls. It is confirmed that each director will be standing for re-election by shareholders at the meetings. All resolutions to be presented to shareholders represent regular business, with the exception of resolutions related to the proposed special dividend (more details can be found on page 27). These resolutions represent special business. The voting results will be announced on the JSE and LSE and made available on the Mondi Group website as soon as practicable following the close of both meetings.
The notices, which include explanations of each resolution, are contained in separate circulars which will be sent to all shareholders in advance of the meetings, in accordance with the corporate governance codes of South Africa and the UK.
The Boards have adopted a share dealing code for dealing in the securities of Mondi Limited and Mondi plc. The code is based on regulatory and governance best practice in South Africa and the UK and sets out in detail the restrictions placed on directors, senior management and other key employees with regard to their share dealing to ensure that they do not abuse their access to information about the Group pending its public release and availability to shareholders. The code is accompanied by clear procedures and guidelines.
The code is reviewed regularly to ensure continued compliance with regulation and best practice. A thorough review and revision of the code was undertaken in 2016 to reflect the introduction of the EU Market Abuse Regulation. Relevant employees are regularly reminded of their obligations and the procedures they are required to follow.
Mondi has established a disclosure committee, of which the Chief Executive Officer, the Chief Financial Officer and the company secretaries of Mondi Limited and Mondi plc are members, to monitor Mondi's obligations in this regard.
The committee is responsible for determining whether information should be classified as inside information in accordance with regulation and for procuring the prompt release of such information, or agreeing a delay in disclosure, as appropriate. If disclosure is delayed, the committee will ensure that the conditions set out in regulation are met, including to maintain confidentiality of information. The committee will oversee the creation and maintenance of insider lists, minimising the risk of an accidental leak or share dealing by employees while in possession of inside information. The disclosure committee meets regularly throughout the year.
All dealings by directors and persons discharging managerial responsibilities and their closely associated persons are announced to the JSE and the LSE when they occur. Details of the directors' interests in the shares of both Mondi Limited and Mondi plc can be found on page 128.
Mondi continues to have a stated policy of zero tolerance of bribery and corruption and ethical decision-making and behaviour both at board level and throughout the business is fundamental to Mondi's governance. The Boards have adopted a Code of Business Ethics that governs our corporate conduct and which applies throughout the Group. The code sets out five fundamental principles that govern the way in which Mondi and its employees conduct business. Three of the principles are monitored and reviewed by the sustainable development committee (human rights, stakeholders and sustainability) and two by the audit committee (legal compliance and honesty and integrity). More information about Mondi's approach to anti-bribery and anti-corruption can be found on page 53.
Mondi has not been the subject of any legal actions against it for anti-competitive behaviour, anti-trust or monopoly practices during the year. Mondi has not received any material fines or non-monetary sanctions for non-compliance with laws and regulations.
Tanya Fratto Chairman of the DLC remuneration committee
I am very pleased to present the committee's report on directors' remuneration, my first as committee chairman. The Boards are very grateful to Anne Quinn, who I succeeded as chairman of this committee at the 2017 AGMs when Anne retired from the Boards after ten years.
Due to Mondi's DLC structure we are required to comply with both UK and South African voting regulations. The Directors' Remuneration Policy (DRP) remains unchanged since it was approved by shareholders under the usual triennial binding vote of shareholders at last year's AGMs. The same policy will be tabled for an annual advisory vote by Mondi Limited shareholders in 2018, in accordance with South African regulations. The implementation report will be put to a non-binding vote by the shareholders of both Mondi Limited and Mondi plc.
In preparation for the binding policy vote in 2017, the committee carried out an extensive consultation with our largest shareholders. The remuneration policy received over a 95% vote in favour and the remuneration report received over a 98% vote in favour.
The key changes approved by shareholders at the 2017 policy vote were:
In addition, for LTIP awards in 2017, the committee increased the ROCE performance required for 100% vesting of this portion of the award from the previous level of 16% to a new level of 18%. The committee's continuing approach will be to set target ranges that are aligned to Mondi's strategy and are suitably stretching, and will retain discretion to determine those metrics and targets.
2017 was a year of change for Mondi's management team, with David Hathorn retiring from the Boards in May 2017 but continuing in an executive capacity until February 2018 to ensure a smooth transition.
While David continued to work in an executive capacity, he received salary and benefits. He was eligible for a 2017 annual bonus subject to the normal performance conditions, and received a 2017 LTIP grant. The committee decided that any bonus awarded for 2017 performance, and the LTIP granted in 2017, should be subject to the limits that applied to David in 2016 and not the new higher opportunity for the chief executive officer role in the policy approved at last year's AGM.
David's LTIP awards have been pro-rated down for time served in accordance with shareholder guidelines, at the date he retired, and remain subject to the normal performance conditions and vesting dates. The two-year post-vesting sale restriction period on the LTIP for awards from 2017 onwards will continue to apply to David's 2017 LTIP award after he has retired. David is not eligible for an annual bonus in respect of the small portion of 2018 that he worked, and will not be eligible for a 2018 LTIP grant.
David was succeeded as Group CEO by Peter Oswald, who has been with Mondi since 1992 and successfully led Mondi's former Europe & International Division since 2008. Peter's base salary was increased to €1,050,000 to reflect his promotion to the role, which was less than David's base salary at the prevailing exchange rate when Peter was appointed. Peter's pension allowance remains at the percentage that applied to his old role of 25% of base salary, rather than increasing to the 30% level that applied to David. Peter's maximum annual bonus for 2017 has been apportioned prorata to the period he was Chief Executive Officer Europe & International, and to his period as Group Chief Executive Officer.
During the year Mondi asked Andrew King to relocate to the UK from South Africa, to be based closer to the Group's principal centre of operations in Europe. In accordance with the DRP, Andrew was eligible for assistance with relocation expenses, details of which can be found in this report. The principal cost was the stamp duty tax on the purchase of a property in the UK, which was a significant one-off expense.
Remuneration for our executive directors continues to be based on the principles of pay for performance and alignment with shareholders. Annual bonuses are dependent on a scorecard of financial and non-financial elements, and 50% of any bonus is deferred into Mondi shares for three years. The LTIP is aligned to sustained financial performance, measured through our percentage Return on Capital Employed (ROCE), and our relative total shareholder return (TSR) compared to other international companies in our sector. Executive directors are also required to build a personal shareholding in Mondi.
As described in the Strategic report, Mondi's performance in the year under review was strong. ROCE performance was 19.7% and EBITDA1 was €1,444 million. Bonus performance outcomes against the targets that were set are outlined in the annual report on remuneration. As in previous years, with due regard to commercial sensitivity, EBITDA and ROCE targets are disclosed on a prior year, retrospective basis. Disclosure of the safety and personal objectives elements are for the year under review.
Performance outcomes are reflected in the remuneration received by directors:
Base salary increases of circa 2.5% were implemented with effect from 1 January 2018, after consideration of percentage increases for the wider employee population.
The remuneration policy is designed to motivate our senior team to achieve the Group's objectives and deliver sustainable returns for our shareholders. The remuneration of executives during 2017 reflects our successes to date in the delivery of our strategy.
I trust that you will feel able to support the remuneration resolutions at this year's Annual General Meetings.
Chairman of the DLC remuneration committee
The report has been prepared by the DLC remuneration committee and approved by the boards of Mondi Limited and Mondi plc (together 'the Boards'). PricewaterhouseCoopers Inc and PricewaterhouseCoopers LLP have independently audited the items stipulated in the regulations:
This part of the directors' remuneration report sets out the remuneration policy for the Group and has been prepared in accordance with The Large and Mediumsized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. The policy has been developed taking into account the principles of the governance codes in South Africa and the UK and the views of our major shareholders. The policy was approved by a binding shareholder vote at the Annual General Meetings on 11 May 2017.
The Group's remuneration policy has been set with the objective of attracting, motivating and retaining high-calibre directors, in a manner that promotes the long-term success of the Group, is consistent with best practice and aligned with the interests of the Group's shareholders.
Remuneration policy for executive directors is framed around the following key principles:
report on remuneration.
The following table summarises key elements of the remuneration of executive directors in accordance with reporting regulations:
| Base salary | Benefits | Pension | Bonus Share Plan (BSP) | |
|---|---|---|---|---|
| Purpose and link to strategy |
To recruit and reward executives of a suitable calibre for the role and duties required. |
To provide market competitive benefits. |
To provide market competitive pension contributions. |
To provide incentive and reward for annual performance achievements. To also provide sustained alignment with shareholders through a deferred component. |
| Operation | Reviewed annually by the committee, taking account of Group performance, individual performance, changes in responsibility and levels of increase for the broader employee population. Reference is also made to market median levels |
The Group typically provides: e car allowance or company car; e medical insurance; e death and disability insurance; e limited personal taxation and financial advice; and |
Defined contribution to pension, or cash allowance of equivalent value. Only base salary is pensionable. |
Awards are based on annual performance against a balanced scorecard of metrics as determined by the committee from time to time such as EBITDA and percentage ROCE and safety. These have the highest weighting (currently 70% of the total). Individual performance is also assessed against suitable objectives, and currently has a 30% weighting. The policy gives the committee |
| in companies of similar size and complexity. The committee considers the impact of any base salary increase on |
e other ancillary benefits, including relocation and assistance with expatriate expenses (as required). |
the authority to select suitable performance metrics, aligned to Mondi's strategy and shareholders' interests, and to assess the performance outcome. |
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| the total remuneration package. Salaries (and other elements of the remuneration package) may be paid in different currencies as appropriate to reflect their geographic location. |
The policy authorises the committee to make minor changes to benefits provision from time to time, including if appropriate implementing all-employee share plans up to the limits approved by tax authorities. |
Half of the award is delivered in cash and half in deferred shares which normally vest after three years (subject to service conditions), and with no matching element. On vesting of deferred shares, participants receive a bonus of equivalent value to the dividends that would have been payable on those shares between the date when the awards were granted and when they vest. |
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| Malus and clawback provisions apply to awards made since January 2011. |
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| Maximum opportunity |
There is no prescribed maximum salary or annual increase. |
Maximum values are determined by reference to market practice, |
The maximum company pension contribution for executive directors |
The maximum annual bonus is 175% of base salary. |
| However, increases will normally be no more than the general level of increase in the UK market or the market against which the executive's salary is determined. On occasions a larger increase may be needed to recognise, for example, development in role or change in responsibility. |
avoiding paying more than is necessary. |
is 25% of base salary, with the exception of David Hathorn whose contribution remained at 30% of base salary. |
The committee applied a limit of 165% for the Chief Executive Officer and 135% for other executive directors for the 2017 performance year (i.e. below the policy maximum). |
|
| Details of the outcome of the most recent review are provided in the annual |
| Long-Term Incentive Plan (LTIP) | Share ownership policy | ||
|---|---|---|---|
| Purpose and link to strategy |
To provide incentive and reward for the delivery of the Group's strategic objectives, and provide further alignment with shareholders through the use of shares. |
To align the interests of executive directors with those of shareholders. |
|
| Operation | Individuals are considered each year for an award of shares that normally vest after three years to the extent that performance conditions are met and in accordance with |
Executive directors are required to acquire and maintain shareholdings in Mondi Limited or Mondi plc to a minimum of 200% of base salary. |
|
| the terms of the plan approved by shareholders. Under the plan rules, the committee has the ability to cash |
The requirement is to be met within no more than five years from the date of appointment. |
||
| settle awards, if necessary, in exceptional circumstances. There is no current intention for awards to the executive directors to be delivered in this way. |
While the executive director is building to the required shareholding level, deferred bonus awards under the BSP, net of the expected tax liability that will apply on vesting, |
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| Awards are granted subject to continued employment and satisfaction of challenging performance conditions measured over three years, which are set by the committee before each grant. |
will count towards the requirement. Once the required shareholding has been met, such shares will not count unless the committee at its sole discretion determines that a number of deferred shares may count towards the entitlement of a director. |
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| For awards to be granted in 2018, metrics comprise TSR against a suitable peer group, and percentage ROCE, each with a 50% weighting. The vesting outcome can also be reduced, if necessary, to reflect the underlying or general performance of the Group. Performance is measured over three calendar years, starting with the year of grant. |
Unvested LTIP awards (i.e. those awards where performance targets and/or a service requirement must still be met for awards to vest) will not count towards the entitlement. LTIP shares that have vested and on which tax has been paid and that are within the two-year post-vesting holding period will count towards the entitlement. |
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| For awards granted from 2013 onwards, an amount equivalent to dividends that would have been payable on the unvested share awards are rolled up and paid |
Previously compliant directors who do not meet the minimum requirements on annual assessment are to achieve compliance by 31 December of the same year. |
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| out (in cash and/or additional shares) at the end of the vesting period based on the proportion of the award that actually vests. |
In order to allow the committee to deal with unexpected circumstances, the committee retains discretion on how to operate the Policy and may make exceptions and |
||
| Malus and clawback provisions apply to awards made since January 2011. |
allowances if it sees fit. | ||
| A post-vesting holding period will apply to executive directors for awards made from 2017 onwards. Executive directors are required to retain the LTIP shares that vest (net of tax) for a period of two years. The two-year holding requirement will continue if they leave employment during the holding period. The shares held will count towards the executive director's normal holding requirement. |
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| Maximum opportunity |
The maximum grant limit is 225% of base salary (face value of shares at grant), to any individual in a single year. |
Not applicable. | |
| For the awards made in 2017, the committee made awards below the policy maximum, of 210% of base salary to the Chief Executive Officer and 175% to other executive directors. |
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| 25% of the grant is available for threshold performance, rising on a straight-line scale to 100% of the grant for performance at the 'stretch' level. |
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| Individual awards, up to the policy limit, are determined each year by the committee. The committee's practice has historically been to make grants below the policy maximum as detailed in the annual report on remuneration. |
The table below shows the metrics for 2018, why they were chosen and how targets are set.
| Metric | Why chosen? | How targets are set |
|---|---|---|
| EBITDA | A key indicator of the underlying profit performance of the Group, reflecting both revenues and costs. |
Targets and ranges are set each year by the committee taking account of required progress towards strategic goals, and the prevailing market conditions. |
| ROCE (%) | A key indicator of the effective use of capital. | Targets and ranges are set each year by the committee taking account of the required progress towards strategic goals, and the prevailing market conditions. |
| Safety | One of the key indicators of whether the business is meeting its sustainability goal of zero harm. |
The committee considers input from the DLC sustainable development committee, and sets appropriate standards and goals. |
| Personal performance | An indicator of the contribution each executive director is making to the overall success of the management team. |
Targets are set each year by the committee, based on the specific priorities, and areas of responsibility of the role. |
The policy gives the committee the authority to select suitable performance metrics, aligned to Mondi's strategy and shareholders' interests.
The table below shows the metrics for 2018 grants, why they were chosen and how targets are set.
| Metric | Why chosen? | How targets are set |
|---|---|---|
| TSR, relative to a peer group of competitors | TSR measures the total returns to Mondi's shareholders, so provides close alignment with shareholder interests. |
The committee sets the performance requirements for each grant. A peer group of packaging and paper sector companies is used. Nothing vests below median. 25% vests for median performance; 100% vests for upper quartile performance, with a straight-line scale between these two points. |
| ROCE (%) | A key indicator of the effective use of capital. | The committee sets threshold and stretch levels, aligned to the Group's strategic targets for ROCE. |
| Nothing vests below threshold. 25% vests for threshold performance; 100% vests for stretch performance, with a straight-line scale between these two points. |
The policy gives the committee the authority to select suitable performance metrics, aligned to Mondi's strategy and shareholders' interests.
There are differences in the structure of the remuneration policy for the executive directors and employees, which are necessary to reflect the different levels of responsibility and market practices. The key difference is the increased emphasis on performance-related pay in senior roles. Lower maximum incentive pay opportunities apply below executive level, driven by market benchmarks and the relative impact of the role. Only the most senior executives in the Group participate in the LTIP and the BSP as these plans are targeted on those individuals who have the greatest responsibility for Group performance.
The service contracts for David Hathorn and Andrew King provide for one year's notice by either party. They include pay in lieu of notice provisions which may be invoked at the discretion of the Group. The payment in lieu of notice would comprise base salary, benefits and pension contributions for the notice period and an amount in compensation for annual bonus only for that part of the financial year the individual has worked.
Peter Oswald was recruited, and is based, in Austria. His service contract is required under Austrian law to be for a fixed period, which renewable fixed period expires on 30 April 2022. However, the contract has also been structured as far as possible to conform to the accepted practice for directors in the UK, and can be terminated on one year's notice by either party. Prior to 2008, he did not have a notice period, and was entitled to receive compensation on termination equivalent to remuneration for the unexpired term of the fiveyear fixed term contract. The committee re-negotiated this contract in 2008 to substantially reduce the Group's potential liabilities, and introduced a standard 12-month notice period, together with an accompanying lump sum payment on termination, which was necessary to facilitate the transition from the previous contract. In the event of termination by Mondi, other than for 'cause', the current contract provides for payment of base salary, benefits and pension contribution in respect of the 12-month notice period and eligibility for annual bonus in respect of the period he has worked. He would also be eligible for a lump sum amount calculated as €908,800 plus interest on this amount accrued at the Euribor interest rate for the period since 1 January 2008.
Any share-based entitlements granted to an executive director under the Group's share plans will be determined based on the relevant plan rules. The default treatment is that any outstanding awards lapse on cessation of employment. However, in certain prescribed circumstances, such as death, disability, retirement or other circumstances at the discretion of the committee (taking into account the individual's performance and the reasons for their departure) 'good Ieaver' status can be applied. For good leavers, vesting of BSP awards that are not subject to performance conditions is accelerated to as soon as practical after employment termination. LTIP awards remain subject to performance conditions (measured over the original time period) and are reduced pro-rata to reflect the proportion of the performance period actually served. The committee has the discretion to disapply the application of performance conditions and/or time pro-rating if it considers it appropriate to do so. However, it is envisaged that this would only be applied in exceptional circumstances. In determining whether an executive should be treated as a good Ieaver or not, the committee will take into account the performance of the individual and the reasons for their departure.
Notice periods for the executive directors who served during the period under review are as follows:
| Executive director | Unexpired term/notice period |
|---|---|
| Peter Oswald | A fixed term expiring on 30 April 2022 but terminable at any time on 12 months' notice |
| David Hathorn | Terminable on 12 months' notice |
| Andrew King | Terminable on 12 months' notice |
A director's service contract may be terminated without notice and without any further payment or compensation, except for sums accrued up to the date of termination, on the occurrence of certain events such as gross misconduct.
Normally, for any new executive director appointments, the Group's policy is that the service contracts should provide for one year's notice by either party. The contract would provide that, in the event of termination by the company, other than for 'cause', the executive would be eligible for:
The Group would seek to apply the principle of mitigation to the termination payment by, for example, making payments in instalments that can be reduced or ended if the former executive wishes to commence alternative employment during the payment period.
In exceptional circumstances, such as to secure for the Group the appointment of a highly talented and experienced executive in a market such as Germany or Austria where it is common for the most senior executives to have three-year or five-year fixed term contracts, the committee may need to offer a longer initial notice period that reduces progressively to one year over a set time period. In such exceptional circumstances, the committee would seek to ensure that any special contract provisions are not more generous than is absolutely necessary to secure the appointment of such a highly talented individual. The committee would also take account of the remuneration and contract features that the executive may be foregoing or relinquishing in order to join Mondi, in comparison with the overall remuneration package that Mondi is able to offer.
The remuneration package for a newly appointed executive director would be set in accordance with the terms of the Group's approved remuneration policy in force at the time of appointment. The variable remuneration for a new executive director would be determined in the same way as for existing executive directors, and would be subject to the maximum limits on variable pay referred to in the policy table on pages 116 and 117.
For an internal appointment, any legacy pay elements awarded in respect of the prior role would be allowed to pay out according to their terms.
For internal and external appointments, the Group may meet certain relocation expenses, as appropriate.
For external appointments, the committee may also offer additional cash and/or share-based elements when it considers these to be in the best interests of Mondi and shareholders, to replace variable remuneration awards or arrangements that an individual has foregone in order to join the Group. This includes the use of awards made under section 9.4.2 of the UK Listing Rules. Any such payments would take account of the details of the remuneration foregone including the nature, vesting dates and any performance requirements attached to that remuneration.
The charts below illustrate the total potential remuneration for each executive director at three performance levels.
1 Assumptions:
Minimum = fixed pay only (salary + benefits + pension)
On-target = 70% vesting of the annual bonus and 50% for LTIP awards
Maximum = 100% vesting of the annual bonus and LTIP awards
Salary levels (on which other elements of the package are calculated) are based on those applying on 1 January 2018
2 Benefit values for the Chief Financial Officer exclude one-off costs associated with his relocation from South Africa to the UK and for both the Chief Executive Officer and the Chief Financial Officer benefit values exclude the costs of business travel and accommodation
| Element | Purpose and link to strategy | Operation | Maximum opportunity | |
|---|---|---|---|---|
| Non-executive chairmen fees |
To attract and retain high-calibre chairmen, with the necessary |
The Joint Chairmen each receive an all-inclusive fee. |
The Joint Chairmen's fees are reviewed periodically by the committee. |
|
| experience and skills. To provide fees which take account of the time commitment and responsibilities of the role. |
While there is not a maximum fee level, fees are set by reference to market median data for companies of similar size and complexity to Mondi. |
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| Other non executive fees |
To attract and retain high-calibre non-executives, with the necessary |
The non-executives are paid a basic fee. |
Non-executive directors' fees are reviewed periodically by the Joint |
|
| experience and skills. To provide fees which take account of the time commitment and responsibilities of the role. |
Attendance fees are also paid to reflect the requirement for non-executive directors to attend meetings in various international locations. |
Chairmen and executive directors. | ||
| While there is not a maximum fee level, fees are set by reference to market median data for companies of similar |
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| The chairmen of the main board committees and the senior independent director are paid additional fees to reflect their extra responsibilities. |
size and complexity to Mondi. |
The Group may reimburse the reasonable expenses of board directors that relate to their duties on behalf of Mondi (including tax thereon if applicable). The Group may also provide advice and assistance with board directors' tax returns where these are impacted by the duties they undertake on behalf of Mondi.
All non-executive directors have letters of appointment with Mondi Limited and Mondi plc for an initial period of three years. In accordance with best practice, non-executive directors are subject to annual re-election at the Annual General Meetings. Appointments may be terminated by either party with six months' notice. No compensation is payable on termination, other than accrued fees and expenses.
The Group's remuneration policy for the remuneration of executive directors and other senior executives is set taking appropriate account of remuneration and employment conditions of other colleagues in the Group.
The committee annually receives a report from management on pay practices across the Group, including salary levels and trends, collective bargaining outcomes and bonus participation. At the time that salary increases are considered the committee additionally receives a report on the approach management proposes to adopt for general staff increases. Both these reports are taken into account in the committee's decisions about the remuneration of executive directors and other senior executives.
The Group does not engage in formal consultation with employees on directors' remuneration policy. However, employees of the Group are encouraged to provide feedback on the Group's general employment policies. In some countries where the Group operates, more formal consultation arrangements with employee representatives are in place relating to employment terms and conditions, in accordance with local custom and practice. The Group also conducts periodic employee engagement surveys which gauge employees' satisfaction with their working conditions. The Mondi Boards are given feedback on these survey results.
The committee considers the views of shareholders in its deliberations about the remuneration of executive directors and other senior executives, and consults directly with major shareholders when any material changes to policy are being considered.
In the event that either the remuneration policy or implementation resolutions receive a significant proportion of votes against, the committee will seek to further engage with shareholders to understand the reasons behind these votes and any particular concerns they may have.
For the avoidance of doubt, in approving this policy report, authority is given to the Group to honour any commitments entered into with current or former directors that have been disclosed to shareholders in previous remuneration reports. Details of any payments to former directors will be set out in the annual report on remuneration as they arise.
This table reports executive and non-executive directors' remuneration in accordance with UK reporting regulations applicable to financial reporting periods ending on or after 1 October 2013.
| Base salary/ NED fees3 |
Benefits | Pension contribution |
Annual bonus including grant value of BSP award |
Value of LTIP vesting in the performance year5 |
Value of LTIP vesting at date of grant6 |
Share price gain on vesting LTIP award between grant and vest dates7 |
Other8 | Total | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Peter | 2017 | €1,016,194 | €41,594 | €254,801 | €992,320 | €1,144,412 | €1,001,597 | €142,815 | €156,028 | €3,605,349 |
| Oswald1 | 2016 | €939,000 | €40,634 | €234,750 | €785,380 | €1,756,892 | €1,163,507 | €593,385 | €174,288 | €3,930,944 |
| David | 2017 | €393,550 | €22,040 | €113,453 | €359,166 | — | — | — | €243,349 | €1,131,558 |
| Hathorn2 | 2016 | €1,114,401 | €48,959 | €332,187 | €1,146,190 | €2,892,025 | €1,948,184 | €943,841 | €253,196 | €5,786,958 |
| Andrew | 2017 | €643,405 | €1,338,076 | €160,851 | €548,352 | €899,495 | €785,762 | €113,733 | €120,361 | €3,710,540 |
| King4 | 2016 | €660,567 | €39,787 | €165,142 | €551,440 | €1,201,089 | €809,104 | €391,985 | €106,965 | €2,724,990 |
| Fred | 2017 | €326,590 | €2,054 | €328,644 | ||||||
| Phaswana | 2016 | €339,689 | €2,198 | €341,887 | ||||||
| David | 2017 | €326,590 | €326,590 | |||||||
| Williams | 2016 | €339,689 | €339,689 | |||||||
| Tanya | 2017 | €105,842 | €105,842 | |||||||
| Fratto9 | 2016 | – | — | |||||||
| Stephen | 2017 | €108,896 | €108,896 | |||||||
| Harris | 2016 | €107,973 | €107,973 | |||||||
| John | 2017 | €107,384 | €107,384 | |||||||
| Nicholas | 2016 | €104,528 | €104,528 | |||||||
| Dominique | 2017 | €97,839 | €2,054 | €99,893 | ||||||
| Reiniche | 2016 | €102,058 | €2,198 | €104,256 | ||||||
| Anne | 2017 | €40,300 | €40,300 | |||||||
| Quinn10 | 2016 | €111,352 | €111,352 |
1 For the period 1 January 2017 to 11 May 2017, as Chief Executive Officer Europe & International, Peter Oswald's maximum annual bonus was 135% of base salary and has been determined with reference to his base salary in that role. For the period from 12 May 2017 to 31 December 2017, his maximum annual bonus was 165% of base salary, which is the level the remuneration committee has already proposed to shareholders for the chief executive officer role for 2017
2 David Hathorn's remuneration for 2017 covers the period to his retirement from the Boards on 11 May 2017
3 David Hathorn's and Andrew King's salaries are denominated in pounds sterling and their 2017 salaries were £928,000 and £565,000 respectively. David Hathorn's is pro-rated to reflect that he stepped down from the Boards on 11 May 2017
The non-executive directors' fees are also denominated in pounds sterling. Euro amounts are reported based on exchange rates on the dates actual payments were made. Non-executive director fees were increased by circa 2% with effect from 11 May 2017 following the passing of a resolution at the Annual General Meetings of Mondi Limited and Mondi plc. See the table on page 127 for current fee levels
4 Mondi asked Andrew King to relocate to the UK from South Africa, to be based closer to the Group's principal centre of operations in Europe. In accordance with the DRP, Andrew was eligible for assistance with relocation expenses. These expenses, and the cost of the grossed-up income tax amount payable to HMRC, amounted to €1,299,029 of the benefits total for 2017. These expenses reflect the cost of stamp duty on the purchase of a UK property, estate agent's commission on disposal of the South African property, return flights for purpose of house-hunting, school search and orientation and packing and removal of household effects to the UK
5 For 2017, the three-year performance cycle of the 2015 LTIP award ended on 31 December 2017. The award value shown has been based on the average share price over the last three months of the performance cycle. For 2016, the three-year performance cycle of the 2014 LTIP award ended on 31 December 2016. The award value shown in the 2016 remuneration report was an estimate based on the average share price over the last three months of the performance cycle which was £16.06 for Mondi plc LTIP awards and ZAR276.73 for Mondi Limited LTIP awards. The actual award price on vesting was £18.67 for Mondi plc LTIP awards and ZAR 299.38 for Mondi Limited LTIP awards. The award values for 2016 have been restated on this basis
6 For 2017, the value is shown of the 2015 LTIP award made at the start of the three-year performance cycle, and for 2016, the value of the 2014 LTIP award made at the start of the three-year performance cycle
7 For 2017, the enhanced value is shown of the 2015 LTIP based on the share price gain between grant and the average share price over the last three months of the performance cycle. The value of Mondi plc's shares increased from £13.30 to £18.45, and the value of Mondi Limited shares from ZAR234.44 to ZAR333.46 during this time. For 2016, the enhanced value is shown of the 2014 LTIP that vested based on share price appreciation during the holding period. The value of Mondi plc's shares increased from £10.88 to £18.67, and the value of Mondi Limited shares from ZAR194.35 to ZAR299.37
8 Includes cash amounts of equivalent value to all dividends (including ordinary dividends and, where applicable, special dividends) on vested BSP and LTIP shares during the year. See table of share awards granted to executive directors on pages 130 and 131. Accommodation cost for some of Peter Oswald's business trips is, for reasons of UK tax regulation, subject to UK income tax, and is therefore required to be included in the disclosure. The figure for Peter Oswald in the 'Other' column includes €1,687 in respect of accommodation cost for this business travel and the cost of any grossed up income tax paid during the year. Accommodation costs in Vienna for Andrew King's business trips are, for reasons of Austrian and UK tax regulation, subject to income tax, and are therefore required to be included in the disclosure. The figure for Andrew King in the 'Other' column includes €15,973 in respect of accommodation costs for his business travel and the cost of any grossed up income tax paid during the year. For Fred Phaswana and Dominique Reiniche the taxable values of the UK tax returns are shown
9 Tanya Fratto's fees cover the period from her appointment on 1 January 2017
10 Anne Quinn's fees for 2017 cover the period to her retirement from the Boards on 11 May 2017
11 None of the executive directors have entitlements under a defined benefit pension scheme. No retrospective payments were made to past directors in respect of the period during which they served as directors and no payments were made to past directors for loss of office
Since its 2012 report, Mondi has disclosed the performance measures used for the annual bonus as well as outcomes against these measures.
In the 2015 and 2016 reports we went substantially further in providing details of the performance against safety objectives that were set for the year under review. In the case of executives' personal objectives we described the achievements of our executives against key focus areas, together with the ratings awarded to each executive.
In the case of financial performance, we provided retrospective disclosure of the financial bonus ranges and outcomes for the year prior to the year under review. We additionally provided outline disclosure of financial bonus outcomes for the year under review. The retrospective approach was adopted for reasons of commercial sensitivity. Few of Mondi's competitors are subject to the same disclosure obligations as Mondi and disclosure of the detailed financial bonus ranges for the year under review would place Mondi at a competitive disadvantage.
For its 2017 report Mondi has therefore again adopted this approach to bonus disclosure.
For the annual bonus in respect of 2017 performance, the performance measures and achievement levels were:
| BSP performance measures | |||||||
|---|---|---|---|---|---|---|---|
| EBITDA | ROCE | Safety | Personal | Total | |||
| Weight | 30 | 30 | 10 | 30 | 100 | ||
| Outcomes: | |||||||
| Peter Oswald | 20.7 | 17.3 | 0 | 25 | 63 | ||
| David Hathorn | 20.7 | 17.3 | 0 | 25 | 63 | ||
| Andrew King | 20.7 | 17.3 | 0 | 25 | 63 |
Financial performance was assessed against the EBITDA and ROCE ranges that were set for 2016. The 2016 ranges and outcomes were:
| EBITDA (€m) |
Bonus outcome (points) |
ROCE (%) |
Bonus outcome (points) |
|
|---|---|---|---|---|
| Entry level | 1,170 | 7.5 | 17.8% | 7.5 |
| Target | 1,378 | 18.75 | 20.9% | 18.75 |
| Ceiling | 1,585 | 30.0 | 24.0% | 30.0 |
| Outcome | 1,366 | 18.1 | 20.3% | 16.6 |
Full disclosure of the 2017 bonus ranges and outcomes will be included in the 2018 report.
Five points of the 10-point safety element was payable on the achievement of total recordable case rate (TRCR) targets. If the achieved TRCR rate was 0.67 or better, then the entire 5 points would be earned. One point would be earned for a TRCR of 0.75, with straight-line interpolation for TRCR performance between 0.67 and 0.75. The other 5 points were payable if there were no fatalities within the Mondi Group. If there is one fatality then these 5 points are forfeited. If there are two fatalities during the year then the entire 10 points attributable to safety are forfeited.
Mondi continued to achieve an industry-leading TRCR performance. The TRCR that was achieved for 2017 was 0.60. As a result of the tragic and unacceptable fatalities of workers engaged in Mondi's operations as reported on page 45, no payment has been made under the safety element.
| Key objectives and achievements | |||||
|---|---|---|---|---|---|
| The executive directors share many key objectives and also have individual objectives that are specific to their roles. Key objectives, and achievements against these objectives during 2017, included: |
|||||
| Strategy development | e Successful start up of second phase of €260 million investment in Świecie | ||||
| and execution | e Initiated €335 million modernisation project at Štĕtí | ||||
| e Launched first stage of investment of €310 million in Ružomberok to rebuild the fibre line and set up a new kraft white top machine |
|||||
| e Acquired Excelsior Technologies in the UK for €40 million | |||||
| e A large number of potential acquisitions considered | |||||
| Organisational performance |
e Rationalisation continued: Industrial Bags network optimisation with three plant closures during the year, and Consumer Packaging restructuring including in Kutno in Poland |
||||
| e Continue to make good progress on cost management | |||||
| e Quality initiative to improve margins | |||||
| e Reorganisation of business units to reflect the underlying nature of the products produced, including merging of Uncoated Fine Paper and South Africa, excluding the containerboard operations, into a single business unit, and merging the containerboard operations of South Africa into Packaging Paper |
|||||
| Financial efficiency | e Moody's rating upgraded from Baa2 to Baa1 | ||||
| and financing | e Redemption of €500 million 5.75% 2017 Eurobond on maturity, significantly reducing financing costs | ||||
| e Ongoing work on tax optimisation and risk mitigation | |||||
| e Self-financing of major capital projects and acquisitions due to strong cash generation | |||||
| Organisational structure | e Successful, smooth transition to new CEO | ||||
| and resourcing | e Several key appointments made during the year | ||||
| Organisational culture | e Safety focus on major risks continued. Continued improvement in TRCR | ||||
| e Management style and leadership assessed via 360˚ surveys | |||||
| Stakeholder relationships | e Hosted a well attended Capital Markets Day and site visit to Consumer Packaging operations in Gronau and Steinfeld in Germany |
||||
| e Extensive roadshows, individual meetings and phone calls with existing and potential shareholders | |||||
| e Government and NGO engagement on a wide variety of issues e.g. forestry, employees, communities and industry groups |
|||||
| The ratings of the three | Peter Oswald 25/30 | ||||
| executive directors were: | David Hathorn 25/30 | ||||
| Andrew King 25/30 |
| Name | Awarded in cash | Awarded in shares | Total |
|---|---|---|---|
| Peter Oswald1 | €496,160 | €496,160 | €992,320 |
| David Hathorn2 | €359,166 | NIL | €359,166 |
| Andrew King | €274,176 | €274,176 | €548,352 |
1 For the period 1 January 2017 to 10 May 2017, as Chief Executive Officer Europe & International, Peter's maximum annual bonus was 135% of base salary and has been determined with reference to his base salary in that role. For the period from 11 May 2017 to 31 December 2017, his maximum annual bonus was 165% of base salary, which is the level the remuneration committee has already proposed to shareholders for the chief executive officer role for 2017
2 This reflects a pro-rated amount for the period on the Boards
Under Mondi's LTIP and BSP rules malus and clawback can be applied to awards made on or after 1 January 2011 if there has been a misstatement of financial results, or performance conditions that are relevant to the Plans, that had the effect that awards were larger than they would have been had such errors not been made. Malus and clawback may at the committee's discretion take the form of a demand for the participant to repay amounts to Mondi, a reduction of future bonus payments to the participant, and a reduction in the number of conditional share awards held by a participant. Malus and clawback apply to misstatement of results or miscalculation of relevant performance conditions. In the case of employment termination Mondi is able to cancel subsisting but unvested share awards, withhold payments that would otherwise be due to the participant, and where appropriate initiate legal proceedings to recover funds to which the Group is legally entitled.
The committee considered whether there were any circumstances in the year that would have required clawback and agreed that such circumstances did not exist.
The LTIP awards that were made in 2015, with a three-year performance period that ended on 31 December 2017, were reviewed by the committee in February against the (equally weighted) relative TSR and ROCE performance conditions.
The three-year ROCE that was achieved was 20.2% (20.5% in 2015, 20.3% in 2016 and 19.7% in 2017). As this exceeded the 10% to 16% ROCE target range for these awards, 100% of the shares attributable to the ROCE performance condition vested in March 2018.
Mondi plc achieved a TSR of 64%, and Mondi Limited 65.8%, over the performance period and Mondi's rank within the TSR peer group was 7th. This was above the median position required for vesting of 25% of the attributable shares, but below the upper quartile required for full vesting. Based on the performance calculation performed for the committee by New Bridge Street, 45% of the shares attributable to this element vested.
In overall terms, 72.5% of the 2015 LTIP shares under award therefore vested and the remainder lapsed. For Peter Oswald, this means that 55,035 of the 75,910 shares under award vested. For Andrew King, 30,222 of the 41,685 Mondi plc shares under award vested and 13,040 of the 17,985 Mondi Limited shares. No discretion was exercised by the committee in determining the vesting outcomes.
As shares vested on 8 March 2018, after the finalisation of this report, the average share price, and average exchange rates, over the last three months of the performance cycle were used to estimate the value for the purpose of the table on page 122. The average share price was £18.45 for the Mondi plc LTIP awards and ZAR333.46 for the Mondi Limited LTIP awards.
The maximum award that can be made to any LTIP participant in any year under the policy approved at the 2017 AGMs is equal to 225% of base salary. For 2017, the award made to Peter Oswald was 210% of base salary and the award made to Andrew King was 175% of base salary. The award made to David Hathorn was 185% of base salary in line with the previous year. As noted in last year's annual report on remuneration, this will be pro-rated down for time served in accordance with shareholder guidelines, at the date he retires, and remain subject to the normal performance conditions and vesting dates.
For the LTIP awards made in 2017, the performance conditions are based on two performance measures of equal weight – relative TSR and ROCE – measured over a three-year performance period ending on 31 December 2019. The committee believes that this combination of metrics provides an appropriate means of aligning the operation of the LTIP with shareholders' interests and the Group's business strategy.
The TSR performance condition is based on the Group's TSR relative to a group of competitor companies. Since the 2013 LTIP awards, the following companies were selected:
| Amcor | Domtar | Huhtamaki (2017)4 | MeadWestvaco1 | Sappi | The Navigator Company2 |
|---|---|---|---|---|---|
| Bemis | DSSmith | International Paper | Metsä Board | Smurfit Kappa | UPM |
| BillerudKorsnäs | Holmen | Mayr-Melnhof | RPC (2017)4 | Stora Enso | WestRock3 |
1 MeadWestvaco was included in LTIP awards until its merger with Rock Tenn in 2015 when it was, in accordance with committee practice, removed from the peer group for all subsisting awards
2 Portucel Soporcel Group rebranded in February 2016 as The Navigator Company
3 WestRock, the company that was formed by the merger of MeadWestvaco and Rock Tenn, has been included in the peer group for 2016 and subsequent awards 4 As highlighted last year, Huhtamaki and RPC were added to the peer group for 2017 and subsequent awards
For the 50% of awards attributable to TSR: If the Group's TSR is below the median when ranked against the comparator group, this part of the award will lapse in full. For TSR at the median, 25% of this part of the award (i.e. 12.5% of the total award) will vest, with a straightline progression to the upper quartile, at which point 100% of this part of the award (i.e. 50% of the total award) will vest.
For the 50% of awards attributable to ROCE: This part will lapse in full if ROCE is below 10%. 25% of this part of the award (i.e. 12.5% of the total award) will vest for achievement of ROCE of 10%, with a straight-line progression to full vesting of this part of the award for achievement of ROCE of 18% (i.e. 50% of the total award).
For the 2018 awards, the peer group remains unchanged from 2017.
The following graphs set out the comparative TSR of Mondi Limited relative to the JSE All-Share Index, and Mondi plc relative to the FTSE All-Share Index, for the period between 31 December 2008 and 31 December 2017. Those indices were chosen because they are broad equity market indices of which Mondi Limited and Mondi plc, respectively, are members.
This graph shows the value, by 31 December 2017 of R100 invested in Mondi Limited on 31 December 2008 compared with the value of R100 invested in the JSE All-Share Index. The other points plotted are the values at intervening financial year ends.
This graph shows the value, by 31 December 2017 of £100 invested in Mondi plc on 31 December 2008 compared with the value of £100 invested in the FTSE All-Share Index.
| Year | Total remuneration | % of maximum bonus earned | % of LTI vested |
|---|---|---|---|
| 2017 | €3,845,5571 | 63 | 72.5 |
| 2016 | €5,786,9582 | 68.7 | 92.5 |
| 2015 | €7,013,835 | 89.6 | 100 |
| 2014 | €7,763,908 | 91.6 | 100 |
| 2013 | €5,900,140 | 73 | 100 |
| 2012 | €6,305,794 | 80 | 100 |
| 2011 | €12,824,1123 | 78 | 92 |
| 2010 | €3,160,318 | 89 | 33 |
| 2009 | €2,627,196 | 83 | 12 |
1 For 2017 the CEO remuneration reflects David Hathorn's remuneration up to his retirement from the Boards on 11 May 2017, including the pro-rata CEO annual bonus, and Peter Oswald's base salary, pension, benefits and pro-rata CEO annual bonus, as well as the 2015 LTIP vesting amount, with effect from 11 May 2017
2 In 2016, the three-year performance cycle of the 2014 LTIP award ended on 31 December 2016. The award value shown in the 2016 Remuneration report was an estimate based on the average share price over the last three months of the performance cycle which was £16.06 for Mondi plc LTIP awards and ZAR276.73 for Mondi Limited LTIP awards. The actual share price on vesting was £18.67 for Mondi plc LTIP awards and ZAR299.38 for Mondi Limited LTIP awards. The total remuneration for 2016 has been restated on this basis
3 David Hathorn's remuneration in 2011 included €3.9 million from the proceeds of a one-off, shareholder approved, share award under a Co-Investment Plan he participated in at the time of the Group's demerger from Anglo American plc in 2007. Under this plan, he invested £1 million from his own funds in Mondi plc shares in August 2007. He was eligible to receive a match of up to 250% of the number of investment shares based on a relative TSR performance measure over a four-year period. As the TSR achieved by Mondi plc was better than the upper quintile – Mondi was the top-performing company in the comparator group – the committee approved the maximum vesting in accordance with the Plan rules
| Percentage change in remuneration elements from 2016 to 2017 | |||||
|---|---|---|---|---|---|
| Salary | Benefits | Bonus | |||
| CEO1 | 2.7% | 6.7% | -0.9% | ||
| Mondi Group2 | 2.7% | N/A3 | -3.8%4 |
1 CEO remuneration is reported in euros, but denominated in pounds sterling for David Hathorn. See the table on page 122. Change percentages shown are for pounds sterling values. For 2017 the CEO remuneration reflects David Hathorn's remuneration up to his leaving the Boards on 11 May 2017, and Peter Oswald's base salary, pension, benefits and pro-rata CEO annual bonus remuneration thereafter
2 Includes salaries and bonuses (where applicable) for all employees of Mondi Group excluding the CEO with year-on-year movements reported in per capita terms
3 In most of the Group the majority of benefits are provided through social security. Additional benefits represent less than 5% of the salary bill
4 Aggregate bonuses paid during 2017 are compared with those paid in 2016. This includes annual bonuses that are paid in arrears and periodic bonuses that are paid more frequently. Each year's numbers therefore include some payments attributable to that year and some that reflect performance in the previous year. Bonuses are often based on specific objectives that are set at the level of local operations that do not necessarily correlate with Group-wide metrics that underpin the CEO's bonus
| € million | 2017 | 2016 | % change |
|---|---|---|---|
| Dividends | 273 | 274 | -0.4% |
| Overall remuneration expenditure1 | 1,053 | 996 | 5.4% |
1 Remuneration expenditure for all Mondi Group employees
Current fee levels are as follows:
| Role | Annual fee2 |
|---|---|
| Joint chairman fee1 | £289,300 |
| Non-executive base fee | £46,200 |
| Additional fees: | |
| Senior independent director and DLC remuneration committee chairman fee | £17,360 |
| DLC remuneration committee chairman fee | £11,000 |
| Supplement for Senior Independent Director role if held by a non-executive director who already chairs a committee |
£6,000 |
| DLC audit committee chairman fee | £11,550 |
| DLC sustainable development committee chairman fee | £9,230 |
| Mondi Limited social and ethics committee chairman fee | £9,230 |
| Attendance fee per meeting (outside country of residence) | £5,780 |
| Attendance fee per day (inside country of residence) | £1,730 |
1 No supplement is payable for additional commitments in relation to this role
2 Fees are determined in pounds sterling. In the remuneration table on page 122, euro amounts are reported based on exchange rates on the dates actual payments were made
The joint chairmen and the other non-executive directors are appointed by Mondi Limited and Mondi plc. The terms of their appointment provide for the appointment to be terminable on six months' notice.
Until the Annual General Meetings in May 2017, the CEO was required to achieve and maintain a shareholding equivalent to 150% of base salary, and other executive directors a shareholding of at least 100% of base salary. As at 31 December 2016, all executive directors were compliant under this policy. From the AGMs in 2017, the requirement is for all executive directors to build a holding of 200% of base salary, normally within a period of not more than five years from joining the Boards. Previously compliant directors whose shareholdings do not meet the minimum requirements on 1 January of any year are normally required to achieve compliance by 31 December of the same year. Under these increased shareholding requirements, Peter Oswald was compliant at 31 December 2017. Andrew King's shareholding requirement doubled from 100% of salary to 200% at the AGMs in 2017 and as at 31 December 2017 he was well on his way to achieving this new, much enhanced requirement, with a holding of 191% of his salary.
Further conditional shares under Mondi's share plans (BSP and LTIP) will vest in March 2018 and executive directors will further increase their holdings at this time.
The beneficial and non-beneficial share interests of the directors and their connected persons as at 1 January 2017 or, if later, on appointment, and as at 31 December 2017, or as at their date of resignation if earlier, were as follows:
| Shareholding at 1 Jan 2017 |
Shareholding at 31 Dec 2017 |
Total shareholding as multiple of salary (%) |
Deferred BSP shares outstanding at 31 Dec 20171 |
Deferred BSP shares as multiple of salary (%) |
Deferred LTIP shares outstanding at 31 Dec 20172 |
Deferred LTIP shares as multiple of salary (%) |
|
|---|---|---|---|---|---|---|---|
| Peter Oswald | |||||||
| Mondi plc | 100,000 | 154,872 | 299% | 75,017 | 145% | 261,538 | 505% |
| David Hathorn | |||||||
| 128,969 as at | |||||||
| Mondi plc | 128,969 | resignation | 81,515 | 242,606 | |||
| Mondi Limited | — | — | 35,141 | 104,540 | |||
| Total | 128,969 | 128,969 as at resignation |
274% | 116,656 | 248% | 347,146 | 738% |
| Andrew King | |||||||
| Mondi plc | 78,330 | 60,000 | 39,190 | 122,601 | |||
| Mondi Limited | 208 | 208 | 16,895 | 52,813 | |||
| Total | 78,538 | 60,208 | 191% | 56,085 | 178% | 175,414 | 556% |
1 BSP shares subject to service condition
2 LTIP shares subject to service and performance conditions
| Non-executive directors | Shareholding at 1 Jan 2017 |
Shareholding at 31 Dec 2017 |
|---|---|---|
| Mondi plc | ||
| Fred Phaswana | 5,366 | 5,482 |
| David Williams | 5,000 | 5,000 |
| Stephen Harris | 1,000 | 1,000 |
| Tanya Fratto | — | 1,000 |
| John Nicholas | 6,000 | 6,000 |
| Anne Quinn | 11,882 | 11,882 as at resignation |
| Dominique Reiniche | 1,000 | 1,000 |
There has been no change in the interests of the directors and their connected persons between 31 December 2017 and the date of this report.
The DLC remuneration committee is a formal committee of the Boards. Its remit is set out in terms of reference adopted by the Boards. A copy of the terms of reference is available on the Group's website at www.mondigroup.com. The committee's performance against these terms of reference is reviewed on an annual basis and the committee is satisfied that it has acted in accordance with its terms of reference during the year.
The primary purposes of the committee, as set out in its terms of reference, are:
| Composition | |
|---|---|
| Committee Members throughout the year: member since: |
Meeting attendance (five meetings in the year): |
| Tanya Fratto, chairman January 2017 |
5 |
| Stephen Harris March 2011 |
5 |
| Anne Quinn, chairman1 May 2007 |
3 |
| Dominique Reiniche2 October 2015 |
4 |
| David Williams May 2007 |
5 |
1 Anne Quinn was chairman of the committee up to her retirement from the Boards in May 2017. Anne attended all meetings up to the date of her departure
2 Dominique Reiniche was unable to attend one meeting due to an unavoidable prior commitment
The committee is authorised to seek information from any director and employee of the Group and to obtain external advice. The committee is solely responsible for the appointment of external remuneration advisers and for the approval of their fees and other terms. No director or other attendee takes part in any discussion regarding his or her personal remuneration.
In the year to 31 December 2017, New Bridge Street (NBS) provided remuneration advice and benchmarking data to the committee. NBS do not undertake any other work for the Group. NBS is appointed by the committee, and is a signatory to The Code of Conduct of the Remuneration Consultants Group, which requires the advice NBS provides to be objective and impartial. Total fees paid to NBS in respect of the year under review were £87,877.
No consideration was paid or became receivable by third parties for making available the services of any person as a director of Mondi Limited or Mondi plc ('the Companies'), or while a director of the Companies, as a director of any of the Companies' subsidiary undertakings, or as a director of any other undertaking of which he/she was (while a director of the Companies) a director by virtue of the Companies' nomination, or otherwise in connection with the management of the Companies or any undertaking during the year to 31 December 2017.
The following tables set out the share awards granted to the executive directors.
| Awards held at beginning of year or on appointment |
Awards | Awards | Awards held as at |
||||||
|---|---|---|---|---|---|---|---|---|---|
| Type of award1 |
to the Boards |
granted during year |
Shares lapsed |
exercised during year |
Award price basis (ZAc) |
Date of award |
31 December 2017 |
Release date |
|
| David Hathorn | BSP | 12,883 | 12,883 | 19435 | Mar 14 | Mar 17 | |||
| BSP | 13,542 | 23444 | Mar 15 | 13,542 | Mar 18 | ||||
| BSP | 14,100 | 28200 | Mar 16 | 14,100 | Mar 19 | ||||
| BSP | 7,499 | 30352 | Mar 17 | 7,499 | Mar 20 | ||||
| LTIP | 44,723 | 3,354 | 41,369 | 19435 | Mar 14 | Mar 17 | |||
| LTIP | 37,516 | 23444 | Mar 15 | 37,516 | Mar 18 | ||||
| LTIP | 39,598 | 28200 | Mar 16 | 39,598 | Mar 19 | ||||
| LTIP | 27,426 | 30352 | Mar 17 | 27,426 | Mar 20 | ||||
| Andrew King | BSP | 6,091 | 6,091 | 19435 | Mar 14 | Mar 17 | |||
| BSP | 6,543 | 23444 | Mar 15 | 6,543 | Mar 18 | ||||
| BSP | 6,744 | 28200 | Mar 16 | 6,744 | Mar 19 | ||||
| BSP | 3,608 | 30352 | Mar 17 | 3,608 | Mar 20 | ||||
| LTIP | 18,574 | 1,393 | 17,181 | 19435 | Mar 14 | Mar 17 | |||
| LTIP | 17,985 | 23444 | Mar 15 | 17,985 | Mar 18 | ||||
| LTIP | 19,032 | 28200 | Mar 16 | 19,032 | Mar 19 | ||||
| LTIP | 15,796 | 30352 | May 17 | 15,796 | Mar 20 |
1 For note 1 please refer to the table on page 31
| Type of award1 |
Awards held at beginning of year or on appointment to the Boards |
Awards granted during year |
Shares lapsed |
Awards exercised during year |
Award price basis (GBp) |
Date of award |
Awards held as at 31 December 2017 |
Release date |
|
|---|---|---|---|---|---|---|---|---|---|
| Peter Oswald | BSP | 29,293 | 29,293 | 1088 | Mar 14 | Mar 17 | |||
| BSP | 27,029 | 1330 | Mar 15 | 27,029 | Mar 18 | ||||
| BSP | 30,258 | 1288 | Mar 16 | 30,258 | Mar 19 | ||||
| BSP | 17,730 | 1876 | Mar 17 | 17,730 | Mar 20 | ||||
| LTIP | 88,147 | 6,611 | 81,536 | 1088 | Mar 14 | Mar 17 | |||
| LTIP | 75,910 | 1330 | Mar 15 | 75,910 | Mar 18 | ||||
| LTIP | 86,073 | 1288 | Mar 16 | 86,073 | Mar 19 | ||||
| LTIP | 99,555 | 1876 | May 17 | 99,555 | Mar 20 | ||||
| David Hathorn | BSP | 29,760 | 29,760 | 1088 | Mar 14 | Mar 17 | |||
| BSP | 31,386 | 1330 | Mar 15 | 31,386 | Mar 18 | ||||
| BSP | 32,614 | 1288 | Mar 16 | 32,614 | Mar 19 | ||||
| BSP | 17,515 | 1876 | Mar 17 | 17,515 | Mar 20 | ||||
| LTIP | 103,315 | 7,748 | 95,567 | 1088 | Mar 14 | Mar 17 | |||
| LTIP | 86,950 | 1330 | Mar 15 | 86,950 | Mar 18 | ||||
| LTIP | 91,596 | 1288 | Mar 16 | 91,596 | Mar 19 | ||||
| LTIP | 64,060 | 1876 | Mar 17 | 64,060 | Mar 20 | ||||
| Andrew King | BSP | 14,071 | 14,071 | 1088 | Mar 14 | Mar 17 | |||
| BSP | 15,164 | 1330 | Mar 15 | 15,164 | Mar 18 | ||||
| BSP | 15,599 | 1288 | Mar 16 | 15,599 | Mar 19 | ||||
| BSP | 8,427 | 1876 | Mar 17 | 8,427 | Mar 20 | ||||
| LTIP | 42,908 | 3,218 | 39,690 | 1088 | Mar 14 | Mar 17 | |||
| LTIP | 41,685 | 1330 | Mar 15 | 41,685 | Mar 18 | ||||
| LTIP | 44,022 | 1288 | Mar 16 | 44,022 | Mar 19 | ||||
| LTIP | 36,894 | 1876 | May 17 | 36,894 | Mar 20 |
1 The value on award of the BSP awards set out in this table is included in the table of executive directors' remuneration on page 122. The LTIP performance measures for the awards made in 2017 as set out in this table are detailed on page 125 of this report. The face values of the 2017 LTIP awards made were:
| Peter Oswald | Mondi plc: £1,867,652 |
|---|---|
| David Hathorn | Mondi plc: £1,201,766. Mondi Limited: ZAR8,324,340 |
| Andrew King | Mondi plc: £692,131. Mondi Limited: ZAR4,794,402 |
2 In addition to the number of shares that vested as shown in the table above in respect of the BSP and in respect of the LTIP awards that vested in 2017, the executive directors also received the following cash amounts of equivalent value to dividends on vested shares over the vesting period, in accordance with the plan rules:
| Name | Amount |
|---|---|
| David Hathorn | €243,348.85 (£210,711) |
| Peter Oswald | €154,340.46 |
| Andrew King | €104,387.94 (£90,388) |
The Group currently operates one HM Revenue & Customs approved all-employee share plan in the UK:
Employees resident in the UK are eligible to participate in the SIP. Contributions of up to £150 are taken from participants' gross salary and used to purchase ordinary shares in Mondi plc each month. Participants receive one matching Mondi plc ordinary share free of charge for each share purchased. The shares are placed in trust and the matching shares are forfeited if participants resign from the Group's employment within three years. If the shares are left in trust for at least five years, they can be removed free of UK income tax and National Insurance contributions.
| Shares held at beginning of year or on appointment to the Boards |
Partnership shares acquired during the year |
Matching shares awarded during the year |
Shares released during year |
Total shares held as at 31 December 2017 |
|
|---|---|---|---|---|---|
| David Hathorn1 | 4,942 | 40 | 40 | — | 5,022 |
| Andrew King2 | 5,386 | 94 | 94 | — | 5,574 |
1 SIP shares shown are those purchased for David Hathorn until the May 2017 purchase
2 Since 1 January 2018 up to the date of this report Andrew King acquired 16 partnership shares and was awarded 16 matching shares
The closing price of a Mondi Limited ordinary share on the JSE Limited on 31 December 2017 was ZAR319.27 and the range during the period between 1 January 2017 and 31 December 2017 was ZAR273.30 (low) and ZAR383.00 (high).
The closing price of a Mondi plc ordinary share on the London Stock Exchange on 31 December 2017 was £19.31 and the range during the period between 1 January 2017 and 31 December 2017 was £16.47 (low) to £21.30 (high).
The Annual General Meetings of Mondi Limited and Mondi plc were both held on 11 May 2017. As required by the dual listed company structure, all resolutions were treated as joint electorate actions and were decided on a poll. All resolutions at both meetings were passed. The voting results of the joint electorate actions are identical and are given below. Overall in excess of 76% of the total Group shares were voted.
| Resolution | Votes for | % | Votes against | % | Votes total | Votes withheld |
|---|---|---|---|---|---|---|
| Mondi Limited business | ||||||
| 13. To endorse the remuneration policy | 350,978,897 | 95.09 | 18,136,071 | 4.91 | 369,114,968 | 1,978,635 |
| 14. To authorise a maximum increase of 2.1% in non executive director fees1 |
370,597,620 | 99.96 | 143,150 | 0.04 | 370,740,770 | 352,833 |
| Mondi plc business | ||||||
| 24. To approve the remuneration policy | 350,932,350 | 95.57 | 16,263,381 | 4.43 | 367,195,731 | 3,898,672 |
| 25. To approve the remuneration report (other than the policy) | 362,028,426 | 98.92 | 3,967,572 | 1.08 | 365,995,998 | 5,098,405 |
1 Special resolution
Current salary levels, and increases awarded in January 2018, are as follows:
| Name | Base salary effective 1 Jan 2018 |
Previous base salary |
% change |
|---|---|---|---|
| Peter Oswald | €1,076,000 | €1,050,000 | 2.5 |
| Andrew King | £579,000 | £565,000 | 2.5 |
The executive directors' base salaries were reviewed at the normal 1 January 2018 review date. Peter Oswald's (Group Chief Executive Officer) and Andrew King's (Group Chief Financial Officer) salaries were increased by 2.5%, which is less than the average percentage increase for Mondi's wider workforce.
Half of any bonus earned in respect of 2017 performance will be paid out in cash and the other half will be deferred for three years in conditional Mondi shares. The bonus structure for 2018 is being modified in response to market trends and feedback received from shareholders. A maximum of 70 points (against 60 previously) will be attributable to financial performance (35 on EBITDA and 35 on ROCE). The portion that is payable on personal objectives will reduce correspondingly from 30 points to 20. Safety will continue to contribute 10 points to the bonus.
LTIP awards that are made in 2018 will continue to have two performance conditions of equal weight – TSR and ROCE, measured over a three-year performance period commencing on 1 January 2018.
For the 50% of the awards attributable to TSR: If the Group's TSR is below the median when ranked against the comparator group on page 125, this part of the award will lapse in full. For TSR at the median, 25% of this part of the award (i.e. 12.5% of the total award) will vest, with a straight-line progression to the upper quartile, at which point 100% of this part of the award (i.e. 50% of the total award) will vest.
For the 50% of the awards attributable to ROCE: This part will lapse in full if ROCE is below 10%. 25% of this part of the award (i.e. 12.5% of the total award) will vest for achievement of ROCE of 10%, with a straight-line progression to full vesting of this part of the award for achievement of ROCE of 18% (i.e. 50% of the total award).
Current non-executive directors' fees, and increases proposed for implementation with effect from the date of the Annual General Meetings of Mondi Limited and Mondi plc to be held on 16 May 2018 are shown in the table below. Increases of 2.5% are proposed, together with structural changes that serve to rationalise the fee structure and contain costs. It is presently anticipated that the DLC sustainable development committee and the Mondi Limited social and ethics committee will always be chaired by the same person. The additional committee fee for this combined role will be set at £11,270, against the current £18,460. Additionally, a fee of £11,270 is proposed for the senior independent director where the incumbent does not chair a committee.
| Proposed with effect from |
Percentage increase |
||
|---|---|---|---|
| Role | Annual fee | 16 May 2018 | proposed |
| Joint chairman fee1 | £289,300 | £296,500 | 2.5 |
| Non-executive base fee | £46,200 | £47,350 | 2.5 |
| Additional fees: | |||
| Supplement for DLC audit committee chairman | £11,550 | £11,840 | 2.5 |
| Supplement for DLC remuneration committee chairman | £11,000 | £11,270 | 2.5 |
| Combined supplement for DLC sustainable development committee & Mondi Limited social & ethics committee chairman |
N/A | £11,270 | N/A |
| Supplement for DLC sustainable development committee chairman | £9,230 | N/A | N/A |
| Supplement for Mondi Limited social and ethics committee chairman | £9,230 | N/A | N/A |
| Supplement for senior independent director | N/A | £11,270 | N/A |
| Supplement for senior independent director role if held by a non-executive who already chairs a committee |
£6,000 | £6,150 | 2.5 |
| Attendance fee per meeting (outside country of residence) | £5,780 | £5,920 | 2.4 |
| Attendance fee per day (inside country of residence) | £1,730 | £1,770 | 2.3 |
1 No supplement is payable for additional commitments in relation to this role
This report was approved by the Boards on 1 March 2018 and is signed on their behalf.
Chairman of the DLC remuneration committee
Overview
For the purposes of the UK Companies Act, the disclosures below, including those incorporated by reference, together with the Corporate governance report set out on pages 78 to 112, form the Directors' report.
In addition, disclosures relating to the following items, which also form part of the Directors' report, have been included in the Strategic report which can be found on pages 12 to 77:
e Dividends
The UK Listing Authority listing rules require the disclosure of certain specified information in the annual financial report of Mondi plc.
The information required under rule 9.8.4 (1) in relation to interest capitalised and related tax relief can be found on page 165. The information required under rules 9.8.4 (12) and (13) in relation to dividend waivers can be found on page 174. This information is incorporated by reference into this Directors' report.
Besides the above, the information required to be disclosed under rule 9.8.4 R is not applicable to Mondi plc and therefore no disclosures have been made in this regard.
Full details of the Group's share capital can be found in note 20 to the financial statements.
Based on the Mondi Limited share register as at 31 December 2017, the directors are aware of the following shareholders holding directly 5% or more of the issued share capital of Mondi Limited:
| Shareholder | Shares | % |
|---|---|---|
| Government Employees Pension Fund (Public Investment Corporation Limited) | 13,794,691 | 11.66 |
Save as indicated above, the directors have not been advised of and have no certainty whether any of the shareholders could be beneficially interested in 5% or more of the issued share capital of Mondi Limited.
As at 31 December 2017, the Group had received notifications from the following parties in the voting rights of Mondi plc. The number of voting rights and percentage interests shown are as disclosed at the date on which the holding was notified.
| Number of voting | ||
|---|---|---|
| Shareholder | rights | % |
| Public Investment Corporation Limited | 21,970,591 | 5.98 |
| BlackRock, Inc | 21,530,677 | 5.86 |
| Investec Asset Management Limited | 18,352,708 | 4.99 |
| AXA S.A. | 17,210,471 | 4.69 |
| Standard Life Investments Limited | 16,476,021 | 4.49 |
| Norges Bank | 14,424,171 | 3.93 |
| Old Mutual Plc | 11,978,984 | 3.26 |
| Coronation Asset Management Proprietary Limited | 11,543,844 | 3.14 |
| Sanlam Investment Management Proprietary Limited | 10,936,128 | 3.00 |
The following changes in interests have been notified between 1 January 2018 and the date of this report:
| Number of voting | |||
|---|---|---|---|
| Date | Shareholder | rights | % |
| 18 January 2018 | Coronation Asset Management Proprietary Limited | 14,831,314 | 4.04 |
| 5 February 2018 | Public Investment Corporation Limited | 18,120,339 | 4.93 |
The information for Mondi plc shareholders required pursuant to the UK Companies Act can be found on pages 217 to 219 of this report.
No political donations were made during 2017 and it is Mondi's policy not to make such donations.
Each of the directors of Mondi Limited and Mondi plc at the date when this report was approved confirms that:
PricewaterhouseCoopers Inc and PricewaterhouseCoopers LLP (together 'PwC') have indicated their willingness to continue as auditors of Mondi Limited and Mondi plc respectively. The Boards have decided that resolutions to reappoint them will be proposed at the Annual General Meetings of Mondi Limited and Mondi plc scheduled to be held on 16 May 2018.
The reappointment of PwC has the support of the DLC audit committee, which will be responsible for determining their audit fee on behalf of the directors (see page 103 for more information).
Note 4 to the financial statements sets out the auditors' fees both for audit and non-audit work.
With the exception of the proposed final ordinary and special dividends for 2017, included in note 9 to the financial statements, and the signing on 22 February 2018 of a new €600 million one year multicurrency revolving credit facility, there have been no material reportable events since 31 December 2017.
The Annual General Meeting of Mondi Limited will be held at 11:30 (SA time) on Wednesday 16 May 2018 at the Hyatt Regency, 191 Oxford Road, Rosebank, Johannesburg 2132, Republic of South Africa and the Annual General Meeting of Mondi plc will be held at 10:30 (UK time) on Wednesday 16 May 2018 at Haberdashers' Hall, 18 West Smithfield, London EC1A 9HQ, UK. The notices convening each meeting, which are sent separately to shareholders, detail the business to be considered and include explanatory notes for each resolution. The notices are available on the Mondi Group website at: www.mondigroup.com.
This Directors' report was approved by the Boards on 1 March 2018 and is signed on their behalf.
| Philip Laubscher Company Secretary |
Jenny Hampshire Company Secretary |
|---|---|
| Mondi Limited 4th Floor, No. 3 Melrose Boulevard Melrose Arch 2196 PostNet Suite #444 Private Bag X1 Melrose Arch 2076 Gauteng Republic of South Africa |
Mondi plc Building 1, 1st Floor Aviator Park Station Road Addlestone Surrey KT15 2PG |
| Registration No. 1967/013038/06 | Registered No. 6209386 |
| 1 March 2018 | 1 March 2018 |
| Directors' responsibility statement | 139 |
|---|---|
| Independent auditors' report | 140 |
| Financial statements | 150 |
| Group financial record | 214 |
| Production statistics | 216 |
| Exchange rates | 216 |
| Additional information for Mondi plc shareholders |
217 |
| Shareholder information | 220 |
| Glossary of terms | IBC |
We designed our PERGRAPHICA® portfolio of premium uncoated fine papers for perfectionists. It reflects emotion and brings stories to life.
Governance
Overview
Strategic report
| Directors' responsibility statement | 139 | |
|---|---|---|
| shareholders of Mondi Limited | Independent auditors' report to the members of Mondi plc and the | 140 |
| Combined and consolidated income statement | 150 | |
| Combined and consolidated statement of comprehensive income | 151 | |
| Combined and consolidated statement of financial position | 152 | |
| Combined and consolidated statement of changes in equity | 153 | |
| Combined and consolidated statement of cash flows | 154 | |
| Notes to the combined and consolidated financial statements: | ||
| Note 1 | Basis of preparation | 155 |
| Note 2 | Operating segments | 156 |
| Notes 3–7 | Notes to the combined and consolidated income statement |
159 |
| Notes 8–9 | Per share measures | 164 |
| Notes 10–17 | Notes to the combined and consolidated statement of financial position |
165 |
| Notes 18–21 | Capital management | 171 |
| Note 22 | Retirement benefits | 175 |
| Notes 23–25 | Notes to the combined and consolidated statement of cash flows |
179 |
| Notes 26–32 | Other disclosures | 183 |
| Note 33 | Accounting policies | 192 |
| Mondi Limited parent company statement of financial position | 203 | |
| Mondi Limited parent company statement of changes in equity | 204 | |
| financial statements | Extract of the notes to the audited Mondi Limited parent company | 205 |
| Mondi plc parent company balance sheet | 207 | |
| Mondi plc parent company statement of changes in equity | 207 | |
| Notes to the Mondi plc parent company financial statements | 208 |
The directors are responsible for preparing the Integrated report, Remuneration report and Financial statements in accordance with applicable laws and regulations.
South African and UK company law require the directors to prepare financial statements for each financial year.
In preparing the Group's financial statements and the Mondi Limited parent company financial statements, International Accounting Standard 1, 'Presentation of Financial Statements', requires that the directors:
In preparing the Mondi plc parent company financial statements, the directors are required to:
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and parent companies' transactions; disclose with reasonable accuracy, at any time, the financial position of the Group and parent companies; and enable them to ensure that the financial statements comply with the requirements of the Companies Act of South Africa 2008 and the UK Companies Act 2006 respectively. They are also responsible for safeguarding the assets of the Group and parent companies and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
These financial statements have been prepared under the supervision of the Group Chief Financial Officer, Andrew King CA (SA), and have been audited in accordance with the applicable requirements of the Companies Act of South Africa 2008 and the UK Companies Act 2006.
The Boards confirm that to the best of their knowledge:
The Group's combined and consolidated financial statements, and related notes 1 to 33, were approved by the Boards and authorised for issue on 1 March 2018, and were signed on their behalf by:
| Peter Oswald | Andrew King |
|---|---|
| Director | Director |
Overview
Mondi plc and Mondi Limited operate under a dual listed company structure as a single economic entity. The "Group" consists of Mondi plc, Mondi Limited and their respective subsidiaries. The Group financial statements combine and consolidate the financial statements of the Group and include the Group's share of joint arrangements and associates.
PricewaterhouseCoopers LLP is the appointed auditor of Mondi plc, a company incorporated in the United Kingdom in terms of the United Kingdom Companies Act 2006. PricewaterhouseCoopers Inc. is the appointed auditor of Mondi Limited, a company incorporated in South Africa in terms of the Companies Act of South Africa. PricewaterhouseCoopers LLP and PricewaterhouseCoopers Inc. (each separately the "Group engagement team") audited the financial statements of the Group.
PricewaterhouseCoopers LLP audited the Group financial statements and Mondi plc parent company financial statements for the year ended 31 December 2017.
PricewaterhouseCoopers Inc. audited the Group financial statements for the year ended 31 December 2017.
For the purpose of this report, the terms "we" and "our" denote PricewaterhouseCoopers LLP in relation to UK legal, professional and regulatory responsibilities and reporting obligations to the members of Mondi plc and PricewaterhouseCoopers Inc. in relation to South African legal, professional and regulatory responsibilities and reporting obligations to the shareholders of Mondi Limited. For the purposes of the "Our audit approach" section of this report, "we" and "our" refer to the Group engagement team, except for the purposes of the table on pages 142 to 144 that sets out the key audit matters and how our audit addressed the key audit matters, where the terms "we" and "our" refer to PricewaterhouseCoopers LLP and/or PricewaterhouseCoopers Inc. and/or our component teams.
In our opinion:
Our opinion is consistent with our reporting to the Audit Committee.
As explained in note 1 to the Group financial statements, the Group, in addition to applying IFRSs as adopted by the European Union, has also applied IFRSs as issued by the IASB.
In our opinion, the Group financial statements have been properly prepared in accordance with IFRSs as issued by the IASB.
In our opinion, the Group financial statements present fairly, in all material respects, the combined and consolidated financial position of the Group as at 31 December 2017, and its combined and consolidated financial performance and its combined and consolidated cash flows for the year then ended in accordance with IFRSs as issued by the IASB and the provisions of the Companies Act of South Africa.
PricewaterhouseCoopers LLP and PricewaterhouseCoopers Inc. have audited the Group financial statements set out on pages 150 to 202 of the Mondi Group Integrated report and financial statements 2017 (the "Integrated Report"), which comprise:
e the notes to the combined and consolidated financial statements, which include a summary of the significant accounting policies.
PricewaterhouseCoopers LLP has audited the Mondi plc parent company financial statements set out on pages 207 to 213 of the Integrated Report, which comprise:
e the Mondi plc parent company balance sheet as at 31 December 2017;
e the Mondi plc parent company statement of changes in equity for the year then ended; and
e the notes to the Mondi plc parent company financial statements, which include a summary of the significant accounting policies. The Group financial statements and the Mondi plc parent company financial statements are referred to in this report as the "financial statements".
PricewaterhouseCoopers LLP conducted their audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. PricewaterhouseCoopers Inc. conducted their audit in accordance with International Standards on Auditing ("ISAs"). Our responsibilities under ISAs and ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
PricewaterhouseCoopers LLP remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC's Ethical Standard were not provided to the Group or Mondi plc. Other than those disclosed in note 4 to the Group financial statements, we have provided no non-audit services to the Group or Mondi plc in the period from 1 January 2017 to 31 December 2017.
PricewaterhouseCoopers Inc. is independent of the Group in accordance with the Independent Regulatory Board for Auditors Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Parts A and B).
Overall Group materiality: €45 million, based on 5% of profit before tax adjusted for special items. Overall Mondi plc parent company materiality: €30 million, based on 1% of total assets.
We identified one component as a significant component which required an audit of its complete financial information due to its financial significance to the Group and a further 9 components where we have concluded that the component engagement leader is a Key Audit Partner (as defined under ISAs (UK)). These 10 components are located in Austria, the Czech Republic, Germany, Poland, Russia, Slovakia and South Africa.
We obtained full scope audit reporting from an additional 18 components, including operating units and treasury operations. Specified audit procedures on certain balances and transactions were performed at a further 26 components.
We assessed the risks of material misstatement in the Group financial statements and determined the following key audit matters for 2017:
No key audit matters specific to the Mondi plc parent company financial statements were identified.
Overview
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where the directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We gained an understanding of the legal and regulatory framework applicable to the Group and the industry in which it operates, and considered the risk of acts by the Group which were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We designed audit procedures that focused on the risk that non-compliance with the UK Companies Act 2006, the Companies Act of South Africa 2008, the UK Listing Rules and/or the Johannesburg Stock Exchange Limited Listings Requirements, gives rise to a material misstatement in the financial statements. In assessing compliance with laws and regulations, our tests included checking the financial statement disclosures to underlying supporting documentation, assessment of certain component auditors' work, enquiries with management and enquiries of legal counsel.
As in all of our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
Key audit matters are those matters that, in the auditors' professional judgement, were of most significance in the audit of the financial statements of the current period. In terms of ISAs (UK), they include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, 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. This is not a complete list of all risks identified by our audit.
Goodwill of €698 million (2016: €681 million) is assessed annually for impairment using a value-inuse basis to determine recoverable amount, while property, plant and equipment of €3,962 million (2016: €3,788 million) is assessed for impairment or impairment reversal where possible indicators of impairment or impairment reversal are identified.
The Group's assessment of the carrying value of goodwill and property, plant and equipment requires accounting judgement and estimation, in particular in forecasting growth rates and future cash flows, establishing the discount rates to be applied and in determining the level at which impairments should be assessed, and therefore we considered it to be a key audit matter. The Group has recorded impairment charges of €50 million (2016: €27 million) and impairment reversals of €14 million (2016: €2 million) related to property, plant and equipment.
Refer to notes 1, 10, 11 and 33, and the Audit Committee's views set out on page 101.
We satisfied ourselves as to the appropriateness of the judgement related to the level at which impairment is assessed for property, plant and equipment, being the lowest level at which largely independent cash inflows can be identified (the cash generating unit, CGU). We also assessed the level at which goodwill is monitored for impairment, including the impact of the business reorganisation in 2017 related to the South Africa Division.
For property, plant and equipment, we evaluated management's assessment of impairment indicators, as well as indicators of impairment reversal, including the conclusions reached. Our evaluation included assessing the process performed by management in accordance with the Group's accounting policy to identify impairment triggers, together with an assessment of business performance in the year, including specific consideration of the impact of the business restructuring announced during 2017.
Where impairment tests were performed, we assessed the basis for management's estimates of growth rates and future cash flows with reference to historical trading performance, market expectations and management forecasts. We used our internal valuation expertise to independently recalculate the discount rates applied and checked the mathematical accuracy of management's valuation models. Where a reversal of property, plant and equipment impairment was identified, in addition to testing the basis of management's estimates, we also checked the reversal calculated did not exceed the historical depreciated value of the impacted assets, taking into account depreciation that would have been charged if no impairment had been recorded previously.
For the groups of CGUs that have goodwill attached to them, we also compared the Group's market capitalisation with the aggregate enterprise value reflected in management's impairment models.
We recalculated management's assessment of the sensitivity of the Group's goodwill impairment models to reasonably possible changes in the key assumptions and considered the appropriateness of disclosures provided by the Group in relation to its impairment reviews.
Based on the procedures performed, we noted no material issues from our work.
The Group has operations in a number of geographical locations and as such is subject to multiple tax jurisdictions, giving rise to complexity in accounting for the Group's taxation.
Taxation
In particular, the existence of tax incentives available to the Group and historical tax losses requires estimation of forecast taxable profitability and of the expected utilisation of incentives in determining the appropriate tax charge for the Group and recognition of deferred tax assets. There are also cross-border transactions which give rise to transfer pricing related risks that require judgement to determine the appropriate tax charge and any associated provisions, and for these reasons we considered it to be a key audit matter.
Refer to notes 7 and 33, and the Audit Committee's views set out on page 101.
Our audit work, which involved taxation audit specialists in specific locations where local tax knowledge was considered necessary, included the assessment of taxation assets and liabilities, with particular consideration given to the judgements taken by management in relation to accounting for tax incentives, corporate tax provisions and the recognition of deferred tax assets.
We assessed the Group's treatment of tax incentives and whether it was appropriate to classify arrangements as investment tax credits, by considering the related incentive criteria. We also considered the appropriateness of the Group's accounting policy for investment tax credits and tested the application of the policy to incentive arrangements available in the year.
We also involved transfer pricing specialists to consider the appropriateness of the Group's assessment of its exposure to transfer pricing related risks and related corporate tax provisions. Our assessment included reading relevant third-party evidence and correspondence with tax authorities.
In relation to deferred tax assets, we satisfied ourselves as to the appropriateness of management's judgements on the availability of future taxable profits in determining whether to recognise these assets.
We considered the appropriateness of the related disclosures in note 7 and note 33 to the financial statements.
Based on the procedures performed, we noted no material issues from our work.
The Group continues to invest in significant capital projects, with capital expenditure of €649 million incurred during the year ended 31 December 2017, including the Group's major capital projects in the Czech Republic, Poland, Russia and Slovakia. The significant level of capital expenditure requires consideration of the nature of the costs incurred to ensure that their capitalisation in property, plant and equipment meets the specific recognition criteria in the Group's accounting policy, in particular for assets constructed by the Group, and the useful economic lives assigned by management are appropriate. For these reasons we considered it to be a key audit matter.
Refer to notes 10 and 33, and the Audit Committee's views set out on page 100. Our audit work included testing the amounts capitalised to supporting evidence and evaluating whether assets capitalised satisfied the required recognition criteria. We also assessed the useful economic lives assigned with reference to the Group's historical experience, including assessing the level of fully depreciated assets held by the Group. We read the Group's Board and Executive Committee minutes to evaluate the completeness of management's consideration of any events that warranted changes to the useful economic lives.
As Group auditors, we visited the Mondi sites and component auditors where significant capital projects are ongoing, including units in the Czech Republic, Poland, Russia and Slovakia, to understand the nature of the projects and to discuss with our component teams the local audit testing to be performed by them related to the capitalisation of assets.
We considered the appropriateness of the related disclosures in note 10 and note 33 to the financial statements.
Based on the procedures performed, we noted no material issues from our work.
Overview
| Key audit matter | How our audit addressed the key audit matter | ||||
|---|---|---|---|---|---|
| Valuation of forestry assets | |||||
| The valuation of the Group's forestry assets, amounting to €325 million (2016: €316 million), is dependent upon various assumptions that are |
We evaluated the Company's valuation model for calculating the fair value of biological assets by assessing the model against the criteria in IAS 41 – Agriculture and IFRS 13 – Fair value measurement. |
||||
| subject to significant estimation and prevailing market prices and, therefore, we considered it to be a key audit matter. The change in fair value of €43 million (2016: €64 million) in the year is recorded in the income statement. |
In evaluating the valuation of the forestry assets, our procedures primarily consisted of substantive tests of details, where we assessed the appropriateness of the inputs and the assumptions used in the valuation model taking into account supporting evidence, and analytical procedures, where we compared the inputs and assumptions in the 31 December 2016 |
||||
| The most significant assumptions included in the valuation model relate to the determination of the |
valuation with the 31 December 2017 valuation. We also performed procedures over the mathematical accuracy of the valuation model. |
||||
| estimated net standing prices to be applied to the forestry assets, the conversion factor used to convert hectares of land under afforestation to tonnes of standing timber and the risk adjustment rate applied to immature timber. |
We compared the estimated net standing prices to third party evidence and the inputs used in the conversion factor to convert hectares of land under afforestation to tonnes of standing timber with supporting historical evidence as well as benchmarking the conversion factor against industry data. We also assessed the risk adjustment applied in the valuation model to immature |
||||
| Refer to notes 13 and 33, and the Audit Committee's views set out on page 101. |
timber by agreeing the factors taken into account in the risk adjustment to historical evidence, industry data and other corroborating evidence provided by management. |
||||
| We evaluated the directors' assessment of the sensitivity of the valuation to reasonably possible changes in assumptions. |
|||||
| We considered the appropriateness of the related disclosures in note 13 and note 33 to the financial statements. |
|||||
| Based on the procedures performed, we noted no material issues from our work. |
PricewaterhouseCoopers LLP have determined that there are no additional key audit matters to communicate in our report with regard to the audit of the Mondi plc parent company financial statements for the current period.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the Group financial statements as a whole, taking into account the structure of the Group and the parent companies, the accounting processes and controls, and the industry in which they operate.
In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed at components by us, as the Group engagement team, or component auditors operating under our instruction.
We identified one component as a significant component (as defined within ISAs (UK) and ISAs) which, in our view, required an audit of its complete financial information, due to its financial significance to the Group. Outside of this component, we obtained full scope audit reporting from a further 9 components, where we concluded that the component engagement leader is a Key Audit Partner (as defined under ISAs (UK)), and an additional 18 components. Together, these components were in 9 countries, representing the Group's principal businesses, and accounted for 66% of the Group's revenue.
Specified audit procedures on certain balances and transactions were performed at a further 26 components and central testing was performed on selected items, such as goodwill, primarily to ensure appropriate audit coverage. In aggregate, the locations subject to audit procedures represented 84% of the Group's revenue.
Where work was performed by component auditors, we determined the level of involvement we needed to have in the audit work at those components to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the Group financial statements as a whole.
We issued formal written instructions to all component auditors setting out the audit work to be performed by each of them and maintained regular communication with them throughout the audit cycle. These interactions included attending certain component clearance meetings, as well as reviewing and assessing any matters reported. The Group engagement team also reviewed selected audit working papers for certain in-scope component teams. We also issued audit transition instructions to all of our component auditors and held an audit transition workshop attended by selected component teams, largely focused on the planning for our audit transition as part of our first year audit.
In addition, senior members of the Group engagement team visited component teams in Slovakia, Poland, Russia, the Czech Republic, Germany, Austria and South Africa. These visits included meetings with local management and with the component auditors, and typically involved operating site tours.
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures, and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
| Group financial statements | Mondi plc parent company financial statements | |
|---|---|---|
| Overall materiality | €45 million. | €30 million. |
| How we determined it | Based on 5% of profit before tax adjusted for special items. |
1% of total assets. |
| Rationale for benchmark applied |
For overall Group materiality, we chose an adjusted profit before tax measure as the benchmark. The adjusted profit before tax measure removes the impact of significant items which do not recur from year to year or otherwise significantly affect the underlying trend of performance from continuing operations. This is the metric against which the performance of the Group is most commonly assessed by management and reported to members. We chose 5%, which is consistent with quantitative materiality thresholds used for profit-oriented companies in this sector. |
For overall Mondi plc parent company materiality, PricewaterhouseCoopers LLP determined the materiality based on total assets, which is more applicable than a performance-related measure as the company is an investment holding company for the Group. Using professional judgement, PricewaterhouseCoopers LLP determined materiality for this year at €30 million, which equates to approximately 1% of the current year's total assets. |
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall group materiality. The range of materiality allocated across components was between €1.5 million and €37 million.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €2 million as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
In accordance with ISAs (UK) PricewaterhouseCoopers LLP report as follows:
| Reporting obligation | Outcome |
|---|---|
| We are required to report if we have anything material to add or draw attention to in respect of the directors' statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements and the directors' identification of any material uncertainties to the Group's and Mondi plc parent company's ability to continue as a going concern over a period of at least twelve months from the date of approval of the financial statements. |
We have nothing material to add or to draw attention to. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group's and Mondi plc parent company's ability to continue as a going concern. |
| We are required to report if the directors' statement relating to Going Concern in accordance with Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit. |
We have nothing to report. |
Independent auditors' report of PricewaterhouseCoopers LLP to the members of Mondi plc and of PricewaterhouseCoopers Inc. to the shareholders of Mondi Limited
The other information comprises all of the information in the Integrated Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information 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. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic Report and the Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on the responsibilities described above and our work undertaken in the course of the audit, the UK Companies Act 2006, (CA06), ISAs (UK) and the Listing Rules of the Financial Conduct Authority (FCA) require us also to report certain opinions and matters as described below (required by ISAs (UK) unless otherwise stated).
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and the Directors' Report for the year ended 31 December 2017 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. (CA06)
In light of the knowledge and understanding of the Group and Mondi plc parent company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and the Directors' Report. (CA06)
We have nothing material to add or draw attention to regarding:
We have nothing to report having performed a review of the directors' statement that they have carried out a robust assessment of the principal risks facing the Group and the statement in relation to the longer-term viability of the Group. Our review was substantially less in scope than an audit and only consisted of making inquiries and considering the directors' process supporting their statements; checking that the statements are in alignment with the relevant provisions of the UK Corporate Governance Code (the "Code"); and considering whether the statements are consistent with the knowledge and understanding of the Group and Mondi plc parent company and their environment obtained in the course of the audit. (Listing Rules)
We have nothing to report in respect of our responsibility to report when:
In our opinion, the part of the Remuneration Report to be audited has been properly prepared in accordance with the UK Companies Act 2006. (CA06)
The directors are responsible for the other information. The other information comprises the contents of the Integrated Report listed on page 1 outside of the Group financial statements being the Overview, the Strategic report, the Governance section, the Directors' responsibility statement, the Mondi plc parent company financial statements, the extracted financial information of Mondi Limited parent company audited financial statements, the Group financial record, Production statistics, Exchange rates, Additional information for Mondi plc shareholders, Shareholder information, and the Glossary of terms and the contents of the Mondi Limited audited annual financial statements. Other information does not include the Group financial statements and our auditor's report thereon.
Our opinion on the Group financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.
In connection with our audit of the Group 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 Group financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Independent auditors' report of PricewaterhouseCoopers LLP to the members of Mondi plc and of PricewaterhouseCoopers Inc. to the shareholders of Mondi Limited
As explained more fully in the Directors' responsibility statement set out on page 139, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework, and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as the directors 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 directors are responsible for assessing the Group's and Mondi plc's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group and/or Mondi plc or to cease operations, or have no realistic alternative but to do so.
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 auditors' 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 ISAs and ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of PricewaterhouseCoopers LLP's responsibilities for the audit of the financial statements in accordance with ISAs (UK) is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
As part of an audit in accordance with ISAs, PricewaterhouseCoopers Inc. exercise professional judgement and maintain professional scepticism throughout the audit. We also:
We communicate with the directors 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 the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the Group 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.
The independent auditors' report of PricewaterhouseCoopers LLP, including the opinions issued by PricewaterhouseCoopers LLP, has been prepared for and only for the members of Mondi plc as a body in accordance with Chapter 3 of Part 16 of the UK Companies Act 2006 and for no other purpose. PricewaterhouseCoopers LLP does not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by PricewaterhouseCoopers LLP's prior consent in writing.
Under the UK Companies Act 2006 we are required to report to you if, in our opinion:
We have no exceptions to report arising from this responsibility.
Following the recommendation of the Audit Committee, we were appointed by the members on 11 May 2017 to audit the financial statements for the year ended 31 December 2017 and subsequent financial periods. This is, therefore, PricewaterhouseCoopers LLP's first year of uninterrupted engagement auditing Mondi plc.
In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that PricewaterhouseCoopers Inc. has been the auditor of Mondi Limited for one year.
Andrew Kemp (Senior Statutory Auditor) PricewaterhouseCoopers Inc. for and on behalf of PricewaterhouseCoopers LLP Director: JFM Kotzé Chartered Accountants and Statutory Auditors Registered Auditor London, United Kingdom Johannesburg, South Africa 1 March 2018 1 March 2018
| 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| € million | Notes | Underlying | Special items (note 3) |
Total | Underlying | Special items (note 3) |
Total |
| Group revenue | 2 | 7,096 | — | 7,096 | 6,662 | — | 6,662 |
| Materials, energy and consumables used | (3,456) | — | (3,456) | (3,249) | — | (3,249) | |
| Variable selling expenses | (525) | — | (525) | (499) | — | (499) | |
| Gross margin | 3,115 | — | 3,115 | 2,914 | — | 2,914 | |
| Maintenance and other indirect expenses | (319) | — | (319) | (301) | — | (301) | |
| Personnel costs | 5 | (1,053) | (9) | (1,062) | (996) | (13) | (1,009) |
| Other net operating expenses | (299) | (14) | (313) | (251) | (5) | (256) | |
| Depreciation, amortisation and impairments | (426) | (38) | (464) | (385) | (20) | (405) | |
| Operating profit | 2 | 1,018 | (61) | 957 | 981 | (38) | 943 |
| Net profit from equity accounted investees | 1 | — | 1 | 1 | — | 1 | |
| Total profit from operations and equity accounted investees |
1,019 | (61) | 958 | 982 | (38) | 944 | |
| Net finance costs | 6 | (71) | — | (71) | (101) | — | (101) |
| Profit before tax | 948 | (61) | 887 | 881 | (38) | 843 | |
| Tax (charge)/credit | 7a | (181) | 8 | (173) | (166) | 9 | (157) |
| Profit for the year | 767 | (53) | 714 | 715 | (29) | 686 | |
| Attributable to: | |||||||
| Non-controlling interests | 31 | 43 | 43 | 48 | 48 | ||
| Shareholders | 724 | 671 | 667 | 638 | |||
| Earnings per share (EPS) attributable to shareholders |
|||||||
| (euro cents) | |||||||
| Basic EPS | 8 | 138.6 | 131.8 | ||||
| Diluted EPS | 8 | 138.5 | 131.7 | ||||
| Basic underlying EPS | 8 | 149.5 | 137.8 | ||||
| Diluted underlying EPS | 8 | 149.4 | 137.7 | ||||
| Basic headline EPS | 8 | 146.0 | 135.9 | ||||
| Diluted headline EPS | 8 | 145.9 | 135.8 |
| 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| € million | Before tax amount |
Tax charge |
Net of tax amount |
Before tax amount |
Tax benefit |
Net of tax amount |
|
| Profit for the year | 714 | 686 | |||||
| Items that have been or may subsequently be reclassified to the combined and consolidated income statement |
Ov erv iew |
||||||
| Cash flow hedges: | — | — | — | — | — | — | |
| Fair value gains arising during the year | — | 1 | |||||
| Less: Adjustments for amounts transferred to hedged items |
— | (1) | |||||
| Gains on available-for-sale investments | — | — | — | 1 | — | 1 | |
| Exchange differences on translation of foreign operations | (73) | — | (73) | 150 | — | 150 | |
| Share of other comprehensive expense of equity accounted investees |
(2) | (2) | — | — | |||
| Items that will not subsequently be reclassified to the combined and consolidated income statement |
|||||||
| Remeasurements of retirement benefits plans: | 9 | (1) | 8 | (19) | 4 | (15) | Str |
| Return on plan assets | 8 | 15 | ate gic |
||||
| Actuarial losses arising from changes in demographic assumptions |
— | (1) | rep ort |
||||
| Actuarial gains/(losses) arising from changes in financial assumptions |
4 | (37) | |||||
| Actuarial (losses)/gains arising from experience adjustments |
(3) | 4 | |||||
| Other comprehensive (expense)/income for the year | (66) | (1) | (67) | 132 | 4 | 136 | |
| Other comprehensive (expense)/income attributable to: | |||||||
| Non-controlling interests | (2) | — | (2) | (4) | — | (4) | |
| Shareholders | (64) | (1) | (65) | 136 | 4 | 140 | Go ver |
| Total comprehensive income attributable to: | nan ce |
||||||
| Non-controlling interests | 41 | 44 | |||||
| Shareholders | 606 | 778 | |||||
| Total comprehensive income for the year | 647 | 822 |
| € million | Notes | 2017 | 2016 |
|---|---|---|---|
| Property, plant and equipment | 10 | 3,962 | 3,788 |
| Goodwill | 11 | 698 | 681 |
| Intangible assets | 12 | 111 | 120 |
| Forestry assets | 13 | 325 | 316 |
| Investment in equity accounted investees | 3 | 9 | |
| Financial instruments | 23 | 25 | |
| Deferred tax assets | 7b | 25 | 26 |
| Net retirement benefits asset | 22 | 7 | 1 |
| Total non-current assets | 5,154 | 4,966 | |
| Inventories | 14 | 867 | 850 |
| Trade and other receivables | 15 | 1,106 | 1,049 |
| Current tax assets | 29 | 32 | |
| Financial instruments | 14 | 8 | |
| Cash and cash equivalents | 25b | 38 | 404 |
| Assets held for sale | 24 | 1 | 1 |
| Total current assets | 2,055 | 2,344 | |
| Total assets | 7,209 | 7,310 | |
| Short-term borrowings | 19 | (267) | (651) |
| Trade and other payables | 16 | (1,074) | (1,100) |
| Current tax liabilities | (126) | (95) | |
| Provisions | 17 | (50) | (49) |
| Financial instruments | (8) | (23) | |
| Total current liabilities | (1,525) | (1,918) | |
| Medium and long-term borrowings | 19 | (1,098) | (1,119) |
| Net retirement benefits liability | 22 | (232) | (240) |
| Deferred tax liabilities | 7b | (255) | (267) |
| Provisions | 17 | (41) | (44) |
| Other non-current liabilities | (19) | (26) | |
| Total non-current liabilities | (1,645) | (1,696) | |
| Total liabilities | (3,170) | (3,614) | |
| Net assets | 4,039 | 3,696 | |
| Equity | |||
| Combined share capital and stated capital | 20 | 542 | 542 |
| Retained earnings and other reserves | 3,172 | 2,850 | |
| Total attributable to shareholders | 3,714 | 3,392 | |
| Non-controlling interests in equity | 325 | 304 | |
| Total equity | 4,039 | 3,696 |
The Group's combined and consolidated financial statements, and related notes 1 to 33, were approved by the Boards and authorised for issue on 1 March 2018 and were signed on their behalf by:
Peter Oswald Andrew King Director Director Mondi Limited company registration number: 1967/013038/06 Mondi plc company registered number: 6209386
| € million | Combined share capital and stated capital |
Treasury shares |
Retained earnings |
Other reserves |
Equity attributable to shareholders |
Non controlling interests |
Total equity |
|---|---|---|---|---|---|---|---|
| At 1 January 2016 | 542 | (29) | 2,868 | (476) | 2,905 | 282 | 3,187 |
| Total comprehensive income for the year | — | — | 638 | 140 | 778 | 44 | 822 |
| Dividends | — | — | (274) | — | (274) | (32) | (306) |
| Purchases of treasury shares | — | (20) | — | — | (20) | — | (20) |
| Distribution of treasury shares | — | 25 | (25) | — | — | — | — |
| Mondi share schemes' charge | — | — | — | 13 | 13 | — | 13 |
| Issue of shares under employee share schemes |
— | — | 10 | (11) | (1) | — | (1) |
| Acquisition of business | — | — | — | — | — | 3 | 3 |
| Put option held by non-controlling interests |
— | — | — | (9) | (9) | — | (9) |
| Other movements in non-controlling interests |
— | — | — | — | — | 7 | 7 |
| At 31 December 2016 | 542 | (24) | 3,217 | (343) | 3,392 | 304 | 3,696 |
| Total comprehensive income/(expense) for the year |
— | — | 671 | (65) | 606 | 41 | 647 |
| Dividends | — | — | (273) | — | (273) | (22) | (295) |
| Purchases of treasury shares | — | (24) | — | — | (24) | — | (24) |
| Distribution of treasury shares | — | 21 | (21) | — | — | — | — |
| Mondi share schemes' charge | — | — | — | 15 | 15 | — | 15 |
| Issue of shares under employee share schemes |
— | — | 14 | (14) | — | — | — |
| Put option held by non-controlling interests |
— | — | (5) | 5 | — | — | — |
| Other movements in non-controlling interests |
— | — | (2) | — | (2) | 2 | — |
| At 31 December 2017 | 542 | (27) | 3,601 | (402) | 3,714 | 325 | 4,039 |
| € million | 2017 | 2016 |
|---|---|---|
| Cumulative translation adjustment reserve | (606) | (536) |
| Post-retirement benefits reserve | (71) | (75) |
| Share-based payment reserve | 23 | 22 |
| Cash flow hedge reserve | (1) | (2) |
| Merger reserve | 259 | 259 |
| Put option liability reserve | (4) | (9) |
| Other sundry reserves | (2) | (2) |
| Total other reserves | (402) | (343) |
Governance
Strategic report
Overview
| € million | Notes | 2017 | 2016 |
|---|---|---|---|
| Cash flows from operating activities | |||
| Cash generated from operations | 25a | 1,325 | 1,401 |
| Dividends received from equity accounted investees | — | 1 | |
| Dividends received from other investments | 1 | — | |
| Income tax paid | (151) | (173) | |
| Net cash generated from operating activities | 1,175 | 1,229 | |
| Cash flows from investing activities | |||
| Investment in property, plant and equipment | (611) | (465) | |
| Investment in intangible assets | 12 | (16) | (13) |
| Investment in forestry assets | (49) | (45) | |
| Proceeds from the disposal of property, plant and equipment and forestry assets | 14 | 14 | |
| Proceeds from the disposal of financial asset investments | 1 | 1 | |
| Acquisition of subsidiaries, net of cash and cash equivalents | 23 | (37) | (162) |
| Loan repayments from external parties | 1 | — | |
| Interest received | 3 | 5 | |
| Net cash used in investing activities | (694) | (665) | |
| Cash flows from financing activities | |||
| Proceeds from medium and long-term borrowings | 25 | 1 | |
| Repayment of medium and long-term borrowings | (11) | (166) | |
| (Repayment of)/proceeds from Eurobonds | 25c | (500) | 500 |
| Net proceeds from/(repayment of) short-term borrowings | 25c | 20 | (152) |
| Interest paid | (83) | (82) | |
| Dividends paid to shareholders | 9 | (273) | (274) |
| Dividends paid to non-controlling interests | (22) | (33) | |
| Purchases of treasury shares | (24) | (20) | |
| Net cash (outflow)/inflow from held-for-trading derivatives | (47) | 4 | |
| Other financing activities | (5) | 3 | |
| Net cash used in financing activities | (920) | (219) | |
| Net (decrease)/increase in cash and cash equivalents | (439) | 345 | |
| Cash and cash equivalents at beginning of year | 377 | 36 | |
| Cash movement in the year | 25c | (439) | 345 |
| Effects of changes in foreign exchange rates | 25c | (4) | (4) |
| Cash and cash equivalents at end of year | 25b | (66) | 377 |
The Group has two separate legal parent entities, Mondi Limited and Mondi plc, which operate under a dual listed company (DLC) structure. The substance of the DLC structure is such that Mondi Limited and its subsidiaries, and Mondi plc and its subsidiaries, operate together as a single economic entity through a sharing agreement, with neither parent entity assuming a dominant role. Accordingly, Mondi Limited and Mondi plc are reported on a combined and consolidated basis as a single reporting entity.
The Group's combined and consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB); the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides as issued by the Accounting Practices Committee; Financial Pronouncements as issued by the Financial Reporting Standards Council and the requirements of the Companies Act of South Africa 2008. The principal accounting policies adopted are set out in note 33.
There are no differences for the Group in applying IFRS as issued by the IASB and IFRS as adopted by the European Union (EU) and, therefore, the Group also complies with Article 4 of the EU IAS Regulation.
The combined and consolidated financial statements have been prepared on a going concern basis as discussed in the Strategic report within Our principal risks under the heading 'Going concern' on page 41.
The preparation of the Group's combined and consolidated financial statements includes the use of estimates and assumptions. Although the estimates used are based on management's best information about current circumstances and future events and actions, actual results may differ from those estimates.
The most significant estimates and judgements are:
Special items are those items of financial performance that the Group considers should be separately disclosed to improve the understanding of the underlying financial performance achieved by the Group as special items affect year-on-year comparability. Such items are generally material by nature and the quantitative threshold for recognition of special items is €10 million.
Subsequent adjustments to items previously recognised as special items continue to be reflected as special items in future periods even if they do not exceed the quantitative reporting threshold.
Effective from 1 October 2017, the Group reorganised its business units to reflect the nature of the underlying products produced. The changes to the Group's business units, and consequently to the Group's segmental reporting, are as follows:
e Uncoated Fine Paper and South Africa, excluding the containerboard operations, were merged into a single business unit;
e the containerboard operations of South Africa were merged into Packaging Paper; and
e there were no changes to the Fibre Packaging or Consumer Packaging business units.
Prior year figures have been restated to reflect the new organisational structure. The reorganisation had no impact on the overall Group result.
The material product types from which the Group's externally reportable segments derive both their internal and external revenues are as follows:
| Operating segments | Product types | |||
|---|---|---|---|---|
| Packaging Paper | Packaging paper | |||
| Pulp | ||||
| Fibre Packaging | Corrugated packaging | |||
| Industrial bags | ||||
| Extrusion coatings | ||||
| Consumer Packaging | Consumer goods packaging | |||
| Personal care components | ||||
| Technical films | ||||
| Release liners | ||||
| Uncoated Fine Paper | Uncoated fine paper | |||
| Pulp | ||||
| Newsprint |
| € million, unless otherwise stated | Packaging Paper |
Fibre Packaging |
Consumer Packaging |
Uncoated Fine Paper |
Corporate | Intersegment elimination |
Total |
|---|---|---|---|---|---|---|---|
| Segment revenue | 2,292 | 2,055 | 1,646 | 1,832 | — | (729) | 7,096 |
| Internal revenue | (642) | (34) | (5) | (48) | — | 729 | — |
| External revenue | 1,650 | 2,021 | 1,641 | 1,784 | — | — | 7,096 |
| Underlying EBITDA | 629 | 189 | 215 | 449 | (38) | — | 1,444 |
| Depreciation and impairments | (143) | (72) | (62) | (116) | — | — | (393) |
| Amortisation | (4) | (6) | (21) | (2) | — | — | (33) |
| Underlying operating profit/(loss) | 482 | 111 | 132 | 331 | (38) | — | 1,018 |
| Special items | 3 | — | (49) | (15) | — | — | (61) |
| Operating segment assets | 2,469 | 1,363 | 1,539 | 1,757 | 15 | (187) | 6,956 |
| Operating segment net assets | 2,101 | 1,063 | 1,313 | 1,446 | 6 | — | 5,929 |
| Additions to non-current non-financial | |||||||
| assets | 316 | 122 | 143 | 180 | — | — | 761 |
| Capital expenditure cash payments | 283 | 115 | 91 | 122 | — | — | 611 |
| Underlying operating profit margin (%) | 21.0 | 5.4 | 8.0 | 18.1 | — | — | 14.3 |
| Return on capital employed (%) | 26.3 | 11.3 | 10.4 | 27.8 | — | — | 19.7 |
| Average number of employees (thousands)1 |
5.3 | 8.1 | 6.0 | 6.8 | 0.1 | — | 26.3 |
Note:
1 Presented on a full time employee equivalent basis
| € million, unless otherwise stated | Packaging Paper |
Fibre Packaging |
Consumer Packaging |
Uncoated Fine Paper |
Corporate | Intersegment elimination |
Total |
|---|---|---|---|---|---|---|---|
| Segment revenue | 2,103 | 1,929 | 1,562 | 1,720 | — | (652) | 6,662 |
| Internal revenue | (579) | (32) | (4) | (37) | — | 652 | — |
| External revenue | 1,524 | 1,897 | 1,558 | 1,683 | — | — | 6,662 |
| Underlying EBITDA | 527 | 194 | 198 | 481 | (34) | — | 1,366 |
| Depreciation and impairments | (126) | (66) | (59) | (104) | (1) | — | (356) |
| Amortisation | (4) | (5) | (18) | (2) | — | — | (29) |
| Underlying operating profit/(loss) | 397 | 123 | 121 | 375 | (35) | — | 981 |
| Special items | — | (13) | (19) | (6) | — | — | (38) |
| Operating segment assets | 2,215 | 1,315 | 1,502 | 1,781 | 4 | (161) | 6,656 |
| Operating segment net assets | 1,876 | 1,006 | 1,270 | 1,466 | — | — | 5,618 |
| Additions to non-current non-financial assets |
168 | 161 | 217 | 134 | — | — | 680 |
| Capital expenditure cash payments | 175 | 107 | 91 | 92 | — | — | 465 |
| Underlying operating profit margin (%) | 18.9 | 6.4 | 7.7 | 21.8 | — | — | 14.7 |
| Return on capital employed (%) | 23.1 | 13.5 | 10.5 | 32.3 | — | — | 20.3 |
| Average number of employees (thousands)1 |
5.3 | 7.7 | 5.3 | 7.0 | 0.1 | — | 25.4 |
Note:
1 Presented on a full time employee equivalent basis
| € million | 2017 | 2016 |
|---|---|---|
| Underlying EBITDA | 1,444 | 1,366 |
| Depreciation and impairments | (393) | (356) |
| Amortisation | (33) | (29) |
| Underlying operating profit | 1,018 | 981 |
| Special items (see note 3) | (61) | (38) |
| Net profit from equity accounted investees | 1 | 1 |
| Net finance costs | (71) | (101) |
| Profit before tax | 887 | 843 |
| 2017 | 2016 | |||
|---|---|---|---|---|
| € million | Segment assets |
Segment net assets |
Segment assets |
Segment net assets |
| Group total | 6,956 | 5,929 | 6,656 | 5,618 |
| Unallocated | ||||
| Investment in equity accounted investees | 3 | 3 | 9 | 9 |
| Deferred tax assets/(liabilities) | 25 | (230) | 26 | (241) |
| Other non-operating assets/(liabilities) | 178 | (337) | 209 | (307) |
| Group capital employed | 7,162 | 5,365 | 6,900 | 5,079 |
| Financial instruments/(net debt) | 47 | (1,326) | 410 | (1,383) |
| Total assets/equity | 7,209 | 4,039 | 7,310 | 3,696 |
| External revenue by location of production |
External revenue by location of customer |
|||
|---|---|---|---|---|
| € million | 2017 | 2016 | 2017 | 2016 |
| Revenue | ||||
| Africa | ||||
| South Africa | 617 | 594 | 426 | 407 |
| Rest of Africa | 19 | 13 | 206 | 200 |
| Africa total | 636 | 607 | 632 | 607 |
| Western Europe | ||||
| Austria | 1,043 | 1,018 | 146 | 143 |
| Germany | 891 | 897 | 952 | 929 |
| United Kingdom | 75 | 33 | 241 | 224 |
| Rest of western Europe | 532 | 529 | 1,340 | 1,278 |
| Western Europe total | 2,541 | 2,477 | 2,679 | 2,574 |
| Emerging Europe | ||||
| Poland | 992 | 900 | 592 | 546 |
| Rest of emerging Europe | 1,348 | 1,246 | 954 | 883 |
| Emerging Europe total | 2,340 | 2,146 | 1,546 | 1,429 |
| Russia | 907 | 760 | 720 | 602 |
| North America | 583 | 588 | 747 | 729 |
| South America | — | — | 71 | 70 |
| Asia and Australia | 89 | 84 | 701 | 651 |
| Group total | 7,096 | 6,662 | 7,096 | 6,662 |
There were no external customers which account for more than 10% of the Group's total external revenue.
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| € million | Non-current non-financial assets |
Segment assets |
Segment net assets |
Non-current non-financial assets |
Segment assets |
Segment net assets |
| Africa | ||||||
| South Africa | 700 | 858 | 749 | 705 | 841 | 717 |
| Rest of Africa | 19 | 44 | 42 | 18 | 36 | 34 |
| Africa total | 719 | 902 | 791 | 723 | 877 | 751 |
| Western Europe | ||||||
| Austria | 501 | 850 | 630 | 456 | 791 | 554 |
| United Kingdom | 56 | 89 | 73 | 38 | 52 | 41 |
| Rest of western Europe | 858 | 1,261 | 1,075 | 911 | 1,285 | 1,093 |
| Western Europe total | 1,415 | 2,200 | 1,778 | 1,405 | 2,128 | 1,688 |
| Emerging Europe | ||||||
| Poland | 860 | 1,065 | 954 | 803 | 979 | 881 |
| Slovakia | 402 | 446 | 369 | 417 | 460 | 394 |
| Rest of emerging Europe | 870 | 1,144 | 978 | 668 | 916 | 753 |
| Emerging Europe total | 2,132 | 2,655 | 2,301 | 1,888 | 2,355 | 2,028 |
| Russia | 583 | 730 | 644 | 599 | 756 | 679 |
| North America | 159 | 324 | 281 | 198 | 383 | 327 |
| Asia and Australia | 88 | 145 | 134 | 92 | 157 | 145 |
| Group total | 5,096 | 6,956 | 5,929 | 4,905 | 6,656 | 5,618 |
| . . . . ÷ - . . × ۹ _ . . ۰, |
|
|---|---|
| --------------------------------------------------------- | -- |
Overview
Strategic report
| Average number of employees1 | ||||
|---|---|---|---|---|
| thousands | 2017 | 2016 | ||
| By principal locations of employment | ||||
| Africa | 1.9 | 1.9 | ||
| Western Europe | 7.3 | 7.2 | ||
| Emerging Europe | 8.7 | 7.9 | ||
| Russia | 5.6 | 5.6 | ||
| North America | 2.2 | 2.2 | ||
| Asia and Australia | 0.6 | 0.6 | ||
| Group total | 26.3 | 25.4 |
Note:
1 Presented on a full time employee equivalent basis
| € million | 2017 | 2016 |
|---|---|---|
| Operating special items | ||
| Impairment of assets | (52) | (22) |
| Reversal of impairment of assets | 14 | 2 |
| Restructuring and closure costs: | ||
| Personnel costs | (9) | (13) |
| Other restructuring and closure costs | (14) | (5) |
| Total operating special items | (61) | (38) |
| Total special items before tax and non-controlling interests | (61) | (38) |
| Tax credit (see note 7) | 8 | 9 |
| Total special items attributable to shareholders | (53) | (29) |
Restructuring and closure costs and related impairments during the year comprise:
e Packaging Paper
e Consumer Packaging
e Uncoated Fine Paper
– Closure of production of newsprint at Merebank mill in South Africa. Restructuring costs of €7 million and impairment of assets of €8 million were recognised.
Governance
| 4 Auditors' remuneration | ||
|---|---|---|
| € million | 2017 | 2016 |
| Fees payable to the auditors for the audit of Mondi Limited's and Mondi plc's annual financial | ||
| statements | 0.4 | 0.5 |
| United Kingdom | 0.3 | 0.4 |
| South Africa | 0.1 | 0.1 |
| Fees payable to the auditors and their associates for the audit of Mondi Limited's and Mondi plc's subsidiaries |
3.2 | 3.1 |
| Total audit fees | 3.6 | 3.6 |
| Audit-related assurance services | 0.3 | 0.2 |
| Tax compliance services | — | 0.1 |
| Other services | — | 0.2 |
| Total non-audit fees | 0.3 | 0.5 |
| Total fees | 3.9 | 4.1 |
| 5 Personnel costs € million, unless otherwise stated |
2017 | 2016 |
| Within operating costs | ||
| Wages and salaries | 848 | 802 |
| Social security costs | 170 | 162 |
| Defined contribution retirement plan contributions (see note 22) | 14 | 14 |
| Defined benefit retirement plan service costs (see note 22) | 6 | 5 |
| Share-based payments (see note 21) | 15 | 13 |
| Total within operating costs | 1,053 | 996 |
| Within special items | ||
| Personnel costs relating to restructuring (see note 3) Within net finance costs |
9 | 13 |
| Retirement benefit medical plan net interest costs | 5 | 5 |
| Retirement benefit pension plan net interest costs | 4 | 5 |
| Total within net finance costs (see note 6) | 9 | 10 |
| Group total | 1,071 | 1,019 |
| Average number of employees (thousands)1 | 26.3 | 25.4 |
Note:
1 Presented on a full time employee equivalent basis
Net finance costs are presented below:
| € million | 2017 | 2016 |
|---|---|---|
| Investment income | ||
| Investment income | 4 | 5 |
| Net foreign currency losses | ||
| Net foreign currency losses | (2) | (4) |
| Finance costs | ||
| Interest expense | ||
| Interest on bank overdrafts and loans | (65) | (97) |
| Net interest expense on net retirement benefits liability (see note 22) | (9) | (10) |
| Total interest expense | (74) | (107) |
| Less: Interest capitalised (see note 10) | 1 | 5 |
| Total finance costs | (73) | (102) |
| Net finance costs | (71) | (101) |
The weighted average interest rate applicable to capitalised interest on general borrowings for the year ended 31 December 2017 was 4.05% (2016: 7.15%) and was related to investments in Poland, the Czech Republic and South Africa (2016: Poland, Russia, the Czech Republic and South Africa).
The Group's effective rate of tax before special items for the year ended 31 December 2017, calculated on profit before tax before special items and including net profit from equity accounted investees, was 19% (2016: 19%).
| € million | 2017 | 2016 |
|---|---|---|
| UK corporation tax at 19.25% (2016: 20%) | 1 | 1 |
| SA corporation tax at 28% (2016: 28%) | 28 | 22 |
| Overseas tax | 153 | 134 |
| Current tax in respect of prior years | 5 | 5 |
| Current tax | 187 | 162 |
| Deferred tax in respect of the current year | 16 | 28 |
| Deferred tax in respect of prior years | (23) | (22) |
| Deferred tax attributable to a change in the rate of domestic income tax | 1 | (2) |
| Total tax charge before special items | 181 | 166 |
| Current tax on special items | (2) | (1) |
| Deferred tax on special items | (6) | (8) |
| Total tax credit on special items (see note 3) | (8) | (9) |
| Total tax charge | 173 | 157 |
The Group's total tax charge for the year can be reconciled to the tax on the Group's profit before tax at the weighted average UK and SA corporation tax rate of 20.10%1 (2016: 21.20%), as follows:
| € million | 2017 | 2016 |
|---|---|---|
| Profit before tax | 887 | 843 |
| Tax on profit before tax calculated at the weighted average UK and SA corporation tax rate of 20.10% (2016: 21.20%) |
178 | 179 |
| Tax effects of: | ||
| Expenses not deductible for tax purposes | 9 | 8 |
| Special items not tax deductible | 2 | — |
| Other non-deductible expenses | 7 | 8 |
| Non-taxable income | (1) | — |
| Temporary difference adjustments | (6) | (12) |
| Current year tax losses and other temporary differences not recognised | 13 | 9 |
| Prior year tax losses and other temporary differences not previously recognised | (20) | (19) |
| Attributable to a change in the rate of domestic income tax | 1 | (2) |
| Other adjustments | (7) | (18) |
| Current tax prior year adjustments | 5 | 5 |
| Tax incentives2 | (29) | (37) |
| Effect of differences between local rates and UK and SA rates | 13 | 2 |
| Other adjustments | 4 | 12 |
| Tax charge for the year | 173 | 157 |
Notes:
1 The weighted average tax rate has been determined by weighting the profit before tax after special items of Mondi Limited and its subsidiaries and Mondi plc and its subsidiaries
2 The tax incentives principally relate to capital investments in Poland and Russia
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| € million | 2017 | 2016 | 2017 | 2016 |
| At 1 January | 26 | 23 | (267) | (241) |
| (Charged)/credited to combined and consolidated income statement | (1) | (4) | 13 | 8 |
| (Charged)/credited to combined and consolidated statement of comprehensive income |
(1) | 2 | — | 2 |
| Acquired through business combinations (see note 23) | — | — | (3) | (7) |
| Reclassification | 2 | 4 | (4) | (4) |
| Currency movements | (1) | 1 | 6 | (25) |
| At 31 December | 25 | 26 | (255) | (267) |
The amount of deferred tax credited/(charged) to the combined and consolidated income statement comprises:
| € million | 2017 | 2016 |
|---|---|---|
| Capital allowances in excess of depreciation | 2 | 4 |
| Fair value adjustments | — | (14) |
| Tax losses (derecognised)/recognised | (7) | 3 |
| Other temporary differences | 17 | 11 |
| Total credit | 12 | 4 |
| Deferred tax assets | Deferred tax liabilities | ||||
|---|---|---|---|---|---|
| € million | 2017 | 2016 | 2017 | 2016 | |
| Capital allowances in excess of depreciation | (16) | (29) | (251) | (242) | |
| Fair value adjustments | — | 1 | (89) | (91) | |
| Tax losses1 | 8 | 16 | 18 | 17 | |
| Other temporary differences1 | 33 | 38 | 67 | 49 | |
| Total | 25 | 26 | (255) | (267) |
Note:
1 Based on forecast data, the Group considers it probable that there will be sufficient future taxable profits available in the relevant jurisdictions to utilise these tax losses and other temporary differences
The current expectation regarding the maturity of deferred tax balances is:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| € million | 2017 | 2016 | 2017 | 2016 |
| Recoverable/(payable) within 12 months | 18 | 13 | (1) | (3) |
| Recoverable/(payable) after 12 months | 7 | 13 | (254) | (264) |
| Total | 25 | 26 | (255) | (267) |
The Group has the following amounts in respect of which no deferred tax asset has been recognised due to the low probability of future profit streams or gains against which these could be utilised:
| € million | 2017 | 2016 |
|---|---|---|
| Tax losses – revenue | 1,389 | 1,478 |
| Tax losses – capital | 16 | 16 |
| Other temporary differences | 63 | 62 |
| Total | 1,468 | 1,556 |
There were no significant changes in the expected future profit streams or gains.
Included in unrecognised tax losses are losses that will expire as follows:
| € million | 2017 | 2016 |
|---|---|---|
| Expiry date | ||
| Within one year | 8 | 9 |
| One to five years | 30 | 78 |
| After five years | 89 | 123 |
| No expiry date | 1,278 | 1,284 |
| Total | 1,405 | 1,494 |
No deferred tax liability is recognised on gross temporary differences of €856 million (2016: €715 million) relating to the unremitted earnings of overseas subsidiaries as the Group is able to control the timing of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future. UK tax legislation largely exempts, from UK tax, overseas dividends received on or after 1 July 2009. As a result, the gross temporary differences at 31 December 2017 represent only the unremitted earnings of those overseas subsidiaries where remittance to the UK of those earnings would still result in a tax liability, principally as a result of dividend withholding taxes levied by the overseas tax jurisdictions in which these subsidiaries operate and non-UK corporate taxes on dividends.
The calculation of basic and diluted EPS, basic and diluted underlying EPS and basic and diluted headline EPS is based on the following data:
| Earnings | ||
|---|---|---|
| € million | 2017 | 2016 |
| Profit for the year attributable to shareholders | 671 | 638 |
| Special items (see note 3) | 61 | 38 |
| Related tax (see note 3) | (8) | (9) |
| Underlying earnings for the year | 724 | 667 |
| Special items not excluded from headline earnings | (23) | (18) |
| Loss on disposal of property, plant and equipment | 1 | — |
| Impairments not included in special items (see note 10) | 4 | 5 |
| Related tax | 1 | 4 |
| Headline earnings for the year | 707 | 658 |
| Weighted average number of shares |
||||
|---|---|---|---|---|
| million | 2017 | 2016 | ||
| Basic number of ordinary shares outstanding | 484.3 | 484.2 | ||
| Effect of dilutive potential ordinary shares | 0.3 | 0.3 | ||
| Diluted number of ordinary shares outstanding | 484.6 | 484.5 |
Dividends paid to the shareholders of Mondi Limited and Mondi plc are presented on a combined basis.
| euro cents per share | 2017 | 2016 |
|---|---|---|
| Final ordinary dividend paid (in respect of prior year) | 38.19 | 37.62 |
| Interim ordinary dividend paid | 19.10 | 18.81 |
| Final ordinary dividend proposed for the year ended 31 December | 42.90 | 38.19 |
| Special dividend proposed for the year ended 31 December | 100.00 | — |
| Total final ordinary and special dividends proposed for the year ended 31 December | 142.90 | 38.19 |
| € million | 2017 | 2016 |
| Final ordinary dividend paid (in respect of prior year) | 180 | 183 |
| Interim ordinary dividend paid | 93 | 91 |
| Total ordinary dividends paid | 273 | 274 |
| Final ordinary dividend proposed for the year ended 31 December | 208 | 185 |
| Special dividend proposed for the year ended 31 December | 485 | — |
| Total final ordinary and special dividends proposed for the year ended 31 December | 693 | 185 |
| Declared by Group companies to non-controlling interests | 22 | 32 |
The final ordinary and special dividends proposed are subject to approval by shareholders at the Annual General Meetings of Mondi Limited and Mondi plc scheduled for 16 May 2018.
| Land and | Plant and | Assets under | |||
|---|---|---|---|---|---|
| € million | buildings1 | equipment | construction | Other | Total |
| Net carrying value | |||||
| At 1 January 2016 | 981 | 2,316 | 186 | 71 | 3,554 |
| Acquired through business combinations | 23 | 30 | — | 2 | 55 |
| Additions | 24 | 96 | 306 | 20 | 446 |
| Disposal of assets | (4) | (6) | (1) | (1) | (12) |
| Depreciation charge for the year | (48) | (278) | — | (25) | (351) |
| Impairment losses recognised2 | (6) | (19) | (1) | (1) | (27) |
| Impairment losses reversed3 | — | 2 | — | — | 2 |
| Transfer from assets under construction | 42 | 197 | (256) | 16 | (1) |
| Reclassification | (1) | (2) | 1 | (1) | (3) |
| Currency movements | 21 | 91 | 10 | 3 | 125 |
| At 31 December 2016 | 1,032 | 2,427 | 245 | 84 | 3,788 |
| Cost | 1,745 | 6,520 | 252 | 316 | 8,833 |
| Accumulated depreciation and impairments | (713) | (4,093) | (7) | (232) | (5,045) |
| Acquired through business combinations (see note 23) | 1 | 3 | 3 | 2 | 9 |
| Additions | 53 | 157 | 402 | 37 | 649 |
| Disposal of assets | (2) | (9) | (2) | (1) | (14) |
| Depreciation charge for the year | (54) | (301) | — | (34) | (389) |
| Impairment losses recognised2 | (13) | (35) | (1) | (1) | (50) |
| Impairment losses reversed3 | 1 | 13 | — | — | 14 |
| Transfer from assets under construction | 59 | 200 | (279) | 17 | (3) |
| Reclassification4 | (2) | (25) | 10 | 2 | (15) |
| Currency movements | (6) | (17) | (1) | (3) | (27) |
| At 31 December 2017 | 1,069 | 2,413 | 377 | 103 | 3,962 |
| Cost | 1,824 | 6,674 | 385 | 352 | 9,235 |
| Accumulated depreciation and impairments | (755) | (4,261) | (8) | (249) | (5,273) |
Notes:
1 The land carrying value included in 'Land and buildings' is €159 million (2016: €156 million)
2 Impairment losses include €46 million (2016: €22 million) classified as operating special items and €4 million (2016: €5 million) of other impairments
3 Impairment losses reversed are classified as operating special items
4 Reclassification includes reclassification of spare parts that will now be retained within inventory
Included in the cost above is €1 million (2016: €5 million) of interest incurred on qualifying assets which has been capitalised during the year. These amounts are deductible for tax purposes either when incurred or included in the amount permitted to be deducted for capital expenditure, depending on the jurisdiction in which they are capitalised.
The recoverable amount of property, plant and equipment is determined based on the use of the asset within the current business plans. Any change in future intentions could result in an impairment of varying magnitude, depending on the assets affected.
| € million | 2017 | 2016 |
|---|---|---|
| Net carrying value | ||
| At 1 January | 681 | 590 |
| Arising through business combinations (see note 23) | 24 | 81 |
| Arising from purchase price adjustment (see note 23) | 2 | 13 |
| Currency movements | (9) | (3) |
| At 31 December | 698 | 681 |
Goodwill arising through business combinations is allocated to the group of cash-generating units (CGUs) that are expected to benefit from the synergies of the combination and represents the lowest level at which goodwill is monitored for internal management purposes. The recoverable amounts of these groups of CGUs are the higher of fair value less costs of disposal and value-in-use and are as follows:
| € million, unless otherwise stated | Weighted average pre-tax discount rate |
Growth rate | 2017 | 2016 |
|---|---|---|---|---|
| Consumer Packaging | 9.3% | 2% | 428 | 412 |
| Kraft Paper | 9.3% | 0% | 83 | 83 |
| Containerboard | 11.0% | 0% | 63 | 59 |
| Industrial Bags | 10.0% | 0% | 47 | 49 |
| Corrugated Packaging | 10.3% | 0% | 38 | 39 |
| Uncoated Fine Paper | 11.6% | 0% | 32 | 32 |
| Extrusion Coatings | 9.0% | 0% | 7 | 7 |
| Total goodwill | 698 | 681 |
The key assumptions in the value-in-use calculations are:
The pre-tax discount rate is derived from the Group's weighted average cost of capital. In determining the discount rate applicable to each group of CGUs, adjustments are made to reflect the impacts of country risk and tax.
Expected future cash flows are inherently uncertain and could change materially over time. They are affected by a number of factors, including market and production estimates, together with economic factors such as prices, discount rates, currency exchange rates, estimates of production costs, and future capital expenditure.
Sensitivity analyses of reasonably possible changes in the underlying assumptions for each group of CGUs included:
None of these downside sensitivity analyses in isolation indicated the need for an impairment.
| € million | 2017 | 2016 |
|---|---|---|
| Net carrying value | ||
| At 1 January | 120 | 105 |
| Acquired through business combinations (see note 23) | 12 | 27 |
| Additions | 16 | 13 |
| Impairment charge for the year | (3) | — |
| Amortisation charge for the year | (33) | (29) |
| Reclassification | 3 | 3 |
| Currency movements | (4) | 1 |
| At 31 December | 111 | 120 |
| Cost | 311 | 294 |
| Accumulated amortisation and impairments | (200) | (174) |
The carrying value of intangible assets comprises:
| € million | 2017 | 2016 |
|---|---|---|
| Internally generated | ||
| Software development costs | 41 | 38 |
| Acquired through business combinations | ||
| Customer relationships | 45 | 52 |
| Patents and trademarks | 19 | 25 |
| Other | 6 | 5 |
| Total intangible assets | 111 | 120 |
Research and development expenditure incurred by the Group and charged to the combined and consolidated income statement during the year amounted to €23 million (2016: €19 million).
| € million | 2017 | 2016 |
|---|---|---|
| At 1 January | 316 | 219 |
| Capitalised expenditure | 46 | 39 |
| Acquisition of assets | 3 | 6 |
| Fair value gains | 43 | 64 |
| Impairment losses recognised | (3) | — |
| Disposal of assets | — | (1) |
| Felling costs | (73) | (57) |
| Currency movements | (7) | 46 |
| At 31 December | 325 | 316 |
| Comprising | ||
| Mature | 190 | 193 |
| Immature | 135 | 123 |
| Total forestry assets | 325 | 316 |
In total, the Group has 245,163 hectares (2016: 251,435 hectares) of owned and leased land available for forestry activities, all of which is in South Africa. 79,159 hectares (2016: 81,017 hectares) are set aside for conservation activities and infrastructure needs. In 2016, 11,784 hectares were managed but not controlled by the Group, none in 2017. 1,664 hectares (2016: 3,097 hectares) relate to non-core activities. The balance of 164,340 hectares (2016: 155,537 hectares) are under afforestation which forms the basis of the valuation set out above.
Mature forestry assets are those plantations that are harvestable, while immature forestry assets have not yet reached that stage of growth. Timber is harvested according to a rotation plan, once trees reach maturity. This period ranges from 6.5 to 14.5 years, depending on species, climate and location.
Overview
Strategic report
The fair value of forestry assets is a level 3 measure in terms of the fair value measurement hierarchy, consistent with prior years.
The following assumptions have a significant impact on the valuation of the Group's forestry assets:
The valuation of the Group's forestry assets is determined in rand and converted to euro at the closing exchange rate on 31 December of each year.
The reported value of owned forestry assets would change as follows should there be a change in these underlying assumptions on the basis that all other factors remain unchanged:
| € million | 2017 |
|---|---|
| Effect of €1/tonne increase in net selling price | 11 |
| Effect of 1% increase in conversion factor (hectares to tonnes) | 3 |
| Effect of 1% increase in risk premium | (4) |
| Effect of 1% increase in EUR/ZAR exchange rate | (3) |
| € million | 2017 | 2016 |
|---|---|---|
| Valued using the first-in-first-out cost formula | ||
| Raw materials and consumables | 34 | 28 |
| Work in progress | 13 | 15 |
| Finished products | 27 | 22 |
| Total valued using the first-in-first-out cost formula | 74 | 65 |
| Valued using the weighted average cost formula | ||
| Raw materials and consumables | 333 | 334 |
| Work in progress | 109 | 104 |
| Finished products | 351 | 347 |
| Total valued using the weighted average cost formula | 793 | 785 |
| Total inventories | 867 | 850 |
| Of which, held at net realisable value | 119 | 137 |
| Combined and consolidated income statement | ||
| Cost of inventories recognised as an expense | (3,057) | (2,866) |
| Write-down of inventories to net realisable value | (22) | (29) |
| Aggregate reversal of previous write-downs of inventories | 19 | 18 |
| Green energy sales and disposal of emissions credits | 62 | 48 |
| € million | 2017 | 2016 |
|---|---|---|
| Trade receivables | 993 | 909 |
| Allowance for doubtful debts | (32) | (32) |
| Net trade receivables | 961 | 877 |
| Other receivables | 32 | 58 |
| Tax and social security | 90 | 93 |
| Prepayments and accrued income | 23 | 21 |
| Total trade and other receivables | 1,106 | 1,049 |
The fair values of trade and other receivables approximate their carrying values presented.
The Group has a large number of unrelated customers and does not have any significant credit risk exposure to any particular customer. The Group considers that there is no significant geographical or customer concentration of credit risk.
Each business segment manages its own exposure to credit risk according to the economic circumstances and characteristics of the relevant markets that they serve. The Group considers that management of credit risk on a decentralised basis enables it to assess and manage credit risk more effectively. However, broad principles of credit risk management are observed across all business segments, such as the use of credit rating agencies, credit guarantee insurance, where appropriate, and the maintenance of a credit control function.
| € million | 2017 | 2016 |
|---|---|---|
| Credit risk exposure | ||
| Gross trade receivables | 993 | 909 |
| Credit insurance | (815) | (707) |
| Total exposure to credit risk | 178 | 202 |
The insured cover is presented gross of contractually agreed excess amounts. In addition, the Group is in possession of bank guarantees and letters of credit securing trade and other receivables to the value of €16 million (2016: €13 million).
Credit periods offered to customers vary according to the credit risk profiles of, and invoicing conventions established by, participants operating in the various markets in which the Group operates. Interest is charged at appropriate market rates on balances which are considered overdue in the relevant market.
To the extent that recoverable amounts are estimated to be less than their associated carrying values, impairment charges have been recorded in the combined and consolidated income statement and the carrying values have been written down to their recoverable amounts. The total gross carrying value of trade receivables that were subject to impairment during the year is €64 million (2016: €102 million).
Included within the Group's aggregate trade receivables balance are specific debtor balances with customers totalling €30 million (2016: €20 million) which are past due but not impaired at the reporting date. The Group has assessed these balances for recoverability and considers that their credit quality remains intact.
An ageing analysis of net trade receivables is provided as follows:
| € million | 2017 | 2016 |
|---|---|---|
| Trade receivables within terms | 931 | 857 |
| Past due by less than one month | 20 | 16 |
| Past due by one to two months | 3 | 1 |
| Past due by two to three months | 2 | 1 |
| Past due by more than three months | 5 | 2 |
| At 31 December | 961 | 877 |
| € million | 2017 | 2016 |
|---|---|---|
| At 1 January | 32 | 35 |
| Increase in allowance recognised in combined and consolidated income statement | 6 | 8 |
| Amounts written-off or recovered | (5) | (11) |
| Currency movements | (1) | — |
| At 31 December | 32 | 32 |
| € million | 2017 | 2016 |
|---|---|---|
| Trade payables | 532 | 567 |
| Capital expenditure payables | 93 | 54 |
| Tax and social security | 56 | 62 |
| Other payables | 48 | 73 |
| Accruals and deferred income | 345 | 344 |
| Total trade and other payables | 1,074 | 1,100 |
The fair values of trade and other payables approximate their carrying values presented.
| Restructuring | Employee related |
Environmental | |||
|---|---|---|---|---|---|
| € million | costs | provisions | restoration | Other | Total |
| At 1 January 2016 | 31 | 32 | 3 | 30 | 96 |
| Charged to combined and consolidated income statement | 17 | 10 | 1 | 1 | 29 |
| Acquired through business combinations | — | — | — | 1 | 1 |
| Unwinding of discount | — | 1 | — | — | 1 |
| Released to combined and consolidated income statement | (1) | — | — | (2) | (3) |
| Amounts applied | (18) | (9) | — | (4) | (31) |
| At 31 December 2016 | 29 | 34 | 4 | 26 | 93 |
| Charged to combined and consolidated income statement | 13 | 7 | 1 | 11 | 32 |
| Released to combined and consolidated income statement | (5) | (1) | — | (3) | (9) |
| Amounts applied | (14) | (7) | — | (2) | (23) |
| Currency movements | (1) | — | — | (1) | (2) |
| At 31 December 2017 | 22 | 33 | 5 | 31 | 91 |
Maturity analysis of total provisions on a discounted basis:
| € million | Restructuring costs |
Employee related provisions |
Environmental restoration |
Other | 2017 | 2016 |
|---|---|---|---|---|---|---|
| Current | 22 | 6 | — | 22 | 50 | 49 |
| Non-current | — | 27 | 5 | 9 | 41 | 44 |
| Total provisions | 22 | 33 | 5 | 31 | 91 | 93 |
Other provisions are mainly attributable to potential claims against the Group and onerous contracts, none of which are individually significant. All non-current provisions are discounted using a discount rate relevant in the local countries, based on a pre-tax yield on longterm bonds.
The Group defines its capital employed as equity, as presented in the combined and consolidated statement of financial position, plus net debt.
| € million | 2017 | 2016 |
|---|---|---|
| Equity attributable to shareholders | 3,714 | 3,392 |
| Equity attributable to non-controlling interests | 325 | 304 |
| Total equity | 4,039 | 3,696 |
| Net debt (see note 25c) | 1,326 | 1,383 |
| Capital employed | 5,365 | 5,079 |
Capital employed is managed on a basis that enables the Group to continue trading as a going concern, while delivering acceptable returns to shareholders. The Group is committed to managing its cost of capital by maintaining an appropriate capital structure, with a balance between equity and net debt.
The Group utilises its capital employed to fund the growth of the business and to finance its liquidity needs.
The primary sources of the Group's net debt include its €2.5 billion Guaranteed Euro Medium Term Note Programme, its €750 million Syndicated Revolving Credit Facility and financing from various banks and other credit agencies, thus providing the Group with access to diverse sources of debt financing.
The principal loan arrangements in place are the following:
| € million | Maturity | Interest rate % | 2017 | 2016 |
|---|---|---|---|---|
| Financing facilities | ||||
| Syndicated Revolving Credit Facility | July 2021 | EURIBOR/LIBOR + margin | 750 | 750 |
| €500 million Eurobond | April 2017 | 5.75% | — | 500 |
| €500 million Eurobond | September 2020 | 3.375% | 500 | 500 |
| €500 million Eurobond | April 2024 | 1.50% | 500 | 500 |
| European Investment Bank Facility | June 2025 | EURIBOR + margin | 71 | 81 |
| Export Credit Agency Facility | June 2020 | EURIBOR + margin | 34 | 53 |
| Other | Various | Various | 132 | 113 |
| Total committed facilities | 1,987 | 2,497 | ||
| Drawn | (1,196) | (1,685) | ||
| Total committed facilities available | 812 |
In April 2017 Mondi redeemed a 5.75% €500 million Eurobond on maturity from available cash and committed undrawn debt facilities.
The €500 million Eurobond maturing in 2020 contains a coupon step-up clause whereby the coupon will be increased by 1.25% per annum if the Group fails to maintain at least one investment grade credit rating from either Moody's Investors Service or Standard & Poor's. Mondi currently has investment grade credit ratings from both Moody's Investors Service (Baa1, outlook stable) and Standard & Poor's (BBB, outlook positive).
Short-term liquidity needs are met through the Syndicated Revolving Credit Facility.
The Group reviews its capital employed on a regular basis and makes use of several indicative ratios which are appropriate to the nature of its operations and consistent with conventional industry measures. The principal ratios used include:
e pre-tax weighted average cost of capital;
e gearing, defined as net debt divided by capital employed;
| 2017 | 2016 | |
|---|---|---|
| Pre-tax weighted average cost of capital (%) | 10.5 | 10.9 |
| Gearing (%) | 24.7 | 27.2 |
| Net debt to 12-month trailing underlying EBITDA (times) | 0.9 | 1.0 |
| Return on capital employed (%) | 19.7 | 20.3 |
In order to manage its cost of capital, maintain an appropriate capital structure and meet its ongoing cash flow needs, the Group may issue new debt instruments; adjust the level of dividends paid to shareholders; issue new shares to, or repurchase shares from, investors; or dispose of assets to reduce its net debt exposure.
The Group operates a DLC structure, the terms of which require that the capital supplied by, or made available to, the shareholders of Mondi Limited and Mondi plc be constrained by the equality of treatment mechanism. This serves to maintain and protect the economic interests of both sets of shareholders.
The Group is subject to certain exchange control conditions as agreed with the South African Ministry of Finance. These conditions do not infringe upon the Group's ability to manage optimally its capital structure. The Group has continuously met the exchange control provisions in the past and management is committed to ensuring that the Group continues to meet these provisions in the future.
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| € million | Current | Non-current | Total | Current | Non-current | Total |
| Secured | 1 | 1 | 2 | 1 | 2 | 3 |
| Unsecured | ||||||
| Bonds | — | 995 | 995 | 500 | 995 | 1,495 |
| Bank loans and overdrafts | 255 | 94 | 349 | 150 | 110 | 260 |
| Other loans | 11 | 8 | 19 | — | 12 | 12 |
| Total unsecured | 266 | 1,097 | 1,363 | 650 | 1,117 | 1,767 |
| Total borrowings | 267 | 1,098 | 1,365 | 651 | 1,119 | 1,770 |
The Group's borrowings as at 31 December are analysed by nature and underlying currency as follows:
| 2017/€ million | Floating rate borrowings |
Fixed rate borrowings |
Total carrying value |
Fair value |
|---|---|---|---|---|
| Euro | 129 | 999 | 1,128 | 1,184 |
| South African rand | 103 | — | 103 | 103 |
| Turkish lira | 56 | — | 56 | 56 |
| US dollar | 10 | 5 | 15 | 15 |
| Russian rouble | 4 | 1 | 5 | 5 |
| Other currencies | 53 | 5 | 58 | 58 |
| Carrying value | 355 | 1,010 | 1,365 | |
| Fair value | 355 | 1,066 | 1,421 |
| 2016/€ million | Floating rate borrowings |
Fixed rate borrowings |
Total carrying value |
Fair value |
|---|---|---|---|---|
| Euro | 129 | 1,498 | 1,627 | 1,701 |
| South African rand | 60 | — | 60 | 60 |
| Turkish lira | 47 | — | 47 | 47 |
| US dollar | 6 | 9 | 15 | 15 |
| Russian rouble | 9 | — | 9 | 9 |
| Other currencies | 10 | 2 | 12 | 12 |
| Carrying value | 261 | 1,509 | 1,770 | |
| Fair value | 261 | 1,583 | 1,844 |
The fair values of the €500 million Eurobonds are estimated with reference to the last price quoted in the secondary market. All other financial liabilities are estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
The maturity analysis of the Group's borrowings, presented on an undiscounted future cash flow basis, is as follows:
| 2017/€ million | < 1 year | 1–2 years | 2–5 years | > 5 years | Total1 |
|---|---|---|---|---|---|
| Bonds | — | — | 499 | 496 | 995 |
| Bank loans and overdrafts | 255 | 24 | 46 | 24 | 349 |
| Other loans | 12 | 4 | — | 5 | 21 |
| Total borrowings | 267 | 28 | 545 | 525 | 1,365 |
| Effective interest on borrowings net of amortised costs and discounts |
36 | 25 | 43 | 19 | 123 |
| Total undiscounted cash flows | 303 | 53 | 588 | 544 | 1,488 |
| 2016/€ million | < 1 year | 1–2 years | 2–5 years | > 5 years | Total1 |
| Bonds | 500 | — | 499 | 496 | 1,495 |
| Bank loans and overdrafts | 150 | 35 | 42 | 33 | 260 |
| Other loans | 1 | 4 | 1 | 9 | 15 |
| Total borrowings | 651 | 39 | 542 | 538 | 1,770 |
| Effective interest on borrowings net of amortised | |||||
| costs and discounts | 62 | 26 | 62 | 27 | 177 |
| Total undiscounted cash flows | 713 | 65 | 604 | 565 | 1,947 |
Note:
1 It has been assumed that, where applicable, interest and foreign exchange rates prevailing at the reporting date will not vary over the time periods remaining for future cash outflows
In addition to the above, the Group swaps euro and sterling debt into other currencies through the foreign exchange market as disclosed in note 29.
The Group does not have any material finance lease arrangements.
The Group has pledged specific property, plant and equipment as collateral against certain borrowings. The carrying values of these property, plant and equipment amount to €3 million (2016: €6 million). The Group is entitled to receive all cash flows from these pledged assets. Further, there is no obligation to remit these cash flows to another entity.
| Number of shares | Authorised |
|---|---|
| Mondi Limited ordinary shares with no par value | 250,000,000 |
| Mondi Limited special converting shares with no par value | 650,000,000 |
Mondi plc is not restricted in the number of shares that can be issued. Any issue of shares is subject to shareholder approval.
| Called up, allotted and fully paid/€ million | ||||
|---|---|---|---|---|
| 2017 & 2016 | Number of shares |
Share capital | Stated capital | Total |
| Mondi Limited ordinary shares with no par value issued on the JSE | 118,312,975 | — | 431 | 431 |
| Mondi plc €0.20 ordinary shares issued on the LSE | 367,240,805 | 74 | — | 74 |
| Total ordinary shares in issue | 485,553,780 | 74 | 431 | 505 |
| Mondi Limited special converting shares with no par value | 367,240,805 | — | 8 | 8 |
| Mondi plc €0.20 special converting shares | 118,312,975 | 24 | — | 24 |
| Total special converting shares | 485,553,780 | 24 | 8 | 32 |
| Mondi plc €0.04 deferred shares | 146,896,322 | 5 | — | 5 |
| Total shares | 103 | 439 | 542 |
The special converting shares are held in trust and do not carry dividend rights. These shares provide a mechanism for equality of treatment on termination of the DLC agreement for both Mondi Limited and Mondi plc ordinary shareholders. The deferred shares are held in trust and do not carry any dividend or voting rights.
Treasury shares represent the cost of shares in Mondi Limited (held by the Mondi Incentive Schemes Trust) and Mondi plc (held by the Mondi Employee Share Trust) purchased in the market to satisfy share awards under the Group's employee share schemes (see note 21). These costs are reflected in the combined and consolidated statement of changes in equity.
| Treasury shares held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | |||||||
| at 31 December | Number of shares held |
Average price per share |
Number of shares held |
Average price per share |
||||
| Mondi Incentive Schemes Trust | ||||||||
| Mondi Limited ordinary shares with no par value | 349,642 | ZAR243.22 | 676,222 | ZAR228.88 | ||||
| Mondi Employee Share Trust | ||||||||
| Mondi plc €0.20 ordinary shares | 869,054 | GBP18.42 | 660,483 | GBP13.36 |
A dividend waiver is in place in respect of shares held by the Mondi Employee Share Trust.
The Group has established its own share-based payment arrangements to incentivise employees. Full details of the Group's share schemes are set out in the Remuneration report.
The fair values of the share awards granted under the Mondi schemes are calculated with reference to the facts and assumptions presented below:
| Mondi Limited (ZAR) & Mondi plc (GBP) | BSP 2017 | BSP 2016 | BSP 2015 |
|---|---|---|---|
| Date of grant | 24 March 2017 | 22 March 2016 | 1 April 2015 |
| Vesting period (years) | 3 | 3 | 3 |
| Expected leavers per annum (%) | 5 | 5 | 5 |
| Grant date fair value per instrument (GBP) | 19.29 | 13.35 | 12.99 |
| Grant date fair value per instrument (ZAR) | 300.25 | 291.30 | 230.00 |
| Number of shares conditionally awarded | 301,175 | 499,943 | 440,848 |
| Mondi Limited (ZAR) & Mondi plc (GBP) | LTIP 20171 | LTIP 2016 | LTIP 2015 |
|---|---|---|---|
| Date of grant | 24 March 2017 | 22 March 2016 | 1 April 2015 |
| Vesting period (years) | 3 | 3 | 3 |
| Expected leavers per annum (%) | 5 | 5 | 5 |
| Expected outcome of meeting performance criteria (%) | |||
| ROCE component | 100 | 100 | 100 |
| TSR component | 25 | 25 | 25 |
| Grant date fair value per instrument (GBP) – Mondi plc | |||
| ROCE component | 19.52 | 13.35 | 12.99 |
| TSR component2 | 4.88 | 3.34 | 3.25 |
| Grant date fair value per instrument (ZAR) – Mondi Limited | |||
| ROCE component | 312.04 | 291.30 | 230.00 |
| TSR component2 | 78.01 | 72.83 | 57.50 |
| Number of shares conditionally awarded | 554,944 | 690,140 | 647,849 |
Notes:
1 All participants, except the Group CEO and CFO were granted an award on 24 March 2017. The Group CEO and CFO were granted an award on 12 May 2017 after the remuneration policy approval at the Mondi Limited and Mondi plc AGMs. The weighted average grant date fair value is reflected in the table. All performance requirements are identical for all 2017 LTIP awards
2 The base fair value has been adjusted for contractually-determined market-based performance conditions
All of these schemes are settled by the award of ordinary shares in either Mondi Limited or Mondi plc. The Group has no obligation to settle the awards made under these schemes in cash. An amount equal to the dividends that would have been paid on Bonus Share Plan (BSP) and Long-Term Incentive Plan (LTIP) share awards during the holding period are paid to participants upon vesting.
The total fair value charge in respect of all the Mondi share awards for the year ended 31 December is made up as follows:
| € million | 2017 | 2016 |
|---|---|---|
| Bonus Share Plan | 8 | 7 |
| Long-Term Incentive Plan | 7 | 6 |
| Total share-based payment expense | 15 | 13 |
The weighted average share price of share awards that vested during the period:
| 2017 | 2016 | |
|---|---|---|
| Mondi Limited | ZAR306.79 | ZAR286.31 |
| Mondi plc | GBP18.74 | GBP13.21 |
A reconciliation of share award movements for the Mondi share schemes is shown below:
| BSP | LTIP | |||||
|---|---|---|---|---|---|---|
| number of shares | Mondi Ltd | Mondi plc | Total | Mondi Ltd | Mondi plc | Total |
| At 1 January 2016 | 243,522 | 1,108,361 | 1,351,883 | 299,909 | 1,893,197 | 2,193,106 |
| Shares conditionally awarded | 72,868 | 427,075 | 499,943 | 82,832 | 607,308 | 690,140 |
| Shares vested | (98,161) | (429,355) | (527,516) | (124,162) | (773,493) | (897,655) |
| Shares lapsed | (14,561) | (11,060) | (25,621) | — | (5,407) | (5,407) |
| At 31 December 2016 | 203,668 | 1,095,021 | 1,298,689 | 258,579 | 1,721,605 | 1,980,184 |
| Shares conditionally awarded | 37,913 | 263,262 | 301,175 | 60,758 | 494,186 | 554,944 |
| Shares vested | (116,155) | (506,618) | (622,773) | (85,951) | (537,535) | (623,486) |
| Shares lapsed | (5,914) | (61,162) | (67,076) | (48,954) | (265,643) | (314,597) |
| At 31 December 2017 | 119,512 | 790,503 | 910,015 | 184,432 | 1,412,613 | 1,597,045 |
The Group operates post-retirement defined contribution and defined benefit pension plans for many of its employees. It also operates two post-retirement medical plans.
The assets of the defined contribution plans are held separately in independently administered funds. The charge in respect of these plans of €14 million (2016: €14 million) is calculated on the basis of the contribution payable by the Group in the financial year. There were no material outstanding or prepaid contributions recognised in relation to these plans as at the reporting dates presented. The expected contributions to be paid to defined contribution plans during 2018 are €16 million.
The Group operates in excess of 100 defined benefit retirement plans across its global operations. A large proportion of the Group's defined benefit plans are closed to new members.
The majority of these plans are unfunded and provide pensions and severance benefits to members of those plans.
The most significant unfunded defined benefit plans are operated in Austria, Germany and Russia and funded plans are operated primarily in the UK. These plans are established in accordance with applicable local labour legislation and/or collective agreements with participating employees.
The benefits are based on a variety of factors, the most significant of which are a combination of pensionable service and final salary. A number of these plans also provide additional benefits in the event of death in service, disability or ill-health retirement which are derived from the final salary benefit formula.
Overview
The assets of the funded plans are held separately in independently administered funds, in accordance with statutory requirements or local practice where those funds are operated. The boards of trustees of these plans are required to act in the best interest of the plans and all relevant stakeholders of the plans (active employees, inactive employees, retirees and employers), and are responsible for the investment policy with regard to the assets of the plans.
The post-retirement medical plans provide health benefits to retired employees and certain of their dependants. Eligibility for cover is dependent upon certain criteria. The South African plan is unfunded while the Austrian plan is funded. The South African plan has been closed to new participants since 1 January 1999.
Except for the actuarial risks set out below, the Group has not identified any additional specific risks in respect of these plans.
Defined benefit plans typically expose the Group to the following actuarial risks:
| Investment risk (Asset volatility) | The present value of the net retirement benefit liability/asset is calculated using a discount rate determined by reference to high-quality bond yields. If the return on plan assets is below this rate, it will create a plan deficit that needs to be funded/guaranteed by the employer. Currently the plan assets have a relatively balanced investment in equity and bonds. Due to the long-term nature of the plan liabilities, the boards of trustees consider it appropriate that a reasonable portion of the plan assets should be invested in equities. |
|---|---|
| Interest risk | A decrease in the bond interest rate will increase plan liabilities, however this will be partially offset by an increase in the value of the plan's fixed rate debt instruments. |
| Longevity risk | The present value of the net retirement benefit liability/asset is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan liabilities. |
| Salary risk | The present value of the net retirement benefit liability/asset is calculated by reference to the expected future salaries of plan participants. An increase in the salary of the plan participants will increase the plan liabilities. |
| Medical cost inflation risk | The present value of the post-retirement medical plans is calculated by reference to expected future medical costs. An increase in medical cost inflation will increase the plan liabilities. |
Independent qualified actuaries carry out full valuations every year using the projected unit credit method.
The weighted average principal assumptions used in the actuarial valuations are detailed below:
| 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| % | South Africa | Europe | Other regions | South Africa | Europe | Other regions | |
| Discount rate | 9.5 | 1.9 | 7.8 | 9.5 | 1.9 | 8.2 | |
| Rate of inflation | 6.8 | 2.3 | 4.3 | 7.2 | 2.3 | 5.1 | |
| Rate of increase in salaries | 7.8 | 2.8 | 5.5 | 8.2 | 2.0 | 6.0 | |
| Rate of increase of pensions in payment | — | 2.9 | 4.0 | — | 2.8 | 3.5 | |
| Expected average increase of medical costs | 8.3 | 3.7 | — | 8.7 | 3.9 | — |
The assumption for the discount rate for plan liabilities is based on AA corporate bonds, which are of a suitable duration and currency. In South Africa, the discount rate assumption has been based on the zero coupon government bond yield curve.
The assumed remaining life expectancies on retirement at age 65 are:
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| years | South Africa | Europe | Other regions | South Africa | Europe | Other regions |
| Retiring today | ||||||
| Males | 16.14 | 14.09-22.80 | 15.07-20.80 | 16.09 | 14.05-22.70 | 15.07-21.30 |
| Females | 20.20 | 17.63-27.14 | 18.60-25.30 | 20.15 | 17.53-27.14 | 18.60-25.30 |
| Retiring in 20 years | ||||||
| Males | 21.54 | 14.09-25.00 | 15.07-21.20 | 21.44 | 14.00-24.90 | 15.07-22.90 |
| Females | 25.73 | 17.63-27.70 | 18.60-25.30 | 25.63 | 14.00-27.50 | 18.60-25.30 |
The mortality assumptions have been based on published mortality tables in the relevant jurisdictions.
| 2017 | 2016 | |||||||
|---|---|---|---|---|---|---|---|---|
| € million | South Africa |
Europe | Other regions |
Total | South Africa |
Europe | Other regions |
Total |
| Present value of unfunded liabilities | (52) | (124) | (19) | (195) | (56) | (128) | (19) | (203) |
| Present value of funded liabilities | — | (172) | — | (172) | — | (174) | — | (174) |
| Present value of plan liabilities | (52) | (296) | (19) | (367) | (56) | (302) | (19) | (377) |
| Fair value of plan assets | — | 142 | — | 142 | — | 138 | — | 138 |
| Net retirement benefits liability | (52) | (154) | (19) | (225) | (56) | (164) | (19) | (239) |
| Amounts reported in combined and consolidated statement of financial position |
||||||||
| Defined benefit pension plans | — | 7 | — | 7 | — | 1 | — | 1 |
| Net retirement benefits asset | — | 7 | — | 7 | — | 1 | — | 1 |
| Defined benefit pension plans | — | (155) | (19) | (174) | — | (161) | (19) | (180) |
| Post-retirement medical plans | (52) | (6) | — | (58) | (56) | (4) | — | (60) |
| Net retirement benefits liability | (52) | (161) | (19) | (232) | (56) | (165) | (19) | (240) |
The amounts recognised in the combined and consolidated statement of financial position are determined as follows:
The changes in the present value of defined benefit liabilities and fair value of plan assets are as follows:
| Defined benefit liabilities | Fair value of plan assets | Net liability | ||||
|---|---|---|---|---|---|---|
| € million | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| At 1 January | (377) | (346) | 138 | 137 | (239) | (209) |
| Included in combined and consolidated income statement | ||||||
| Current service cost | (6) | (5) | — | — | (6) | (5) |
| Interest | (12) | (14) | 3 | 4 | (9) | (10) |
| Included in combined and consolidated statement of comprehensive income |
||||||
| Remeasurement gains/(losses) | 1 | (34) | — | — | 1 | (34) |
| Return on plan assets | — | — | 8 | 15 | 8 | 15 |
| Acquired through business combinations (see note 23) | — | (2) | — | — | — | (2) |
| Contributions paid by other members | (3) | (3) | 3 | 3 | — | — |
| Contributions paid by employer | — | — | 3 | 3 | 3 | 3 |
| Benefits paid | 22 | 21 | (9) | (9) | 13 | 12 |
| Currency movements | 8 | 6 | (4) | (15) | 4 | (9) |
| At 31 December | (367) | (377) | 142 | 138 | (225) | (239) |
Overview
The expected maturity analysis of undiscounted retirement benefits is as follows:
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| € million | Defined benefit pension plans |
Post-retirement medical plans |
Total | Defined benefit pension plans |
Post-retirement medical plans |
Total |
| Less than a year | 10 | 8 | 18 | 11 | 7 | 18 |
| Between one and two years | 10 | 11 | 21 | 10 | 11 | 21 |
| Between two to five years | 31 | 21 | 52 | 32 | 21 | 53 |
| After five years | 261 | 198 | 459 | 250 | 242 | 492 |
The weighted average duration of the defined retirement benefits liability for South Africa is 10 years (2016: 10 years), Europe 15 years (2016: 15 years) and other regions 13 years (2016: 12 years).
It is expected that the Group's share of contributions will increase as the schemes' members age. The expected contributions to be paid to defined benefit pension plans and post-retirement medical plans during 2018 are €18 million.
The market values of the plan assets in these plans are detailed below:
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| € million | Quoted | Unquoted | Total | Quoted | Unquoted | Total |
| External equity | 40 | — | 40 | 37 | — | 37 |
| Bonds | 83 | — | 83 | 84 | — | 84 |
| Insurance contracts | — | 17 | 17 | — | 16 | 16 |
| Cash | 2 | — | 2 | 1 | — | 1 |
| Fair value of plan assets | 125 | 17 | 142 | 122 | 16 | 138 |
The majority of the Group's plan assets are located in Austria and the UK and the following asset-liability matching/investing strategies are applied:
| Austria | The investment strategy is based on Austrian Social Security Law which stipulates that investments can only be made in high-quality euro bonds or deposits in euro in highly rated financial institutions. No investments in equity or equity funds are allowed. Due to legal and market restrictions asset-liability matching is not possible. |
|---|---|
| UK | The trustees invest in diverse portfolios of pooled funds. The long-term objective is to ensure that each plan can continue to meet the benefit payments without exposing either the plan or the company to an undue level of risk. The mix of investments in each plan is determined taking into account the maturity, currency and nature of the expected benefit payments required. |
There are no financial instruments or property owned by the Group included in the fair value of plan assets.
The fair values of equity, bonds and cash are determined based on quoted prices in active markets. The fair value of insurance contracts is determined in accordance with IAS 19.
The actual return on plan assets in respect of defined benefit plans was a gain of €11 million (2016: gain of €19 million).
The market value of assets is used to determine the funding level of the plans and is sufficient to cover 83% (2016: 79%) of the benefits which have accrued to members, after allowing for expected increases in future earnings and pensions. Companies within the Group are paying contributions at rates agreed with the plans' trustees and in accordance with local independent actuarial advice and statutory provisions.
In certain jurisdictions, Group plans are subject to minimum funding requirements. At 31 December 2017, these minimum funding requirements did not give rise to the recognition of any additional liabilities.
The sensitivity analyses below have been determined based on reasonably possible changes to the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
The sensitivity analyses may not be representative of the actual changes in the net retirement benefits asset/(liability) as it is unlikely that the changes in assumptions would occur in isolation of one another and some of the assumptions may be inter-related. The projected unit credit method was used to calculate the sensitivity analyses below.
A 1% change in the assumptions would have the following effects on the net retirement benefits plans:
| € million | 1% increase | 1% decrease |
|---|---|---|
| Discount rate | ||
| (Decrease)/increase in current service cost | (1) | 1 |
| (Decrease)/increase in net retirement benefits liability | (49) | 64 |
| Rate of inflation | ||
| Increase/(decrease) in current service cost | 1 | (1) |
| Increase/(decrease) in net retirement benefits liability | 30 | (26) |
| Rate of increase in salaries | ||
| Increase/(decrease) in current service cost | 1 | (1) |
| Increase/(decrease) in net retirement benefits liability | 12 | (11) |
| Rate of increase of pensions in payment | ||
| Decrease in current service cost | — | — |
| Increase/(decrease) in net retirement benefits liability | 11 | (9) |
| Medical cost trend rate | ||
| Increase/(decrease) in aggregate of the current service cost and interest cost | 1 | (1) |
| Increase/(decrease) in net retirement benefits liability | 22 | (18) |
| Mortality rates | 1 year increase | |
| Increase in current service cost | — | |
| Increase in net retirement benefits liability | 12 |
Mondi acquired 100% of the outstanding share capital of Excelsior Technologies Limited (Excelsior) on 3 February 2017 from funds managed by Endless LLP and certain other minority shareholders, for a total consideration of GBP34 million (€40 million) on a debt and cash-free basis. Excelsior is a vertically-integrated producer of innovative flexible packaging solutions, mainly for food applications, with a unique packaging technology for microwave steam cooking. The acquisition of Excelsior supports the development of Mondi's Consumer Packaging business in high-growth product applications.
Excelsior's revenue for the year ended 31 December 2017 was €49 million with a loss after tax of €3 million. Excelsior's revenue of €45 million and loss after tax of €3 million since the date of acquisition have been included in the combined and consolidated income statement.
Mondi acquired 100% (51% effective share) of the outstanding share capital of Smurfit Kappa Recycling CE, s.r.o. (SK Recycling) on 8 March 2017 for a consideration of €1 million on a debt and cash-free basis. SK Recycling operates eight paper recycling sites in Slovakia. The acquisition increases the availability of high-quality paper for recycling that is procured by the Group's central and eastern European mills.
SK Recycling's revenue for the year ended 31 December 2017 was €4 million with a nil profit after tax. SK Recycling's revenue of €2 million and nil profit after tax since the date of acquisition have been included in the combined and consolidated income statement.
Mondi acquired the remaining shares of Mondi TSP Co., Ltd. (TSP) that it did not already own (representing an interest of 50%) on 26 July 2017 for a consideration of THB143 million (€4 million) on a debt and cash-free basis. TSP operates a plant near Bangkok, Thailand, and produces consumer goods packaging products with a focus on retort stand-up pouches for the food and pet food industry. The acquisition supports the growth of Mondi's Consumer Packaging business.
TSP's revenue for the year ended 31 December 2017 was €14 million with a nil profit after tax. TSP's revenue of €5 million and nil loss after tax since the date of acquisition have been included in the combined and consolidated income statement.
Overview
Details of the net assets acquired, as adjusted from book to fair value, are as follows:
| € million | Book value | Revaluation | Fair value |
|---|---|---|---|
| Net assets acquired | |||
| Property, plant and equipment | 7 | 2 | 9 |
| Intangible assets | — | 12 | 12 |
| Share of joint venture | 1 | — | 1 |
| Inventories | 5 | 2 | 7 |
| Trade and other receivables | 14 | (3) | 11 |
| Cash and cash equivalents | 2 | — | 2 |
| Total assets | 29 | 13 | 42 |
| Trade and other payables | (13) | 1 | (12) |
| Deferred tax liabilities | — | (3) | (3) |
| Total liabilities (excluding debt) | (13) | (2) | (15) |
| Short-term borrowings | (2) | — | (2) |
| Medium and long-term borrowings | (8) | — | (8) |
| Debt assumed | (10) | — | (10) |
| Net assets acquired | 6 | 11 | 17 |
| Goodwill arising on acquisitions | 24 | ||
| Goodwill arising on purchase price adjustment (Uralplastic) | 2 | ||
| Fair value of joint venture interest previously held | (4) | ||
| Cash acquired net of overdrafts | (2) | ||
| Net cash paid per combined and consolidated statement of cash flows | 37 | ||
| € million | Goodwill | Net assets | Net cash paid |
| Excelsior | 21 | 12 | 31 |
| SK Recycling | — | 1 | 1 |
| TSP | 3 | 4 | 3 |
| Acquisitions total | 24 | 17 | 35 |
| Purchase price adjustment (Uralplastic) | 2 | — | 2 |
| Acquisitions total including adjustments | 26 | 17 | 37 |
Transaction costs of €1 million were charged to the combined and consolidated income statement.
The fair value accounting of these acquisitions is provisional in nature. The nature of these businesses is such that further adjustments to the carrying values of acquired assets and/or liabilities, and adjustments to the purchase price, are possible as the detail of the acquired businesses is evaluated post acquisition. If necessary, any adjustments to the fair values recognised will be made within 12 months of the acquisition dates.
In respect of trade and other receivables, the gross contractual amounts receivable less the best estimates at the acquisition dates of the contractual cash flows not expected to be collected approximate the book values and the revaluation amounts respectively as presented.
Goodwill arising on the above business combinations is not tax deductible.
In December 2017 Mondi signed an agreement to acquire 100% of the outstanding shares in Powerflute Group Holdings Oy (Powerflute) for a total consideration of €365 million on a debt and cash-free basis.
Powerflute operates an integrated pulp and paper mill in Kuopio (Finland) with an annual production capacity of 285,000 tonnes of high-performance semi-chemical fluting. Powerflute's premium semi-chemical fluting is sold to a diverse range of customers, primarily for packaging fresh fruit and vegetables, but also other end-uses such as electronics, chemicals and pharmaceuticals. The proposed acquisition of Powerflute supports the strategy of investing in high-quality packaging and paper assets and to expand the product range and geographic reach of Mondi's containerboard business.
The transaction remains subject to competition clearance and customary closing conditions and is expected to complete in the first half of 2018.
In December 2017 Mondi signed an agreement to acquire an additional 57.84% of the outstanding share capital of industrial bags producer Suez Bags Company SAE (Suez Bags) for a total consideration of EGP165 million (€8 million). Mondi currently owns 29.89% of the outstanding share capital of Suez Bags.
Suez Bags operates an industrial bags plant near Cairo in Egypt, serving mostly regional customers. The proposed acquisition complements the existing network of plants in the growing Middle East region, and provides Mondi with a leading position in Egypt.
The transaction is expected to complete in the first half of 2018.
Mondi acquired 100% of the outstanding share capital of SIMET S.A. (SIMET) on 27 April 2016 for a consideration of €13 million on a debt and cash-free basis. SIMET is a corrugated plant that produces a wide range of flexo printed packaging.
On 12 July, Mondi acquired a 90% interest in Kale Nobel Ambalaj Sanayi ve Ticaret Anonim Sirketi (Kalenobel) for a consideration of €90 million on a debt and cash-free basis. Kalenobel is a consumer packaging company focused on the manufacture of flexible consumer packaging for ice cream and other applications as well as aseptic cartons.
On 15 July, Mondi acquired a 100% interest in ZAO Uralplastic-N (Uralplastic) for a consideration of RUB2,949 million (€41 million) on a debt and cash-free basis. Uralplastic manufactures a range of consumer flexible packaging products for food, hygiene, homecare and other applications.
On 20 October, Mondi acquired 100% of the outstanding share capital of LLC Beepack (Lebedyan) for a consideration of RUB2,825 million (€41 million) on a debt and cash-free basis. Lebedyan produces a range of corrugated packaging trays and boxes for food and agricultural products including beverages, fruit and vegetables, poultry and dairy.
Details of the net assets acquired, as adjusted from book to fair value, are as follows:
| € million | Book value | Revaluation | Fair value |
|---|---|---|---|
| Net assets acquired | |||
| Property, plant and equipment | 39 | 16 | 55 |
| Intangible assets | 5 | 22 | 27 |
| Inventories | 16 | 1 | 17 |
| Trade and other receivables | 44 | (3) | 41 |
| Cash and cash equivalents | 2 | — | 2 |
| Total assets | 106 | 36 | 142 |
| Trade and other payables | (23) | (2) | (25) |
| Provisions | — | (1) | (1) |
| Net retirement benefits liability | — | (2) | (2) |
| Deferred tax liabilities | — | (7) | (7) |
| Total liabilities (excluding debt) | (23) | (12) | (35) |
| Short-term borrowings | (17) | — | (17) |
| Medium and long-term borrowings | (19) | — | (19) |
| Debt assumed | (36) | — | (36) |
| Net assets acquired | 47 | 24 | 71 |
| Goodwill arising on acquisitions | 81 | ||
| Goodwill arising on purchase price adjustment (KSP) | 13 |
Deferred acquisition consideration (Ascania) 2 Non-controlling interests in equity (3)
Cash acquired net of overdrafts (2)
Net cash paid per combined and consolidated statement of cash flows 162
Overview
| € million | Goodwill | Net assets | Net cash paid |
|---|---|---|---|
| SIMET | 4 | 6 | 10 |
| Kalenobel | 42 | 31 | 68 |
| Uralplastic | 22 | 6 | 28 |
| Lebedyan | 13 | 28 | 41 |
| Acquisitions total | 81 | 71 | 147 |
| Purchase price adjustment (KSP) | 13 | — | 13 |
| Deferred acquisition consideration (Ascania) | 2 | ||
| Acquisitions total including adjustments | 94 | 71 | 162 |
Transaction costs of €5 million were charged to the combined and consolidated income statement. No adjustments were made in 2016 to the fair values of prior year acquisitions.
| € million | 2017 | 2016 |
|---|---|---|
| Property, plant and equipment | 1 | 1 |
(a) Reconciliation of profit before tax to cash generated from operations
| € million | 2017 | 2016 |
|---|---|---|
| Profit before tax | 887 | 843 |
| Depreciation and amortisation | 422 | 380 |
| Impairment of property, plant and equipment and intangible assets (not included in special items) | 4 | 5 |
| Share-based payments | 15 | 13 |
| Net cash flow effect of current and prior year special items | 40 | 17 |
| Net finance costs | 71 | 101 |
| Net profit from equity accounted investees | (1) | (1) |
| Decrease in provisions and net retirement benefits | (16) | (14) |
| (Increase)/decrease in inventories | (19) | 24 |
| Increase in operating receivables | (87) | (1) |
| (Decrease)/increase in operating payables | (16) | 45 |
| Fair value gains on forestry assets | (43) | (64) |
| Felling costs | 73 | 57 |
| Loss on disposal of property, plant and equipment | 1 | — |
| Other adjustments | (6) | (4) |
| Cash generated from operations | 1,325 | 1,401 |
| € million | 2017 | 2016 |
|---|---|---|
| Cash and cash equivalents per combined and consolidated statement of financial position | 38 | 404 |
| Bank overdrafts included in short-term borrowings | (104) | (27) |
| Cash and cash equivalents per combined and consolidated statement of cash flows | 377 |
The fair value of cash and cash equivalents approximate their carrying values presented.
The Group operates in certain countries (principally South Africa) where the existence of exchange controls may restrict the use of certain cash balances. These restrictions are not expected to have any material effect on the Group's ability to meet its ongoing obligations.
The Group's net debt position is as follows:
| € million | Cash and cash equivalents |
Current financial asset investments |
Total assets |
Debt due within one year |
Debt due after one year |
Debt-related derivative financial instruments |
Total debt |
Total net debt |
|---|---|---|---|---|---|---|---|---|
| At 1 January 2016 | 36 | 2 | 38 | (222) | (1,319) | 5 | (1,536) | (1,498) |
| Cash flow | 345 | — | 345 | 152 | (335) | — | (183) | 162 |
| Acquired through business combinations |
— | — | — | (17) | (19) | — | (36) | (36) |
| Movement in unamortised loan costs |
— | — | — | — | (2) | — | (2) | (2) |
| Net movement in derivative financial instruments |
— | — | — | — | — | (23) | (23) | (23) |
| Reclassification1 | — | — | — | (541) | 547 | — | 6 | 6 |
| Currency movements | (4) | — | (4) | 4 | 9 | (1) | 12 | 8 |
| At 31 December 2016 | 377 | 2 | 379 | (624) | (1,119) | (19) | (1,762) | (1,383) |
| Cash flow | (439) | (1) | (440) | 480 | (14) | — | 466 | 26 |
| Acquired through business combinations (see note 23) |
— | (1) | (1) | (2) | (8) | — | (10) | (11) |
| Movement in unamortised loan costs |
— | — | — | — | (2) | — | (2) | (2) |
| Net movement in derivative financial instruments |
— | — | — | — | — | 20 | 20 | 20 |
| Reclassification | — | 1 | 1 | (32) | 32 | — | — | 1 |
| Currency movements | (4) | — | (4) | 15 | 13 | (1) | 27 | 23 |
| At 31 December 2017 | (66) | 1 | (65) | (163) | (1,098) | — | (1,261) | (1,326) |
Note:
1 Following the acquisition of the outstanding non-controlling interest in a subsidiary, the shareholder loan previously provided by the holder of the non-controlling interest was reclassified as an intercompany loan and has been eliminated on consolidation
| € million | 2017 | 2016 |
|---|---|---|
| Contracted for but not provided | 393 | 222 |
| Approved, not yet contracted for | 1,545 | 1,516 |
| Total capital commitments | 1,938 | 1,738 |
These capital commitments relate to the following categories of non-current non-financial assets:
| € million | 2017 | 2016 |
|---|---|---|
| Intangible assets | 47 | 35 |
| Property, plant and equipment | 1,891 | 1,703 |
| Total capital commitments | 1,938 | 1,738 |
The expected maturity of these capital commitments is:
| € million | 2017 | 2016 |
|---|---|---|
| Within one year | 740 | 538 |
| One to two years | 672 | 593 |
| Two to five years | 526 | 607 |
| Total capital commitments | 1,938 | 1,738 |
Capital commitments are based on capital projects approved by the end of the financial year and the budget approved by the Boards. Major capital projects still require further approval before they commence and are not included in the above analysis. The Group's capital commitments are expected to be financed from existing cash resources and borrowing facilities.
Governance
Overview
Contingent liabilities comprise aggregate amounts as at 31 December 2017 of €6 million (2016: €11 million) in respect of loans and guarantees given to banks and other third parties. No acquired contingent liabilities have been recorded in the Group's combined and consolidated statement of financial position for either year presented.
The Group is subject to certain legal proceedings, claims, complaints and investigations arising out of the ordinary course of business. Legal proceedings may include, but are not limited to, alleged breach of contract and alleged breach of environmental, competition, securities and health and safety laws. The Group may not be insured fully, or at all, in respect of such risks. The Group cannot predict the outcome of individual legal actions or claims or complaints or investigations. The Group may settle litigation or regulatory proceedings prior to a final judgment or determination of liability. The Group may do so to avoid the cost, management efforts or negative business, regulatory or reputational consequences of continuing to contest liability, even when it considers it has valid defences to liability. The Group considers that no material loss to the Group is expected to result from these legal proceedings, claims, complaints and investigations. Provision is made for all liabilities that are expected to materialise through legal and tax claims against the Group.
The principal operating lease agreements in place include the following:
The Group entered into a land lease agreement on 1 January 2001 for a total term of 70 years. The operating lease commitment and annual escalation rate is renegotiated every five years. The lease does not contain any clauses with regard to contingent rent or an option to purchase the land at the end of the lease term, and does not impose any significant restrictions on the Group as a lessee. There are 53 years remaining on the lease.
The forestry lease agreements were entered into by the Group on 1 November 2007 for a total term of 47 years, on 30 June 2008 for a total term of 49 years and on 10 March 2015 for a total term of 49 years. The leases are not renewable. Rental escalates on an annual basis by the consumer price inflation of the local jurisdiction. The leases do not contain any clauses with regard to contingent rent or options to purchase the forestry assets at the end of the lease term, and do not impose any significant restrictions on the Group as a lessee.
The Group entered into an office building lease agreement for a total term of 20 years from October 2013. The lease may be terminated upon six months' notice to September 2023 and again to September 2028. Rent escalates on an annual basis by the consumer price index of the local jurisdiction. The lease does not contain any option to purchase the building at the end of the lease term and does not impose any significant restrictions on the Group as a lessee. Contingent rent is included in the Group as a lease charge and calculated at the consumer price index.
The Group has entered into approximately 1,759 (2016: 1,120) other lease agreements, none of which are individually significant.
The operating lease expense that has been recorded in the Group's combined and consolidated income statement is €46 million (2016: €38 million).
As at 31 December, the Group had the following outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
| 2017 | 2016 | |||
|---|---|---|---|---|
| € million | Forestry assets |
Land, buildings and other assets |
Forestry assets |
Land, buildings and other assets |
| Within one year | 12 | 30 | 5 | 26 |
| One to two years | 11 | 30 | 5 | 19 |
| Two to five years | 32 | 39 | 14 | 37 |
| After five years | 229 | 33 | 134 | 23 |
| Total operating leases | 284 | 132 | 158 | 105 |
The Group's trading and financing activities expose it to various financial risks that, if left unmanaged, could adversely impact current or future earnings. Although not necessarily mutually exclusive, these financial risks are categorised separately according to their different generic risk characteristics and include market risk (foreign exchange risk and interest rate risk), credit risk and liquidity risk. The Group is actively engaged in the management of all of these financial risks in order to minimise their potential adverse impact on the Group's financial performance.
The principles, practices and procedures governing the Group-wide financial risk management process have been approved by the Boards and are overseen by the DLC executive committee. In turn, the DLC executive committee delegates authority to a central treasury function (Group treasury) for the practical implementation of the financial risk management process across the Group and for ensuring that the Group's entities adhere to specified financial risk management policies. Group treasury continually reassesses and reports on the financial risk environment; identifying, evaluating and hedging financial risks by entering into derivative contracts with counterparties where appropriate. The Group does not take speculative positions on derivative contracts.
| 2017/€ million | Fair value hierarchy |
Loans and receivables |
At fair value through profit or loss |
At fair value through OCI |
Available for-sale investments |
Total |
|---|---|---|---|---|---|---|
| Financial assets | ||||||
| Trade and other receivables1 | 993 | — | — | — | 993 | |
| Financial asset investments | Level 2 | 6 | — | — | 18 | 24 |
| Derivative financial instruments | Level 2 | — | 10 | 3 | — | 13 |
| Cash and cash equivalents | 38 | — | — | — | 38 | |
| Total | 1,037 | 10 | 3 | 18 | 1,068 |
| 2016/€ million | Fair value hierarchy |
Loans and receivables |
At fair value through profit or loss |
At fair value through OCI |
Available for-sale investments |
Total |
|---|---|---|---|---|---|---|
| Financial assets | ||||||
| Trade and other receivables1 | 935 | — | — | — | 935 | |
| Financial asset investments | Level 2 | 7 | — | — | 20 | 27 |
| Derivative financial instruments | Level 2 | — | 6 | — | — | 6 |
| Cash and cash equivalents | 404 | — | — | — | 404 | |
| Total | 1,346 | 6 | — | 20 | 1,372 |
Note:
1 Excludes tax, social security, prepayments and accrued income
The fair values of available-for-sale investments represent the published prices of the securities concerned. Loans and receivables are held at amortised cost. The fair value of loans and receivables approximate the carrying values presented.
| 2017/€ million | Fair value hierarchy |
At fair value through profit or loss |
At fair value through OCI |
At amortised cost |
Total |
|---|---|---|---|---|---|
| Financial liabilities | |||||
| Borrowings – bonds | Level 1 | — | — | (995) | (995) |
| Borrowings – loans and overdrafts | Level 2 | — | — | (370) | (370) |
| Trade and other payables1 | — | — | (673) | (673) | |
| Derivative financial instruments | Level 2 | (8) | — | — | (8) |
| Other non-current liabilities | Level 2/3 | — | — | (19) | (19) |
| Total | (8) | — | (2,057) | (2,065) |
| 2016/€ million | Fair value hierarchy |
At fair value through profit or loss |
At fair value through OCI |
At amortised cost |
Total |
|---|---|---|---|---|---|
| Financial liabilities | |||||
| Borrowings – bonds | Level 1 | — | — | (1,495) | (1,495) |
| Borrowings – loans and overdrafts | Level 2 | — | — | (275) | (275) |
| Trade and other payables1 | — | — | (694) | (694) | |
| Derivative financial instruments | Level 2 | (5) | (18) | — | (23) |
| Other non-current liabilities | Level 2/3 | (9) | — | (17) | (26) |
| Total | (14) | (18) | (2,481) | (2,513) |
Note:
1 Excludes tax, social security, accruals and deferred income
There have been no transfers of assets or liabilities between levels of the fair value hierarchy during the year.
Except as detailed below, the directors consider that the carrying values of financial assets and financial liabilities recorded at amortised cost in the combined and consolidated financial statements are approximately equal to their fair values.
| Carrying amount | Fair value | ||||
|---|---|---|---|---|---|
| € million | 2017 | 2016 | 2017 | 2016 | |
| Financial liabilities | |||||
| Borrowings | 1,365 | 1,770 | 1,421 | 1,844 |
The non-controlling interest holder in Kalenobel holds an option to put its shares to Mondi until June 2021, but not before March 2018, at a price determined based on future earnings. The present value of the option is €4 million (2016: €9 million) based on the current expected business plan, and is capped at €25 million. Further analysis is not provided as the option is not considered material.
The Group's activities expose it primarily to foreign exchange and interest rate risk. Both risks are actively monitored on a regular basis and managed through the use of foreign exchange contracts and interest rate swaps as appropriate. Although the Group's cash flows are exposed to movements in key input and output prices, such movements represent commercial rather than financial risk inherent to the Group.
The Group operates globally and is exposed to foreign exchange risk in the normal course of its business. Multiple currency exposures arise from commercial transactions denominated in foreign currencies, recognised financial assets and liabilities (monetary items) denominated in foreign currencies and translational exposure on net investments in foreign operations.
The Group's treasury policy requires subsidiaries to actively manage foreign currency transactional exposures against their functional currencies by entering into foreign exchange contracts. For segmental reporting purposes, each subsidiary enters into, and accounts for, foreign exchange contracts with Group treasury or with counterparties that are external to the Group, whichever is more commercially appropriate.
Only material balance sheet exposures and highly probable forecast capital expenditure transactions are hedged.
Foreign exchange risk sensitivity analysis has been performed on the foreign currency exposures inherent in the Group's financial assets and financial liabilities at the reporting dates presented, net of related foreign exchange contracts. The sensitivity analysis provides an indication of the impact on the Group's reported earnings of reasonably possible changes in the currency exposures embedded within the functional currency environments that the Group operates in. In addition, an indication is provided of how reasonably possible changes in foreign exchange rates might impact on the Group's equity, as a result of fair value adjustments to foreign exchange contracts designated as cash flow hedges. Reasonably possible changes are based on an analysis of historical currency volatility, together with any relevant assumptions regarding near-term future volatility.
| Net monetary foreign currency exposures – assets/(liabilities)1 | |||||
|---|---|---|---|---|---|
| 2017 | 2016 | ||||
| € million | EUR | Other | EUR | Other | |
| Functional currency zones2 | |||||
| Euro | — | 1 | — | 7 | |
| South African rand | (3) | (1) | (2) | (1) | |
| Czech koruna | (11) | — | 5 | — | |
| Polish zloty | (11) | 3 | (16) | 2 | |
| Russian rouble | (18) | (3) | (16) | (1) | |
| Swedish krona | (10) | — | (17) | — | |
| Turkish lira | (4) | (1) | (5) | — | |
| Other | (37) | 14 | (24) | 15 |
Notes:
1 Presented in euro, the presentation currency of the Group
2 Net monetary exposures represent financial assets less financial liabilities denominated in currencies other than the applicable functional currency, adjusted for the effects of foreign exchange risk hedging, excluding cash flow hedging of non-monetary assets and liabilities
The Group considers that for each functional to foreign currency net monetary exposure it is reasonable to assume a 5% appreciation/ depreciation of the functional currency. If all other variables are held constant, the table below presents the impacts on the Group's combined and consolidated income statement if these currency movements had occurred.
| Income/(expense) | ||||||
|---|---|---|---|---|---|---|
| 2017 | 2016 | |||||
| € million | +5% | -5% | +5% | -5% | ||
| Functional currency zones | ||||||
| Czech koruna | 1 | (1) | — | — | ||
| Swedish krona | 1 | (1) | 1 | (1) | ||
| Polish zloty | — | — | 1 | (1) | ||
| Russian rouble | 1 | (1) | 1 | (1) | ||
| Other | 1 | (1) | — | — |
The corresponding fair value impact on the Group's equity, resulting from the application of these reasonably possible changes to the valuation of the Group's foreign exchange contracts designated as cash flow hedges, would have been €4 million (2016: €3 million). It has been assumed that changes in the fair value of foreign exchange contracts designated as cash flow hedges of non-monetary assets and liabilities are fully recorded in equity and that all other variables are held constant.
The Group holds cash and cash equivalents, which earn interest at a variable rate and has variable and fixed rate debt in issue. Consequently, the Group is exposed to interest rate risk. Although the Group has fixed rate debt in issue, the Group's accounting policy stipulates that all borrowings be held at amortised cost. As a result, the carrying value of fixed rate debt is not sensitive to changes in credit conditions in the relevant debt markets and there is, therefore, no exposure to fair value interest rate risk.
Cash and cash equivalents comprise cash on hand and demand deposits, together with short-term highly liquid investments which have a maturity of three months or less from the date of acquisition. Centralised cash pooling arrangements are in place, which ensure that cash is utilised most efficiently for the ongoing working capital needs of the Group's operating units and, in addition, to ensure that the Group earns the most advantageous rates of interest available.
The Group has multiple variable rate debt facilities, of which the most significant is the Syndicated Revolving Credit Facility (see note 18). When deemed necessary, Group treasury uses interest rate swaps to hedge certain exposures to movements in the relevant interbank lending rates, primarily the London Interbank Offered Rate (LIBOR) and the Johannesburg Interbank Agreed Rate (JIBAR).
The Group's cash and cash equivalents act as a natural hedge to movements in the relevant interbank lending rates on its variable rate debt, subject to any interest rate differentials that exist between the Group's corporate saving and lending rates.
The net variable rate exposure represents variable rate debt less the future cash outflows swapped from variable-to-fixed via interest rate swap instruments and cash and cash equivalents. Reasonably possible changes in interest rates have been applied to the net variable rate exposure, denominated by currency, in order to provide an indication of the possible impact on the Group's combined and consolidated income statement.
| Interest rate risk exposures | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | |||||||
| € million | EUR | Other | Total | EUR | Other | Total | ||
| Total debt | 1,128 | 237 | 1,365 | 1,627 | 143 | 1,770 | ||
| Less: | ||||||||
| Fixed rate debt | (999) | (11) | (1,010) | (1,498) | (11) | (1,509) | ||
| Cash and cash equivalents | (6) | (32) | (38) | (340) | (64) | (404) | ||
| Net variable rate debt and exposure | 123 | 194 | 317 | (211) | 68 | (143) |
Included in other is net variable exposure to various currencies, the most significant of which are ZAR and TRY (2016: ZAR and TRY).
The Group did not have any outstanding interest rate swaps at 31 December 2017.
The potential impact on the Group's combined and consolidated equity resulting from the application of +50 basis points to the variable interest rate exposure would be a loss of €2 million (2016: gain of €1 million) and vice versa for a -50 fall in basis points.
In addition to the above, the Group swaps euro and sterling debt into other currencies through the foreign exchange market using foreign exchange contracts which has the effect of exposing the Group to the interest rates of these currencies. The currencies swapped into/(out of) and the amounts as at 31 December were as follows:
| € million | 2017 | 2016 |
|---|---|---|
| Short-dated contracts with tenures of less than 12 months | ||
| Pounds sterling | 7 | 12 |
| Czech koruna | 251 | 188 |
| Polish zloty | 297 | 317 |
| Russian rouble | (164) | 27 |
| Swedish krona | 31 | 39 |
| US dollar | 96 | 119 |
| Other | 89 | 96 |
| Total swapped | 607 | 798 |
The Group's credit risk is mainly confined to the risk of customers defaulting on sales invoices raised. The Group's exposure to the credit risk inherent in its trade receivables and the associated risk management techniques that the Group deploys in order to mitigate this risk are discussed in note 15.
Several Group entities have also issued certain financial guarantees to external counterparties in order to achieve competitive funding rates for specific debt agreements entered into by other Group entities. None of these financial guarantees contractually obligates the Group to pay more than the recognised financial liabilities in the entities concerned. As a result, these financial guarantee contracts have no bearing on the credit risk profile of the Group as a whole.
Liquidity risk is the risk that the Group could experience difficulties in meeting its commitments to creditors as financial liabilities fall due for payment. The Group manages its liquidity risk by using reasonable and retrospectively assessed assumptions to forecast the future cashgenerative capabilities and working capital requirements of the businesses it operates and by maintaining sufficient reserves, committed borrowing facilities and other credit lines as appropriate.
The following table shows the amounts available to draw down on the Group's committed loan facilities:
| € million | 2017 | 2016 |
|---|---|---|
| Expiry date | ||
| Within one year | 58 | 62 |
| Two to five years | 733 | 750 |
| Total credit available (see note 18) | 791 | 812 |
Forecast liquidity represents the Group's expected cash inflows, principally generated from sales made to customers, less the Group's expected cash outflows, principally related to the payment of employees, supplier payments and the repayment of borrowings plus the payment of any interest accruing thereon. The matching of these cash inflows and outflows rests on the expected ageing profiles of the underlying assets and liabilities.
Short-term financial assets and financial liabilities are primarily represented by the Group's trade receivables and trade payables. The matching of the cash flows that result from trade receivables and trade payables typically takes place over a period of three to four months from recognition in the combined and consolidated statement of financial position and is managed to ensure the ongoing operating liquidity of the Group.
Financing cash outflows may be longer-term in nature. The Group does not hold long-term financial assets to match against these commitments, but is significantly invested in long-term non-financial assets which generate the sustainable future cash inflows, net of future capital expenditure requirements, needed to service and repay the Group's borrowings.
Derivative financial instruments are carried at fair value. At 31 December 2017, the Group recognised total derivative assets of €13 million (2016: €6 million) and derivative liabilities of €8 million (2016: €23 million). The full net asset of €5 million (2016: net liability of €17 million) will mature within one year.
The notional amount of €1,605 million (2016: €1,149 million) is the aggregate face value of all derivatives outstanding at the reporting date. They do not indicate the contractual future cash flows of the derivative instruments held or their current fair value and, therefore, do not indicate the Group's exposure to credit or market risks. Of the €1,605 million (2016: €1,149 million) aggregate notional amount, €1,305 million (2016: €970 million) relates to the economic hedging of foreign exchange exposures on short-term inter-company funding balances, which are fully eliminated on consolidation.
The Group designates certain derivative financial instruments as cash flow hedges. The fair value gains/(losses) are reclassified from the cash flow hedge reserve to profit and loss in the period when the hedged transaction affects profit and loss. For non-current nonfinancial assets, these gains/(losses) are included in the carrying value of the asset and depreciated over the same useful life as the cost of the asset.
No fair value gains/(losses) (2016: gains of €1 million) were reclassified from the cash flow hedge reserve to property, plant and equipment during the current year. There was no ineffectiveness recognised in profit or loss arising on cash flow hedges for both years presented.
Overview
The Group and its subsidiaries, in the ordinary course of business, enter into various sale, purchase and service transactions with equity accounted investees and others in which the Group has a material interest. These transactions are under terms that are no less favourable than those arranged with third parties. These transactions, in total, are not considered to be significant.
Transactions between Mondi Limited, Mondi plc and their respective subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
| Associates | ||||
|---|---|---|---|---|
| € million | 2017 | 2016 | ||
| Sales to related parties | 22 | 16 | ||
| Purchases from related parties | 194 | 186 | ||
| Receivables due from related parties | 2 | 2 | ||
| Payables due to related parties | 30 | 32 |
In accordance with IAS 24, 'Related Party Disclosures', key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, and includes directors (both executive and nonexecutive) of Mondi Limited and Mondi plc. The Boards and those members of the DLC executive committee who are not directors comprise the key management personnel of the Group. The remuneration of the directors is disclosed in the Remuneration report.
| € million | 2017 | 2016 |
|---|---|---|
| Salaries and short-term employee benefits | 8.5 | 7.3 |
| Non-executive directors | 1.1 | 1.1 |
| Defined contribution plan payments | 0.9 | 0.9 |
| Social security costs | 1.2 | 1.2 |
| Share-based payments | 6.6 | 5.1 |
| Total | 18.3 | 15.6 |
The information presented in the table above, in conjunction with the audited information included in the Remuneration report, satisfies the disclosure requirements of the Companies Act of South Africa 2008 Section 30(4) to (6) with regard to the remuneration of prescribed officers of the Group.
Details of the transactions between the Group and its pension and post-retirement medical plans are disclosed in note 22.
The subsidiaries of the Group as at 31 December 2017 are set out in note 6 of the Mondi Limited parent company financial statements and note 9 of the Mondi plc parent company financial statements. All of these interests are combined and consolidated within the Group's financial statements.
The Group has no material joint ventures or associates.
Refer to Mondi's global footprint on pages 8 and 9 for more information on the places of operation.
| Proportion of ownership interests and voting rights held Profit attributable to non by non-controlling interests controlling interests |
Equity attributable to non controlling interests |
|||||
|---|---|---|---|---|---|---|
| € million | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Mondi SCP a.s.1 | 49 | 49 | 32 | 45 | 263 | 245 |
| Individually immaterial subsidiaries with non-controlling interests1 |
11 | 3 | 62 | 59 | ||
| Total | 43 | 48 | 325 | 304 |
Note:
1 Mondi SCP a.s. disclosure for 2016 has been restated to include its Austrian subsidiaries Mondi Neusiedler GmbH and Ybbstaler Zellstoff GmbH, which were previously included within individually immaterial subsidiaries with non-controlling interests
Summarised financial information of the Group's material non-controlling interest is as follows:
| € million | 2017 | 2016 |
|---|---|---|
| Statement of financial position | ||
| Non-current assets | 503 | 514 |
| Current assets | 343 | 298 |
| Current liabilities | (220) | (214) |
| Non-current liabilities | (80) | (89) |
| Net assets | 546 | 509 |
| Equity attributable to owners of the company | 283 | 264 |
| Equity attributable to non-controlling interests | 263 | 245 |
| Income statement and statement of comprehensive income | ||
| Revenue | 770 | 722 |
| Operating costs (including taxation) | (699) | (631) |
| Profit for the year | 71 | 91 |
| Attributable to owners of the company | 39 | 46 |
| Attributable to non-controlling interests | 32 | 45 |
| Profit and total comprehensive income for the year | 71 | 91 |
| Dividends paid to non-controlling interests | 20 | 29 |
| Statement of cash flows | ||
| Net cash inflow from operating activities | 111 | 156 |
| Net cash outflow from investing activities | (37) | (46) |
| Net cash outflow from financing activities | (34) | (83) |
| Net cash inflow | 40 | 27 |
Note:
1 Mondi SCP a.s. disclosure for 2016 has been restated to include its Austrian subsidiaries Mondi Neusiedler GmbH and Ybbstaler Zellstoff GmbH, being a subconsolidation of Mondi SCP a.s.
The summarised financial information represents amounts before intra-group eliminations.
In addition to the final ordinary and special dividends proposed for 2017 (see note 9), there has been the following material reportable event since 31 December 2017:
e A new €600 million one year multicurrency revolving credit facility was signed on 22 February 2018 on nominal commercial terms for such a facility. The facility will be used for general corporate purposes.
Governance
Strategic report
Overview
The combined and consolidated financial statements incorporate the revenues, expenses, assets, liabilities, equity and cash flows of Mondi Limited and Mondi plc, and of their respective subsidiaries (together the Group), and the Group's share of equity accounted investees drawn up to 31 December each year. All intra-group balances and transactions are eliminated.
A subsidiary is an entity over which the Group has control. Control is evident where the Group is exposed to, or has rights to, variable returns from its involvement with that entity and has the ability to affect those returns through its power over that entity. The results of subsidiaries acquired or disposed of during the years presented are included in the combined and consolidated income statement from the effective date of acquiring control or up to the effective date of disposal.
Non-controlling interests are measured, at initial recognition, as the non-controlling proportion of the fair values of the assets and liabilities recognised at acquisition.
After initial recognition, non-controlling interests are measured as the aggregate of the value at initial recognition and their subsequent proportionate share of profits and losses less any distributions made.
Changes in the Group's interests in subsidiaries that do not result in a change in control are accounted for as equity transactions. Any resulting difference between the amount by which the non-controlling interests is adjusted and the fair value of the consideration payable or receivable is recognised directly in equity and attributed to the shareholders.
Foreign currency transactions are translated into the functional currency of the entity that has undertaken the transaction using the exchange rates ruling on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing on the reporting date. Gains and losses arising on translation are included in the combined and consolidated income statement and are classified as either operating or financing consistent with the nature of the monetary item giving rise to them.
The Group's results are presented in euro, the currency in which most of its business is conducted. On consolidation, the assets and liabilities of the Group's overseas operations are translated into the presentation currency of the Group at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the month in which they occur where these approximate the rates on the dates of the underlying transactions. Exchange differences, if any, are recognised directly in other comprehensive income, and accumulated in equity. Such translation differences are reclassified to profit and loss only on disposal or partial disposal of the overseas operation.
Assets and liabilities that are measured at fair value, or where the fair value of financial instruments has been disclosed in notes to the combined and consolidated financial statements, are based on the following fair value measurement hierarchy:
The assets measured at fair value on level 3 of the fair value measurement hierarchy are the Group's forestry assets as set out in note 13, certain assets acquired or liabilities assumed in business combinations, and put options held by non-controlling interests.
The fair values of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) are determined using generally accepted valuation techniques. These valuation techniques maximise the use of observable market data and rely as little as possible on Group specific estimates.
Specific valuation methodologies used to value financial instruments include:
The Group's operating segments are reported in a manner consistent with the internal reporting provided to the DLC executive committee, the chief operating decision-making body. The operating segments are managed based on the nature of the underlying products produced by those businesses and comprise four distinct segments.
Each of the reportable segments derives its income from the sale of manufactured products.
The operating segment measures adhere to the recognition and measurement criteria presented in the Group's accounting policies and are presented on an underlying basis, excluding special items. The Group has presented certain non-IFRS measures by segment to supplement the user's understanding. All intra-group transactions are conducted on an arm's length basis.
The Group's measure of net segment assets includes the allocation of net retirement benefits assets and liabilities. The measure of segment results exclude, however, the financing effects of the Group's defined benefit retirement plans. In addition, the Group's measure of net segment assets does not include an allocation for derivative assets and liabilities, non-operating receivables and payables and assets held for sale and associated liabilities. The measure of segment results includes the effects of certain movements in these unallocated balances.
There has been no change in the basis of measurement of segment profit and loss in the financial year.
Revenue is derived principally from the sale of goods and is measured at the fair value of the consideration received or receivable, after deducting discounts, volume rebates, value added tax and other sales taxes. A sale is recognised when the significant risks and rewards of ownership have been transferred to the customer. This is when title and insurance risk have passed to the customer which is typically when the goods have been delivered to a contractually agreed location.
Income generated from the sale of green energy and CO2e credits issued under international trading schemes is measured at the consideration received in exchange for transferring such credits. The income is recorded within other net operating expenses in the combined and consolidated income statement when ownership rights pass to the buyer. Any unsold green energy credits are recorded in inventory.
Interest income, which is derived from cash and cash equivalents and other interest-bearing financial assets, is accrued on a time proportion basis, by reference to the principal outstanding and at the applicable effective interest rate. Interest income is included in net finance costs.
The tax expense represents the sum of the current tax charge and the movement in deferred tax.
The current tax charge is based on taxable profit for the year. The Group's asset/liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date. The Group is regularly subjected to routine tax audits. Provision is made based on the tax laws in the relevant country and the expected outcomes of any negotiations or settlements.
The Group is subject to corporate taxes in a number of jurisdictions and a degree of estimation and judgement is required in determining the appropriate tax provision for transactions where the tax treatment is uncertain. In these circumstances, the Group recognises provisions for taxes based on information available where the anticipated liability is both probable and estimable.
Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amount of assets and liabilities in the Group's combined and consolidated financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from the initial recognition of goodwill or from the initial recognition, other than in a business combination, of other assets and liabilities in a transaction that affects neither the tax profit nor accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date. The carrying amount is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered within a reasonable period of time. Similarly, it is increased to the extent that it becomes probable that sufficient taxable profit will be available in the future for all or part of the deferred tax asset to be recovered within a reasonable period of time.
Deferred tax is calculated at the tax rates that have been enacted or substantively enacted and are expected to apply in the year when the liability is settled or the asset is realised. Deferred tax is charged or credited to the combined and consolidated income statement, except when it relates to items charged or credited directly to other comprehensive income and accumulated in equity, in which case the deferred tax is also taken directly to other comprehensive income and accumulated in equity.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same tax authority and the Group intends to settle its current tax assets and liabilities on a net basis.
The Group applies the initial recognition exemption model to account for any investment tax credits. Deferred tax is not recognised for temporary differences relating to investment tax credits due to the availability of the initial recognition exemption.
Basic EPS is calculated by dividing net profit attributable to ordinary shareholders by the weighted average number of the sum of ordinary Mondi Limited and Mondi plc shares in issue during the year, net of treasury shares.
For diluted EPS, the weighted average number of the sum of Mondi Limited and Mondi plc ordinary shares in issue, net of treasury shares, is adjusted to assume conversion of all dilutive potential ordinary shares. At present these only include share awards granted to employees. Potential or contingent share issues are treated as dilutive when their conversion to shares would decrease EPS.
Property, plant and equipment principally comprise land and buildings, plant and equipment and assets in the course of construction.
Property, plant and equipment is stated at cost less accumulated depreciation and impairment. Land and assets in the course of construction are carried at cost less impairment. Cost includes site preparation, the purchase price of the equipment and directly attributable labour and installation costs. Borrowing costs are capitalised on qualifying assets. The capitalisation of costs ceases when the asset is in the location and condition necessary for it to be capable of commercial operation. Start-up and ongoing maintenance costs are not capitalised.
Depreciation is charged to the combined and consolidated income statement so as to write off the cost of assets, other than land and assets in the course of construction, over their estimated useful lives on a straight-line basis to their estimated residual values. Residual values and useful lives are reviewed at least annually. Depreciation commences when the assets are ready for their intended use. Estimated useful lives range from three years to 20 years for items of plant and equipment and other categories and to a maximum of 50 years for buildings.
Intangible assets are measured initially at purchase consideration and are amortised on a straight-line basis over their estimated useful lives. Estimated useful lives vary between three years and 10 years and are reviewed at least annually.
Research expenditure is expensed in the year in which it is incurred. Development costs are capitalised when the completion of the asset is both commercially and technically feasible and are amortised on a systematic basis over the economic life of the related development. Development costs are recognised immediately as an expense if they do not qualify for capitalisation.
At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated. If the recoverable amount of an asset, or cash-generating unit (CGU) to which the asset relates, is less than its carrying amount, the carrying amount of the asset, or CGU, is reduced to its recoverable amount and an impairment recognised as an expense.
The recoverable amount of the asset, or CGU, is the higher of its fair value less costs of disposal and its value-in-use. In assessing valuein-use, the estimated future cash flows generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the smallest CGU to which the asset belongs.
Where the underlying circumstances change such that a previously recognised impairment subsequently reverses, the carrying amount of the asset, or CGU, is increased to the revised estimate of its recoverable amount. Such a reversal is limited to the carrying amount that would have been determined had no impairment been recognised for the asset, or CGU, in prior years. A reversal of an impairment is recognised in the combined and consolidated income statement.
Owned forestry assets are measured at fair value less costs to sell, calculated by applying the expected selling price, less costs to harvest and deliver, to the estimated volume of timber on hand at each reporting date. The fair value less costs to sell is determined using a market approach. The estimated volume of timber on hand is determined based on the maturity profile of the area under afforestation, the species, the geographic location and other environmental considerations and excludes future growth. The product of these is then adjusted for risks associated with forestry assets.
Changes in fair value are recognised in the combined and consolidated income statement within other net operating expenses. At point of felling, the carrying value of forestry assets is transferred to inventory.
Directly attributable costs incurred during the year of biological growth and investments in standing timber are capitalised and presented within cash flows from investing activities.
At the date of acquisition the identifiable assets, liabilities and contingent liabilities of a subsidiary or equity accounted investee are recorded at their fair values on acquisition date. Assets and liabilities which cannot be measured reliably are recorded at provisional fair values, which are finalised within 12 months of the acquisition date.
The cost of a business combination includes the fair value of assets provided, liabilities incurred or assumed, and any equity instruments issued by a Group entity, in exchange for control of an acquiree. The directly attributable costs associated with a business combination are expensed as incurred.
Any excess of the cost of the acquisition over the fair values of the identifiable net assets acquired is attributed to goodwill. Goodwill is subsequently measured at cost less any impairment.
Goodwill arising on business combinations is allocated to the group of CGUs that is expected to benefit from the synergies of the combination and represents the lowest level at which goodwill is monitored for internal management purposes. The recoverable amount of the CGU to which goodwill has been allocated is tested for impairment annually in the fourth quarter of each financial year and when events or changes in circumstances indicate that it may be impaired.
The recoverable amount of a CGU is determined based on value-in-use calculations. Value-in-use calculations use cash flow projections based on financial budgets covering a three-year period that are based on the latest forecasts for revenue and costs as approved by the Boards. Projected revenues and costs are determined taking into consideration relevant industry forecasts for individual product lines, management's projections, historical performance and announced industry capacity changes.
Cash flow projections beyond three years are based on internal management projections. Growth rates in the countries in which the Group operates are determined with reference to published gross domestic product information, and for specific product lines are determined with reference to published industry studies.
The discount rate is determined as the Group's weighted average cost of capital using published market data and published borrowing rates and adjusted for country risk and tax.
Any impairment is recognised in the combined and consolidated income statement. Impairments of goodwill are not subsequently reversed.
Inventory is valued at the lower of cost and net realisable value. Cost is determined on the first-in-first-out (FIFO) or weighted average cost basis, as appropriate. Costs comprise direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value is defined as the selling price less any estimated costs of disposal.
Assets are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. Assets classified as held for sale are measured at the lower of carrying amount and fair value less costs of disposal from the date on which these conditions are met.
Any resulting impairment is reported in the combined and consolidated income statement. On classification as held for sale, the assets are no longer depreciated or amortised. Comparative amounts are not adjusted.
Provisions are recognised when the Group has a present obligation as a result of a past event, which it is probable it will be required to settle. Provisions are measured at management's best estimate of the expenditure required to settle the obligation at the reporting date, and are discounted to present value using country specific discount rates for periods matching the duration of the underlying liability where the effect of discounting is material.
The purchase by any Group entity of either Mondi Limited's or Mondi plc's equity instruments results in the recognition of treasury shares. The consideration paid or payable is deducted from equity. Where treasury shares are subsequently sold, reissued or otherwise disposed of, any consideration received or receivable is included in equity attributable to the shareholders of either Mondi Limited or Mondi plc, net of any directly attributable incremental transaction costs and the related tax effects.
Dividend distributions to Mondi Limited's and Mondi plc's ordinary shareholders are recognised as a liability when the dividends are declared and approved. Final dividends are accrued when approved by both Mondi Limited's and Mondi plc's ordinary shareholders at their respective Annual General Meetings and interim dividends are recognised when approved by the Boards.
The Group operates a number of equity-settled, share-based compensation schemes. The fair value of the employee services received in exchange for the grant of share awards is recognised concurrently as an expense and an adjustment to equity. The total amount to be expensed over the vesting period is determined by reference to the fair value of the share awards granted, as adjusted for market performance conditions and non-market vesting conditions. Vesting conditions are included in assumptions about the number of awards that are expected to vest. At each reporting date, the Group revises its estimates of the number of share awards that are expected to vest as a result of changes in non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the combined and consolidated income statement, with a corresponding adjustment to equity.
Financial assets and financial liabilities are recognised in the Group's combined and consolidated statement of financial position when the Group becomes party to the contractual provisions of the instrument.
Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the combined and consolidated income statement.
Cash and cash equivalents comprise cash on hand and demand deposits, together with short-term, highly liquid investments of a maturity of three months or less from the date of acquisition that are readily convertible to a known amount of cash and that are subject to an insignificant risk of changes in value. Bank overdrafts are shown within short-term borrowings in current liabilities in the combined and consolidated statement of financial position. Cash and cash equivalents in the combined and consolidated statement of cash flows and in the presentation of net debt are net of overdrafts.
Overview
Trade receivables and payables are initially recognised at fair value and are subsequently carried at amortised cost using the effective interest rate method. Trade receivables are reduced by an allowance for impairment.
Written put options on the shares of a subsidiary held by non-controlling interests give rise to a financial liability for the present value of the expected redemption amount. The liability that may become payable under the arrangement is initially recognised at fair value with a corresponding entry directly in equity. Subsequent changes to the fair value of the liability are recognised in the combined and consolidated income statement.
Interest bearing loans and overdrafts are initially recognised at fair value, net of direct transaction costs. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds, net of transaction costs, and the redemption value is recognised in the combined and consolidated income statement over the term of the borrowings using the effective interest rate method.
Interest on borrowings directly relating to the acquisition, construction or production of qualifying assets is capitalised until such time as the assets are substantially ready for their intended use or sale. Where funds have been borrowed specifically to finance a project, the amount capitalised represents the actual borrowing costs incurred. Where the funds used to finance a project form part of general borrowings, the amount capitalised is calculated using a weighted average of rates applicable to relevant general borrowings of the Group during the construction period.
All other borrowing costs are recognised in the combined and consolidated income statement in the period in which they are incurred.
The Group enters into forward, option and swap contracts in order to hedge its exposure to foreign exchange, interest rate and commodity price risks.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and subsequently measured at fair value in the combined and consolidated statement of financial position within derivative financial instruments.
Changes in the fair value of derivative instruments that are not formally designated in hedge relationships are recognised immediately in the combined and consolidated income statement and are classified within operating profit or net finance costs, depending on the type of risk to which the derivative relates.
The effective portion of changes in the fair value of derivative financial instruments that are designated as hedges of future cash flows are recognised directly in other comprehensive income and accumulated in equity. The gain or loss relating to the ineffective portion is recognised immediately in the combined and consolidated income statement. If the cash flow hedge of a forecast transaction results in the recognition of a non-financial asset then, at the time the asset is recognised, the associated gains or losses on the derivative that had previously been recognised in the Group's cash flow hedge reserve in equity are included in the initial measurement of the asset. For hedges that do not result in the recognition of a non-financial asset, amounts deferred in the Group's cash flow hedge reserve in equity are recognised in the combined and consolidated income statement in the same period in which the hedged item affects profit and loss on a proportionate basis.
Hedge accounting is discontinued when the hedge relationship is revoked or the hedging instrument expires or is sold, terminated, exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss deferred in equity remains in equity and is recognised in the combined and consolidated income statement when the forecast transaction is ultimately recognised. If a hedge transaction is no longer expected to occur, the net cumulative gain or loss deferred in equity is included immediately in the combined and consolidated income statement.
The Group operates defined benefit pension plans and defined contribution pension plans for the majority of its employees as well as post-retirement medical plans.
For defined contribution plans, the amount charged to the combined and consolidated income statement is the contributions paid or payable during the reporting period.
For defined benefit pension and post-retirement medical plans, actuarial valuations are performed at each financial year end using the projected unit credit method. The average discount rate for the plans' liabilities is based on investment grade rated corporate bonds or similar government bonds of a suitable duration and currency. Plans' assets are measured using market values at the end of the reporting period.
The net retirement benefits liability recognised in the combined and consolidated statement of financial position represents the present value of the defined benefit liability as reduced by the fair value of any plan assets.
Any increase in the present value of plan liabilities expected to arise from employee service during the year is charged to operating profit as service costs. Past service costs resulting from plan amendments or curtailments and gains or losses on settlements are charged to operating profit. A net interest expense or net interest income is calculated by applying the discount rate, on a per plan basis, to the net defined benefit liability or asset and recognised in the combined and consolidated income statement within net finance costs.
Remeasurements comprising actuarial gains and losses and the return on plan assets (after recognising the net finance charge) are charged or credited to equity in other comprehensive income, net of deferred tax, in the reporting period in which they occur. Remeasurements recorded in other comprehensive income are not recycled to the combined and consolidated income statement, but those amounts recognised in other comprehensive income may be transferred within equity.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The Group has no material finance lease arrangements.
Rental costs under operating leases are charged to the combined and consolidated income statement in equal annual amounts over the lease term unless another systematic basis is more representative of the pattern of use.
The Group presents certain measures of financial performance, position or cash flows in the combined and consolidated financial statements that are not defined or specified according to IFRS. These measures, referred to as Alternative Performance Measures (APMs), are prepared on a consistent basis for all periods presented in this report.
The most significant APMs are:
A measure comprising short, medium, and long-term interest-bearing borrowings and the fair value of debt-related derivatives less cash and cash equivalents and current financial asset investments. Net debt provides a measure of the Group's net indebtedness or overall leverage.
Trailing 12-month underlying operating profit, including share of equity accounted investees' net profit/(loss), divided by trailing 12-month average capital employed and for segments has been extracted from management reports. Capital employed is adjusted for spend on those strategic projects which are not yet in production. ROCE provides a measure of the efficient and effective use of capital in the business and is used for incentive purposes.
Those financial items which the Group considers should be separately disclosed on the face of the combined and consolidated income statement to assist in understanding the underlying financial performance achieved by the Group. Such items are generally material by nature and exceed €10 million and the Group, therefore, excludes these items when reporting underlying earnings and related measures in order to provide a measure of the underlying performance of the Group on a basis that is comparable from year to year.
Overview
Operating profit before special items, depreciation, amortisation and impairments not recorded as special items. Underlying EBITDA provides a measure of the absolute growth in the cash generating ability of the business and is used for incentive purposes.
Operating profit before special items. Underlying operating profit provides a measure of operating performance and absolute growth in profitability of the operations.
Profit before tax and special items. Underlying profit before tax provides a measure of the absolute growth in profitability before tax.
Net profit after tax attributable to shareholders, before special items. Underlying earnings (and the related per share measure based on the basic, weighted average number of ordinary shares outstanding), provides a measure of the Group's absolute growth in earnings.
Underlying EPS excludes the impact of special items and is a non-IFRS measure. It is included to provide an additional basis on which to measure the Group's earnings performance. The presentation of headline EPS is mandated under the Listings Requirements of the JSE Limited and is calculated in accordance with Circular 2/2015, 'Headline Earnings', as issued by the South African Institute of Chartered Accountants.
A measurement of the Group's cash generation before considering deployment of cash towards investment in property, plant and equipment ('capex' or 'capital expenditure'), acquisition and disposals and payment of dividends to shareholders. Cash flow generation is a measure of the Group's ability to generate cash through the cycle before considering deployment of such cash.
Underlying EBITDA expressed as a percentage of revenue provides a measure of the cash generating ability relative to revenue.
Underlying operating profit expressed as a percentage of revenue provides a measure of the profitability of the operations relative to revenue.
Basic underlying EPS divided by total ordinary dividend per share paid and proposed provides a measure of the Group's earnings relative to its deployment towards ordinary dividend payments.
Net debt divided by trailing 12-month underlying EBITDA. A measure of the Group's net indebtedness relative to its cash generating ability.
Underlying tax charge expressed as a percentage of underlying profit before tax. A measure of the Group's tax charge relative to its profit before tax expressed on an underlying basis.
Working capital, defined as the sum of trade and other receivables and inventories less trade and other payables, expressed as a percentage of trailing 12-month Group revenue. A measure of the Group's effective use of working capital relative to revenue.
Capex and investment in intangible assets divided by depreciation, amortisation and non-special impairments provides a measure of reinvestment into the Group's asset base relative to depreciation, amortisation and impairments.
The following amendments to Standards have been adopted for the financial year beginning on 1 January 2017, and have had no significant impact on the Group's results:
e IAS 7 – Statements of Cash Flows, disclosure initiative
e IAS 12 – Income Taxes
The following new Standards are effective, or will be early adopted, for the financial year beginning on 1 January 2018, and are expected to have an impact on the Group's results:
p IFRS 9 – Financial Instruments
Given the nature of the Group's business, while the Group's assessment of the impact of this standard is ongoing, no material impact is expected in respect of the measurement of financial instruments. The revised financial instrument categories will result in changes in classification and additional disclosures.
Given the nature of the Group's revenue streams, while the Group's assessment of the impact of this standard is ongoing, the Group does not expect any significant changes to the timing and recognition of revenue and no material impact is expected in the Group's results. Additional disclosures will be required.
The Group has elected to early adopt the Standard with full retrospective application and the practical expedients detailed below.
IFRS 16 introduces a single lease accounting model, requiring a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. The lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset, and a lease liability representing its obligation to make lease payments. Thus, leases classified as operating leases with lease payments recorded in the income statement under the existing policy will be included in the combined and consolidated statement of financial position.
The new treatment of leases will result in an increase in non-current assets and financial liabilities as these leases are capitalised as well as an increase in underlying EBITDA, offset by an increase in depreciation and an increase in finance charges. This will result in a higher operating profit. The depreciation charge is constant over the lease period, but finance charges decrease as the remaining lease liability decreases, resulting in a net reduction in profit before tax in the early part of a lease arrangement but a positive profit impact towards the end of the contract in contrast to the typical straight-line treatment of existing operating lease expenses.
Net debt is expected to increase due to the recognition of lease liabilities which are considered financial liabilities, whilst working capital will remain unaffected. Group return on capital employed is expected to decrease due to the recognition of the lease liability increasing net debt, resulting in a higher capital employed. A higher operating profit is expected to only partially offset this impact on Group return on capital employed.
Cash generated from operations is expected to increase due to certain lease expenses no longer being recognised as operating cash outflows, but this will be offset by a corresponding increase in cash used in financing activities due to repayments of the principal on lease liabilities. Net cash flow will remain unchanged.
Whilst the Group is party to more than 1,000 leases, a large proportion of the Group's lease agreements are short-term in nature and not individually material in value. The Group has elected to apply a practical expedient which excludes lease agreements which are short-term in nature and not individually material in value from being classified as leases in terms of IFRS 16.
The Group has also elected to adopt the transitional practical expedient such that the IFRS 16 definition of a lease would only be applied to assess whether contracts entered into after the date of initial application (1 January 2018) are, or contain leases. All contracts previously assessed not to contain leases are not revisited.
The Group's assessment of the impact of adopting this Standard is in the process of being finalised, but the estimated range of potential impact on the Group's key metrics as at 31 December 2017 is as follows:
| e Total assets: | increase | 2–3% |
|---|---|---|
| e Total liabilities: | increase | 5–7% |
| e Net debt: | increase | 12–19% |
| e Underlying EBITDA: | increase | 2–3% |
| e Underlying operating profit: | increase | marginal |
| e Operating profit: | increase | marginal |
| e Tax charge: | decrease | marginal |
| e Profit for the year: | decrease | marginal |
| e Return on capital employed: | decrease | 0.4–0.5 points |
The following new and amended Standards and Interpretations are also effective for the financial year beginning on 1 January 2018, and will have no significant impact on the Group's results:
e Annual improvements 2014–2016 cycle
e Amendments to IAS 40 – Investment Property
e IFRIC 22 – Foreign currency transactions and advance consideration
| ZAR million | Notes | 2017 | 2016 | |
|---|---|---|---|---|
| Property, plant and equipment | 5,497 | 5,619 | ||
| Forestry assets | 3,863 | 3,724 | ||
| Investment in and loans to subsidiaries | 2 | 52 | 52 | |
| Financial asset investments | — | 23 | ||
| Total non-current assets | 9,412 | 9,418 | Ov | |
| Inventories | 1,039 | 768 | erv iew |
|
| Trade and other receivables | 1,781 | 1,477 | ||
| Investment in and loans to subsidiaries | 2 | 96 | 172 | |
| Current tax asset | — | 32 | ||
| Financial asset investments | 165 | 188 | ||
| Financial instruments | 45 | 5 | ||
| Cash and cash equivalents | 4 | 1 | ||
| Total current assets | 3,130 | 2,643 | ||
| Total assets | 12,542 | 12,061 | ||
| Short-term borrowings | (1,948) | (1,218) | Str | |
| Trade and other payables | (1,102) | (1,111) | ate | |
| Current tax liability | (86) | — | gic rep |
|
| Provisions | (65) | (59) | ort | |
| Total current liabilities | (3,201) | (2,388) | ||
| Net retirement benefits liability | (773) | (797) | ||
| Deferred tax liabilities | (1,645) | (1,773) | ||
| Provisions | (2) | (28) | ||
| Total non-current liabilities | (2,420) | (2,598) | ||
| Total liabilities | (5,621) | (4,986) | ||
| Net assets | 6,921 | 7,075 | ||
| Equity | Go ver |
|||
| Stated capital | 3 | 4,188 | 4,188 | nan |
| Retained earnings and other reserves | 2,733 | 2,887 | ce | |
| Total equity | 6,921 | 7,075 |
Note:
1 The above statement of financial position is an extract of the audited Mondi Limited parent company financial statements for the year ended 31 December 2017. The full set of audited financial statements for Mondi Limited parent company is available on the Group's website
The statement of financial position and statement of changes in equity of Mondi Limited and related notes were approved by the board and authorised for issue on 1 March 2018 and were signed on its behalf by:
| Peter Oswald | Andrew King |
|---|---|
| Director | Director |
Mondi Limited company registration number: 1967/013038/06
| ZAR million | Stated capital | Retained earnings |
Other reserves | Total equity |
|---|---|---|---|---|
| At 1 January 2016 | 4,188 | 2,500 | 83 | 6,771 |
| Total comprehensive income/(expense) for the year | — | 1,458 | (25) | 1,433 |
| Dividends | — | (1,111) | — | (1,111) |
| Shares vested from Mondi Incentive Schemes Trust | — | (41) | — | (41) |
| Mondi share schemes' charge | — | — | 26 | 26 |
| Issue of shares under employee share schemes | — | 19 | (22) | (3) |
| At 31 December 2016 | 4,188 | 2,825 | 62 | 7,075 |
| Total comprehensive income for the year | — | 940 | 44 | 984 |
| Dividends | — | (973) | — | (973) |
| Shares vested from Mondi Incentive Schemes Trust | — | (30) | — | (30) |
| Mondi share schemes' charge | — | — | 34 | 34 |
| Issue of shares under employee share schemes | — | 35 | (36) | (1) |
| Acquisition of business | — | (168) | — | (168) |
| At 31 December 2017 | 4,188 | 2,629 | 104 | 6,921 |
Note:
1 The above statement of changes in equity is an extract of the audited Mondi Limited parent company financial statements for the year ended 31 December 2017. The full set of audited financial statements for Mondi Limited parent company is available on the Group's website
for the year ended 31 December 2017
The statement of financial position and selected notes of Mondi Limited have been prepared in accordance with applicable International Financial Reporting Standards (IFRS) under the historical cost convention.
The principal accounting policies applied by Mondi Limited are the same as those presented in notes 1 and 33 to the combined and consolidated Group financial statements, to the extent that the Group's transactions and balances are applicable to the company financial statements. Principally, the accounting policies which are not directly relevant to Mondi Limited parent company financial statements are those relating to consolidation accounting and the recognition and subsequent measurement of goodwill.
The accounting policy, which is additional to those applied by the Group, is stated as follows:
Investments in subsidiaries and associates are reflected at cost less amounts written off and provisions for any impairments. Any potential impairment is determined on a basis consistent with the accounting policy on the impairment of goodwill.
The accounting estimates and critical judgements applied by the key management of Mondi Limited are discussed in the Group's combined and consolidated financial statements (see note 1). In addition, the carrying value of investments is considered a critical judgement.
| ZAR million | 2017 | 2016 |
|---|---|---|
| Unlisted | ||
| Shares at cost | 62 | 62 |
| Loans advanced | 96 | 418 |
| Impairment | (10) | (256) |
| Total investments in subsidiaries | 148 | 224 |
| Repayable within one year classified as a current asset | (96) | (172) |
| Total long-term investments in subsidiaries | 52 | 52 |
Full disclosure of the stated capital of Mondi Limited is set out in note 20 of the Group's combined and consolidated financial statements.
There were no contingent liabilities to be disclosed and no acquired contingent liabilities to be recorded in Mondi Limited's statement of financial position for either year presented. Mondi Limited has issued financial guarantees to suppliers for services rendered in the ordinary course of business of ZAR72 million (2016: ZAR76 million). The likelihood of these financial guarantees being called is considered to be remote and therefore the estimated financial effect of issuance is ZARnil (2016: ZARnil).
Mondi Limited is subject to certain legal proceedings, claims, complaints and investigations arising out of the ordinary course of business. Legal proceedings may include, but are not limited to, alleged breach of contract and alleged breach of environmental, competition, securities and health and safety laws. Mondi Limited may not be insured fully, or at all, in respect of such risks. Mondi Limited cannot predict the outcome of individual legal actions or claims or complaints or investigations. Mondi Limited may settle litigation or regulatory proceedings prior to a final judgment or determination of liability. Mondi Limited may do so to avoid the cost, management efforts or negative business, regulatory or reputational consequences of continuing to contest liability, even when it considers it has valid defences to liability. Mondi Limited considers that no material loss to Mondi Limited is expected to result from these legal proceedings, claims, complaints and investigations. Provision is made for all liabilities that are expected to materialise through legal and tax claims against Mondi Limited.
In addition to the proposed final ordinary and special dividends for 2017, included in note 9 of the Group's combined and consolidated financial statements, there has been the following material reportable event since 31 December 2017:
e A new €600 million one year multicurrency revolving credit facility was signed on 22 February 2018 on nominal commercial terms for such a facility. The facility will be used for general corporate purposes.
All shares are held directly except where noted. Except where stated, the shares held are ordinary shares.
| Company | Registered office | % of shares held by Group |
|---|---|---|
| Côte d'Ivoire | ||
| La Sacherie Moderne SA1 | Zone Industrielle de Yopougon 01, Abidjan, BP 5676 | 50.0 |
| South Africa | ||
| Arctic Sun Trading 17 Proprietary Limited1 | Unit 4, 57 St. Andrews Drive, Durban North, 4051 | 50.0 |
| Bongani Development Close Corporation | 4th Floor, No 3 Melrose Boulevard, Melrose Arch, 2196 | 100.0 |
| Golden Pond Trading 250 Proprietary Limited1 | 3 Joyner Road, Prospecton, 4110 | 49.0 |
| Khulanathi Forestry Proprietary Limited1 | Lakeside Terrace, 3rd Floor, ABSA Building, Richards Bay, 3900 | 30.0 |
| Mbulwa Estate Proprietary Limited1 | 4th Floor, No 3 Melrose Boulevard, Melrose Arch, 2196 | 50.0 |
| Mondi Africa Holdings Proprietary Limited | 4th Floor, No 3 Melrose Boulevard, Melrose Arch, 2196 | 100.0 |
| Mondi Forestry Partners Programme Proprietary Limited1 | 380 Old Howick Road, Mondi House, Hilton, 3245 | 100.0 |
| Mondi Newsprint Proprietary Limited2 | 4th Floor, No 3 Melrose Boulevard, Melrose Arch, 2196 | 100.0 |
| Mondi Sacherie Moderne Holdings Proprietary Limited | 4th Floor, No 3 Melrose Boulevard, Melrose Arch, 2196 | 100.0 |
| Mondi Timber (Wood Products) Proprietary Limited | 4th Floor, No 3 Melrose Boulevard, Melrose Arch, 2196 | 100.0 |
| Mondi Timber Limited3 | 4th Floor, No 3 Melrose Boulevard, Melrose Arch, 2196 | 100.0 |
| Mondi Zimele Job Funds Proprietary Limited1 | 380 Old Howick Road, Mondi House, Hilton, 3245 | 100.0 |
| Mondi Zimele Proprietary Limited | 380 Old Howick Road, Mondi House, Hilton, 3245 | 100.0 |
| MZ Business Services Proprietary Limited1 | 128 Lansdowne Road, Jacobs, 4052 | 100.0 |
| MZ Technical Services Proprietary Limited1 | 128 Lansdowne Road, Jacobs, 4052 | 56.0 |
| Professional Starch Proprietary Limited1 | 380 Old Howick Road, Mondi House, Hilton, 3245 | 100.0 |
| Siyaqhubeka Forests Proprietary Limited1 | 4th Floor, No 3 Melrose Boulevard, Melrose Arch, 2196 | 51.0 |
| Zimshelf Eight Investment Holdings Proprietary Limited | 4th Floor, No 3 Melrose Boulevard, Melrose Arch, 2196 | 100.0 |
Notes:
1 These companies are held indirectly
2 Mondi Shanduka Newsprint Proprietary Limited changed name to Mondi Newsprint Proprietary Limited on 31 July 2017
3 The company has ordinary and cumulative preference shares
| € million Notes |
2017 | 2016 |
|---|---|---|
| Fixed asset investments 5 |
2,938 | 2,938 |
| Debtors: due within one year | 16 | 3 |
| Cash and cash equivalents | 132 | 310 |
| Total assets | 3,086 | 3,251 |
| Total creditors: due within one year | (11) | (13) |
| Total provisions: due after more than one year | (1) | (1) |
| Total liabilities | (12) | (14) |
| Net assets | 3,074 | 3,237 |
| Capital and reserves | ||
| Share capital 6 |
103 | 103 |
| Profit or loss account | 2,952 | 3,116 |
| Share-based payments reserve | 19 | 18 |
| Total shareholders' funds | 3,074 | 3,237 |
Mondi plc reported a profit of €56 million (2016: profit of €407 million) for the year ended 31 December 2017. The balance sheet and statement of changes in equity of Mondi plc and related notes were approved by the board and authorised for issue on 1 March 2018 and were signed on its behalf by:
Peter Oswald Andrew King Director Director Mondi plc company registered number: 6209386
| Profit or loss | Share-based payments |
Total | ||
|---|---|---|---|---|
| € million | Share capital | account | reserve | equity |
| At 1 January 2016 | 103 | 2,916 | 16 | 3,035 |
| Total comprehensive income for the year | — | 414 | — | 414 |
| Dividends | — | (207) | — | (207) |
| Issue of shares under employee share schemes | — | 9 | (9) | — |
| Purchases of treasury shares | — | (16) | — | (16) |
| Mondi share schemes' charge | — | — | 11 | 11 |
| At 31 December 2016 | 103 | 3,116 | 18 | 3,237 |
| Total comprehensive income for the year | — | 56 | — | 56 |
| Dividends | — | (208) | — | (208) |
| Issue of shares under employee share schemes | — | 12 | (12) | — |
| Purchases of treasury shares | — | (24) | — | (24) |
| Mondi share schemes' charge | — | — | 13 | 13 |
| At 31 December 2017 | 103 | 2,952 | 19 | 3,074 |
Overview
Mondi plc meets the definition of a qualifying entity under Financial Reporting Standard 100 (FRS 100) issued by the Financial Reporting Council. Accordingly, the financial statements have been prepared in accordance with Financial Reporting Standard 101, 'Reduced Disclosure Framework' (FRS 101) as issued by the Financial Reporting Council.
As permitted by FRS 101, Mondi plc has taken advantage of the disclosure exemptions available under that standard in relation to share-based payments, financial instruments, capital management, presentation of comparative information in respect of certain items, presentation of a cash flow statement, standards not yet effective, impairment of assets and related party transactions.
Where required, equivalent disclosures are given in the Group accounts of Mondi plc, which are publicly available. The results, assets and liabilities of Mondi plc are included in the publicly available combined and consolidated Group financial statements.
Mondi plc has made use of the exemption from presenting a profit and loss account, in accordance with Section 408 of the UK Companies Act 2006.
The financial statements have been prepared on the going concern basis. This is discussed in the Strategic report within Our principal risks under the heading 'Going concern'.
The financial statements are prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The principal accounting policies adopted are described below. They have all been applied consistently throughout the year and the preceding year.
The principal accounting policies applied by Mondi plc are the same as those presented in notes 1 and 33 to the combined and consolidated Group financial statements, to the extent that the Group's transactions and balances are applicable to the company financial statements. Principally, the accounting policies which are not directly relevant to the Mondi plc parent company financial statements are those relating to consolidation accounting and the recognition and subsequent measurement of goodwill.
The accounting policy, which is additional to those applied by the Group, is stated as follows:
Fixed asset investments are stated at cost, less, where appropriate, provisions for impairment. Any potential impairment is determined on a basis consistent with the Group accounting policy on the impairment of goodwill.
The accounting estimates and critical judgements applied by the key management of Mondi plc are discussed in the Group's combined and consolidated financial statements (see note 1). In addition, the carrying value of investments is considered a key estimate.
Disclosure of the audit fees payable to the auditor for the audit of Mondi plc's financial statements is set out in note 4 of the Group's combined and consolidated financial statements.
The share schemes and the underlying assumptions used to estimate the associated fair value charge are set out in note 21 of the Group's combined and consolidated financial statements.
A deferred tax asset of €3 million (2016: €4 million) has not been recognised in relation to temporary differences regarding the sharebased payment arrangements. A deferred tax asset has not been recognised in relation to tax losses brought forward of €26 million (2016: €25 million) due to the low probability of future profit streams or gains against which these could be utilised.
| € million | 2017 | 2016 |
|---|---|---|
| Unlisted | ||
| Shares at cost | 2,938 | 2,938 |
The investment is in Mondi Investments Limited (incorporated in the UK), a wholly-owned subsidiary which acts as an investment holding company.
Full disclosure of the share capital of Mondi plc is set out in note 20 of the Group's combined and consolidated financial statements.
Mondi plc has issued financial guarantees in respect of the UK pension schemes of its subsidiaries, obligations incurred in the ordinary course of business and the borrowings of other Group undertakings. The likelihood of these financial guarantees being called is considered to be remote and, therefore, the estimated financial effect of issuance is nil (2016: nil). The fair value of these issued financial guarantees is deemed to be immaterial.
| € million | 2017 | 2016 |
|---|---|---|
| Pension scheme guarantees | 79 | 82 |
| Guarantees of obligations of subsidiaries of Mondi plc | ||
| – Incurred in the ordinary course of business | 35 | 32 |
| – In favour of banks and bondholders | 2,252 | 2,665 |
| At 31 December | 2,366 | 2,779 |
Mondi plc is subject to certain legal proceedings, claims, complaints and investigations arising out of the ordinary course of business. Legal proceedings may include, but are not limited to, alleged breach of contract and alleged breach of environmental, competition, securities and health and safety laws. Mondi plc may not be insured fully, or at all, in respect of such risks. Mondi plc cannot predict the outcome of individual legal actions or claims or complaints or investigations. Mondi plc may settle litigation or regulatory proceedings prior to a final judgment or determination of liability. Mondi plc may do so to avoid the cost, management efforts or negative business, regulatory or reputational consequences of continuing to contest liability, even when it considers it has valid defences to liability. Mondi plc considers that no material loss to Mondi plc is expected to result from these legal proceedings, claims, complaints and investigations. Provision is made for all liabilities that are expected to materialise through legal and tax claims against Mondi plc.
In addition to the proposed final ordinary and special dividends for 2017, included in note 9 of the Group's combined and consolidated financial statements, there has been the following material reportable event since 31 December 2017:
e A new €600 million one year multicurrency revolving credit facility was signed on 22 February 2018 on nominal commercial terms for such a facility. The facility will be used for general corporate purposes.
All shares are held indirectly through a subsidiary or associated undertaking except where noted. Except where stated, the shares held are ordinary shares.
| % of shares held by |
% of shares held by |
||||||
|---|---|---|---|---|---|---|---|
| Company | Registered office | Principal activities | Group | Company | Registered office | Principal activities | Group |
| Austria | Mondi Holdings Austria GmbH |
Marxergasse 4A, 1030 Vienna | Holding, Corporate | 100.00 | |||
| Future Lignin & Pulp Processing Research Projekt GmbH |
Murmühlweg 2, 8112 Gratwein | Service, Kraft paper | 25.00 | Mondi Industrial Bags GmbH |
Marxergasse 4A, 1030 Vienna | Holding, Industrial bags |
100.00 |
| Mondi AG | Marxergasse 4A, 1030 Vienna | Holding, Corporate | 100.00 | Mondi Korneuburg | Stockerauer Strasse 110, 2100 | Production, | 100.00 |
| Mondi Bags Austria GmbH |
Bahnhofstrasse 3, 8740 Zeltweg Production, | Industrial bags | 100.00 | GmbH | Korneuburg | Consumer packaging |
|
| Mondi Coating Zeltweg GmbH |
Bahnhofstrasse 3, 8740 Zeltweg Production, | Extrusion coatings | 100.00 | Mondi Neusiedler GmbH |
Theresienthalstrasse 50, 3363 Ulmerfeld-Hausmening |
Production, Uncoated fine paper |
51.00 |
| Mondi Coatings GmbH |
Marxergasse 4A, 1030 Vienna | Holding, Extrusion coatings |
100.00 | Mondi Oman Holding GmbH |
Marxergasse 4A, 1030 Vienna | Holding, Industrial bags |
70.00 |
| Mondi Consumer Packaging GmbH |
Marxergasse 4A, 1030 Vienna | Holding, Consumer packaging |
100.00 | Mondi Paper Sales GmbH |
Marxergasse 4A, 1030 Vienna | Distribution, Containerboard, Kraft paper, |
100.00 |
| Mondi Corrugated | Marxergasse 4A, 1030 Vienna | Holding, Corrugated | 100.00 | Uncoated fine paper | |||
| Holding Österreich GmbH |
packaging | Mondi Release Liner Austria GmbH |
Waidhofnerstrasse 11, 3331 Hilm |
Production, Consumer |
100.00 | ||
| Mondi Corrugated | Marxergasse 4A, 1030 Vienna | Service, Corrugated | 100.00 | packaging | |||
| Services GmbH | packaging | Mondi Services AG | Marxergasse 4A, 1030 Vienna | Service, Corporate | 100.00 | ||
| Mondi Frantschach GmbH |
Frantschach 5, 9413 St. Gertraud |
Production, Kraft paper |
100.00 | Mondi Styria GmbH | Bahnhofstrasse 3, 8740 Zeltweg Production, | Consumer | 100.00 |
| Mondi Grünburg GmbH |
Steyrtalstrasse 5, 4594 Grünburg |
Production, Corrugated packaging |
100.00 | packaging |
| Company | Registered office | Principal activities | % of shares held by Group |
||
|---|---|---|---|---|---|
| Mondi Uncoated Fine | Marxergasse 4A, 1030 Vienna | Holding, | 100.00 | Finland | |
| & Kraft Paper GmbH | Containerboard, Kraft paper, Uncoated fine paper |
Mondi Finland Services Oy1 |
|||
| Papierholz Austria | Frantschach 5, 9413 St. | Service, Kraft paper | 25.00 | France | |
| GmbH | Gertraud | ||||
| SAREC Papiersackrecycling Organisation GmbH |
Marxergasse 4A, 1030 Vienna | Service, Industrial bags |
100.00 | Mondi Lembacel SAS | 11 Rue de Reims, 51490 Bétheniville |
| Sulbit Handels GmbH | Marxergasse 4A, 1030 Vienna | Service, Industrial bags |
100.00 | Mondi Paper Sales France Sarl |
|
| Ybbstaler Zellstoff GmbH |
Theresienthalstrasse 50, 3363 Ulmerfeld-Hausmening |
Production, Uncoated fine paper |
51.00 | ||
| Belgium | Germany | ||||
| Mondi Belcoat N.V. | Adolf Stocletlaan 11, 2570 Duffel Production, | Extrusion coatings | 100.00 | Mondi Ascania GmbH | Daimlerstrasse 8, 06449 Aschersleben |
| Mondi Poperinge N.V. | Nijverheidslaan 11, 8970 Poperinge |
Production, Industrial bags |
100.00 | Mondi Bad Rappenau GmbH |
|
| Bulgaria | |||||
| Mondi Stambolijski E.A.D |
1 Zavodska Street, Stambolijski 4210, Plovdiv Region |
Production, Kraft paper |
100.00 | Mondi Consumer Packaging International |
|
| China | GmbH | ||||
| Mondi (China) Film Technology Co. Ltd. |
No 29 Xinggang Road, Taicang Port Development Zone |
Production, Consumer packaging |
100.00 | Mondi Eschenbach GmbH |
Eschenbach |
| Mondi Trading (Beijing) Co. Ltd. |
0912, Air China Plaza, Building 1, No.36 Xiaoyun Road, Chaoyang, Beijing |
In liquidation, Consumer packaging |
100.00 | ||
| Croatia | |||||
| Mondi Valpovo d.o.o. | Oreškovićeva 6c, 10010 Zagreb | Distribution, | 100.00 | ||
| (Grad Zagreb) | Industrial bags | Mondi Hammelburg | |||
| Czech Republic | GmbH | Hammelburg | |||
| EURO WASTE, a.s | Litoměřická 272, 41108 Štětí | Service, Containerboard, Kraft paper |
33.33 | Mondi Holding Deutschland GmbH Mondi Inncoat GmbH |
Angererstrasse 25, 83064 |
| Labe Wood s.r.o. | Litoměřická 272, 41108 Štětí | Dormant, Kraft paper |
25.00 | Raubling | |
| Lignocel s.r.o | Poupětova 3, 17000 Prague 7 | In liquidation, Kraft paper |
20.00 | ||
| Mondi Bags Štětí a.s. | Litoměřická 272, 41108 Štětí | Production, Industrial bags |
100.00 | ||
| Mondi Bupak s.r.o. | Papírenská 41, 37052 České Budějovice |
Production, Corrugated packaging |
100.00 | Mondi Paper Sales Deutschland GmbH |
Hamburg |
| Mondi Coating Štětí a.s. |
Litoměřická 272, 41108 Štětí | Production, Extrusion coatings |
100.00 | Mondi Sendenhorst | |
| Mondi Štětí a.s. | Litoměřická 272, 41108 Štětí | Production, Containerboard, |
100.00 | GmbH | Sendenhorst |
| Mondi Štětí White | Litoměřická 272, 41108 Štětí | Kraft paper Production, Kraft |
100.00 | 04687 Trebsen | |
| Paper s.r.o Roto a.s. |
Litoměřická 272, 41108 Štětí | paper Dormant, Kraft |
100.00 | Mondi Wellpappe Ansbach GmbH |
Ansbach |
| paper | Nordenia International | ||||
| Wood & Paper a.s. | Hlina 57/18, 66491 Brno | Service, Kraft paper | 46.50 | Beteiligungsges. mbH | Greven |
| Egypt | wood2M GmbH | Hauptstrasse 66, 07366 | |||
| Suez Bags Company SAE |
30 Maadi Road, Katameya, Kilo 138, Cairo |
Production, Industrial bags |
29.89 | Blankenstein |
| Company | Registered office | Principal activities | shares held by Group |
|---|---|---|---|
| Finland | |||
| Mondi Finland Services Oy1 |
Peltotie 20, 28400 Ulvila | Service, Kraft paper | 100.00 |
| France | |||
| Mondi Gournay Sarl | 5, rue Vernet, 75008, Paris | Production, Extrusion coatings |
100.00 |
| Mondi Lembacel SAS | 11 Rue de Reims, 51490 Bétheniville |
Production, Industrial bags |
100.00 |
| Mondi Paper Sales France Sarl |
5, rue Vernet, 75008 Paris | Distribution, Containerboard, Kraft paper, Uncoated fine paper |
100.00 |
| Germany | |||
| Mondi Ascania GmbH | Daimlerstrasse 8, 06449 Aschersleben |
Production, Consumer packaging |
100.00 |
| Mondi Bad Rappenau GmbH |
Wilhelm-Hauff-Strasse 41, 74906 Bad Rappenau |
Production, Corrugated packaging |
100.00 |
| Mondi Consumer Packaging International GmbH |
Jöbkesweg 11, 48599 Gronau | Holding, Consumer packaging |
100.00 |
| Mondi Eschenbach GmbH |
Am Stadtwald 14, 92676 Eschenbach |
Production, Corrugated packaging |
100.00 |
| Mondi Gronau GmbH | Jöbkesweg 11, 48599 Gronau | Production, Consumer packaging |
100.00 |
| Mondi Halle GmbH | Wielandstrasse 2, 33790 Halle | Production, Consumer packaging |
100.00 |
| Mondi Hammelburg GmbH |
Thüringenstrasse 1-3, 97762 Hammelburg |
Production, Industrial bags |
100.00 |
| Mondi Holding Deutschland GmbH |
Jöbkesweg 11, 48599 Gronau | Holding, Corporate | 100.00 |
| Mondi Inncoat GmbH | Angererstrasse 25, 83064 Raubling |
Production, Consumer packaging |
100.00 |
| Mondi Jülich GmbH | Rathausstrasse 29, 52428 Jülich Production, | Consumer packaging |
100.00 |
| Mondi Lindlar GmbH | Wielandstrasse 2, 33790 Halle | Dormant, Consumer packaging |
100.00 |
| Mondi Paper Sales Deutschland GmbH |
Oberbaumbrücke 1, 20457 Hamburg |
Distribution, Containerboard, Kraft paper, Uncoated fine paper |
100.00 |
| Mondi Sendenhorst GmbH |
Herkulesweg 1, 48324 Sendenhorst |
Production, Industrial bags |
100.00 |
| Mondi Trebsen GmbH | Erich-Hausmann-Strasse 1, 04687 Trebsen |
Production, Industrial bags |
100.00 |
| Mondi Wellpappe Ansbach GmbH |
Robert-Bosch-Strasse 3, 91522 Ansbach |
Production, Corrugated packaging |
100.00 |
| Nordenia International Beteiligungsges. mbH |
Hüttrupper Heide 88, 48268 Greven |
Service, Consumer packaging |
100.00 |
| wood2M GmbH | Hauptstrasse 66, 07366 Blankenstein |
Service, Containerboard, Kraft paper, Uncoated fine paper |
50.00 |
% of
| % of shares held by |
|||
|---|---|---|---|
| Company | Registered office | Principal activities | Group |
| Greece | |||
| Mondi Thessaloniki A.E. |
Sindos Industrial Zone – Block 18, 57022 Thessaloniki |
Production, Industrial bags |
100.00 |
| Hungary | |||
| Mondi Bags Hungária Kft. |
Tünde u. 2, 4400 Nyíregyháza | Production, Industrial bags |
100.00 |
| Mondi Békéscsaba Kft. Tevan Andor u. 2, 5600 Békéscsaba |
Production, Consumer packaging |
100.00 | |
| Mondi Szada Kft. | Vasút u. 13, 2111 Szada | Production, Consumer packaging |
100.00 |
| Iraq | |||
| Mondi Kaso Iraq Industrial Bags Ltd. |
Takya, Bazian, Sulaimaniyah | Production, Industrial bags |
34.55 |
| Italy | |||
| Mondi Gradisac S.r.l. | Via dell´Industria 11, 34072 Gradisca d´Isonzo, Gorizia |
Production, Industrial bags |
100.00 |
| Mondi IPI S.r.l. | Via Zanchetta 27, 35010 San Pietro in Gu, Padua |
Production, Industrial bags |
100.00 |
| Mondi Italia S.r.l. | Via Balilla 32, 24058 Romano di Lombardia, Bergamo |
Production, Industrial bags |
100.00 |
| Mondi Paper Sales Italia S.R.L. |
Via Fara Gustavo 35, 20124 Milano |
Distribution, Containerboard, Kraft paper, Uncoated fine paper |
100.00 |
| Mondi S.r.l. | Via Zanchetta 27, 35010 San Pietro in Gu, Padua |
In liquidation, Corrugated packaging |
100.00 |
| Mondi San Pietro in Gu S.r.l. |
Via Mazzini 21, 35010 San Pietro in Gu, Padua |
Production, Industrial bags |
100.00 |
| Mondi Silicart S.r.l. | Via Zanchetta 27, 35010, San Pietro in Gu |
Dormant, Consumer packaging |
100.00 |
| Mondi Tolentino S.r.l. | Via Giovanni Falcone 1, 62029 Tolentino, Macerata |
Production, Industrial bags |
100.00 |
| NATRO-TECH S.r.l. | Via Balilla 32, 24058 Romano di Lombardia, Bergamo |
Service, Industrial bags |
100.00 |
| Japan | |||
| Mondi Tokyo KK | 7th floor 14-5, Akasaka 2-chrome, Minato-ku, Tokyo |
Service, Consumer packaging |
100.00 |
| Jordan | |||
| Jordan Paper Sacks Company Limited |
Al Salt, Industrial Area, P.O. Box 119, 19374, Balqa |
Production, Industrial bags |
67.74 |
| Republic of Korea | |||
| Krauzen Co., Ltd. | 1420, Keumkang-Penterium IT tower, 282 Hakeui-ro, Dongang gu, Anyang-si, Gyunggi-do |
Distribution, Consumer packaging |
100.00 |
| Mondi KSP Co., Ltd. | 48-29, 439 Hongandaero, Dongang-gu, Anyang-si, Gyunggi-do |
Production, Consumer packaging |
95.00 |
| Lebanon | |||
| Mondi Lebanon SAL | 7th Floor, Bloc C, Kassis Building, Antelias Highway, Antelias |
Production, Industrial bags |
66.00 |
| Luxembourg | |||
| Mondi German Investments S.A. |
1, rue Hildegard von Bingen, 1282 |
Holding, Corporate | 100.00 |
| Company | Registered office | Principal activities | % of shares held by Group |
|---|---|---|---|
| Mondi Packaging S.à r.l. |
1, rue Hildegard von Bingen, 1282 |
Holding, Corporate | 100.00 |
| Mondi S.à r.l. | 1, rue Hildegard von Bingen, 1282 |
Holding, Corporate | 100.00 |
| Mondi Services S.à r.l. | 1, rue Hildegard von Bingen, 1282 |
Service, Corporate | 100.00 |
| Malaysia | |||
| Mondi Kuala Lumpur Sdn. Bhd. |
Lot Nos.PT 5034 & 5036, Jalan Teluk Datuk 28/40, 40000 Shah Alam, Selangor |
Production, Industrial bags |
62.00 |
| Mexico | |||
| Caja de Ahorro de Personal de Mondi Mexico Servicios A.C. |
Av. San Nicolás No. 249, Colonia Cuauhtémoc, San Nicolás de los Garza, Nuevo Léon, 66450 |
Service, Industrial bags |
100.00 |
| Mondi Mexico S. de R.L. de C.V. |
Av. San Nicolás No. 249, Colonia Cuauhtémoc, San Nicolás de los Garza, Nuevo Léon, 66450 |
Production, Industrial bags |
100.00 |
| Mondi Mexico Servicios S. de R.L. de C.V. |
Av. San Nicolás No. 249, Colonia Cuauhtémoc, San Nicolás de los Garza, Nuevo Léon, 66450 |
Service, Industrial bags |
100.00 |
| Morocco | |||
| L'Ensachage Moderne Sarl |
Rue Boukraa N1, Quartier Industriel Dokkarat, Fes |
Production, Industrial bags |
80.64 |
| Pap-Sac Maghreb SA | Km 16, Route d´El Jadida, Casablanca |
Production, Industrial bags |
80.64 |
| Netherlands | |||
| Mondi Coating B.V. | Fort Willemweg 1, 6219 PA Maastricht |
Holding, Extrusion coatings |
100.00 |
| Mondi Consumer Bags & Films B.V. |
Fort Willemweg 1, 6219 PA Maastricht |
Holding, Consumer packaging |
100.00 |
| Mondi Consumer Bags & Films Benelux B.V. |
Fort Willemweg 1, 6219 PA Maastricht |
Distribution, Consumer packaging |
100.00 |
| Mondi Corrugated B.V. Fort Willemweg 1, 6219 PA Maastricht |
Holding, Corrugated packaging |
100.00 | |
| Mondi Corrugated Poland B.V. |
Fort Willemweg 1, 6219 PA Maastricht |
Holding, Corrugated packaging |
100.00 |
| Mondi Heerlen B.V. | Imstenraderweg 15, 6422 PM Heerlen |
Production, Consumer packaging |
100.00 |
| Mondi Industrial Bags B.V. |
Fort Willemweg 1, 6219 PA Maastricht |
Holding, Industrial bags |
100.00 |
| Mondi International Holdings B.V. |
Fort Willemweg 1, 6219 PA Maastricht |
Holding, Corporate | 100.00 |
| Mondi Maastricht N.V. | Fort Willemweg 1, 6219 PA Maastricht |
Production, Industrial bags |
100.00 |
| Mondi MENA B.V. | Fort Willemweg 1, 6219 PA Maastricht |
Holding, Industrial bags |
70.00 |
| Mondi Packaging Paper B.V. |
Fort Willemweg 1, 6219 PA Maastricht |
Holding, Kraft paper | 100.00 |
| Mondi Paper Sales Netherlands B.V. |
Bruynvisweg 14, 1531 AZ Wormer |
Distribution, Containerboard, Kraft paper, Uncoated fine paper |
100.00 |
| Mondi SCP Holdings B.V. |
Fort Willemweg 1, 6219 PA Maastricht |
Holding, Uncoated fine paper |
100.00 |
Overview
% of shares held by Group
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
26.01
25.50
51.00
51.00
25.50
51.00
33.66
51.00
100.00
100.00
100.00
100.00
Production, Containerboard, Uncoated fine paper
Distribution, Uncoated fine paper
Dormant, Consumer packaging
Production, Uncoated fine paper
Distribution, Uncoated fine paper
Distribution, Uncoated fine paper
| Principal activities | Group | Company | Registered office | Principal activities | ||
|---|---|---|---|---|---|---|
| Norway | LLC Mondi Pereslavl | Mendeleeva sq. 2, Building 55, | Production, | |||
| Mondi Moss AS | Rådmann Sirasvei 1, 1712 Grålum |
Distribution, Industrial bags |
100.00 | 152025 Pereslavl-Zalesski | Consumer packaging |
|
| Oman | LLC Mondi Syktyvkar Energy Company1 |
pr. Bumazhnikov 2, 167026 Syktyvkar, Republic of Komi |
Service, Uncoated fine paper |
|||
| Mondi Oman LLC | P.O. Box 20, 124, Muscat Governorate, As Seeb, Al Rusayl |
Production, Industrial bags |
49.00 | OJSC Mondi Syktyvkar2 |
pr. Bumazhnikov 2, 167026 Syktyvkar, Republic of Komi |
Production, Containerboard, Uncoated fine paper |
| Poland | OJSC Uralplastic | 25 Klubnaya Street, Aramil, | Production, | |||
| Agromasa Sp. z o.o. | ul. Bydgoska 1, 86-100 Świecie | Service, Containerboard |
100.00 | Ekaterinburg, Sverdlovskii Region |
Consumer packaging |
|
| Fredonia Investments Sp. z o.o. |
ul. Bukowa 21, 87-148 Łysomice Service, | Containerboard | 100.00 | OOO Mondi Sales CIS 2nd Brestskaya str. 8 Floor 13, 123047, Moscow |
Distribution, Uncoated fine paper |
|
| Mondi Bags Mielec Sp. z o.o. |
ul. Wojska Polskiego 12, 39-300 Mielec |
Production, Industrial bags |
100.00 | OOO Nordenia Samara Tschapaewskaja 189, Office 14-22, 443010 Samara |
Dormant, Consumer packaging |
|
| Mondi Bags Świecie Sp. z o.o. |
ul. Bydgoska 12, 86-100 Świecie Production, | Industrial bags | 100.00 | OOO PozhGazServis2 | Ukhtinskoe Road 48/4, 167026 Syktyvkar, Republic of Komi |
Service, Uncoated fine paper |
| Mondi BZWP Sp. z o.o. ul. Zamenhofa 36, 57-500 Bystrzyca Kłodzka |
Production, Corrugated |
100.00 | Serbia | |||
| Mondi Corrugated | ul. Bydgoska 1, 86-100 Świecie | packaging Production, |
100.00 | Mondi Paracin d.o.o. Paracin |
Cika Tasina 27, 35250 Paracin | Production, Industrial bags |
| Świecie Sp. z o.o. | Corrugated packaging |
Mondi Šabac d.o.o. Šabac |
Nova 9, 15000 Šabac | Production, Industrial bags |
||
| Mondi Dorohusk Sp. | Brzezno 1, 22-174 Brzezno | Production, | 100.00 | Singapore | ||
| z o.o. | Mondi Kutno Sp. z o.o. ul. Żołnierska 1, 99-300 Kutno | Corrugated packaging Production, |
100.00 | Mondi Packaging Paper Sales Asia Pte. Limited |
3 Anson Road 27-01, Springleaf Tower, 079909 |
Distribution, Kraft paper |
| Consumer packaging |
Slovakia | |||||
| Mondi Poznań Sp. z o.o. |
ul. Wyzwolenia 34/36, 62-070 Dopiewo |
Production, Consumer |
100.00 | East Paper, spol. s.r.o.1 Rastislavova 98, 04346 Kosice | Service, Containerboard |
|
| Mondi Recykling | ul. Bydgoska 1, 86-100 Świecie | packaging Service, |
100.00 | KB Paper, s.r.o.1 | L. Kassaka 10, 94001 Nove Zamky |
Service, Containerboard |
| Polska Sp. z o.o.1 | Containerboard | Mondi SCP a.s. | Tatranská cesta 3, 03417 | Production, Kraft | ||
| Mondi Simet S.A. | Grabonóg 77, 63-820 Piaski | Production, Corrugated |
100.00 | Ružomberok | paper, Uncoated fine paper |
|
| Mondi Solec Sp. z o.o. Solec, 05-532 Baniocha | packaging Production, |
100.00 | Obaly SOLO, s.r.o. | Tatranská cesta 3, 03417 Ružomberok |
Production, Uncoated fine paper |
|
| Consumer packaging |
RECOPAP, s.r.o.1 | Bratislavska 18, 90051 Zahor | Service, Containerboard |
|||
| Mondi Świecie S.A. | ul. Bydgoska 1, 86-100 Świecie | Production, Containerboard |
100.00 | Slovpaper Recycling s.r.o.1 |
L. Kassaka 10, Nove Zamky 94001 |
Service, Containerboard |
| Mondi Szczecin Sp. z o.o. |
ul. Sloneczna 20, 72-123 Kliniska Wielkie |
Production, Corrugated |
100.00 | SLOVWOOD Ružomberok a.s. |
Tatranská cesta 3, 03417 Ružomberok |
Distribution, Uncoated fine paper |
| Mondi Warszawa Sp. | ul. Tarczyńska 98, 96-320 | packaging Production, |
100.00 | STRÁŽNA SLUŽBA VLA-STA s.r.o. |
Tatranská cesta 3, 03417 Ružomberok |
Distribution, Uncoated fine paper |
| z o.o. | Mszczonów | Corrugated packaging |
Spain | |||
| Mondi Wierzbica Sp. z o.o. |
Kolonia Rzecków 76, 26-680 Wierzbica |
Production, Industrial bags |
100.00 | Mondi Bags Ibérica S.L. |
Autovía A-2, Km 582, 08630 Abrera |
Production, Industrial bags |
| Świecie Rail Sp. z o.o. | ul. Bydgoska 1, 86-100 Świecie | Service, Containerboard |
100.00 | Mondi Ibersac S.L. | Calle La Perenal 4, 48840 Güeñes, Bizcaia |
Production, Industrial bags |
| Świecie Recykling Sp. z o.o. |
ul. Bydgoska 1/417, 86-100 Świecie |
Service, Containerboard |
100.00 | Mondi Sales Ibérica S.L. |
Calle Joaquin Costa 36 2a, 28002 Madrid |
Distribution, Containerboard, |
| Romania | Uncoated fine paper, Consumer |
|||||
| Mondi Bucharest S.R.L. |
Tudor Vladimirescu Street 1A, Ilfov, 75100 Otopeni |
Distribution, Industrial bags |
100.00 | packaging | ||
| Russia | Sweden | |||||
| LLC Mondi Lebedyan | Sverdlova 67, 399610 Lebedyan, Lipetsk Region |
Production, Corrugated packaging |
100.00 | Mondi Dynäs AB | 87381 Väja | Production, Kraft paper |
| Company | Registered office | Principal activities | % of shares held by Group |
|---|---|---|---|
| Mondi Örebro AB | Papersbruksallen 3A, Box 926, 70130 Örebro |
Production, Extrusion coatings |
100.00 |
| Mondi Sunne AB | Svarvarevägen 3, Box 56, 68622 Sunne |
Production, Extrusion coatings |
100.00 |
| Switzerland | |||
| Dipeco AG | Bruehlstrasse 5, 4800, Zofingen Production, | Industrial bags | 100.00 |
| Thailand | |||
| Mondi Coating (Thailand) Co. Ltd. |
Nr 888/100-101 Soi Yingcharoen Moo 19, Bangplee Tamru Road, Bangpleeyai, Bangplee, Samutprakam 10540 |
Service, Consumer packaging |
100.00 |
| Mondi TSP Company Limited3 |
110, Moo 3, Nong Chumphon Nuea, Khao Yoi District, Petchaburi Province, 76140 |
Production, Consumer packaging |
97.55 |
| Trinidad and Tobago | |||
| TCL Packaging Limited Southern Main Road, Claxton Bay |
Production, Industrial bags |
20.00 | |
| Turkey | |||
| Mondi Istanbul Ambalaj Limited Şti. |
No. 12A Türkgücü OSB Mah. Yilmaz Alpaslan Caddesi Corlu, Tekirdag, 59870 |
Production, Industrial bags |
100.00 |
| Mondi Kale Nobel Ambalaj Sanayi Ve Ticaret A.Ş. |
Sevketiye Cobancesme Kavsagi, A2 Blok, No. 229/230 Yeşilköy, Bakirköy/Istanbul |
Production, Consumer packaging |
90.00 |
| Mondi Tire Kutsan Kagit Ve Ambalaj Sanayi A.Ş. |
Toki Mahallesi, Hasan Tahsin Caddesi, No. 28, Tire, Izmir 35900 |
Production, Containerboard, Corrugated packaging |
77.30 |
| Ukraine | |||
| Mondi Packaging Bags Ukraine LLC |
Fabrychna Street 20, Zhydachiv, Lviv Region, 81700 |
Production, Industrial bags |
100.00 |
| UK | |||
| Frantschach Holdings UK Limited |
Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Holding, Industrial bags |
100.00 |
| Hypac Limited | Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Dormant, Corrugated packaging |
100.00 |
| Medway Packaging Pension Trustee Limited |
Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Service, Industrial bags |
100.00 |
| Mondi Aberdeen Limited |
Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Distribution, Industrial bags |
100.00 |
| Mondi Consumer Goods Packaging UK Ltd1 |
Parkway, Deeside Industrial Park, Deeside, Clwyd, Wales, CH5 2NS |
Production, Consumer packaging |
100.00 |
| Mondi Finance plc | Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Service, Corporate | 100.00 |
| Mondi German Investments Limited |
Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Holding, Corporate | 100.00 |
| Mondi Glossop Ltd | Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Dormant, Consumer packaging |
100.00 |
| Mondi Holcombe Limited |
Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Dormant, Corrugated packaging |
100.00 |
| % of shares |
|||
|---|---|---|---|
| Company | Registered office | Principal activities | held by Group |
| Mondi Investments Limited4 |
Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Holding, Corporate | 100.00 |
| Mondi Packaging (Delta) Limited |
Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Dormant, Corrugated packaging |
100.00 |
| Mondi Packaging Limited |
Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Dormant, Corrugated packaging |
100.00 |
| Mondi Packaging UK Holdings Limited |
Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Holding, Corrugated packaging |
100.00 |
| Mondi Pension Trustee Limited4 |
Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Service, Corporate | 100.00 |
| Mondi Rochester Limited |
Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
In liquidation, Extrusion coatings |
100.00 |
| Mondi Scunthorpe Limited2 |
Roxburgh House, Clayfield Road, Foxhills Industrial Estate, Scunthorpe, North Lincolnshire, DN15 8QJ |
Production, Consumer packaging |
100.00 |
| Mondi Services (UK) Limited |
Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Service, Corporate | 100.00 |
| Mondi UK Consumer Packaging Holding 1 Ltd1 |
Parkway, Deeside Industrial Park, Deeside, Clwyd, Wales, CH5 2NS |
Holding, Consumer packaging |
100.00 |
| Mondi UK Consumer Packaging Holding 2 Ltd1 |
Parkway, Deeside Industrial Park, Deeside, Clwyd, Wales, CH5 2NS |
Holding, Consumer packaging |
100.00 |
| Rochette Packaging Limited |
Building 1, 1st Floor, Aviator Park, Station Road, Addlestone, Surrey, KT15 2PG |
Dormant, Corrugated packaging |
100.00 |
| USA | |||
| Mondi Akrosil, LLC | 2711 Centreville Road, Suite 400, Wilmington DE 19801 |
Production, Consumer packaging |
100.00 |
| Mondi Bags USA, LLC Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801 |
Production, Industrial bags |
100.00 | |
| Mondi Jackson, LLC | 2711 Centerville Road, Suite 400, Wilmington DE 19808 |
Production, Consumer packaging |
100.00 |
| Mondi Minneapolis, Inc. |
220 South Sixth Street, Suite 2200, Minneapolis 55402 |
Service, Consumer packaging |
100.00 |
| Mondi Pine Bluff, LLC | 2711 Centerville Road, Suite 400, Wilmington DE 19808 |
Production, Kraft paper |
100.00 |
| Mondi Romeoville, Inc. 2711 Centerville Road, Suite 400, Wilmington DE 19808 |
Production, Industrial bags |
100.00 | |
| Tekkote Corporation | Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801 |
Production, Consumer packaging |
100.00 |
Notes:
Overview
| € million | 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010 | 2009 | 2008 |
|---|---|---|---|---|---|---|---|---|---|---|
| Group revenue | 7,096 | 6,662 | 6,819 | 6,402 | 6,476 | 5,790 | 5,739 | 5,610 | 5,257 | 6,345 |
| Underlying EBITDA | 1,444 | 1,366 | 1,325 | 1,126 | 1,068 | 927 | 964 | 798 | 645 | 814 |
| Underlying operating profit | 1,018 | 981 | 957 | 767 | 699 | 574 | 622 | 458 | 294 | 441 |
| Packaging Paper1 | 482 | 397 | 423 | 375 | 341 | 257 | 322 | 194 | 41 | 175 |
| Fibre Packaging | 111 | 123 | 120 | 102 | 86 | 93 | 74 | 36 | 63 | 57 |
| Consumer Packaging | 132 | 121 | 108 | 96 | 79 | 23 | 32 | 36 | 17 | 12 |
| Uncoated Fine Paper1 | 331 | 375 | 341 | 227 | 224 | 234 | 246 | 236 | 168 | 208 |
| Corporate | (38) | (35) | (35) | (33) | (31) | (33) | (33) | (33) | (37) | (39) |
| Discontinued and disposed operations |
— | — | — | — | — | — | (19) | (11) | 42 | 28 |
| Special items | (61) | (38) | (57) | (52) | (87) | (91) | (55) | (21) | (125) | (385) |
| Net finance costs (excluding financing special item) |
(71) | (101) | (105) | (97) | (115) | (110) | (111) | (106) | (114) | (159) |
| Underlying earnings | 724 | 667 | 647 | 519 | 460 | 334 | 340 | 206 | 95 | 172 |
| Basic earnings | 671 | 638 | 600 | 471 | 386 | 242 | 330 | 224 | (33) | (211) |
| Basic underlying EPS (euro cents) |
149.5 | 137.8 | 133.7 | 107.3 | 95.0 | 69.2 | 68.1 | 40.6 | 18.7 | 33.9 |
| Basic EPS (euro cents) | 138.6 | 131.8 | 124.0 | 97.4 | 79.8 | 50.1 | 57.5 | 37.8 | (6.5) | (41.6) |
| Total dividend per share paid and proposed (euro cents)2 |
162.0 | 57.0 | 52.0 | 42.0 | 36.0 | 28.0 | 26.0 | 20.0 | 9.5 | 12.7 |
Note:
1 Underlying operating profit of Packaging Paper and Uncoated Fine Paper for the years 2008 to 2014 has been restated for the reorganisation of the Group's business units based on management reporting (unaudited)
2 For the year 2017, the total dividend per share paid and proposed includes a proposed special dividend of 100 euro cents
| 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010 | 2009 | 2008 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Underlying EBITDA growth (%) | 5.7 | 3.1 | 17.7 | 5.4 | 15.2 | (3.8) | 20.8 | 23.7 | (20.8) | (6.4) |
| Underlying EBITDA margin (%) | 20.3 | 20.5 | 19.4 | 17.6 | 16.5 | 16.0 | 16.8 | 14.2 | 12.3 | 12.8 |
| Underlying operating profit margin (%) |
14.3 | 14.7 | 14.0 | 12.0 | 10.8 | 9.9 | 10.8 | 8.2 | 5.6 | 7.0 |
| ROCE (%) | 19.7 | 20.3 | 20.5 | 17.2 | 15.3 | 13.6 | 15.0 | 12.3 | 7.6 | 9.5 |
| Net debt to 12-month trailing underlying EBITDA (times) |
0.9 | 1.0 | 1.1 | 1.4 | 1.5 | 2.0 | 0.9 | 1.7 | 2.4 | 2.1 |
| Ordinary dividend cover (times) | 2.4 | 2.4 | 2.6 | 2.6 | 2.6 | 2.5 | 2.6 | 2.0 | 2.0 | 2.7 |
| PE Ratio | 14.5 | 14.2 | 13.5 | 12.6 | 13.2 | 11.9 | 8.0 | 14.8 | 20.2 | 6.3 |
| Mondi plc – Share price at end of year (GBP cents per share) |
1,931 | 1,666 | 1,334 | 1,050 | 1,046 | 670 | 455 | 514 | 335 | 204 |
| Mondi Limited – Share price at end of year (ZAR per share) |
319.27 | 279.99 | 307.27 | 188.74 | 179.70 | 92.16 | 57.30 | 51.42 | 40.14 | 32.31 |
| Market capitalisation (€ million) | 10,523 | 9,457 | 8,803 | 6,563 | 6,081 | 4,001 | 2,655 | 3,097 | 1,969 | 1,160 |
| € million | 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010 | 2009 | 2008 |
|---|---|---|---|---|---|---|---|---|---|---|
| Cash generated from operations |
1,325 | 1,401 | 1,279 | 1,033 | 1,036 | 849 | 917 | 778 | 867 | 795 |
| Working capital cash flows | (122) | 68 | 9 | (87) | (27) | (83) | (68) | (121) | 248 | 27 |
| Tax paid | (151) | (173) | (160) | (106) | (126) | (109) | (85) | (47) | (32) | (71) |
| Capital expenditure cash outflows |
(611) | (465) | (595) | (562) | (405) | (294) | (263) | (394) | (517) | (693) |
| Interest paid | (83) | (82) | (93) | (125) | (124) | (92) | (106) | (117) | (163) | (169) |
| Dividends paid to shareholders | (273) | (274) | (209) | (193) | (138) | (128) | (126) | (54) | (39) | (118) |
| € million | 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010 | 2009 | 2008 |
|---|---|---|---|---|---|---|---|---|---|---|
| Property, plant and equipment | 3,962 | 3,788 | 3,554 | 3,432 | 3,428 | 3,709 | 3,377 | 3,976 | 3,847 | 3,611 |
| Goodwill | 698 | 681 | 590 | 545 | 550 | 561 | 202 | 274 | 269 | 283 |
| Working capital | 899 | 799 | 794 | 811 | 711 | 764 | 575 | 660 | 527 | 753 |
| Other assets | 529 | 532 | 422 | 434 | 429 | 503 | 408 | 466 | 419 | 424 |
| Other liabilities | (723) | (721) | (675) | (715) | (653) | (789) | (696) | (788) | (721) | (685) |
| Net assets excluding net debt | 5,365 | 5,079 | 4,685 | 4,507 | 4,465 | 4,748 | 3,866 | 4,588 | 4,341 | 4,386 |
| Equity | 3,714 | 3,392 | 2,905 | 2,628 | 2,591 | 2,572 | 2,586 | 2,763 | 2,399 | 2,323 |
| Non-controlling interests in equity | 325 | 304 | 282 | 266 | 255 | 301 | 449 | 461 | 425 | 373 |
| Net debt1 | 1,326 | 1,383 | 1,498 | 1,613 | 1,619 | 1,875 | 831 | 1,364 | 1,517 | 1,690 |
| Capital employed | 5,365 | 5,079 | 4,685 | 4,507 | 4,465 | 4,748 | 3,866 | 4,588 | 4,341 | 4,386 |
Note:
1 Net debt prior to 2012 does not include the effect of net debt-related derivatives
Overview
| 2017 | (Restated) 2016 |
||
|---|---|---|---|
| Packaging Paper | |||
| Containerboard | '000 tonnes | 2,297 | 2,253 |
| Kraft paper | '000 tonnes | 1,206 | 1,204 |
| Softwood pulp | '000 tonnes | 2,010 | 1,976 |
| Internal consumption | '000 tonnes | 1,874 | 1,804 |
| Market pulp | '000 tonnes | 136 | 172 |
| Hardwood pulp | '000 tonnes | 547 | 500 |
| Internal consumption | '000 tonnes | 543 | 500 |
| Market pulp | '000 tonnes | 4 | — |
| Fibre Packaging | |||
| Corrugated board and boxes | million m² | 1,650 | 1,448 |
| Industrial bags | million units | 4,952 | 4,881 |
| Extrusion coatings | million m² | 1,281 | 1,249 |
| Consumer Packaging | |||
| Consumer packaging | million m2 | 7,437 | 7,156 |
| Uncoated Fine Paper | |||
| Uncoated fine paper | '000 tonnes | 1,644 | 1,666 |
| Softwood pulp | '000 tonnes | 375 | 375 |
| Internal consumption | '000 tonnes | 358 | 356 |
| Market pulp | '000 tonnes | 17 | 19 |
| Hardwood pulp | '000 tonnes | 1,345 | 1,319 |
| Internal consumption | '000 tonnes | 950 | 963 |
| Market pulp | '000 tonnes | 395 | 356 |
| Newsprint | '000 tonnes | 277 | 313 |
| Average | Closing | ||||
|---|---|---|---|---|---|
| versus euro | 2017 | 2016 | 2017 | 2016 | |
| South African rand | 15.04 | 16.27 | 14.81 | 14.46 | |
| Czech koruna | 26.33 | 27.03 | 25.54 | 27.02 | |
| Polish zloty | 4.26 | 4.36 | 4.18 | 4.41 | |
| Pounds sterling | 0.88 | 0.82 | 0.89 | 0.86 | |
| Russian rouble | 65.88 | 74.16 | 69.39 | 64.30 | |
| Turkish lira | 4.12 | 3.34 | 4.55 | 3.71 | |
| US dollar | 1.13 | 1.11 | 1.20 | 1.05 |
The disclosures below form part of the Directors' report on pages 134 and 135 of this report.
Set out below is a summary of certain provisions of Mondi plc's articles of association (Articles) and applicable English law concerning companies (the Companies Act). This is a summary only and the relevant provisions of the Articles or the Companies Act should be consulted if further information is required.
Mondi plc's issued share capital as at 31 December 2017 comprised 367,240,805 ordinary shares of 20 euro cents each (the Ordinary Shares) representing 71.4% of the total share capital, 118,312,975 PLC Special Converting Shares of 20 euro cents each representing 23.0% of the total share capital, 146,896,322 deferred shares of 4 euro cents each (the Deferred Shares) representing 5.5% of the total share capital, the PLC Special Rights Share of €1, the PLC Special Voting Share of €1, the UK DAN Share of €1 and the UK DAS Share of €1. Each of the PLC Special Rights Share, PLC Special Voting Share, UK DAN Share and UK DAS Share represent only a nominal percentage of the total share capital.
The shares are in registered form.
Subject to the provisions of the Articles and the Companies Act, Mondi plc may purchase, or may enter into a contract under which it will or may purchase, any of its own shares of any class, including any redeemable shares.
Subject to the provisions of the Companies Act, Mondi plc may by ordinary resolution from time to time declare dividends not exceeding the amount recommended by the board. The board may pay interim dividends whenever the financial position of Mondi plc, in the opinion of the board, justifies such payment.
The board may withhold payment of all or any part of any dividends or other monies payable in respect of Mondi plc's shares from a person with a 0.25% or more interest in nominal value of the issued shares, if such a person has been served with a notice after failure to provide Mondi plc with information concerning interest in those shares required to be provided under the Companies Act.
Subject to any special rights or restrictions attaching to any class of shares, at a general meeting, every member present in person has, upon a show of hands, one vote. Every duly appointed proxy has, upon a show of hands, one vote unless the proxy is appointed by more than one member, in which case the proxy has one vote for and one vote against if (i) the proxy has been instructed by one or more members to vote for the resolution and by one or more members to vote against the resolution or (ii) the proxy has been instructed by one or more members to vote either for or against the resolution and by one or more members to use his discretion as to how to vote. On a poll every member who is present in person or by proxy has one vote for every fully paid share of which he is the holder. In the case of joint holders of a share, the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the shares. Under the Companies Act, members are entitled to appoint a proxy, who need not be a member of Mondi plc, to exercise all or any of their rights to attend and to speak and vote on their behalf at a general meeting or class meeting. A member may appoint more than one proxy in relation to a general meeting or class meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy is not entitled to delegate the proxy's authority to act on behalf of a member to another person. A member that is a corporation may appoint one or more individuals to act on its behalf at a general meeting or class meeting as a corporate representative.
No member shall be entitled to vote either in person or by proxy at any general meeting or class meeting in respect of any shares held by him if any call or other sum then payable by him in respect of that share remains unpaid. In addition no member shall be entitled to vote if he has been served with a notice after failure to provide Mondi plc with information concerning interests in those shares required to be provided under the Companies Act.
Votes are exercisable at a general meeting of Mondi plc in respect of which the business being voted upon is being heard. Votes may be exercised in person, by proxy, or in relation to corporate members, by corporate representatives. The Articles provide a deadline for submission of proxy forms of not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting.
Subject to the Companies Act, the Articles specify that rights attached to any class of shares may be varied with the written consent of the holders of not less than three-quarters in nominal value of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. At every such separate general meeting the quorum shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class (calculated excluding any shares held as treasury shares). The rights conferred upon the holders of any shares shall not, unless otherwise expressly provided in the rights attaching to those shares, be deemed to be varied by the creation or issue of further shares ranking pari passu with them.
Where, under an employee share plan operated by Mondi plc, participants are the beneficial owners of the shares but not the registered owner, the voting rights are normally exercised by the registered owner at the direction of the participant.
All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the directors. The instrument of transfer shall be signed by or on behalf of the transferor and (except in the case of fullypaid shares) by or on behalf of the transferee and shall specify the name of the transferor, the name of the transferee and the number of shares being transferred. Transfers of shares which are in uncertificated form are effected by means of the CREST system.
The directors may also refuse to register an allotment or transfer of shares (whether fully paid or not) in favour of more than four persons jointly. If the directors refuse to register an allotment or transfer they shall, within 30 days after the date on which the letter of allotment or transfer was lodged with Mondi plc, send to the allottee or transferee a notice of the refusal.
The directors may decline to register any instrument of transfer unless: (i) the instrument of transfer is in respect of only one class of share, (ii) when submitted for registration is accompanied by the relevant share certificates and such other evidence as the directors may reasonably require and (iii) it is fully paid.
Subject to the Companies Act and regulations and applicable CREST rules, the directors may determine that any class of shares may be held in uncertificated form and that title to such shares may be transferred by means of the CREST system or that shares of any class should cease to be so held and transferred.
A shareholder does not need to obtain the approval of Mondi plc, or of other shareholders of shares in Mondi plc, for a transfer of shares to take place.
Some of the Mondi plc employee share plans include restrictions on transfer of shares while the shares are subject to such plan.
The rights and privileges attached to the Deferred Shares are as follows: no entitlement to receive any dividend or distribution declared, made or paid or any return of capital (save as described below) and does not entitle the holder to any further or other right of participation in the assets of Mondi plc.
On a return of capital on winding up, but not on a return of capital on any other class of shares of Mondi plc, otherwise than on a winding up of Mondi plc, the holders of the Deferred Shares shall be entitled to participate but such entitlement is limited to the repayment of the amount paid up or credited as paid up on such share and shall be paid only after the holders of any and all Ordinary Shares then in issue shall have received (i) payment in respect of such amount as is paid up or credited as paid up on those Ordinary Shares held by them at that time plus (ii) the payment in cash or in specie of £10,000,000 on each such Ordinary Share.
The holders of the Deferred Shares are not entitled to receive notice of, nor attend, speak or vote at, any general meeting of Mondi plc.
Mondi SCS (UK) Limited, a UK trust company, specially formed for the purpose of the DLC structure, holds the PLC Special Voting Share, the PLC Special Converting Shares, the PLC Special Rights Share, the UK DAN Share and the UK DAS Share. These shares can only be transferred to another UK trust company, in limited circumstances.
The PLC Special Voting Share is a specially created share so that shareholders of both Mondi plc and Mondi Limited effectively vote together as a single decision-making body on matters affecting shareholders of both companies in similar ways, as set out in the Articles.
Prior to a change of control, approval of termination of the sharing agreement (which regulates the DLC), liquidation or insolvency of Mondi plc, the PLC Special Converting Shares have no voting rights except in relation to a resolution proposing the (i) variation of the rights attaching to the shares or (ii) winding up, and they have no rights to dividends. The PLC Special Converting Shares are held on trust for the Mondi Limited ordinary shareholders.
The PLC Special Rights Share does not have any rights to vote or any right to receive any dividend or other distribution by Mondi plc, save in respect to capitalisation of reserves.
Mondi plc and Mondi Limited have established dividend access trust arrangements as part of the DLC. Mondi plc has issued two dividend access shares, the UK DAS Share and UK DAN Share, which enable Mondi plc to pay dividends to the shareholders of Mondi Limited. This facility may be used by the board to address imbalances in the distributable reserves of Mondi plc and Mondi Limited and/or to address the effects of South African exchange controls and/or if they otherwise consider it necessary or desirable.
Directors shall be no less than four and no more than 20 in number. A director is not required to hold any shares of Mondi plc by way of qualification. Mondi plc may by special resolution increase or reduce the maximum or minimum number of directors.
At each Annual General Meeting held in each year at least one-third of the directors, including at least one-third of non-executive directors, or if their number is not a multiple of three then the number nearest to, but not less than, one-third, shall retire from office. Any further directors to retire shall be those of the other directors subject to retirement by rotation who have been longest in office since their last election or re-election or, if later, deemed election or re-election and so that as between persons who became or were last re-elected directors on the same day, those to retire shall, unless they otherwise agree among themselves, be determined by lot. In casting the lot, the provision that a director must also be a director of Mondi Limited and the corresponding provision of the Mondi Limited memorandum of incorporation shall be observed. A retiring director shall be eligible for re-election.
The board may appoint any person to be a director (so long as the total number of directors does not exceed the limit prescribed in the Articles). Any such director shall hold office only until the next Annual General Meeting and shall then be eligible for re-election, but shall not be taken into account in determining the number of directors who are to retire by rotation at such meeting.
Subject to the Articles, the Companies Act and any directions given by special resolution, the business of Mondi plc will be managed by the board who may exercise all the powers of Mondi plc.
The board may exercise all the powers of Mondi plc to borrow money and to mortgage or charge any of its undertaking, property and uncalled capital and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of Mondi plc or of any third party.
The Articles of Mondi plc and the memorandum of incorporation of Mondi Limited ensure that a person cannot make an offer for one company without having made an equivalent offer to the shareholders of both companies on equivalent terms.
Pursuant to the terms of the agreements establishing the DLC structure, if either Mondi plc or Mondi Limited serves written notice on the other at any time after either party becomes a subsidiary of the other party or after both Mondi plc and Mondi Limited become subsidiaries of a third party, the agreements establishing the DLC structure will terminate.
All of Mondi plc's share plans contain provisions relating to a change of control. Outstanding awards and options would normally vest and become exercisable on a change of control, subject to the satisfaction of any performance conditions at that time.
Any amendments to the Articles of Mondi plc may be made in accordance with the provisions of the Companies Act by way of special resolution.
Mondi has a dual listed company (DLC) structure comprising Mondi Limited, a company registered in South Africa and Mondi plc, a company registered in the UK. Mondi Limited has a primary listing on the JSE Limited while Mondi plc has a premium listing on the London Stock Exchange and a secondary listing on the JSE Limited.
Under the DLC structure any ordinary share held in either Mondi Limited or Mondi plc gives the holder an effective economic interest in the whole Mondi Group. The relationship between Mondi Limited and Mondi plc is underpinned by the DLC structure principles, which provide that:
| 16 May 2018 | 2018 Annual General Meetings | |
|---|---|---|
| 16 May 2018 | Trading update | |
| 25 May 2018 | Payment date for 2017 final ordinary and special dividends (see below) | |
| 3 August 2018 | 2018 half-yearly results announcement | |
| September 2018 | 2018 interim dividend payment | |
| 11 October 2018 | Trading update |
As at 31 December 2017 Mondi Limited had 118,312,975 ordinary shares in issue and Mondi plc had 367,240,805 ordinary shares in issue, of which 87,887,964 were held on the South African branch register.
| Mondi Limited | ||||
|---|---|---|---|---|
| Number of shareholders | % of shareholders | Size of shareholding | Number of shares | % of shares |
| 6,893 | 71.81 | 1 – 500 | 1,087,581 | 0.92 |
| 948 | 9.88 | 501 – 1,000 | 702,970 | 0.59 |
| 944 | 9.83 | 1,001 – 5,000 | 2,115,669 | 1.79 |
| 571 | 5.95 | 5,001 – 50,000 | 9,693,064 | 8.19 |
| 220 | 2.29 | 50,001 – 1,000,000 | 45,131,723 | 38.15 |
| 23 | 0.24 | 1,000,001 – highest | 59,581,968 | 50.36 |
| 9,599 | 100.00 | 118,312,975 | 100.00 |
Mondi plc
| Number of shareholders | % of shareholders | Size of shareholding | Number of shares | % of shares |
|---|---|---|---|---|
| 2,087 | 53.14 | 1 – 500 | 435,332 | 0.12 |
| 472 | 12.02 | 501 – 1,000 | 342,498 | 0.09 |
| 549 | 13.98 | 1,001 – 5,000 | 1,215,566 | 0.33 |
| 459 | 11.69 | 5,001 – 50,000 | 8,444,242 | 2.30 |
| 306 | 7.79 | 50,001 – 1,000,000 | 71,875,821 | 19.57 |
| 54 | 1.38 | 1,000,001 – highest | 284,927,346 | 77.59 |
| 3,927 | 100.00 | 367,240,805 | 100.00 |
| Number of holders | Number of shares | % of shares | |
|---|---|---|---|
| Public1 | 9,597 | 117,963,125 | 99.70 |
| Non-public | 2 | 349,850 | 0.30 |
| Directors of Mondi Limited/Mondi plc | 1 | 208 | 0.00 |
| Mondi staff share schemes2 | 1 | 349,642 | 0.30 |
| Total | 9,599 | 118,312,975 | 100.00 |
Mondi plc
| Number of holders | Number of shares | % of shares | |
|---|---|---|---|
| Public1 | 3,917 | 366,040,408 | 99.67 |
| Non-public | 10 | 1,200,397 | 0.33 |
| Directors of Mondi Limited/Mondi plc | 8 | 234,354 | 0.07 |
| Mondi staff share schemes2 | 2 | 966,043 | 0.26 |
| Total | 3,927 | 367,240,805 | 100.00 |
1 As per the Listings Requirements of the JSE Limited.
2 Shares held for the purposes of Mondi staff share schemes are held in trust.
To manage your shares or if you have any queries, please contact the relevant Registrar:
| Mondi Limited shares and Mondi plc shares on the South African branch register |
Mondi plc shares on the UK register | |
|---|---|---|
| Registrar | Link Market Services South Africa Proprietary Limited (Link Market Services) |
Link Asset Services |
| Postal address | PO Box 4844 Johannesburg, 2000 South Africa |
The Registry 34 Beckenham Road Beckenham Kent BR3 4TU UK |
| Helpline number | 011 713 0800 (if calling from South Africa) +27 11 713 0800 (if calling from outside South Africa) |
0871 664 0300 (if calling from the UK; calls cost 12p per minute plus your phone company's access charge; lines are open Monday to Friday between 9:00am to 5:30pm excluding public holidays in England and Wales) |
| +44 371 664 0300 (if calling from outside the UK; calls will be charged at the applicable international rate) |
||
| [email protected] | [email protected] | |
| Online | Not available | www.signalshares.com |
Many of our shareholders choose to receive shareholder information electronically rather than by post. Benefits include faster notification of shareholder information, reduced costs and being more environmentally friendly.
Mondi plc shareholders on the UK register can sign up to email communications by contacting Link Asset Services or via their online portal, Signal Shares.
Mondi Limited shareholders and Mondi plc shareholders on the South African branch register holding their shares in certificated form can sign up to email communications by contacting Link Market Services or by emailing [email protected]. Mondi Limited shareholders and Mondi plc shareholders on the South African branch register with dematerialised shares should contact their Central Securities Depository Participant (CSDP) or broker.
You will be notified by email each time new financial reports, notices of shareholder meetings and other shareholder communications are published on our website at: www.mondigroup.com.
Mondi plc shareholders on the UK register can sign up to Signal Shares, a free secure online site provided by Link Asset Services, where you can manage your shareholding quickly and easily. You can:
e View your dividend payment history
To register for Signal Shares just visit www.signalshares.com. All you need is your investor code which can be found on your share certificate, dividend confirmation or proxy form.
A proposed final ordinary dividend for the year ended 31 December 2017 of 42.90 euro cents per ordinary share will be paid to Mondi plc shareholders and an equivalent South African rand final ordinary dividend will be paid to Mondi Limited shareholders in accordance with the below timetable.
Also in accordance with the below timetable, a proposed special dividend of 100 euro cents per ordinary share will be paid to Mondi plc shareholders and an equivalent South African rand special dividend will be paid to Mondi Limited shareholders.
Payment of the final ordinary and special dividends is subject to the approval of the shareholders of Mondi plc and Mondi Limited at the respective Annual General Meetings scheduled for 16 May 2018.
| Mondi Limited | Mondi plc | |
|---|---|---|
| Last date to trade shares cum-dividend | ||
| JSE Limited | 30 April 2018 | 30 April 2018 |
| London Stock Exchange | Not applicable | 2 May 2018 |
| Shares commence trading ex-dividend | ||
| JSE Limited | 2 May 2018 | 2 May 2018 |
| London Stock Exchange | Not applicable | 3 May 2018 |
| Record date | ||
| JSE Limited | 4 May 2018 | 4 May 2018 |
| London Stock Exchange | Not applicable | 4 May 2018 |
| Last date for receipt of Dividend Reinvestment Plan (DRIP) elections | ||
| by Central Securities Depository Participants | 10 May 2018 | 10 May 2018 |
| Last date for DRIP elections to UK Registrar and South African Transfer Secretaries by shareholders of Mondi Limited and Mondi plc |
11 May 2018 | 4 May 20181 |
| Payment date | ||
| South African Register | 25 May 2018 | 25 May 2018 |
| UK Register | Not applicable | 25 May 2018 |
| DRIP purchase settlement dates (subject to the purchase of shares in the open market) |
31 May 2018 | 29 May 20182 |
| Currency conversion dates | ||
| ZAR/euro | 2 March 2018 | 2 March 2018 |
| Euro/sterling | Not applicable | 8 May 2018 |
1 11 May 2018 for Mondi plc South African branch register shareholders.
2 31 May 2018 for Mondi plc South African branch register shareholders.
Share certificates on the South African registers of Mondi Limited and Mondi plc may not be dematerialised or rematerialised between 2 May 2018 and 6 May 2018, both dates inclusive, nor may transfers between the UK and South African registers of Mondi plc take place between 25 April 2018 and 7 May 2018, both dates inclusive.
Dividend tax will be withheld from the amount of the gross final ordinary and special dividends paid to Mondi Limited shareholders and Mondi plc shareholders on the South African branch register at the rate of 20%, unless a shareholder qualifies for an exemption.
All dividends are declared in euro but are paid in the following currencies:
| Mondi Limited | South African rand | |
|---|---|---|
| Mondi plc | euro | |
| Mondi plc (UK residents) | pounds sterling | |
| Mondi plc (South African residents) | South African rand |
e Mondi plc shareholders on the UK register resident in the UK may elect to receive their dividends in euro
e Mondi plc shareholders on the UK register resident outside the UK may elect to receive their dividends in pounds sterling
Mondi plc shareholders on the UK register wishing to elect to receive their dividends in an alternative currency should contact Link Asset Services in the UK using the details provided.
Mondi encourages shareholders to have their dividends paid directly into their bank accounts. This means that the dividend will reach your bank account more securely and on the payment date without the inconvenience of depositing a cheque.
The dividend reinvestment plans (DRIPs) provide an opportunity for shareholders to have their Mondi Limited and Mondi plc cash dividends reinvested in Mondi Limited and Mondi plc ordinary shares respectively.
The plans are available to all Mondi Limited and Mondi plc ordinary shareholders (excluding those in certain restricted jurisdictions). Fees may apply.
If you wish to participate in the DRIPs you can sign up via Signal Shares or by contacting either Link Market Services in South Africa or Link Asset Services in the UK as appropriate.
Mondi encourages Mondi Limited shareholders and Mondi plc shareholders on the South African branch register to consider dematerialising their shares. By surrendering your share certificate, you will hold your shares electronically with a CSDP in South Africa.
Holding shares electronically can help to prevent share fraud, theft and loss of share certificates. Once dematerialised, your dividends can be paid directly into a bank account and your shares will be easier to sell.
Find out more by contacting Link Market Services or any CSDP.
Mondi is unable to advise shareholders on taxation. Your tax obligations will vary depending on your jurisdiction and financial circumstances. With regard to your Mondi shareholding, we recommend all shareholders maintain records of dividend payments, share purchases and sales. A dividend confirmation will be sent with all dividend payments. For further assistance, please speak to an independent professional tax or financial adviser.
If you have a small number of shares which would cost you more to sell than they are worth, there is the option to donate these unwanted shares to charity free of charge. These shares are then aggregated, sold and the proceeds distributed to various charities. Donate your shares or find out more using the relevant contact details below:
| Mondi Limited shares or Mondi plc shares on the South African branch register |
Mondi plc shares on the UK register |
|
|---|---|---|
| Strate Charity Shares | ShareGift | |
| Postal address | PO Box 78608 Sandton, 2146 South Africa |
PO Box 72253 London SW1P 9LQ UK |
| Helpline number | 0800 202 363 (if calling from South Africa) |
+44 (0)20 7930 3737 |
| +27 11 870 8207 (if calling from outside South Africa) |
||
| [email protected] | [email protected] | |
| Online | http://www.strate.co.za/we-care/strate-charity-shares | www.sharegift.org |
Shareholders should be aware that they may be targeted by certain organisations offering unsolicited investment advice or the opportunity to buy or sell worthless or non-existent shares. Should you receive any unsolicited calls or documents to this effect, you are advised not to give out any personal details or to hand over any money without ensuring that the organisation is authorised by the UK Financial Conduct Authority (FCA) and doing further research.
If you are unsure or think you may have been targeted you should report the organisation to the FCA. For further information, please visit the FCA's website at www.fca.org.uk, email [email protected] or call the FCA consumer helpline on 0800 111 6768 if calling from the UK or +44 20 7066 1000 if calling from outside the UK.
Shareholders can also contact Link Asset Services in the UK, Link Market Services in South Africa or Mondi's company secretarial department on +44 (0)1932 826300.
If you receive more than one copy of any documents sent out by Mondi or for any other reason you believe you may have more than one Mondi Limited or Mondi plc account, please contact the relevant Registrar who will be able to confirm and, if necessary, arrange for the accounts to be amalgamated into one.
If you would like to receive this report in an alternative format, such as in large print, Braille or in audio format, please contact Mondi's company secretarial department on +44 (0)1932 826300.
| Mondi Limited | Mondi plc |
|---|---|
| Registered and head office | Registered office |
| 4th Floor | Building 1, 1st Floor |
| No. 3 Melrose Boulevard | Aviator Park |
| Melrose Arch 2196 | Station Road |
| Gauteng | Addlestone |
| Republic of South Africa | Surrey |
| Tel. +27 (0)11 994 5400 Fax. +27 (0)86 520 4688 |
KT15 2PG UK |
| Registered in South Africa Registration No. 1967/013038/06 |
Tel. +44 (0)1932 826300 Fax. +44 (0)1932 826350 |
| Registered in England and Wales Registered No. 6209386 |
|
| Website: www.mondigroup.com |
In addition to the terms explained below, the Group presents certain financial measures that are not defined or specified according to IFRS. These measures, referred to as APMs, are defined in note 33 in the notes to the combined and consolidated financial statements.
Chain-of-Custody is a tracking system that allows manufacturers and traders to demonstrate that timber comes from a forest that is responsibly managed in accordance with credible standards.
Chemical oxygen demand is a measure of the oxygen consuming capacity of inorganic and organic matter present in the waste water. It is a metric for emissions to water and is measured in tonnes.
Forest Stewardship Council™ (FSC™) is an international not-for-profit, multistakeholder organisation established in 1993 to promote socially and environmentally responsible management of the world's forests by way of standard setting, third-party certification and labelling of forest products.
Greenhouse gases (GHG) are gases listed in the Kyoto Protocol of the United Nations Framework Convention on Climate Change (UN-FCCC) that contribute to the greenhouse effect and are regulated by the Kyoto Protocol. We convert non-CO2 GHGs (such as CH4 or N2O) into an amount of CO2 with an equivalent warming potential. Total GHG emissions are the sum of the equivalent amount of CO2 for each GHG, abbreviated as CO2e.
The Global Reporting Initiative (GRI) is a not-for-profit organisation that produces one of the world's most prevalent frameworks for sustainability reporting.
Programme for the Endorsement of Forest Certification™ (PEFC™) is an international not-for-profit non-government organisation dedicated to promoting sustainable forest management through independent thirdparty certification.
Figures reported in specific terms are normalised to saleable production tonnes.
The UN Sustainable Development Goals were launched in 2015, involving a comprehensive, far-reaching and people-centred set of 17 universal and transformative goals and 169 targets. They are integrated and indivisible, and will stimulate action over the next years until 2030 in areas of critical importance for humanity and the planet: people, planet, prosperity, peace and partnerships.
Total recordable case rate (TRCR) is calculated as the number of total recordable cases (the sum of fatalities, lost-time injuries, restricted work cases, medical treatment cases and compensated occupational illnesses) divided by the number of hours worked per 200,000 man hours.
Total reduced sulphur compounds, generated in the pulping process, and a source of emissions to air measured in tonnes.
UNGC is a strategic policy initiative for businesses that are committed to aligning their operations and strategies with 10 universally accepted principles in the areas of human rights, labour, environment and anti-corruption.
Overview
Building 1, 1st floor, Aviator Park Station Road, Addlestone Surrey KT15 2PG, UK +44 1932 826 300 www.mondigroup.com
Please visit our Group website where copies of our reports can be downloaded: www.mondigroup.com/investors/reports17
Integrated report and financial statements 2017
A balanced overview of Mondi's performance in 2017 and insight into how our approach to strategy, governance, people and performance combine to generate value in a sustainable way. Also available online at
www.mondigroup.com/ir17
Partnering for change: Sustainable development 2017 A printed publication looking at how we're using our Growing Responsibly model to deliver meaningful improvements across some of the aspects of sustainability that are more relevant for our business and our stakeholders. Also available online at
www.mondigroup.com/sdpublication17
A comprehensive view of our approach to sustainable development and our performance in 2017, prepared in accordance with the GRI G4 Core guidelines. Available online as an interactive
pdf at www.mondigroup.com/sd17 Printed on certified Mondi PERGRAPHICA® Classic Rough in 300gsm, 150gsm and 90gsm
Printing: CPI Colour | www.cpicolour.co.uk Design and production: Radley Yeldar | www.ry.com
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