Annual Report • Apr 6, 2021
Annual Report
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Deoleo S.A., warns that English version of the Consolidated Financial Statements for 2020, had been translated under its exclusive responsibility and do not constitute an official document.
Consolidated Financial Statements for Deoleo and Subsidiaries 2020:
The Annual Corporate Governance report 2020 and Individual Annual Accounts FY 2020 (spanish version) available on CNMV website and Deoleo web site.
Link IAGC 2020 (spanish version): http://cnmv.es/portal/Consultas/EE/InformacionGobCorp.aspx?nif=A48012009
Link Annual Accounts FY 2020 - Individual & Consolidated (spanish version): http://www.cnmv.es/portal/Consultas/IFA/ListadoIFA.aspx?id=0&nif=A48012009
Link IAGC 2020 (english version): https://deoleo.com/en/shareholders/corporate-governance/annual-report-on-corporate-governance/



| equipment | Valuation of non-financial non-current assets: goodwill, intangible assets, and property, plant and | |||||||
|---|---|---|---|---|---|---|---|---|
| Description | The consolidated statement of financial position at 31 December 2020 includes goodwill, intangible assets, and property, plant and equipment with a net value of 22 million euros, 459 million euros, and 58 million euros, respectively as disclosed in notes 6 and 7. |
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| As explained in Note 4.4 to the accompanying consolidated financial statements, at each year-end or whenever it identifies indications of impairment, the Group tests its assets for impairment to determine whether the recoverable amount has been reduced to below their carrying amount. When testing for possible impairment, these assets are attributed to the various cash-generating units (CGUs). The test is performed using discounted cash flow-based valuation techniques, as per cash flow projections aligned with profit and loss 5 years projections prepared by Group management, investments in non-financial and current assets, as well as other assumptions. Other variables which influence the recoverable amount calculation include the applicable discount rate, in addition to the growth rate used to extrapolate projections beyond the budget period. To perform the impairment test, Group management engaged the assistance of an independent expert. |
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| In view of the significance of the amounts involved, the high degree of judgment required of Group management to assess potential impairment of the aforementioned assets, and given that small percentage changes in the key assumptions used in the valuation could give rise to significant changes in the consolidated financial statements, we determined this to be a key audit matter. |
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| Our response In this regard, our audit procedures included the following: | ||||||||
| Understanding the processes established by Group management for estimating the recoverable amount of non-financial non-current assets, including evaluating the design and implementation of relevant controls. |
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| Obtaining the "impairment test" performed by Group management at 31 December 2020 based on 5 years projections prepared by Group management, which involved the participation of an independent expert, evaluating the competence, capacity, and objectivity of their work for the purposes of using it as audit evidence. In this regard, we verified, in collaboration with our valuation specialists, that the valuation methodology used is reasonably appropriate and consistent with prior year, that the arithmetical calculations were correct, and that the main assumptions considered (primarily those related to estimates of cash flow projections), as well as the long-term growth rates and the discount rates used were reasonable. In addition, we reviewed the sensitivity analyses carried out by the Group that show the effects that changes in the most significant assumptions used would have on the recoverable amount of CGU assets. |
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| Assessing the consistency of the assumptions applied when estimating future projections used to prepare the "impairment test" for non-financial non- current assets with assumptions used for other estimates, e.g., those related to assessing the recoverability of deferred tax assets or the application of the going concern principle. |
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| Reviewing the disclosures included in the notes to the financial statements in conformity with the applicable regulatory financial reporting framework. |




Consolidated financial statements for the year ended 31 December 2020 and Group management report
(Thousands of euros)
| Ye end ar- |
Ye end ar- |
Ye end ar- |
Ye end ar- |
||||
|---|---|---|---|---|---|---|---|
| AS SET S |
No te |
20 20 |
20 19 |
EQ UIT Y A ND LI AB ILI TIE S |
20 20 |
20 19 |
|
| 60 5.7 34 |
58 1.4 31 |
EQ UIT Y: |
No te 14 |
43 2.2 11 |
26 .50 6 |
||
| Int ible set ang as s: |
No te 6 |
45 9.1 84 |
44 4.2 61 |
Iss ued pit al ca |
1.0 00 |
2.8 10 |
|
| Tra dem ark nd righ ts s a usa ge |
422 .93 2 |
404 .31 1 |
Sh ium are pr em |
47 .97 6 |
- | ||
| Oth inta ngi ble set er as s |
33. 960 |
38. 172 |
Oth er res erv es |
(54 .32 6) |
13. 66 2 |
||
| Sof twa re |
2.2 92 |
1.7 78 |
nsl ati dif fer Tra on enc es |
(9. 2) 87 |
(13 7) .68 |
||
| Go odw ill |
No te 6 |
21 .71 7 |
21 .71 7 |
Va lua tio dju stm ent n a s |
(16 ) |
(44 ) |
|
| Pro pl d e ipm ty, ant ent per an qu : |
No 7 te |
57 .51 2 |
59 .33 1 |
Ret ain ed nin ear gs |
23 0.4 59 |
23 .76 5 |
|
| Lan d a nd bui ldin gs |
33. 025 |
35. 269 |
Equ ity rib ble f th att uta to nt ow ner s o e p are |
21 5.2 21 |
26 .50 6 |
||
| Pla nd chi nt a ma ner y |
20. 310 |
20. 014 |
rol ling in No ont ter est n-c s |
21 6.9 90 |
- | ||
| Oth er f ols and fu ixtu , to rnit res ure |
614 | 688 | |||||
| Oth item f PP &E er s o |
2.3 92 |
2.2 59 |
NO N-C UR RE NT LI AB ILI TIE S: |
32 4.5 52 |
66 7.1 29 |
||
| Pre d P P&E in nts pay me an pro gre ss |
1.1 71 |
01 1.1 |
No d o the tes an r |
||||
| in oci Inv est nts ate me ass s |
47 3 |
47 3 |
ark ble itie eta m se cur s |
16 No te |
- | 42 3 .45 |
|
| fin ial No ent ets n-c urr anc ass |
No te 8 |
10. 08 5 |
9.9 70 |
ba nk bor ing No ent n-c urr row s |
No te 16 |
204 .60 0 |
51 0.4 44 |
| De fer red ta ts x a sse |
No te 12. 3 |
56 .76 3 |
45 .67 9 |
Oth fin ial liab ilit ies er anc |
No te 16 |
2.2 14 |
2.1 09 |
| Go ent ant ver nm gr s |
No 19 te |
- | 3.9 21 |
||||
| CU SS ETS RR EN T A : |
24 5.8 56 |
26 5.6 49 |
fer red x l iab ilit ies De ta |
12. 3 No te |
10 1.2 81 |
94 .17 5 |
|
| ori Inv ent es |
No te 10 |
107 .39 7 |
83 .17 9 |
vis ion Pro s |
No te 18. 1 |
12. 62 0 |
10. 268 |
| Tra de and ot her cei vab les re |
No te 11 |
39 .32 2 |
65 .52 1 |
Oth nt liab ilit ies er non -cu rre |
No te 4.1 5 |
3.8 37 |
3.7 59 |
| Cu nt tax set rre as s |
No te 12 |
2.4 77 |
1.8 39 |
||||
| Oth t fi cia l as set er cur ren nan s |
No 8 te |
7.3 21 |
9.5 60 |
CU RR EN T L IAB ILI TIE S: |
94 .82 7 |
153 .44 5 |
|
| Oth t a ts er cur ren sse |
1.6 15 |
7.2 12 |
Cu fin ial bor ing nt rre anc row s |
16 No te |
96 15. 7 |
80 .92 2 |
|
| h a nd h e iva len Cas ts: cas qu |
No te 13 |
72 .58 2 |
78 .62 8 |
de and her yab les Tra ot pa |
No te 17 |
78 .10 1 |
71 .01 4 |
| Cas h |
72. 582 |
78. 628 |
Cu nt tax lia bili tie rre s |
No te 12 |
35 9 |
1.1 09 |
|
| No s h eld fo le ent set n-c as r sa urr |
No 5 te |
142 15. |
19. 0 71 |
Lia bili tie cia ted wi th he ld f sal nt ets s a sso non -cu rre ass or e |
No 5 te |
40 0 |
40 0 |
| TO TA L A SS ETS |
85 1.5 90 |
84 7.0 80 |
TO TA L E QU ITY AN D L IAB ILI TIE S |
85 1.5 90 |
84 7.0 80 |
The accompanying notes 1 to 32 are an integral part of the consolidated statement of financial position at 31 December 2020.
(Thousands of euros)
| No te |
2 0 2 0 |
2 0 1 9 |
|
|---|---|---|---|
| C O G O O NS NT IN U IN PE RA TI : |
|||
| Re ve nu e |
No te 2 8 |
6 6 5. 6 14 |
5 6 1. 95 3 |
| Ot he ing inc at r o p er om e |
No 21 te |
25 .14 1 |
2 6. 2 6 1 |
| C ha in inv ies f f in is he d g ds d w k in to es en o oo a or ro re ng r n p g ss |
2 8 No te |
2 2. 0 9 5 |
( 9 0 ) 5. 1 |
| ia ls d o he b les d Ra te t w ma r an r c on su ma u se |
No te 2 8 |
( ) 4 6 3. 0 6 1 |
( ) 3 9 3. 1 8 7 |
| Em loy be f its p ee ne ex p en se |
No 2 2 te |
( 4 9. 3 6 4 ) |
( 5 2. 74 0 ) |
| iat ion d a isa ion ha De rt t p re c a n mo c rg es |
No te 6 & 7 s |
( ) 1 2.4 2 6 |
( ) 14 .5 7 9 |
| Ot he ing at r o p er ex p en se s |
No 2 3 te |
( 1 0 7. 0 6 8 ) |
( 9 3. 9 3 9 ) |
| O G O / ( O S S ) PE RA TI N PR FI T L |
8 0. 8 95 |
27 8 9 5 |
|
| F ina inc nc e om e |
No 24 te |
2 6 3. 8 5 7 |
4. 5 5 4 |
| ina F ts nc e c os |
24 No te |
( 0. 8 6 3 ) 5 |
( 3 9 6 ) 7. 1 |
| PR O FI T BE F O RE TA X |
2 9 3. 8 8 9 |
( ) 5. 5 0 3 |
|
| Inc e t om ax |
No 1 2. 2 te |
( 3. 8 1 9 ) |
( 5. 1 0 3 ) |
| PR O FI T F O R T HE Y EA R |
2 9 0. 0 7 0 |
( 1 0. 6 0 6 ) |
|
| At i bu b le tr ta to : |
|||
| ho l de f t he Eq ity nt u rs o p are |
27 0. 3 4 4 |
( 0. 6 0 6 ) 1 |
|
| l lin No tro int sts n-c on g ere |
1 9. 6 3 6 |
- | |
| BA SI C EA RN IN G S PE R SH AR E ( ) eu ro s : |
|||
| fit / ( los ) fro Pro nt inu ing t ion s m co o p era s |
No te 1 4 |
0, 2 8 9 |
( ) 0, 0 0 8 |
| Pro fit / ( los ) fro d isc inu d o ion t t s m on e p era s |
- | - | |
| G S SH ( ) DI LU TE D EA RN IN PE R AR E eu ro s : |
|||
| fit / ( los ) fro Pro nt inu ing t ion s m co o p era s |
0, 2 8 9 |
( ) 0, 0 0 8 |
|
| Pro fit / ( los ) fro d isc inu d o ion t t s m on e p era s |
- | - |
statement of profit or loss for the year ended 31 December 2020 The accompanying notes 1 to 32 are an integral part of the - 2 -
(Thousands of euros)
| No te |
20 20 |
20 19 |
|
|---|---|---|---|
| OF FO OD PR IT R T HE PE RI |
29 0.0 70 |
( 6) 10 .60 |
|
| OT HE R C OM PR EH EN SIV E I NC OM E: |
|||
| d e nis ed di tly in uit In co me an xp en se rec og rec eq y |
|||
| nsl diff Tra ati on ere nce s |
No te 14 .4 |
( ) 5.6 70 |
1.9 45 |
| Act ria l ga ins / ( los ) ua ses |
13 | ( ) 143 |
|
| OT HE R C OM PR EH EN SIV E I NC OM E R EC OG NI SE D D IR EC TL Y I N E Q UI TY |
( 5.6 ) 57 |
1.8 02 |
|
| TO TA L C OM PR EH EN SIV E I NC OM E |
28 4.4 13 |
( 8.8 04 ) |
|
| rib ble Att uta to : |
|||
| E ity ho lde of the t qu rs pa ren |
26 5.6 57 |
( 8.8 04 ) |
|
| olli N ntr int sts on -co ng ere |
18 .75 6 |
- |
The accompanying notes 1 to 32 are an integral part of the consolidated statement of comprehensive income for the year ended 31 December 2020
(Thousands of euros)
| Sh are ita l ca p |
Sh are mi pre um |
Ot he r res erv es |
Re tai d ne rni ea ng s |
Tra lat ion ns dif fer en ce s |
Va lua tio n dif fer en ce s |
To tal uit eq y rib ble att uta to uit ho lde eq rs y of the t pa ren |
No tro llin n-c on g int sts ere |
To tal uit eq y |
|
|---|---|---|---|---|---|---|---|---|---|
| CL OS IN G B AL AN CE AT 31 D EC EM BE R 2 01 8 |
14 0.4 86 |
- | 57 .82 3 |
( 14 7.4 66 ) |
( 15 .63 2) |
99 | 35 .31 0 |
- | 35 .31 0 |
| tal hen 20 19 To siv e i in com pre nco me |
- | - | - | ( 10 .60 6) |
1.9 45 |
( 143 ) |
( 8.8 04 ) |
- | ( 8.8 04 ) |
| Sh elle d are s c anc |
( 137 .67 6) |
( 44 .16 1) |
18 1.8 37 |
- | - | - | - | - | |
| CL OS IN G B AL AN CE AT 31 D EC EM BE R 2 01 9 |
2.8 10 |
- | 13 .66 2 |
23 .76 5 |
( 13 .68 7) |
( 44 ) |
26 .50 6 |
- | 26 .50 6 |
| tal hen 20 20 To siv e i in com pre nco me |
- | - | - | 27 0.4 34 |
( 84 ) 4.7 |
7 | 26 5.6 57 |
18 6 .75 |
284 3 .41 |
| Sh elle d ( 14) not 1.2 & are s c anc es |
( 10) 2.8 |
- | ( 8) 67 .98 |
70 .79 8 |
- | - | - | - | - |
| Sh s is d ( 1.2 & 14) not are sue es |
1.0 00 |
47 .97 6 |
- | - | - | - | 48 .97 6 |
- | 48 .97 6 |
| Ch in c sol ida tio e ( 1.2 d 2 .6. 4) not ang es on n s cop es an |
- | - | - | ( 134 .53 8) |
8.5 99 |
21 | ( 125 .91 8) |
198 .23 4 |
72 .31 6 |
| CL OS IN G B AL AN CE AT 31 D EC EM BE R 2 02 0 |
1.0 00 |
47 .97 6 |
( 6) 54 .32 |
23 0.4 59 |
( ) 9.8 72 |
( ) 16 |
21 5.2 21 |
21 6.9 90 |
43 2.2 11 |
The accompanying notes 1 to 32 are an integral part of the consolidated statement of changes in equity for the year ended 31 December 2020
(Thousands of euros)
| Note | 2020 | 2019 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES: | 40.450 | 11.632 | |
| Profit before tax | 293.889 | (5.503) | |
| Adjustments to reconcile profit before tax to net cash flows: | (220.018) | 23.929 | |
| Depreciation and amortisation | Notes 6 & 7 | 12.426 | 14.580 |
| Impairment losses | Notes 21 & 23 | (19.046) | (12.127) |
| Change in current provisions | Notes 21 & 23 | (191) | (12.590) |
| Change in provisions for contingencies and charges | Note 18 | 2.411 | (1.641) |
| Gains/losses on derecognition and disposal of fixed assets | Notes 21 & 23 | (3.238) | 179 |
| Gains/losses on derecognition of financial instruments | Note 24 | (202.930) | 485 |
| Finance income | Note 24 | (46.501) | (102) |
| Finance costs | Note 24 | 38.563 | 32.046 |
| Change in fair value of financial instruments | Note 24 | (580) | (165) |
| Net exchange gains | Note 24 | (932) | 1.098 |
| Other gains/losses | - | 2.166 | |
| Working capital adjustments: | (7.090) | 21.864 | |
| Inventories | (23.846) | 11.168 | |
| Trade and other receivables | 19.901 | 12.898 | |
| Other current assets | 5.597 | (7.358) | |
| Trade and other payables | (8.494) | 5.591 | |
| Other assets and liabilities | (248) | (435) | |
| Other cash flows from operating activities: | (26.331) | (28.658) | |
| Interest paid | (20.932) | (28.554) | |
| Interest received | 1 | 102 | |
| Income tax paid | (5.400) | (206) | |
| CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES: | 9.218 | (6.419) | |
| Payments for investments: | (4.663) | (6.486) | |
| Intangible assets | Note 6 | (1.346) | (329) |
| Property, plant and equipment | Note 7 | (3.317) | (6.082) |
| Financial assets | - | (75) | |
| Proceeds from disposals: | 13.881 | 67 | |
| Property, plant and equipment | - | 67 | |
| Non-current assets held for sale | 13.435 | - | |
| Financial assets | 446 | - | |
| CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES: | (55.714) | 25.468 | |
| Proceeds from and payments for equity instruments: | 48.976 | - | |
| Proceeds from issuance of own equity instruments | Note 16 | 48.976 | - |
| Proceeds from and repayment of financial liabilities: | (104.690) | 25.468 | |
| Proceeds from bank borrowings | - | 25.900 | |
| Repayment of bank borrowings | (102.390) | (432) | |
| Repayment of other borrowings | (2.300) | - | |
| NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | (6.046) | 30.681 | |
| Cash and cash equivalents, opening balance | Note 15 | 78.628 | 47.947 |
| Cash and cash equivalents, closing balance | Note 15 | 72.582 | 78.628 |
The accompanying notes 1 to 32 are an integral part of the consolidated statement of cash flows for the year ended 31 December 2020.
Notes to the consolidated financial statements for the year ended 31 December 2020
Deoleo, S.A. (hereinafter, the Company or Parent) was incorporated as an open-ended public limited company (sociedad anónima) in Bilbao on February 1, 1955 under the name of Arana Maderas, S.A. It later changed its registered name on several occasions, taking its current name in 2011. In 1994, 2001, 2003 and 2011, the Parent completed a series of mergers, the details of which are disclosed in the annual financial statements corresponding to those years. In 2020, the Parent completed the refinancing process outlined in detail in note 1.2. The Parent's registered office is located in Cordoba, Spain, specifically in Alcolea on the N-IV at kilometre 388.
The Group's core business in 2020 consisted of the production, transformation and sale of vegetable oils and other food and agricultural products.
The Parent's shares are traded on the Bilbao, Madrid, Valencia and Barcelona stock exchanges and on the continuous electronic market. None of the subsidiaries has publicly listed its shares.
On 25 September 2019, the Deoleo Group reached an agreement with its main financiers for the restructuring of its syndicated loan; that agreement took effect on 26 September 2019, having duly obtained the required consents from the holders of that debt, and materialised in the form of a lock-up agreement. The balance outstanding on the debt to be restructured amounted to 574.9 million euros (unchanged as of 24 June 2020, which is when the restructuring process concluded).
A framework refinancing agreement encompassing the implementation of the restructuring effort was executed on 13 March 2020, signed by the same creditors as signed and/or acceded to the lock-up agreement and the Deoleo Group companies affected by the restructuring. That agreement was legally ratified on 20 March 2020 (the "Refinancing Agreement"). That Agreement regulated, among other matters, the key terms of the restructured debt, the procedure to be followed during the ensuing months to complete it and a binding commitment on the part of the banks to support, facilitate and implement the Group's financial restructuring effort.
The cornerstones of the Refinancing Agreement are:
that will carry on the business previously conducted by Deoleo, S.A.). The following companies have been layered in between Deoleo, S.A. and Deoleo Global, S.A.U.: (i) a new sub-holding company, Deoleo Holding, S.L.U. (which was initially wholly-owned by Deoleo, S.A. and which, following conversion of the Mandatorily Convertible Loan (a transaction completed on 19 January 2021), is owned 50.996% by Deoleo, S.A. and 49.004% by the holders of the syndicated loan); and (ii) two new holding companies incorporated in the UK, Deoleo UK, Ltd. and Deoleo Financial, Ltd., wholly-owned by Deoleo Holding, S.L.U. and Deoleo UK, Ltd, respectively (note 2.6.4).
(iv) The refinancing at Deoleo Holding, S.L.U. of the remaining debt (524.9 million euros) in the form of two loans: (i) a Mandatorily Convertible Loan (Debt to be Capitalised) in the amount of 282.9 million euros, which has been capitalised, such that the creditors have become shareholders of that subsidiary; and (ii) a 242 million euro loan, divided into two tranches with different terms and conditions and collateral, which mature in five and six years (note 16).
To that end, at the Extraordinary General Meeting held by the Parent on 17 January 2020 the following resolutions were ratified: (i) the reduction of Deoleo S.A.'s share capital to zero and a simultaneous capital increase of up to 50 million euros; (ii) the dissolution and liquidation of Deoleo Preferentes, S.A.U.; and (iii) the de-merger of the majority of the assets and liabilities of Deoleo, S.A., to Deoleo Holding, S.L.U., initially, and Deoleo Global, S.A.U. subsequently.
The restructuring effort concluded on 24 June 2020, having duly executed and registered the above transactions, along with other ancillary actions, and finished documenting the contractual aspects needed to execute the resolutions, such that they have taken full effect since that date.
By means of the above restructuring, the Group has replenished the Parent's equity, deleveraged and set up a corporate and financial structure that gives it greater flexibility for meeting its financial commitments, while injecting stability for the Parent and the Group in the short and medium term.
As noted above, a core component of the restructuring effort was the corporate reorganisation of the Deoleo Group, which was executed so as to take full and simultaneous effect on 24 June 2020, having been articulated around the following steps:
The Mandatorily Convertible Loan was capitalised on 19 January 2021.
As a result, the Group began to recognise the accounting effects of the capitalisation of the Mandatorily Convertible Loan as from the date on which the Refinancing and Shareholder Agreements took effect. Specifically:
The following organisational chart depicts the Deoleo Group's structure in the wake of the corporate restructuring and capitalisation transactions outlined:

The financial reporting framework applicable to the Group is made up of:
The 2020 annual consolidated financial statements were prepared from the accounting records and separate annual financial statements of the Parent and consolidated investees in keeping with the financial reporting framework outlined above (note 2.1) to present fairly the Group's equity and financial position at 31 December 2020 and its financial performance and the changes in its equity and cash flows during the year then ended.
The Group's consolidated financial statements and the Group entities' separate annual financial statements for the year ended 31 December 2020, duly authorised for issue by the corresponding governing bodies, are pending ratification by their respective shareholders.
However, the Parent's directors expect those annual financial statements to be approved without any significant changes. The Group's consolidated financial statements for the year ended 31 December 2019 were approved at Deoleo, S.A.'s Annual General Meeting on 29 October 2020 and duly filed with the Cordoba Companies Register.
Given that the accounting principles and measurement criteria used to prepare the Group's 2020 consolidated financial statements may differ from those used by certain of the Group entities, the appropriate adjustments and reclassifications have been made upon consolidation in order to standardise the various principles and criteria and bring them in line with IFRS-EU.
Certain new accounting standards took effect in 2020 and were accordingly considered in preparing these consolidated financial statements; they did not imply any changes in the Group's accounting policies.
The Group intends to apply the new standards, interpretations and amendments issued by the IASB whose application is not mandatory in the European Union when they are effective, to the extent applicable to the Group. Although the Group is still in the process of analysing their impact, based on the analysis performed to date, it estimates that their first-time application will not have a significant impact on its consolidated financial statements.
As required under IAS 1, the information contained in these consolidated financial statements in respect of 2019 is provided to enable the reader to compare it with that relating to 2020 and does not, therefore, constitute the Group's 2019 consolidated financial statements.
The consolidated financial statements are presented in thousands of euros, rounded to the nearest thousand. The euro is the Group's functional and presentation currency.
The Parent's directors are responsible for the information included in these consolidated financial statements.
The preparation of the Group's consolidated financial statements in accordance with the International Financial Reporting Standards requires the Parent's directors to make certain accounting estimates and judgements. Those estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances.
More specifically, in preparing the Group's consolidated financial statements the Parent's directors made estimates to quantify or measure and recognise, as appropriate, certain assets, liabilities, items of income and expense and commitments. Those estimates basically refer to:
Those estimates are made on the basis of the best information available at the reporting date regarding the facts and circumstances analysed. Nevertheless, it is possible that future events could make it necessary to change the estimates in future periods. Any changes in estimates would be accounted for in accordance with IAS 8.
On 11 March 2020, the World Health Organization escalated the status of the public health crisis triggered by the expansion of the coronavirus (COVID-19) to that of a global pandemic. The manner in which events have unfolded, in Spain and abroad, has caused an unprecedented health crisis that has impacted the macroeconomic environment and the Company's business performance. In 2020 a series of measures were taken to mitigate the economic and social ramifications of the pandemic. Those measures included restrictions on individual mobility. More specifically, Spanish has passed a raft of measures to help mitigate the situation: it declared an initial state of alarm (via Royal Decree 463/2020, of 14 March 2020), which was lifted on 1 July 2020, and approved a series of extraordinary emergency measures to combat the economic and social ramifications of COVID-19 (via Royal Decree-Law 8/2020, of 17 March 2020, among other executive orders). At the date of authorising the accompanying financial statements for issue, Spain was subject to a second state of alarm, declared via Royal Decree 926/2020 (25 October 2020), approved initially until 9 November 2020 and subsequently extended, by means of Royal Decree 956/2020 (3 November 2020) until 9 May 2021.
The manner in which the pandemic is unfolding is having an impact on the economy in general and on the Group's operations in particular, the effects of which are uncertain and will depend largely on the direction taken by the pandemic in the coming months.
Below is a summary of the most significant effects of COVID-19 on the 2020 consolidated financial statements:
• To date there have been no adverse ramifications on the Group's financial position, earnings performance or cash flows.
The following methods were used to prepare the consolidated financial statements:
'Subsidiaries' are investees over which Deoleo, S.A., or any of its subsidiaries, have the power to exercise effective control.
Specifically, the Parent controls an investee when it has:
The Parent re-assesses whether or not it controls an investee if the facts and circumstances indicate that there have been changes to one or more of the three elements of control itemised above.
When the Parent has the practical ability to unilaterally direct the investee's relevant activities, even without holding the majority of voting rights, it has sufficient rights to give it power (i.e., de facto control). The Parent assesses whether its voting rights are sufficient to give it power considering all of the relevant facts and circumstances, including:
Consolidation of a subsidiary begins when the Parent first obtains control and ceases when it loses control.
The financial statements of the subsidiaries are consolidated with those of the Parent using the full consolidation method. As a result, all material intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the Group are eliminated on consolidation.
Third-party interests in the Group's equity and profit or loss are presented under 'Non-controlling interests' in the consolidated statement of financial position, statement of profit or loss and statement of comprehensive income, respectively.
The income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated statement of profit or loss from the acquisition date or until the date of change in control, as warranted.
The Group subsidiaries at 31 December 2020 and 2019 are itemised in Appendix I, which is an integral part of these consolidated financial statements.
The identifiable assets acquired and the liabilities and contingent liabilities assumed in a business combination are measured at their fair values on the acquisition date, the date on which it obtains control, in accordance with IFRS 3 Business combinations. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill in the consolidated statement of financial position. If the cost of acquisition is less than the fair value of the identifiable net assets acquired, the gain (gain on a bargain purchase) is recognised in the consolidated statement of profit or loss on the acquisition date.
Associates are all entities over which the Parent has significant influence but not control. The power to exercise significant influence is usually evidenced by interests (held directly or indirectly) of 20% or more of an investee's voting rights.
In the consolidated financial statements, investments in associates are accounted for using the 'equity method', i.e. in the proportion of the Group's share of the assets of the investee, after adjusting for dividends received and other equity eliminations.
The Group's share of the profit or loss of an associate are presented within 'Share of profit/(loss) of associates' in the consolidated statement of profit or loss.
Unrealised gains and losses resulting from transactions between the Group and an associate are eliminated to the extent of its interest in the associate.
If the Group's share of losses of an associate equals or exceeds its interest in the associate, the Group discontinues recognition of its share of further losses and the interest is reduced to zero, unless the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
The Group uses the following criteria to translate the results and financial position of foreign operations included in the financial statements:
For the purposes of the consolidated statement of cash flows, the subsidiaries' cash flows, including comparatives, are translated to euros using the exchange rates prevailing on the date on which they occurred.
Exchange differences relating to foreign operations that are accumulated in equity are reclassified to the consolidated statement of profit or loss when they are disposed of or the Group loses control over them.
The Group companies' have the euro as their local currency with the exception of the subsidiaries located in the US, UK, Mexico, Canada, Australia, India, Malaysia, Colombia and Brazil (refer to Appendix I).
The most significant changes in the scope of consolidation, which affect the year-on-year comparison, in 2020 and 2019:
As outlined in note 1.2, the Deoleo Group restructured in 2020. A core component of that restructuring effort was the corporate reorganisation detailed above. The impact on the 2020 consolidated financial statements has been the following:
As a result, for accounting purposes, the Group derecognised the Mandatorily Convertible Loan and recognised an equity instrument at Deoleo Holding, S.L.U. at the fair value of 49.004% of Deoleo Holding, S.L.U. as if the capitalisation had taken place on 24 June 2020. The difference between the carrying amount of the financial liability derecognised and its fair value amounted to 207 million euros and is recognised under "Finance income" in the 2020 consolidated statement of profit or loss (notes 16 and 24).
(iii) In addition, as a result of the above capitalisation of the Mandatorily Convertible Loan, the accompanying consolidated financial statements recognise the noncontrolling interests (the 49.004% equity interest held by the former loan holders) in Deoleo Holding, S.L.U.
Lastly, in 2020, three subsidiaries - Aceites Ibéricos Acisa, S.A., Sevilla Rice Company, S.A. and Cambium Rice Investments, S.L. - were liquidated, without any impact on the Group's consolidated financial statements.
The Group did not acquire any new subsidiaries or deconsolidate any existing subsidiaries in 2019. It did incorporate some new subsidiaries but they did not have any impact on the Group's consolidated financial statements for the year.
Specifically, Deoleo Holding, S.L., Deoleo Global, S.A., Deoleo UK, Ltd., Deoleo Financial, Ltd. and Deoleo International, Ltd. were all incorporated under the scope of the agreement reached with the Group's main banks in order to restructure its syndicated loan.
The Group's parent, Deoleo, S.A. (the Company or Parent) incurred a significant loss of 70,797 thousand euros in 2019. As a result of that loss, coupled with the losses accumulated in prior years, the Parent's equity stood at a negative 54,326 thousand euros at year-end 2019. Moreover, at 31 December 2019, the Parent presented negative working capital of 31,953 thousand euros as a result, mainly, of the classification of its revolving credit facility, due June 2020, within current liabilities.
As a result, as from July 2019, Deoleo, S.A. met the grounds for dissolution under article 363 of Spain's Corporate Enterprises Act, specifically that of having an equity balance of less than half of share capital (equity was negative in August), requiring that the imbalance be redressed by reducing share capital or increasing equity.
As outlined in note 1.2, on 25 September 2019, the Group embarked on a financial restructuring process when it entered into a lock-up agreement with the pool of banks that had extended it a syndicated loan facility in the amount of 574.9 million euros.
Against the backdrop of that restructuring process, at the Extraordinary General Meeting held by the Parent on 17 January 2020 the following resolutions were ratified: (i) the reduction of Deoleo S.A.'s share capital to zero and a simultaneous capital increase of up to 50 million euros; (ii) the dissolution and liquidation of Deoleo Preferentes, S.A.U.; and (iii) the de-merger of the majority of the assets and liabilities of Deoleo, S.A., to Deoleo Holding, S.L.U., initially, and Deoleo Global, S.A.U. subsequently.
The restructuring effort concluded on 24 June 2020, having duly executed and registered the above transactions, along with other ancillary actions, and finished documenting the contractual aspects needed to execute the resolutions, such that they have taken full effect since that date.
The breakdown of the increase in the Company's equity as a result of the various transactions derived from the restructuring process is provided below:
| Thousands | |
|---|---|
| of euros | |
| Rights issue (net of costs) (note 14) Net gain recognised on the dissolution and liquidation |
48,976 |
| of Deoleo Preferentes, S.A.U. (note 16) | 42,227 |
| Total increase in equity | 91,203 |
By means of the restructuring, the Group has replenished the Parent's equity, which stood at 25,755 thousand euros at 31 December 2020, deleveraged and set up a corporate and financial structure that gives it greater flexibility for meeting its financial commitments, while injecting stability in the short and medium term.
Consequently, the Company's directors have prepared and authorised the 2020 consolidated financial statements on a going-concern basis.
The Parent's directors have approved the following motion for the appropriation of the profit - of 31,105 thousand euros -recognised by Deoleo, S.A. in 2020 for submission at the upcoming Annual General Meeting:
| Thousands of euros |
|
|---|---|
| To: legal reserve To: offset prior-year losses |
200 30,905 |
| 31,105 |
The main accounting principles, policies and measurement standards applied by the Group in preparing these consolidated financial statements in keeping with the IFRS prevailing at the reporting date are as follows:
Intangible assets are specifically identifiable non-monetary assets acquired from third parties. Only assets whose cost can be estimated objectively and from which future economic benefits are expected are recognised.
An intangible asset is deemed to have an indefinite useful life when there is no foreseeable limit to the period of time over which it is expected to generate economic benefits. All other intangible assets are considered to have finite useful lives.
The Group reviews its intangible assets' residual values, useful lives and amortisation methods at each year-end. Any changes in the initially established criteria are recognised as a change in accounting estimate.
Intangible assets with indefinite useful lives are not amortised but are tested for impairment at least once a year, using the same criteria as are used to test goodwill for impairment.
Finite-lived intangible assets are amortised on a straight-line basis over their estimated useful lives.
Trademarks and licences purchased from third parties are measured at their acquisition cost. Trademarks acquired as part of business combinations are recognised at their acquisition-date fair values.
The perpetual, exclusive and worldwide right to use the Bertolli trademark in the olive oil, sesame oil and balsamic vinegar categories is recognised within trademarks.
The Parent's directors have classified all but four of the Group's trademarks as having indefinite useful lives. Those with a finite useful live have a gross carrying amount of approximately 125,655 thousand euros; they are being amortised on a straight-line basis over an estimated useful life of 20 years. Having analysed all the relevant facts and circumstances, the Parent's directors believe that there is no foreseeable limit to the period of time for which the remaining trademarks will generate net cash flows, such that, other than the above four exceptions, it estimates they have indefinite useful lives. The trademarks with indefinite useful lives are not amortised but they are tested for impairment, at least annually and whenever there are indications of impairment. The Group tests its assets for impairment and recognises any impairment losses (or reversals thereof) in accordance with the criteria outlined in note 4.4. The useful life classification is reviewed at every year-end and is consistent with the Group's business plans.
The software acquired by the Group from third parties, which is measured at the cost incurred, is amortised on a straight-line basis over an estimated useful life of five years. The related maintenance costs are expensed as incurred.
At 31 December 2020, this heading included approximately 33,960 thousand of intangible assets, net of amortisation (year-end 2019: approximately 38,172 thousand euros), corresponding to the customer lists acquired as part of the Bertolli business combination; those assets have a finite estimated useful life of 19 years for Italy and 20 years in the rest of the world.
Goodwill is calculated as the difference between the sum of the consideration transferred, plus any non-controlling interest, plus the fair value of any previously held equity interest, net of the acquisitiondate fair values of the identifiable net assets acquired.
To determine fair value:
Goodwill is only recognised when it is purchased as part of a business combination.
On disposal of the cash-generating unit, the attributed amount of goodwill is included in the determination of the gain or loss on disposal.
Goodwill is not amortised. However, at each year-end or whenever it identifies indications of impairment, the Group tests its goodwill for irreversible impairment, comparing its carrying amount with its recoverable amount. If its goodwill is deemed impaired, it recognises the corresponding loss. Goodwill impairment losses cannot be reversed.
All goodwill is allocated to one or more cash-generating units. The recoverable amount of each cashgenerating unit is the higher of value in use and the net selling price for the unit's assets, calculated using the methodology described in note 4.4.
Items of property plant and equipment are carried at cost less accumulated depreciation and any accumulated impairment losses.
The cost of assets acquired or produced that require more than one year to ready for use (qualifying assets) includes the borrowing costs accrued prior to putting the assets to use whenever these expenses meet the capitalisation requirements.
Cost includes the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, to the extent the Group incurs such obligations as a consequence of having used the item for purposes other than to produce inventories.
Items of property, plant and equipment are depreciated by systematically allocating their depreciable amount over the course of their useful lives. 'Depreciable amount' for this purpose is their purchase cost less any residual value. The Group determines its depreciation charges separately for each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item and whose useful life is different to that of the rest of the item.
The cost of property, plant and equipment, after deducting any residual value, is depreciated on a straight-line basis over the following estimates useful lives:
| Years of | |
|---|---|
| useful life | |
| Buildings | 25 - 50 |
| Plant and machinery | 7.6 - 16.6 |
| Other fixtures, tools and furniture | 5 - 16.6 |
| Computer equipment | 4 - 5 |
| Vehicles | 3 - 10 |
| Other items of PP&E | 6 - 20 |
Long-term investments made in properties leased from third parties are recognised using the same criteria as for other items of property, plant and equipment. Such investments are depreciated during the shorter of their useful lives or the lease term. Determination of the lease term to that end is consistent with that established for lease classification purposes.
The Group reviews its assets' residual values, useful lives and depreciation methods at each year-end. Any changes in the initially established criteria are recognised as a change in accounting estimate.
Subsequent to initial recognition, the Group only capitalises costs incurred to the extent they increase the assets' capacity, productivity or lengthen their useful lives, duly derecognising any assets they substitute. As a result, the everday costs of maintaining the assets are recognised in profit or loss as incurred.
The Group tests its assets for impairment and recognises any impairment losses (or reversals thereof) in accordance with the criteria outlined in note 4.4.
Given that the Group has intangible assets with indefinite useful lives and goodwill, at every year-end it tests those assets for impairment to check whether their recoverable amount has fallen below their carrying amount.
The procedure followed by the Group for impairment testing purposes is as follows:
Other variables that affect the calculation of these recoverable amounts are:
For CGU identification purposes, the Group's management has been conducting the impairment tests on the basis of the manner in which they are managed and structured in terms of human resources and tangible and intangible assets, among other criteria. Accordingly, the tests are based on:
As a result, for the purposes of IAS 36 Asset impairment, the Group categorises its assets into those six CGUs and allocates the value of its corporate assets to them based on the following structure:
| Cash-generating unit (CGU) |
Type | Markets |
|---|---|---|
| Spain | Sales unit | Spain |
| Italy | Sales unit | Italy |
| Northern Europe | Sales unit | Germany, Belgium, Netherlands, France, the rest of Europe and MEA |
| North America | Sales unit | US and Canada |
| International Markets | Sales unit | Latin America, Australia, China, India and the rest of Asia |
| Operations | Manufacturing | Factories located in Spain and Italy |
The Parent's directors have prepared five-year financial projections for the Group. Those projections were used as the basis for its annual non-financial asset impairment tests.
The Parent engaged the services of an independent expert (PricewaterhouseCoopers Asesores de Negocios, S.L.) to value of each of the CGUs defined for impairment testing purposes. That expert's work focused on: (i) valuing the Group's trademarks (included under 'Other intangible assets'); and (ii) estimating the recoverable amounts of the various CGUs to which the Group has allocated its goodwill, and to which it similarly allocates its intangible assets (mainly trademarks), these being the Group's main assets, in keeping with IAS 36. Those calculations enable the Parent to then assess whether the carrying amounts of its CGUs are sufficiently substantiated by their recoverable amounts.
Subsequently, the Group's auditor, Ernst & Young, S.L., reviewed the independent expert's report as part of its audit work. Ernst & Young, S.L. also involved its internal valuation experts to check the methodology used by the independent expert to test the assets for impairment and the reasonableness of the discount and long-term growth rates used.
| The main assumptions used to perform the impairment tests: | ||
|---|---|---|
| Year-end 2020 | ||||||
|---|---|---|---|---|---|---|
| Cash-generating units | Discount rate (after tax WACC) |
Discount rate (pre tax WACC) |
Average growth rate, g |
Average growth in gross profit |
EBITDA CAGR |
Terminal value as a percentage |
| Spain Italy Northern Europe North America International Markets Operations |
7.4% 7.8% 6.3% 6.0% 8.3% 7.6% |
9.2% 10.0% 7.3% 7.8% 10.6% 10.1% |
1.7% 1.3% 1.7% 2.0% 3.0% 1.5% |
3.8% 8.7% (4.1%) 0.7% 6.5% 1.9% |
6.7% 17.5% (14.3%) (3.8%) 1.6% 3.7% |
94.0% 124.0% 78.5% 85.2% 79.8% 61.4% |
The average rate of growth in perpetuity modelled by the Group in 2020 was 1.8% (2020: 2.0%).
Based on the independent expert's conclusions regarding the value of its trademarks and the estimated recoverable amounts of its CGUs, the Group performed its CGU impairment tests, as follows (in both years):
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Spain | Italy | Northern Europe |
North America |
International Markets |
Operations | Total | |
| Net fixed assets Goodwill Working capital |
63,566 - (7,191) |
33,509 - (971) |
82,431 - (1,464) |
125,523 - 29,365 |
49,450 14,805 8,487 |
45,199 6,912 28,579 |
399,678 21,717 56,805 |
| Total net assets - opening | 56,375 | 32,538 | 80,967 | 154,888 | 72,742 | 80,690 | 478,200 |
| Net reversal of previously recognised trademark impairment (I) |
1,602 | 2,501 | 5,054 | 13,576 | 2,646 | - | 25,379 |
| Total net assets - restated | 57,977 | 35,039 | 86,021 | 168,464 | 75,388 | 80,690 | 503,579 |
| Fair value | 41,810 | 25,301 | 165,032 | 248,018 | 180,285 | 83,526 | 743,972 |
| Costs to sell | (418) | (253) | (1,650) | (2,480) | (1,803) | (835) | (7,439) |
| Recoverable amount | 41,392 | 25,048 | 163,382 | 245,538 | 178,482 | 82,691 | 736,533 |
| Potential headroom/(impairment) | (16,585) | (9,991) | 77,361 | 77,074 | 103,094 | 2,001 | |
| Potential net impairment by CGU | (16,585) | (9,991) | N/A | N/A | N/A | N/A | (26,576) |
| Net impairment applied to carrying amount of trademarks (II) |
(1,023) | (8,620) | N/A | N/A | N/A | N/A | (9,643) |
| Definitive headroom/(impairment) by CGU (I+II) |
579 | (6,119) | 5,054 | 13,576 | 2,646 | - | 15,736 |
The breakdown by CGU at 31 December 2020 of the carrying amount of the assets, their recoverable amounts and the resulting headroom or impairment loss, is as follows:
As a result of the impairment tests, the Group partially reversed previously recognised impairment losses by 20,635 thousand euros (15,736 thousand euros net of the tax effect). The impairment loss reversals were recognised under 'Other operating income' in the 2020 consolidated statement of profit or loss (note 21), while the tax impact, of 4,899 thousand euros, was recognised under 'Income tax' in the 2020 consolidated statement of profit or loss (note 12.3). The breakdown by CGU:
| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| Spain | Italy | Northern Europe |
North America |
Internati onal Markets |
Total | |
| Trademarks | 771 | (8,522) | 6,757 | 18,101 | 3,528 | 20,635 |
| Gross reversal/(impairment) |
771 | (8,522) | 6,757 | 18,101 | 3,528 | 20,635 |
| Tax effect | (192) | 2,403 | (1,703) | (4,525) | (882) | (4,899) |
| Net reversal/(impairment) | 579 | (6,119) | 5,054 | 13,576 | 2,646 | 15,736 |
At 31 December 2020, the carrying amount of the Group's trademarks (including 'Other intangible assets'), having recognised the effects of the impairment tests performed during the year, stood at 456,892 thousand euros, which is equal to their fair value, calculated using the relief-from-royalty technique (note 6).
The breakdown of the carrying amounts and fair values of the Group's trademarks at 31 December 2020:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| Trademark | Carrying amount before impairment tests |
Reversal/ (impairment) as a result of tests |
Carrying amount at 31 Dec. 2020 |
Fair value at 31 Dec. 2020 |
|
| Bertolli (*) Carbonell Carapelli Hojiblanca Sasso Koipe Maya Friol Koipesol San Giorgio |
207,279 95,367 85,769 14,048 14,090 1,687 2,760 6,271 7,089 1,897 |
28,682 63 (11,158) 2,169 (255) (170) 1,975 1,066 (1,129) (608) |
235,961 95,430 74,611 16,217 13,835 1,517 4,735 7,337 5,960 1,289 |
235,961 95,430 74,611 16,217 13,835 1,517 4,735 7,337 5,960 1,289 |
|
| Total | 436,257 | 20,635 | 456,892 | 456,892 |
(*) Includes the sum allocated to the Bertolli business's customer list, which is included under "Other intangible assets".
The assumptions used to determine the above-listed amounts are aligned with those used to value the CGUs. The royalty rates used ranged between 3% and 5.5%.
Below are the results of the sensitivity analysis performed with respect to the test results at year-end 2020 to model the impact on the recoverable amounts of the CGUs' assets of changes in the most sensitive assumptions used:
| Millions of euros | |||||
|---|---|---|---|---|---|
| Fair value | |||||
| Change in | Weighted average cost of capital (WACC) |
||||
| assumptions | Rate (0.5%) used 0.5% |
||||
| Average growth rate, g |
(0.2%) Rate used 0.2% |
45.2 46.6 48.1 |
40.7 41.8 43.0 |
36.9 37.8 38.8 |
| Millions of euros | ||||
|---|---|---|---|---|
| Change in gross margin | ||||
| (0.50%) | Rate used | 0.50% | ||
| Potential headroom/(impairment) for CGU | (26.1) | (16.6) | (7.2) | |
| Net impairment applied to carrying amount of trademarks |
(1.0) | (1.0) | (1.0) |
| Millions of euros | |||||
|---|---|---|---|---|---|
| Fair value | |||||
| Change in | Weighted average cost of capital (WACC) |
||||
| assumptions | Rate (0.5%) used |
0.5% | |||
| Average growth rate, g |
(0.2%) Rate used 0.2% |
27.7 28.7 29.7 |
24.5 25.3 26.2 |
21.8 22.4 23.2 |
| Millions of euros Change in gross margin |
|||
|---|---|---|---|
| (0.50%) | Rate used | 0.50% | |
| Potential headroom/(impairment) for CGU | (18.6) | (10.0) | (1.5) |
| Net impairment applied to carrying amount of trademarks |
(8.6) | (8.6) | (1.5) |
| Millions of euros | |||||
|---|---|---|---|---|---|
| Fair value | |||||
| Change in | Weighted average cost of capital (WACC) |
||||
| assumptions | Rate (0.5%) used |
0.5% | |||
| Average growth rate, g |
(0.2%) Rate used 0.2% |
178.3 186.0 194.4 |
159.1 165.1 171.7 |
143.5 148.3 153.5 |
| Millions of euros | |||
|---|---|---|---|
| Change in gross margin | |||
| (0.50%) | Rate used | 0.50% | |
| Potential headroom/(impairment) for CGU | 68.3 | 77.4 | 88.1 |
| Net impairment applied to carrying amount of trademarks |
- | - | - |
| Millions of euros | ||||
|---|---|---|---|---|
| Change in | Fair value Weighted average cost of capital (WACC) |
|||
| assumptions | Rate (0.5%) used |
0.5% | ||
| Average growth rate, g |
(0.2%) Rate used 0.2% |
269.5 281.5 295.0 |
239.0 248.0 258.0 |
215.1 222.0 229.6 |
| Millions of euros Change in gross margin |
|||
|---|---|---|---|
| (0.50%) | Rate used | 0.50% | |
| Potential headroom/(impairment) for CGU | 63.1 | 77.1 | 91.8 |
| Net impairment applied to carrying amount of trademarks |
- | - | - |
| Millions of euros | ||||
|---|---|---|---|---|
| Fair value | ||||
| Change in | Weighted average cost of capital (WACC) Rate (0.5%) used |
|||
| assumptions | 0.5% | |||
| Average growth rate, g |
(0.2%) Rate used 0.2% |
192.8 199.4 206.5 |
175.1 180.4 186.1 |
160.4 164.7 169.3 |
| Millions of euros | ||||
|---|---|---|---|---|
| Change in gross margin | ||||
| (0.50%) | Rate used | 0.50% | ||
| Potential headroom/(impairment) for CGU | 96.4 | 103.2 | 114.2 | |
| Net impairment applied to carrying amount of trademarks |
- | - | - |
| Millions of euros | ||||||
|---|---|---|---|---|---|---|
| Fair value | ||||||
| Change in | Weighted average cost of capital (WACC) |
|||||
| assumptions | Rate (0.5%) used 0.5% |
|||||
| Average growth rate, g |
(0.2%) Rate used 0.2% |
87.6 89.6 91.7 |
81.9 83.5 85.3 |
77.0 78.4 79.9 |
The results of the impairment tests are highly sensitive to variations in the key assumptions modelled, such that any deviations in actual growth rates and results relative to those estimated by management for the purposes of the tests could imply the need to recognise additional impairment losses in the future (or, by the same token, to reverse existing allowances).
At year-end, the Parent's management validated all of the assumptions used in the year-end 2020 impairment tests, which are underpinned by the Group's historical information, the estimates available for the various business areas and the best economic forecasts available, based on public information and macroeconomic trends.
The Parent's directors believe that the business and asset valuations are not an exact science, but rather a simulation exercise based on experience that requires the use of assumptions that contain a certain amount of subjectivity. Based on the impairment testing input received from the abovementioned experts, the Parent's directors believe that the conclusions obtained are reasonable and adequate. They also believe that there have been no significant developments since their performance requiring modification of the estimates made at year-end 2020 to conduct the impairment tests and that any possible reasonable change in the key assumptions on which the recoverable amount calculations are based would not cause the carrying amount of the CGU assets to vary significantly in either direction with respect to such recoverable amounts.
Below, for comparative purposes, are the most significant assumptions used in and the results of the impairment tests done at year-end 2019:
| Year-end 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Cash-generating units | Discount rate (after tax WACC) |
Discount rate (pre tax WACC) |
Average growth rate, g |
Average growth in gross profit |
EBITDA CAGR |
Terminal value as a percentage |
||
| Spain Italy Northern Europe North America International Markets Operations |
7.3% 7.8% 5.6% 6.0% 8.5% 7.6% |
8.9% 9.5% 7.0% 7.3% 10.7% 9.8% |
2.1% 1.6% 1.8% 2.1% 3.1% 1.9% |
6.2% 9.5% 7.6% 8.0% 8.9% 4.5% |
8.1% 16.8% 14.7% 15.1% 9.2% 7.1% |
87.5% 93.0% 86.9% 84.9% 80.3% 65.2% |
The average rate of growth in perpetuity modelled by the Group in 2019 was 2.0%.
| The breakdown of the carrying amount of the assets (before the recognition of impairment) and their | |
|---|---|
| recoverable amounts by CGU at year-end 2019: |
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Spain | Italy | Northern Europe |
North America |
International Markets |
Operations | Total | |
| Net fixed assets Goodwill Working capital Total net assets - opening |
64,019 - (6,654) 57,365 |
30,449 - (1,367) 29,082 |
57,333 - 4,165 61,498 |
148,731 - 19,837 168,568 |
61,082 14,805 12,864 88,751 |
46,334 6,912 21,329 74,575 |
407,948 21,717 50,174 479,839 |
| Net reversal of previously recognised trademark impairment (I) |
7,889 | 12,262 | 14,355 | 8,082 | 2,894 | - | 45,482 |
| Total net assets - restated | 65,254 | 41,344 | 75,853 | 176,650 | 91,645 | 74,575 | 525,321 |
| Fair value | 51,141 | 34,461 | 42,397 | 193,479 | 190,978 | 77,379 | 589,835 |
| Costs to sell | (511) | (344) | (424) | (1,935) | (1,910) | (774) | (5,898) |
| Recoverable amount | 50,630 | 34,117 | 41,973 | 191,544 | 189,068 | 76,605 | 583,937 |
| Potential headroom/(impairment) | (14,624) | (7,227) | (33,880) | 14,894 | 97,423 | 2,030 | |
| Potential net impairment by CGU | (10,968) | (5,492) | (28,141) | N/A | N/A | N/A | (44,601) |
| Net impairment applied to carrying amount of trademarks (II) |
(7,015) | (5,407) | (28,134) | N/A | N/A | N/A | (40,556) |
| Definitive headroom/(impairment) by CGU (I+II) |
874 | 6,855 | (13,779) | 8,082 | 2,894 | - | 4,926 |
As a result of the impairment tests, the Group partially reversed previously recognised impairment losses by 10,966 thousand euros (4,926 thousand euros net of the tax effect).
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Spain | Italy | Northern Europe |
North America |
Internati onal Markets |
Total | ||
| Trademarks | 1,183 | 8,644 | (13,991) | 11,204 | 3,926 | 10,966 | |
| Gross reversal/(impairment) | 1,183 | 8,644 | (13,991) | 11,204 | 3,926 | 10,966 | |
| Tax effect | (309) | (1,789) | 212 | (3,122) | (1,032) | (6,040) | |
| Net reversal/(impairment) | 874 | 6,855 | (13,779) | 8,082 | 2,894 | 4,926 |
The breakdown of the carrying amounts and fair values of the Group's trademarks at 31 December 2019:
| Thousands of euros | ||||
|---|---|---|---|---|
| Trademarks | Carrying | Reversal/ | ||
| Other | amount before | (impairment) | Carrying | Fair value |
| intangible | impairment | as a result of | amount at 31 | at 31 Dec. |
| assets | tests | tests | Dec. 2019 | 2019 |
| Bertolli (*) | 246,772 | (35,281) | 211,491 | 210,214 |
| Carbonell | 89,032 | 6,335 | 95,367 | 95,367 |
| Carapelli | 40,177 | 45,592 | 85,769 | 85,769 |
| Hojiblanca | 16,021 | (1,973) | 14,048 | 14,048 |
| Sasso | 18,849 | (3,534) | 15,315 | 13,703 |
| Koipe | 9,215 | (7,381) | 1,834 | 1,834 |
| Maya | 3,224 | (463) | 2,761 | 2,525 |
| Friol | 3,340 | 2,931 | 6,271 | 6,271 |
| Koipesol | 1,027 | 6,569 | 7,596 | 7,596 |
| San Giorgio | 3,861 | (1,829) | 2,032 | 1,102 |
| Total | 431,517 | 10,966 | 442,483 | 438,429 |
(*) Includes the sum allocated to the Bertolli business's customer list, which is included under "Other intangible assets".
The assumptions used to determine the above-listed amounts were aligned with those used to value the CGUs. The royalty rates used ranged between 3% and 5.5%.
Non-current assets or disposal groups are classified as non-current assets held for sale when their carrying amount will be recovered principally through a sale transaction expected to be realised within the next 12 months rather than through continuing use. For this to be the case, the asset (or disposal group) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and the sale must be considered highly probable.
Non-current assets or disposal groups classified as held for sale are not depreciated; they are measured at the lower of their carrying amounts and fair value less costs to sell.
The Group recognises an impairment loss for any initial or subsequent write-down of the assets classified within this category with a charge to profit or loss from continuing operations in the consolidated statement of profit or loss unless the assets meet the definition of a discontinued operation.
The Group recognises a gain for any subsequent increase in fair value less costs to sell in profit or loss, although this increase may not exceed the accumulated impairment loss recognised, either in accordance with the prescribed measurement at fair value less costs to sell or impairment losses recognised on the assets prior to their classification as held for sale.
The Group measures a non-current asset that ceases to be classified as held for sale (or ceases to be included in a disposal group classified as held for sale) at the lower of (i) its carrying amount before classification as such, adjusted for any depreciation, amortisation or impairment that would have been recognised had it not been classified as held for sale and (ii) its recoverable amount at the date of the reclassification decision. Any required adjustment to the carrying amount of a non-current asset that ceases to be classified as held for sale is recognised in profit or loss profit or loss from continuing operations.
A discontinued operation is a component of the Group that either has been disposed of or is classified as held for sale; and:
A component of the Group comprises operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity.
The post-tax profit or loss of discontinued operations and the post-tax gain or loss on the disposal of the assets or disposal group(s) constituting the discontinued operation are presented in a single line item amount in the consolidated statement of profit or loss (under 'Profit/(loss) from discontinued operations').
If the Group ceases to classify a component as a discontinued operation, the results of operations of the component previously presented within discontinued operations are reclassified and included in income from continuing operations for all periods presented.
The Group accounts for leases as follows:
• Right-of-use assets
The Group recognises right-of-use assets at the inception of the lease, i.e., the date on which the underlying asset is available for use. Right-of-use assets are measured at cost less accumulated depreciation and any impairment losses and are adjusted for any remeasurement of the associated lease liabilities. The initial cost of right-of-use assets includes the amount of the lease liability at initial recognition, initial direct costs incurred and lease payments made before the commencement of the lease. Any incentives received are deducted from the initial cost. Unless the Group is reasonably certain it will obtain ownership of the leased asset at the end of the lease term, right-of-use assets are depreciated on a straight-line basis over the shorter of their estimated useful life and the lease term. Right-of-use assets are tested for impairment.
• Lease liabilities
At the lease commencement date, the Group recognises lease liabilities at the present value of the lease payments to be made during the lease term. Lease payments include fixed payments (including in-substance fixed lease payments) less any incentives receivable, variable lease payments that depend on an index or a rate, and the amounts expected to be payable under residual value guarantees. Lease payments also include the exercise price of a purchase option if the Group is reasonably certain to exercise that option and the payment of penalties for terminating the lease, if the lease term reflects the assessment that the Group will exercise its option to terminate. Variable lease payments that do not depend on an index or a rate are expensed in the period in which the event or condition that triggers those payments occurs.
To calculate the present value of its lease payments, the Group uses a discount rate equivalent to its incremental borrowing rate at the date of commencement of the lease if the interest rate implicit in the lease is not readily determinable. After initial recognition, the measurement of a lease liability is increased by the interest accrued and reduced by lease payments made. In addition, the carrying amount of lease liabilities is remeasured if the lease is modified, if there is a change in the assessment of the lease term, a change in in-substance fixed lease payments or a change in the assessment of an option to purchase the underlying asset. The lease liability is also increased if there is a change in future lease payments as a result of a change in the index or rate used to determine the amounts of those payments.
• Short-term and low-value leases
The Group applies the short-term lease recognition exemption (i.e., leases that, at the commencement date, have a lease term of 12 months or less and do not contain a purchase option) to its machinery and equipment leases. It applies the low-value lease recognition exemption to its leases over office equipment of low value. Lease payments for short-term and low-value leases are recognised as expense on a straight-line basis over the lease term.
• Judgement exercised in determining the term of leases with extension options
The Group determines the lease term as the non-cancellable period of the lease, plus the periods covered by an option to extend the lease, if is reasonably certain it will exercise that option. The lease term also includes the periods covered by an option to terminate the lease if it is reasonably certain not to exercise that option.
In some of its lease contracts, the Group has the option of extending the lease. The Group assesses whether it is reasonably certain to exercise those options. To do so, it considers all the relevant facts and circumstances that create an economic incentive for it to extend. After initial recognition, the Group reassesses the lease term upon the occurrence of a significant event or significant change in circumstances that is within its control and affects whether it is reasonably certain to exercise (or not exercise) the option to extend the lease.
Financial assets are recognised on the consolidated statement of financial position when they are acquired, initially at fair value. The financial assets held by the Group companies are classified as follows:
Transaction costs that are directly attributable to the acquisition are recognised as an increase in the acquisition cost or as an expense depending on whether the financial asset being purchased is classified at fair value through other comprehensive income or through profit or loss.
The fair value of a financial instrument on a given date is the amount for which it could be exchanged between knowledgeable, willing parties in an arm's length transaction.
Interest accrued on financial assets at amortised cost is recognised in the consolidated statement of profit or loss using the effective interest method. Amortised cost is the initial cost less principal repayments less any expected loss allowance. The Group recognises impairment allowances for the risk of default. Specifically, it calculates those allowances for its customer portfolio using the expected credit loss model.
Financial assets are derecognised when the contractual rights to the related cash flows have expired or when the risks and rewards incidental to ownership of the asset have been substantially transferred. In contrast, the Group does not derecognise financial asset transfers in which it retains substantially all the risks and rewards of ownership, recognising instead a financial liability in the amount of any consideration received.
The Group companies' financial liabilities are mainly held-to-maturity financial liabilities, which are measured at amortised cost. The financial liabilities held by the Group companies are classified as follows:
The Group derecognises financial liabilities when the related obligation is discharged or cancelled or expires.
The Group uses derivatives to hedge the risks to which its activities, operations and projected cash flows expose it. The main risk derives from exposure to changes in exchange rates and interest rates. To hedge the transactions which expose it to these risk factors, the Group arranges financial derivatives.
The Group is party to certain derivatives that although arranged mainly for hedging purposes do not qualify for hedge accounting. The effects of recognising those instruments at fair value are recognised directly in profit or loss in 2020 and 2019 (notes 9 and 24).
Derivatives embedded in other financial instruments or in other contracts are treated as separate derivatives only when their economic risks and characteristics are not closely related to those of the host contract and the hybrid contract is not measured at fair value with changes in fair value recognised in other comprehensive income.
The fair value of the various derivatives arranged is calculated using the valuation techniques described in note 4.9 below.
The Group determines the fair value of its financial assets and liabilities as follows:
Subsequent to initial recognition, the Group classifies its financial instruments into a hierarchy, from levels 1 to 3, depending on the extent to which the inputs used are observable.
The Group defines the fair value of a financial instrument as the price that would be received to sell an asset or paid to transfer a liability, including own credit risk.
To determine the credit risk adjustment, the Group uses a technique based on the calculation, using simulations, of the total expected exposure (which therefore includes current and potential exposure), adjusted for the probability of default over time and the loss given default assigned to the Group and each of its counterparties. The total expected exposure of derivatives is obtained using observable market inputs such as yield, currency and volatility curves, factoring in market conditions at the measurement date.
The inputs used to determine own credit risk and counterparty credit risk (which in turn determine the probability of default) are mainly based on own credit spreads and the spreads of comparable companies currently traded on the market (CDS curves, yields on bond issues).
The only financial assets and financial liabilities measured at fair value at both year-ends were the Group's financial derivatives (note 9).
An equity instrument is a contract that evidences a residual interest in the Parent's assets after deducting all of its liabilities.
The equity instruments issued by the Parent are recognised in equity at the amount received net of any issuance costs.
Own shares acquired by the Parent during the year are recognised at the amount of consideration given in exchange and are presented as a deduction from equity. Any gains and losses on the purchase, sale, issuance or cancellation of own equity instruments are recognised in equity.
This heading includes cash and highly-liquid, short-term (less than 3 months) investments that are readily convertible into cash, the value of which is not subject to significant risks. The interest earned on those investments is recognised as income as accrued; any interest outstanding at year-end is added to the cash equivalents balance on the consolidated statement of financial position.
Inventories are initially measured at purchase or production cost. The purchase cost includes the amount invoiced by the seller, net of any trade discounts received and the amount of any financing component included in nominal prices, plus any additional expenses incurred in bringing the inventories to their present location and condition and others directly attributable to their purchase.
Inventory production cost includes the cost of purchasing the raw materials and other consumables directly related with the units produced and a portion of the fixed and variable production overheads incurred during the conversion period, calculated on a systematic basis. Fixed production overheads are allocated on the basis of the higher of normal production capacity or the actual level of production. Purchases that are returned are deducted from the amount of the corresponding inventories and sales that are returned are added at the purchase or production price attributed to them in accordance with the inventory valuation method used.
Advances received on account of inventories are measured at cost.
The cost of raw materials and other supplies, the cost of goods held for resale and conversion costs are allocated to the various units in stock using the weighted average cost formula. The Group uses a period of one month to value its inventories.
The carrying amount of inventories is written down for impairment when their cost exceeds their net realisable value. For impairment testing purposes, net realisable value is:
The Group's functional currency is the euro. As a result, transactions denominated in currencies other than the euro are considered foreign currency transactions and are recognised at the exchange rate prevailing on the transaction date.
On the date of each statement of financial position, monetary assets and liabilities denominated in foreign currency are translated into the functional currency using the exchange rates prevailing on the reporting date. Any resulting exchange gains or losses are recognised directly in profit or loss.
The Group uses the following criteria to account for grants, donations and bequests received:
Pursuant to the collective bargaining agreements in effect in its various workplaces, the Group is obliged to pay a special bonus to employees when they take early retirement (between the ages of 59 and 64), which is set on the basis of the age at retirement. Those obligations have been externalised through insurance policies; the corresponding insurance premium is expensed annually. The amount expensed in this connection was not material in either 2020 or 2019.
Pursuant to the collective bargaining agreements in effect in its various workplaces, the Group is obliged to pay a special bonus to employees who have worked for it for a specific length of time. Those obligations cannot be externalised but can be provided for. The Group has recognised the corresponding provision under 'Other non-current liabilities' on the accompanying consolidated statement of financial position.
The main assumptions used to calculate that provision in 2020 were the following:
In keeping with Italian legislation, Carapelli Firenze, S.p.A., has provided for one month's pay per year worked for all of its employees. That obligation is payable when an employee leaves its employment, whether voluntarily or involuntarily. Application of IAS 19 to this obligation had a positive impact of 13 thousand euros in 2020 (2019: a negative impact of 143 thousand euros), which was recognised under "Valuation adjustments" in equity.
The main assumptions used to calculate that provision in 2020 were the following:
At 31 December 2020, to cover the cost of these and the other employee obligations outlined, the Group had recognised a provision of 1,615 thousand euros (year-end 2019: 2,030 thousand euros) within 'Other non-current liabilities' in the accompanying consolidated statement of financial position.
The termination benefits payable as a result of the Group's decision to terminate employment before the normal retirement date are recognised when the Group is demonstrably committed to terminating the employment relationship in accordance with a detailed formal plan for which there is no realistic possibility of withdrawal or modification.
At year-end 2020, the Group had recognised provisions for termination benefits of 380 thousand euros (year-end 2019: 286 thousand euros).
On 5 June 2017, the Parent's Board of Directors approved a remuneration scheme which consisted of the allocation of a specific number of rights to its beneficiaries which in turn entitled the latter to receive a certain amount of remuneration depending on the price at which the Parent's majority shareholder sold the Deoleo, S.A. shares it held.
That scheme took effect on 5 June 2017 and was to run until Deoleo, S.A.'s current majority shareholder sold its shares in the Company. The beneficiaries were the members of the management team of the Deoleo, S.A., including the chief executives, as stipulated by the Board of Directors of Deoleo, S.A. at the recommendation of its Appointments and Remuneration Committee.
The Group did not recognise any amounts in connection with the scheme in 2020 or 2019 as the vesting terms had not been met.
As resolved at the Annual General Meeting held by Deoleo, S.A. on 29 October 2020, the above longterm bonus plan has been cancelled.
On 31 May 2019, the Company's Appointments and Remuneration Committee approved a special bonus scheme for certain employees; the bonuses will accrue annually depending on the level of delivery of annual targets and three payment events in years 2, 3 and 5 from its date of effectiveness, so long as the employees remain in the Company's employment on the payment dates.
The Group recognised 1,123 thousand euros of employee benefits expense in connection with this scheme in 2020 (2019: 1,612 thousand euros). At 31 December 2020, to cover the cost of this obligation, the Group had recognised a provision of 2,645 thousand euros (year-end 2019: 1,612 thousand euros), of which 1,949 thousand euros was recognised within 'Other non-current liabilities' in the accompanying consolidated statement of financial position.
As indicated in note 18.2, in the context of the restructuring work, the Shareholder Agreement between Deoleo, S.A. and the lender banks agreed the creation of an extraordinary long-term remuneration scheme for the members of the executive team of the Deoleo Holding Subgroup.
The beneficiaries of that scheme will be entitled to receive an extraordinary cash bonus to be determined as a function of the increase in the value of Deoleo Holding, S.L.U. whenever a potential Sale takes place, so long as the amount paid for Deoleo Holding, S.L.U. is higher than 98,039,216.47 euros.
The bonus will be payable by Deoleo Holding, S.L.U., which is the Group company assuming this commitment.
The Parent's directors have concluded that as of 31 December 2020, the employee benefits expense to be accrued cannot be determined: the information available is deemed insufficient to determine the fair value of this commitment as the probability of a Sale and its possible date cannot be determined. Against that backdrop, they have decided to carry the related contingent liability at zero and to review that judgement on future reporting dates in light of the trends in the different variables that affect its valuation.
In drawing up the consolidated financial statements, the Parent's directors distinguish between:
The consolidated financial statements recognise all provisions in respect of which it is considered probable that an obligation will have to be settled. Contingent liabilities are not recognised in the consolidated financial statements, but are disclosed in the accompanying notes, unless the possibility of an outflow of resources embodying economic benefits is remote.
Provisions are measured at the present value of the best estimate of the expenditure required to settle or transfer the present obligation based on information available concerning the obligating event and its consequences; changes in the provision's carrying amount arising from discounting are recognised as finance cost as accrued.
The compensation to be received from a third party when an obligation is settled is recognised as a separate asset so long as it is virtually certain that the reimbursement will be received, unless the risk has been contractually externalised so that the Group is legally exempt from having to settle, in which case the reimbursement is taken into consideration in estimating the amount of the provision, if any.
Income and expenses are recognised on an accrual basis, i.e., when earned or incurred, respectively, regardless of when actual collection or payment occurs. Revenue is measured at the fair value of the consideration received, less discounts and taxes.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have been transferred to the buyer and when the Group retains neither continuing managerial involvement to the degree usually associated with ownership, nor effective control over the goods sold.
Revenue from the rendering of services is recognised by reference to the stage of completion of the transaction at the reporting date, whenever the outcome of the transaction can be estimated reliably.
Interest income on financial assets is recognised using the effective interest rate method; dividends are recognised when the shareholder's right to receive them is established. Interest and dividend income accrued on financial assets after their date of acquisition is recognised as revenue in the consolidated statement of profit or loss.
The Parent has been paying its tax under the special tax consolidation scheme regulated by Chapter VII, Title VII of the consolidated text of Spain's Corporate Income Tax Act (enacted by Royal Decree-Law 4/2004) since January 2011, having duly informed the tax authorities of that decision.
The companies comprising its tax consolidation group are:
Against the backdrop of the restructuring process completed by the Group, a number of corporate transactions were completed, at the behest of the creditors, as a result of which Deoleo, S.A. has lost, in 2021, its status as the parent of tax group no. 0171/11, given that it has ceased to hold an ownership in the rest of the Group companies in excess of the threshold stipulated in article 58 of Spain's Corporate Enterprise Act. As a result, the above consolidation tax consolidation group has been extinguished with effect from 2021, so that 2020 will be its last year of effectiveness.
In addition, from 2021, Deoleo Holding, S.L.U. has become the new parent of the rest of the Group companies, which have agreed to apply the consolidated tax regime as part of a new tax group of which Deoleo Holding, S.L.U. will be the parent. Deoleo Holding, S.L.U. has duly notified the Spanish tax authorities of that agreement, as required under article 61.6 of the Corporate Income Tax.
Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income).
Current tax is the amount of income tax payable (recoverable) in respect of the taxable profit (tax loss) for the year. In addition to withholdings and payments on account, current tax is reduced by the application of unused tax credits and unused tax losses.
Deferred tax expense or income corresponds to the recognition and derecognition of deferred tax assets and liabilities. They include taxable and deductible temporary differences between the carrying amount of an asset or liability and its tax base, and the carryforward of unused tax credits and unused tax losses. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply when the asset is realised or the liability settled.
Deferred tax liabilities are recognised for all taxable temporary differences, except to the extent they arise from the initial recognition of goodwill whose amortisation is not deductible for tax purposes or the initial recognition of another asset or liability in a transaction that affects neither accounting profit nor taxable profit (tax loss).
Deferred tax assets, meanwhile, are only recognised for deductible temporary differences to the extent that it is probable that the consolidated entities will generate sufficient taxable profit against which the deductible temporary differences can be utilised and so long as the deferred tax asset does not arise as a result of the initial recognition of an asset or liability in a transaction that does not affect either accounting profit or taxable income (tax loss). Any other deferred tax assets (unused tax losses and unused tax credits) are only recognised to the extent that it is probable that the consolidated entities will generate sufficient taxable profit in the future against which these assets can be utilised.
At each year-end, the deferred tax assets recognised are reassessed and their carrying amount is reduced if there are any doubts about their recoverability. At the end of each reporting period, previously unrecognised deferred tax assets are reassessed. A previously unrecognised deferred tax asset is recognised if it has become probable that taxable profit will be available against which the asset can be utilised.
The Group classifies assets and liabilities expected to be realised or settled within 12 months after the reporting date within current assets and liabilities on its consolidated statement of financial position; all other assets and liabilities are classified as non-current.
The Group takes measures to prevent, reduce or repair the damage caused to the environment by its activities.
Expenses derived from environmental activities are recognised as other operating expenses in the period in which they are incurred.
Items of property, plant and equipment acquired for the purpose of sustained use in its business operations whose main purpose is to minimise environmental damage and/or enhance environmental protection, including the reduction and elimination of future pollution from the Group's activities, are recognised as assets, applying the measurement, presentation and disclosure criteria described in Note 4.3.
Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary equity holders of the Parent by the weighted average number of ordinary Parent shares outstanding during the year (not including the average number of Parent shares held as treasury stock by the Group companies).
The following terms and definitions are used in the consolidated statement of cash flows, prepared using the indirect method:
The breakdown of the assets and liabilities included under 'Non-current assets held for sale' and 'Liabilities associated with non-current assets held for sale' and the reconciliation of the opening and closing balances in 2020 and 2019:
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Opening balance |
Additions and charges |
Derecognitions and reversals |
Transfers from receivables (note 11.2) |
Transfers from investment properties (note 7) |
Translation differences |
Closing balance |
|
| Assets: Property, plant and equipment |
45,998 | 9 | (34,204) | 1,523 | - | (5) | 13,321 |
| Investment properties Deferred tax assets Asset impairment |
1,254 4,542 (32,084) |
- - (1,589) |
(44) (3,093) 24,083 |
7,700 - - |
2,254 - (1,202) |
- - - |
11,164 1,449 (10,792) |
| Total assets | 19,710 | (1,580) | (13,258) | 9,223 | 1,052 | (5) | 15,142 |
| Liabilities: Other non-current liabilities Total liabilities |
(400) (400) |
- - |
- - |
- - |
- - |
- - |
(400) (400) |
| Carrying amount | 19,310 | (1,580) | (13,258) | 9,223 | 1,052 | (5) | 14,742 |
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Opening balance |
Additions and charges |
Derecognitions and reversals |
Transfers from investment properties |
Translation differences |
Closing balance |
||
| Assets: Property, plant and |
9,793 | - | - | 36,203 | 2 | 45,998 | |
| equipment Investment properties Deferred tax assets Asset impairment |
634 1,449 (6,622) |
- - - |
(21) - - |
641 3,093 (25,462) |
- - - |
1,254 4,542 (32,084) |
|
| Total assets | 5,254 | - | (21) | 14,475 | 2 | 19,710 | |
| Liabilities: Other non-current liabilities Total liabilities |
(400) (400) |
- - |
- - |
- - |
- - |
(400) (400) |
|
| Carrying amount | 4,854 | - | (21) | 14,475 | 2 | 19,310 |
The main movements under non-current assets held for sale in 2020:
The Group is actively pursuing the sale of the above-listed assets and the Parent's directors believe the sales will close within 12 months from the reporting date. These assets meet the accounting requirements for classification as non-current assets held for sale.
The year-end breakdown and the reconciliation of the carrying amount of this consolidated statement of financial position heading at the beginning and end of 2020 and 2019:
| Thousands of euros | |||
|---|---|---|---|
| Opening Additions and |
Closing | ||
| balance | charges | balance | |
| Intangible assets: | |||
| Cost: | |||
| Trademarks and usage rights | 898,661 | - | 898,661 |
| Other intangible assets | 85,867 | - | 85,867 |
| Software and other | 17,798 | 1,347 | 19,145 |
| 1,002,326 | 1,347 | 1,003,673 | |
| Accumulated amortisation: | |||
| Trademarks and usage rights | (27,455) | (2,014) | (29,469) |
| Other intangible assets | (47,695) | (4,212) | (51,907) |
| Software and other | (16,020) | (833) | (16,853) |
| (91,170) | (7,059) | (98,229) | |
| Impairment recognised | |||
| Trademarks and usage rights | (466,895) | 20,635 | (446,260) |
| (466,895) | 20,635 | (446,260) | |
| Carrying amount: | |||
| Trademarks and usage rights | 404,311 | 18,621 | 422,932 |
| Other intangible assets | 38,172 | (4,212) | 33,960 |
| Software and other | 1,778 | 514 | 2,292 |
| Carrying amount of intangible assets | 444,261 | 14,923 | 459,184 |
| Goodwill: | |||
| Cost | 220,218 | - | 220,218 |
| Impairment | (198,501) | - | (198,501) |
| Carrying amount of goodwill | 21,717 | - | 21,717 |
| Thousands of euros | ||||
|---|---|---|---|---|
| Opening Additions and Other |
Closing | |||
| balance | charges | movements | balance | |
| Intangible assets: | ||||
| Cost: | ||||
| Trademarks and usage rights | 898,661 | - | - | 898,661 |
| Other intangible assets | 85,867 | - | - | 85,867 |
| Software and other | 17,464 | 334 | - | 17,798 |
| 1,001,992 | 334 | - | 1,002,326 | |
| Accumulated amortisation: | ||||
| Trademarks and usage rights | (32,975) | (2,572) | 8,092 | (27,455) |
| Other intangible assets | (43,483) | (4,212) | - | (47,695) |
| Software and other | (15,108) | (912) | - | (16,020) |
| (91,566) | (7,696) | 8,092 | (91,170) | |
| Impairment recognised | ||||
| Trademarks and usage rights | (469,769) | 10,966 | (8,092) | (466,895) |
| (469,769) | 10,966 | (8,092) | (466,895) | |
| Carrying amount: | ||||
| Trademarks and usage rights | 395,917 | 8,394 | - | 404,311 |
| Other intangible assets | 42,384 | (4,212) | - | 38,172 |
| Software and other | 2,356 | (578) | - | 1,778 |
| Carrying amount of intangible assets | 440,657 | 3,604 | - | 444,261 |
| Goodwill: | ||||
| Cost | 220,218 | - | - | 220,218 |
| Impairment | (198,501) | - | - | (198,501) |
| Carrying amount of goodwill | 21,717 | - | - | 21,717 |
The breakdown of the original cost of the Group's fully-amortised intangible assets still in use at year-end is provided below:
| Thousands of euros | |||
|---|---|---|---|
| 31/12/202 31/12/201 |
|||
| 0 | 9 | ||
| Software | 13,410 | 12,973 | |
| 13,410 | 12,973 |
This heading mainly comprises software and computer programs.
The additions recognised during the year correspond mainly to the acquisition and development of computer programmes designed to enhance the efficiency of certain processes.
'Trademarks' and 'Other intangible assets' within 'Intangible assets' in the consolidated statement of financial position mainly recognise the fair value of the Group's various trademarks, valued as a result of purchase price allocations performed during the various business combinations pursued by the Group or directly in the case of those acquired directly. Specifically, this heading reflects the value ascribed to the Group's commercial trademarks, the most important being its olive oil brands (Carbonell, Carapelli, Hojiblanca, Sasso and Koipe) and its seed oil brands (Koipesol, Friol and Maya); it also reflects the right to use ('usage rights') the Bertolli trademark in the vegetable oil and vinegar businesses (note 4.4).
| Thousands of euros | |||
|---|---|---|---|
| 31/12/202 0 |
31/12/201 9 |
||
| Cash-generating unit: | |||
| Spain | 76,469 | 77,174 | |
| Italy | 34,167 | 45,364 | |
| Northern Europe | 111,718 | 56,222 | |
| North America | 168,652 | 185,425 | |
| International Markets | 65,886 | 78,298 | |
| 456,892 | 442,483 |
The breakdown of the Group's trademarks and other intangible assets by cash-generating unit:
The Parent's directors have classified the Group's trademarks as having indefinite useful lives except for four, whose gross carrying amount is 125,655 thousand euros, which are being amortised on a straight-line basis over an estimated useful life of 20 years. The amortization charge recognised in the 2020 consolidated statement of profit or loss amounted to 2,014 thousand euros (2019: 2,572 thousand euros).
As indicated in note 4.4, in 2020, the Parent's directors tested its assets for impairment. That process indicated the need to reverse previously recognised impairment losses on trademarks and usage rights by a net 20,635 thousand euros (2019: net reversal of 10,966 thousand euros). The reversal was recognised under 'Other operating income' in the accompanying 2020 consolidated statement of profit or loss (note 21).
Elsewhere, certain trademarks, which are mainly assigned to the Spanish CGU, with a carrying amount of 102,906 thousand euros (year-end 2019: 104,797 thousand euros), were pledged as part of the guarantees extended by the Parent under the loan agreement entered into on 13 June 2014 between Deoleo, S.A. and Deoleo USA, Inc., as borrowers, and several lenders (note 16). Following the refinancing process outlined in notes 1.2 and 16, which took effect on 24 June 2020, those pledges were released.
The breakdown of goodwill by the cash-generating units to which it has been assigned is provided in the table below:
| Thousands of euros | |||
|---|---|---|---|
| 31/12/202 31/12/201 0 9 |
|||
| Cash-generating unit: International Markets Operations |
14,805 6,912 21,717 |
14,805 6,912 21,717 |
As indicated in note 4.4, in 2020, the Parent's directors tested its assets for impairment. That process did not indicate the need to recognise any goodwill impairment losses in 2020 (or 2019).
Goodwill is tested for impairment at least annually, following the methodology outlined in note 4.4.
The year-end breakdown and the reconciliation of the carrying amount of this consolidated statement of financial position heading at the beginning and end of 2020 and 2019:
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Opening balance |
Additions and charges |
Derecognitions and reversals |
Transfers to NCAHFS (*) (note 5) |
Other transfers |
Translation differences |
Closing balance |
|
| Cost: | |||||||
| Land and buildings | 71,951 | 798 | (303) | (2,414) | - | - | 70,032 |
| Plant and machinery | 56,268 | 1,954 | - | - | 1,196 | - | 59,418 |
| Other fixtures, tools and furniture | 7,528 | 106 | (40) | - | 8 | (35) | 7,567 |
| Computer equipment | 2,239 | 164 | (20) | - | - | (19) | 2,364 |
| Vehicles | 2,239 | 630 | (5) | - | - | - | 2,864 |
| Other items of PP&E | 237 | - | - | - | - | - | 237 |
| Prepayments and PP&E in progress | 1,101 | 1,274 | - | - | (1,204) | - | 1,171 |
| 141,563 | 4,926 | (368) | (2,414) | - | (54) | 143,653 | |
| Accumulated depreciation: | |||||||
| Buildings | (27,332) | (1,679) | - | 160 | - | (8) | (28,859) |
| Plant and machinery | (35,859) | (2,854) | - | - | - | - | (38,713) |
| Other fixtures, tools and furniture | (6,840) | (179) | 40 | - | - | 26 | (6,953) |
| Computer equipment | (1,471) | (153) | 20 | - | - | 15 | (1,589) |
| Vehicles | (804) | (503) | - | - | - | 4 | (1,303) |
| Other items of PP&E | (181) | - | - | - | - | - | (181) |
| (72,487) | (5,368) | 60 | 160 | - | 37 | (77,598) | |
| Accumulated impairment: | |||||||
| Land and buildings | (9,350) | - | - | 1,202 | - | - | (8,148) |
| Plant and machinery | (395) | - | - | - | - | - | (395) |
| (9,745) | - | - | 1,202 | - | - | (8,543) | |
| Carrying amount | 59,331 | (442) | (308) | (1,052) | - | (17) | 57,512 |
(*) Non-current assets held for sale
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Restatement for first-time application |
Restated | Additions | ||||||
| Opening balance |
of IFRS 16 (note 2.2) |
opening balance |
and charges |
Derecognitions and reversals |
Other transfers |
Translation differences |
Closing balance |
|
| Cost: | ||||||||
| Land and buildings | 70,128 | 1,938 | 72,066 | 488 | (1,237) | 634 | - | 71,951 |
| Plant and machinery | 52,341 | 433 | 52,774 | 2,111 | (140) | 1,523 | - | 56,268 |
| Other fixtures, tools and furniture | 7,450 | - | 7,450 | 52 | - | 22 | 4 | 7,528 |
| Computer equipment | 2,202 | - | 2,202 | 36 | - | 1 | 2,239 | |
| Vehicles | 564 | 910 | 1,474 | 765 | - | - | - | 2,239 |
| Other items of PP&E | 237 | - | 237 | - | - | - | - | 237 |
| Prepayments and PP&E in progress | 1,090 | - | 1,090 | 2,194 | - | (2,183) | - | 1,101 |
| 134,012 | 3,281 | 137,293 | 5,646 | (1,377) | (4) | 5 | 141,563 | |
| Accumulated depreciation: | ||||||||
| Buildings | (26,152) | - | (26,152) | (1,796) | 601 | 15 | - | (27,332) |
| Plant and machinery | (33,060) | - | (33,060) | (2,939) | 140 | - | - | (35,859) |
| Other fixtures, tools and furniture | (6,640) | - | (6,640) | (200) | - | - | - | (6,840) |
| Computer equipment | (1,312) | - | (1,312) | (159) | - | - | - | (1,471) |
| Vehicles | (296) | - | (296) | (508) | - | - | - | (804) |
| Other items of PP&E | (181) | - | (181) | - | - | - | - | (181) |
| (67,641) | - | (67,641) | (5,602) | 741 | 15 | - | (72,487) | |
| Accumulated impairment: | ||||||||
| Land and buildings | (9,755) | - | (9,755) | - | 405 | - | - | (9,350) |
| Plant and machinery | (384) | - | (384) | - | - | (11) | - | (395) |
| (10,139) | - | (10,139) | - | 405 | (11) | - | (9,745) | |
| Carrying amount | 56,232 | 3,281 | 59,513 | 44 | (231) | - | 5 | 59,331 |
Capital expenditure amounted to 4,926 thousand euros in 2020 and was earmarked mainly to modernising and upgrading the facilities and equipment at the Alcolea and Tavarnelle factories.
The Group disposed of items of property, plant and equipment with a carrying amount of 308 thousand euros (2019: 231 thousand euros), generating a loss of 36 thousand euros (2019: gain of 19 thousand euros and loss of 86 thousand euros) (notes 21 and 23).
Also in 2020, a number of properties owned by Deoleo Global, S.A.U. and Cetro Aceitunas, S.A., in net amounts of 301 thousand euros and 751 thousand euros, respectively, were transferred from this heading to 'Non-current assets held for sale' (note 5).
The original cost of the items of property, plant and equipment and fixed assets included in non-current assets held for sale (note 5) that were fully depreciated and still in use at 31 December 2020 and 2019 is provided below:
| Thousands of euros | |||
|---|---|---|---|
| 31/12/2020 31/12/2019 |
|||
| Buildings Plant and machinery Other fixtures, tools and furniture |
9,713 69,252 10,810 |
9,667 84,478 15,466 |
|
| 89,775 | 109,611 |
It is Group policy to take out the insurance policies necessary to cover the potential risks to which the various items of its property, plant, and equipment are exposed. The Parent's directors believe that the coverage existing at year-end is sufficient to cover those risks.
The breakdown this consolidated statement of financial position heading:
| Thousands of euros | |||
|---|---|---|---|
| 31/12/2020 | 31/12/2019 | ||
| Non-current: Available-for-sale financial assets: |
|||
| Measured at cost Held-to-maturity investments Other financial assets |
178 2,537 7,370 |
228 - 9,742 |
|
| 10,085 | 9,970 | ||
| Current: Derivative financial instruments (note 9) Held-to-maturity investments Other financial assets |
646 6,411 264 |
80 8,299 1,181 |
|
| 7,321 | 9,560 |
The non-current balance of 'Other financial assets' includes long-term security and other deposits. In 2020, it mainly includes: (i) payments in the amount of 4,999 thousand euros made by Carapelli Firenze, S.p.A. in prior years in connection with customs inspections (note 12.5); and (ii) the account receivable in the amount of 1,663 thousand euros recognised pursuant to the agreements reached by Deoleo, S.A. on 14 February 2020 in connection with a series of criminal and civil proceedings (note 11.2). In 2019, it also included a 3,921 thousand euro deposit in connection with the request that Cogeneración de Andújar, S.A. return the grant awarded by the energy authority of Andalusia, which in 2020 was offset against the liability recognised under 'Government grants', as the appeal filed in prior years was dismissed (note 19).
'Held-to-maturity investments' correspond to current and non-current fixed-term deposits with maturities of more than 3 months from their arrangement.
The current balance of 'Other financial assets' mainly includes accounts receivable in relation to fixed asset sales. In 2020, the Group collected the 900 thousand euros outstanding from the sale of the factories and facilities of Deoleo Industrial México, S.A. de C.V. in 2017.
Note that fair values of the financial assets carried at amortised cost do not differ significantly from their carrying amount.
The breakdown of the derivatives included under this consolidated statement of financial position heading at year-end:
| Thousands of euros | ||||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | |||
| Financial | Financial | Financial | Financial | |
| assets | liabilities | assets | liability | |
| Current: | ||||
| Foreign currency | 646 | - | 80 | 14 |
| Total recognised derivatives | 646 | - | 80 | 14 |
All of the derivatives held by the Group at 31 December 2020 are considered hedges but do not qualify for hedge accounting. The impact of the changes in their fair value is recognised in 'Finance income' in the accompanying consolidated statement of profit or loss in the amount of 580 thousand euros (2019: income of 164 thousand (note 24). The adjustment for own and counterparty credit risk was not significant at 31 December 2020.
The Group had not designated any hedging relationships at either reporting date.
To manage its exposure to exchange rate risk, the Group arranges forward contracts in the currencies of its main business markets.
| Thousands | Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|---|
| Average exchange | Foreign | Notional | Fair | |||||
| rate (EUR) | currency | amount | value | |||||
| Currency | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Forward FX: US dollar Canadian dollar Options (*): US dollar |
1.20 1.55 1.30 |
1.11 1.47 1.14 |
14,363 4,658 96,093 |
8,173 4,405 336 |
12,000 3,000 74,028 |
7,341 3,000 296 |
260 18 368 |
79 (14) 1 |
| 89,028 | 10,637 | 646 | 66 |
(*) The options written give the Group the right but not the obligation to purchase a notional amount of currency at a prearranged price.
The notional amount of all of the forward currency agreements in existence at year-end 2020 was 15,000 thousand euros (year-end 2019: 10,341 thousand euros); they were arranged to hedge payments and collections arising in the course of the Group's business operations and/or financial commitments assumed.
The Group hedges its business transactions as a function of the estimated timing of its payments and collections. As a result, all forward agreements settle within less than one year.
The fair value of the forward contracts was estimated by comparing the exchange rates secured via the contracts with the market rates corresponding to the date of settlement of each transaction using data obtained from public sources and/or specialist information providers.
The impact of a 1% movement in the EUR/USD exchange rate, in either direction, on the value of the hedges at year-end 2020 would be 1%, as they are not leveraged. The overall impact, factoring in the hedged items, would be neutral.
The breakdown this consolidated statement of financial position heading:
| Thousands of euros | |||
|---|---|---|---|
| 31/12/2020 31/12/2019 |
|||
| Goods held for resale Raw materials and other goods |
1,957 | 1,660 | |
| held for conversion | 24,323 | 22,164 | |
| Work in progress | 12,157 | 7,638 | |
| Finished goods | 71,250 | 54,933 | |
| 109,687 | 86,395 | ||
| Provision for inventory | |||
| impairment | (2,290) | (3,216) | |
| 107,397 | 83,179 |
Set out below is the movement in the allowance for inventory impairment in 2020 and 2019:
| Thousands of euros | |||
|---|---|---|---|
| 2020 | 2019 | ||
| Opening balance | 3,216 | 1,872 | |
| Additions (note 23) | 513 | 2,958 | |
| Amounts used | (394) | (236) | |
| Reversals (note 21) | (885) | (1,383) | |
| Translation differences | (160) | 5 | |
| Closing balance | 2,290 | 3,216 |
At 31 December 2020, the Group was contractually committed to the purchase of 37,723 thousand euros of inventories (year-end 2019: 30,677 thousand euros).
The Group has arranged insurance it deems sufficient to cover its exposure to inventory-related risk.
The breakdown of this consolidated statement of financial position heading at year-end 2020 and 2019:
| Thousands of euros | |||
|---|---|---|---|
| 31/12/2020 | 31/12/2019 | ||
| Trade receivables | 41,456 | 57,126 | |
| Other accounts receivable | 4,677 | 15,221 | |
| Prepayments to suppliers | 178 | 380 | |
| Receivable from employees | 23 | 35 | |
| Taxes receivable (note 12.1) | 15,069 | 14,699 | |
| Provision for receivables impairment | (22,081) | (21,940) | |
| 39,322 | 65,521 |
This heading mainly comprises the balances pending collection from sales made by the Group to third parties in the ordinary course of its business.
The ageing analysis of the receivables past due at year-end 2020 and 2019:
| Thousands of euros | ||
|---|---|---|
| 31/12/2020 | 31/12/2019 | |
| By less than 30 days | 3,498 | 8,467 |
| By 31 to 60 days | 2,251 | 3,082 |
| By 61 to 120 days | 1,649 | 2,476 |
| By over 120 days | 1,626 | 913 |
| 9,024 | 14,939 |
'Other accounts receivable' at year-end 2019 included a net balance of 10,677 thousand euros corresponding to amounts due collection under the agreements reached with all of the persons and entities that were party to the various criminal and civil suits in relation with the former directors of the Parent.
In 2020, the Group reclassified some of the assets received under those agreements to the corresponding asset categories. The main transfers were: (i) the properties received, in the amount of 9,223 thousand euros, were transferred to 'Non-current assets held for sale' (note 5); (ii) 1,663 thousand euros receivable in the long-term were reclassified to 'Non-current financial assets' (note 8); and (iii) 1,874 thousand euros of bank accounts and cash balances received were transferred to 'Cash and cash equivalents'.
At year-end 2020, the Group had multiple receivables discounting lines with an aggregate limit of 57,000 thousand euros (year-end 2019: same limit), which were drawn down by 23,903 thousand euros (year-end 2019: 27,036 thousand euros). As part of its financial risk management effort, the Group evaluates whether those agreements imply the transfer of substantially all of the risks and rewards incidental to ownership of the financial assets transferred.
Where it retains the contractual rights to receive the cash flows, the Group only derecognises a financial assets if it is contractually obliged to pay those flows to one or more recipients and the following conditions are also met:
Based on that analysis, the Group had derecognised 10,836 thousand euros of qualifying transferred financial at year-end 2020 (year-end 2019: 11,105 thousand euros), thus continuing to recognise the sum of 13,067 thousand euros under 'Current financial borrowings - Current bank borrowings' in this respect (year-end 2019: 15,931 thousand euros) (note 16.3).
Set out below is the movement in the allowance for receivables impairment in 2020 and 2019:
| Thousands of euros | ||
|---|---|---|
| 2020 | 2019 | |
| Opening balance | 21,940 | 286,196 |
| Additions (note 23) | 182 | 385 |
| Amounts used | (22) | (252,874) |
| Amounts recovered (note 21) | (2) | (11,780) |
| Translation differences | (17) | 13 |
| Closing balance | 22,081 | 21,940 |
Credit risk with respect to trade receivables is not significantly concentrated, as the Group has a large number of internationally dispersed customers.
The breakdown of the tax payable to and receivable from the tax authorities at year-end 2020 and 2019:
| Thousands of euros | ||
|---|---|---|
| Receivable | 31/12/2020 | 31/12/2019 |
| Non-current: | ||
| Deferred tax assets | 56,763 | 45,679 |
| Total non-current | 56,763 | 45,679 |
| Current: | ||
| Current tax assets | 2,477 | 1,839 |
| 2,477 | 1,839 | |
| Taxes receivable from the authorities: | ||
| VAT | 14,833 | 13,994 |
| Corporate income tax in respect of prior years | 13 | 19 |
| Other items | 194 | 668 |
| Social security receivable | 29 | 18 |
| 15,069 | 14,699 | |
| Total current | 17,546 | 16,538 |
| Thousands of euros | |||
|---|---|---|---|
| Payable | 31/12/2020 | 31/12/2019 | |
| Non-current: | |||
| Deferred tax liabilities | 101,281 | 94,175 | |
| Total non-current | 101,281 | 94,175 | |
| Current: | |||
| Current tax liabilities | 359 | 1,109 | |
| 359 | 1,109 | ||
| Social security payable (note 17) | 931 | 842 | |
| Taxes payable to the authorities: | |||
| VAT | 1,584 | 418 | |
| Withholdings | 1,415 | 1,045 | |
| Other items | - | 670 | |
| 3,930 | 2,975 | ||
| Total current | 4,289 | 4,084 |
The corporate income tax of each of the consolidated entities is calculated on the basis of their accounting profit (loss), which need not necessarily coincide with taxable profit (tax loss).
The breakdown of income tax expense/(tax income) is as follows:
| Thousands of euros | ||
|---|---|---|
| 2020 | 2019 | |
| Current tax for the year Adjustment in respect of prior years Deferred tax: Origination and reversal of temporary differences |
4,879 336 (1,396) |
2,120 (410) 3,393 |
| Total tax expense | 3,819 | 5,103 |
The reconciliation between the effective average tax rate and the statutory rate and between tax expense and accounting profit for 2020 and 2019:
| Thousands of euros | ||
|---|---|---|
| 2020 | 2019 | |
| Profit/(loss) before tax | 293,889 | (5,503) |
| Hypothetical tax expense (income) at Parent's statutory income tax rate Effect of different tax rates of entities residing outside of Spain Net non-deductible expenses / (net non-taxable income) Restatement of deferred tax assets and liabilities Adjustments in respect of prior years |
73,473 980 (59,999) (10,971) 336 |
(1,376) 467 15,959 (9,537) (410) |
| Income tax expense | 3,819 | 5,103 |
The main adjustments included under 'Non-taxable income':
(a) Spanish Royal Decree-Law 3/2016 modified the tax regime governing impairment losses recognised on equity investees. Following the modification, tax payers must revert the higher of the following two quantities: (i) the straight-line reversal over a period of five years of impairment losses on investees that were deductible for tax purposes and recognised in tax periods prior to 2013; and (ii) the amount of reversal arising from the recovery of own funds from the corresponding subsidiary. All of which unless the equity securities are sold within the abovementioned period, in which case the amounts pending reversal have to be added to taxable income for the tax period in which the sale occurs, up to the limit of the gain derived from the sale transaction. In 2020, the reversal of impairment losses on investees implied the addition of 10,895 thousand euros to taxable income (equivalent to tax payable of 2,724 thousand euros), as was the case in 2019, leaving nothing pending reversal in 2021.
The main adjustment included under 'Restatement of deferred tax assets and liabilities' reflects the result of the tax group's reassessment of the recoverability of its tax assets, an exercise that has triggered the recognition of income of 10,125 thousand euros under 'Income tax' in the 2020 consolidated statement of profit or loss (note 12.3).
The reconciliation of the opening and closing balances of deferred tax assets and liabilities recognised on the consolidated statement of financial position:
| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| Recognised in profit or loss | ||||||
| Opening | Transfers | Translation | Closing | |||
| balance | Increases | Decreases | and other | differences | balance | |
| Assets: | ||||||
| Unused tax losses | 6,696 | 5,716 | (140) | - | (21) | 12,251 |
| Unused tax credits | 8,332 | 6,029 | (1) | - | - | 14,360 |
| Rights deriving from the limit on finance expense deductions |
22,331 | 905 | - | - | - | 23,236 |
| Other items | 8,320 | 3,373 | (4,636) | 27 | (168) | 6,916 |
| 45,679 | 16,023 | (4,777) | 27 | (189) | 56,763 | |
| Liabilities: | ||||||
| Trademarks and other intangible assets | 91,260 | 7,340 | - | - | - | 98,600 |
| PP&E and other items | 2,915 | 158 | (419) | 27 | - | 2,681 |
| 94,175 | 7,498 | (419) | 27 | - | 101,281 |
| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| Recognised in profit or loss | ||||||
| Opening balance |
Increases | Decreases | Transfers and other (note 5) |
Translation differences |
Closing balance |
|
| Assets: | ||||||
| Unused tax losses | 11,150 | 1,180 | (5,657) | - | 23 | 6,696 |
| Unused tax credits | 19,858 | - | (11,531) | - | 5 | 8,332 |
| Rights deriving from the limit on finance expense deductions |
- | 22,331 | - | - | - | 22,331 |
| Other items | 12,232 | 2,543 | (3,389) | (3,093) | 27 | 8,320 |
| 43,240 | 26,054 | (20,577) | (3,093) | 55 | 45,679 | |
| Liabilities: | ||||||
| Trademarks and other intangible assets | 82,473 | 9,064 | - | (277) | - | 91,260 |
| PP&E and other items | 2,832 | 26 | (220) | 277 | - | 2,915 |
| 85,305 | 9,090 | (220) | - | - | 94,175 |
As a result of the update of the Group's financial projections, as indicated in note 4.4, and the corporate transactions executed as part of the restructuring of its syndicated debt, outlined in note 1.2, at yearend 2020, the Parent reassessed the recoverability of the tax assets recognised in relation to unused tax losses, unused tax credits and the limits imposed on the deductibility of finance costs. As a result of that reassessment, it has recognised 10,125 thousand euros of income under 'Income tax' in the 2020 consolidated statement of profit or loss, reflecting an increase in tax assets in respect of unused tax losses of 3,191 thousand euros, an increase in tax assets in respect of unused tax credits in the amount of 6,029 thousand euros and an increase in the tax asset related with the limit on the deductibility of interest expense in the amount of 905 thousand euros.
In addition, the Group recognises tax assets in respect of unused tax losses at Carapelli Firenze, S.p.A. in the amount of 4,603 thousand euros, an increase of 2,525 thousand euros, due to the tax losses recognised by that subsidiary in 2020 as a result of the tax loss recognised on the sale of the Inveruno factory (note 12.2).
The increases and decreases in deferred tax assets under 'Other items' correspond primarily to changes during the year in charges for amortisation, depreciation and other provisions for tax and accounting purposes.
As for deferred tax liabilities, the net decrease corresponds to the difference between the amortisation and impairment of trademarks, usage rights and goodwill for accounting and tax purposes. As indicated in note 4.4, the tax impact of the impairment tests conducted on the Group's non-financial assets in 2020 was to increase the deferred tax liabilities associated with its trademarks and usage rights by 4,899 thousand euros.
The years of origination of the unused tax losses and unused tax credits of Group subsidiary, Deoleo Global, S.A.U., at year-end 2020:
Unused tax losses:
| Year | Thousands | |
|---|---|---|
| originated | of euros | |
| 2006 | 1,187 | |
| 2007 | 20,840 | |
| 2008 | 25,547 | |
| 2009 | 415,502 | |
| 2010 | 51,782 | |
| 2011 | 41,553 | |
| 2015 | 1,703 | |
| 2017 | 1,640 | |
| 2018 | 16,873 | |
| 576,627 |
Unused tax credits
| Year | Thousands |
|---|---|
| originated | of euros |
| 2009 | 14,678 |
| 2010 | 1,284 |
| 2012 | 3,064 |
| 2013 | 10,607 |
| 2014 | 4,467 |
| 2015 | 102 |
| 2016 | 94 |
| 2017 | 57 |
| 34,353 |
In keeping with prevailing tax legislation, the Spanish entities have no time limit for offsetting unused tax losses against taxable income. However, the amount of such tax losses that can ultimately be utilised could change following inspection by the tax authorities of the year(s) in which they were generated.
Note that the above-listed deferred tax assets have been recognised due to the Parent's directors' belief, based on their best estimates, that it is probable that future taxable profit will be available against which the assets can be utilised.
The breakdown of the Group's unrecognised deferred tax assets, recalculated at the tax rates at which they are expected to be realised in the case of those subject to the tax rate:
| Thousands of euros | ||||
|---|---|---|---|---|
| 31/12/202 | 31/12/201 | |||
| 0 | 9 | |||
| Deferred tax assets: | ||||
| Temporary differences | 15,005 | 14,067 | ||
| Finance costs | 16,669 | 11,756 | ||
| Unused tax losses: | 150,482 | 139,701 | ||
| Unused tax credits | 21,102 | 30,657 | ||
| 203,258 | 196,181 |
The Group has not recognised the deferred tax assets itemised above (stated at deductible amounts) on the consolidated statement of financial position based on the its belief that the probability that it will be able to utilise them in the future is below the required threshold.
In 2011 and 2012, Carapelli Firenze, S.p.A. was handed down provisional assessments by the Italian tax authorities in respect of several concepts in the amounts of 9,146 thousand euros and 6,912 thousand euros, respectively. The Group filed the corresponding appeals and has received favourable rulings from courts of first and second instance in both cases. The Italian tax authorities have appealed those rulings. The Parent's directors believe that the Group has valid arguments in support of its defence of the tax treatment used such that the cases will not have any impact on its net assets.
In 2014, the Milan 2 and Pavía customs offices notified Carapelli Firenze, S.p.A. of the commencement of notification proceedings relating to the inward processing system (IPS), whereby all the IPS authorisations and transactions issued from 2010 to 2012 were rendered null and void and seeking payment of 62.3 million euros, including customs duties, VAT, interest and penalties. Of that total, the Group settled 4,999 thousand euros in prior years (note 8) and negotiated the suspension of the payment of the remainder. Between 2015 and 2018, the Group obtained a number of rulings covering all of the amounts sought upholding the appeals filed by the Group and overturning the assessments handed down; those rulings have, however, been appealed. The Parent's directors believe that the Group has valid arguments in support of its defence of the tax treatment used such that the cases will not have any impact on its net assets.
In addition, in 2014, the Milan 2 customs office notified Carapelli Firenze, S.p.A. of the commencement of notification proceedings relating to the inward processing system (IPS), seeking payment of 2,768 thousand euros. The Group recognised a provision for that amount in prior years on receipt of unfavourable rulings from a court of first instance, which have been appealed. It paid 465 thousand euros in 2016 (charged against the provision) and obtained a payment suspension for the reminder having posted guarantees. The Group obtained a favourable ruling in 2018 but that ruling is again pending an appeal ruling. At 31 December 2020, the provision recognised in respect of this claim (under 'Provisions') stood at 2,303 thousand euros.
In 2016, certain provisional assessments were received from the Spanish customs authorities in relation to allegedly incorrect settlements, which are guaranteed by the Parent as part of the Group's management of the inward processing regime; the assessments derive from discrepancies between the reported oil quality and the results of samples taken by the inspection authorities. The Group recognised a provision for the full amount of the assessments received and filed its defence case seeking to have the assessment claims - in the amount of 2,357 thousand euros - dismissed. In 2018, it recognised a provision for the interest corresponding to two years' assessments, the maximum period for which claims can be sought, in the amount of 187 thousand euros, increasing the corresponding provision recognised under 'Provisions' to 2,544 thousand euros.
In accordance with prevailing Spanish tax legislation, tax returns cannot be considered final until they have been inspected by the tax authorities or until the four-year inspection period has elapsed. At 31 December 2020, the Spanish entities had their tax returns open to inspection for the last four years in respect of all major applicable taxes. Elsewhere, Deoleo, S.A. is currently being inspected in relation to the following taxes and tax periods: (i) business tax at Alcolea (2015-2018) and Villarejo de Salvanés (2014-2018); (ii) import duties and VAT for 2019; and (iii) at the behest of the Parent, with respect to the tax consolidation group's corporate income tax, a review of certain aspects of the 2014 return that were affected by adjustments made in the wake of the general inspection covering 2011-2013; so far, two of the three requests made by the Company in that respect have been upheld and the third, which was dismissed, has been appealed. Lastly, the tax authorities are inspecting the September 2020 VAT returns of Deoleo Global, S.A.U., a Group subsidiary.
With respect to the Group companies not resident in Spain for tax purposes, the following inspections are ongoing: (i) Deoleo Canada, Inc.: Transactions with Non-Residents, 2015-2018; (ii) Deoleo USA, Inc.: Federal Corporate Income Tax, 2018; (iii) Deoleo India, Private Ltd.: GST, 2017/18 to 2018/19, corporate tax, 2017-2018, and customs tax in Calcutta; and (iv) Deoleo Antilles Guyane, S.L.: corporate tax, 2017 - 2019.
The Parent's directors consider that all applicable taxes have been duly paid so that even in the event of discrepancies in the interpretation of prevailing tax legislation with respect to the treatment applied, the resulting potential tax liabilities, if any, would not have a material impact on the accompanying financial statements.
The breakdown this consolidated statement of financial position heading:
| Thousands of euros | |||
|---|---|---|---|
| 31/12/2020 | 31/12/2019 | ||
| Cash at bank and in hand |
72,582 | 78,628 | |
| 72,582 | 78,628 |
At year-end 2020, the Group had pledged 63,776 thousand euros of bank accounts and deposits that were recognised under 'Cash and cash equivalents' and 'Other current financial assets' (year-end 2019: 71,184 thousand euros). In addition, the balance of 'Cash and cash equivalents' pledged as part of the guarantees extended by the Group under the current loan agreement, detailed in note 16, stood at 60,267 thousand euros (year-end 2019: 67,794 thousand euros).
The breakdown and reconciliation of the opening and closing balances of the items comprising Group equity are provided in the consolidated statement of changes in equity.
The reconciliation of the Parent's outstanding shares at the beginning and end of 2020 and 2019:
| Number of shares | |||
|---|---|---|---|
| 2020 | 2019 | ||
| Shares - opening balance | 1,404,858,169 | 1,404,858,169 | |
| Shares cancelled | (1,404,858,169) | - | |
| Shares issued | 500,000,004 | - | |
| Shares - closing balance | 500,000,004 | 1,404,858,169 |
On 3 June 2019, the Parent's shareholders, in general meeting, approved a reduction in share capital in the amount of 137,676,100.56 euros by reducing the unit par value of its shares by 0.098 euros in order to restore the equilibrium between the Parent's capital and its equity, eroded by losses, having first applied all of the reserve accounts to offsetting the retained losses. Having taken that measure, Deoleo, S.A. subsequently ceased to meet the grounds for dissolution stipulated in article 363 of the consolidated text of the Corporate Enterprises Act.
Following the above-mentioned capital reduction, at 31 December 2019, the Parent's share capital was represented by 1,404,858,169 shares with a unit par value of 0.002 euros, all fully subscribed and paid and represented by book entries.
As outlined in note 1.2, against the backdrop of the Restructuring, the following resolutions, among others, were ratified at an Extraordinary General Meeting of the shareholders of the Parent on 17 January 2020: (i) the reduction of share capital in full, to zero, in order to offset retained losses; and (ii) in parallel, so that the Company could continue to do business, a 50 million euro rights issue.
The deeds to the reduction of share capital to zero, offsetting losses, by means of the cancellation of each and every one of the shares into which the Parent's capital was divided, and to the simultaneous capital increase via the injection of 50,000,000.40 euros of cash were placed on public record on 24 June 2020. Specifically, the Company issued 500,000,004 shares at a price of 0.10 euros per share for nominal share capital of 1,000,000.008 euros and a share premium account totalling 49,000,000.392 euros. The transaction costs totalled 1,024 thousand euros (note 16.2).
Following the above-mentioned simultaneous capital reduction and increase, at 31 December 2020, the Parent's share capital was represented by 500,000,004 shares with a unit par value of 0.02 euros, all fully subscribed and paid and represented by book entries.
According to the most recent notifications received by the Parent and the notices filed with the Spanish securities market regulator (the CNMV) prior to the end of each reporting period, the Company's significant shareholders at year-end were:
| 31/12/2020 | 31/12/2019 | |||
|---|---|---|---|---|
| Percentage | Percentage | |||
| Registered name | Shares | shareholding | Shares | shareholding |
| CVC Capital Partners VI Limited (1) | 284,805,896 | 56.96% | 792,346,473 | 56.40% |
| Juan Ramón Guillén Prieto (2) | 25,360,538 | 5.07% | - | - |
| Fundación Bancaria Unicaja (3) (4) | - | - | 126,145,189 | 8.98% |
| Caixabank, S.A. (5) (6) | - | - | 57,618,350 | 4.10% |
| Mao Holdings (Cayman) Limited (7) | - | - | 19,350,000 | 1.38% |
(1) Through Ole Investments, BV.
(2) Through Aceites del Sur, S.A.
(3) Through Unicaja Banco, S.A.U., Unicartera Gestión de Activos, S.L.U. and Alteria Corporación Unicaja, S.L.U.
(4) On 22 January 2020, Fundación Bancaria Unicaja notified the CNMV that its shareholding had fallen below the reporting threshold of 3% of share capital; that shareholder reported an interest of 2.59% on that date.
(5) Through Hiscan Patrimonio, S.A. and Caixabank, S.A.
(6) On 25 June 2020, Caixabank, S.A. reported that it no longer had any shareholding in the Parent.
(7) On 21 January 2020, Mao Holdings Limited reported that it no longer had any shareholding in the Parent.
The Parent's shares are listed on the Bilbao, Barcelona, Madrid and Valencia stock exchanges and on the continuous electronic market.
The Group's capital management objectives are to safeguard its ability to continue as a going concern in order to generate further returns for its shareholders and benefits for all its stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
In line with other groups in the industry, the Group controls its capital structure on the basis of its leverage ratio. It calculates leverage by dividing net debt by total capital. Net debt is calculated as total borrowings less cash and cash equivalents. Total capital is calculated as total equity plus net debt.
| Thousands of euros | ||
|---|---|---|
| 31/12/2020 | 31/12/2019 | |
| Non-current bank borrowings (note 16) Current financial borrowings (note 16) Financial liabilities - notes and other marketable securities (note |
204,600 15,967 |
510,444 80,922 |
| 16) Other non-current financial liabilities (note 16) |
- 2,214 |
42,453 2,109 |
| Total borrowings Less: cash and cash equivalents (note 13) |
222,781 (72,582) |
635,928 (78,628) |
| Net debt (*) (a) | 150,199 | 557,300 |
| Equity | 432,211 | 26,506 |
| Total capital (b) | 582,410 | 583,806 |
| Leverage ratio (a)/(b) | 25.8% | 95.5% |
(*) Net debt does not include the term deposits maturing at more than three months, which are recognised under other financial assets within current and non-current assets and at 31 December 2020 amounted to 8,947 thousand euros (year-end 2019: 8,299 thousand euros) (note 8).
The breakdown of 'Other reserves' at year-end:
| Thousands of euros | ||
|---|---|---|
| 31/12/2020 | 31/12/2019 | |
| Legal reserve Other reserves |
- (54,326) |
281 13,381 |
| (54,326) | 13,662 |
The Parent's legal reserve will be allocated in accordance with article 274 of the Spanish Corporate Enterprises Act, which stipulates that 10% of profit for the year must be allocated to a legal reserve until this reserve is equal to at least 20% of capital. It cannot be distributed and if it is used to offset losses - if there are no other reserves available for this purpose - it must be replenished from future profits. At 31 December 2020, having reduced capital to zero to offset retained losses (section 1 of this note), the Parent's legal reserve balance stood at zero.
The remaining reserves relate to the losses retained by the Parent in prior years that it was not possible to offset via the reduction of capital to zero for offset purposes (section 1 above).
The Deoleo Group companies did not hold any Parent company shares at either year-end.
At the Annual General Meeting of 28 June 2018, Deoleo, S.A.'s shareholders resolved to authorise the acquisition of shares of the Parent at maximum and minimum prices, subject to the following rules:
No Parent shares were bought or sold in 2020 or 2019.
The breakdown of the Group's translation differences and the reconciliation of the opening and closing balances:
| Thousands | |
|---|---|
| of euros | |
| Balance at 1 January 2019 Differences arising from translation of |
(15,632) |
| the financial statements of foreign operations | 1,945 |
| Balance at 31 December 2019 | (13,687) |
| Differences arising from translation of the financial statements of foreign operations Translation differences corresponding |
(5,670) |
| to non-controlling interests (*) | 9,485 |
| Balance at 31 December 2020 | (9,872) |
(*) Derived from the changes in the consolidation scope (notes 1.2, and 2.6.4)
'Valuation adjustments' in the accompanying consolidated statement of financial position at 31 December 2020 reflects the change in the value of other commitments to employees.
The reconciliation of the opening and closing balance:
| Thousands of | |
|---|---|
| euros | |
| Actuarial | |
| gains and | |
| losses | |
| Balance at 1 January 2019 | 99 |
| Valuation adjustments | (143) |
| Balance at 31 December 2019 | (44) |
| Valuation adjustments | 13 |
| Adjustments corresponding to | |
| non-controlling interests (*) | 15 |
| Balance at 31 December 2020 | (16) |
(*) Derived from the changes in the consolidation scope (notes 1.2, and 2.6.4)
The Parent did not distribute any dividends to its shareholders in 2020 or 2019.
Under the terms and conditions of the loan arranged in 2020, described in note 16, there are certain restrictions on the distribution of dividends by the Parent; specifically, the Parent cannot pay any dividends until all its obligations under the aforementioned loan have been fulfilled.
As explained in notes 1.2 and 2.6.4., two of the cornerstones of the refinancing work completed in 2020 were the restructuring of the Group's corporate structure and the capitalisation of the portion of the syndicated loan (the Mandatorily Convertible Loan, in the amount of 282.9 million euros), by virtue of which the creditor banks that originally held that loan have become shareholders, on aggregate and indirectly (via Deoleo Holding, S.L.U.), with an ownership interest of 49.004% in the Group's business (which, since the restructuring, is being carried on by Deoleo Global, S.A.U.)
As disclosed in note 16.1, as stipulated in paragraph 22 of IAS 32, given that the conversion entailed the delivery of a fixed number of shares for a fixed amount, the Group derecognised the Mandatorily Convertible Loan and recognised an equity instrument at Deoleo Holding, S.L.U. at the fair value of 49.004% of Deoleo Holding, S.L.U. in the amount of 75.9 million euros as if the capitalisation had taken place on 24 June 2020. That sum was reduced by 3.6 million euros corresponding to the transaction costs attributable to that component of the financing arrangement. The equity instrument was measured initially by reference to the value of Deoleo, S.A. plus the value of the preemptive subscription rights on their last day of trading.
As a result of the above accounting treatment, the 2020 consolidated financial statements recognise the corresponding non-controlling interests in Deoleo Holding, S.L.U.
The reconciliation of the opening and closing balances of non-controlling interests:
| Thousands of | |
|---|---|
| euros | |
| Balance at 1 January 2020 | - |
| Total comprehensive income for the year attributable to non-controlling interests Changes in consolidation scope: |
18,756 |
| Shares issued | 198,234 |
| Balance at 31 December 2020 | 216,990 |
Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Parent by the weighted average number of ordinary shares in issue, excluding treasury shares, during the period.
The breakdown of the earnings per share calculations:
| Euros | ||
|---|---|---|
| 2020 | 2019 | |
| Profit/(loss) for the year attributable to equity holders of the parent Weighted average ordinary shares outstanding (# of shares) |
270,434,000 935,123,056 |
(10,606,000) 1,404,858,169 |
| Basic earnings per share | 0.289 | (0.008) |
The average number of ordinary shares was calculated as follows:
| Average number of shares | ||
|---|---|---|
| 2020 | 2019 | |
| Ordinary shares outstanding at beginning of year | 1,404,858,169 | 1,404,858,169 |
| Shares cancelled (24 June 2020) | (1,404,858,169) | - |
| Shares issued (24 June 2020) | 500,000,004 | - |
| Ordinary shares outstanding at year-end | 500,000,004 | 1,404,858,169 |
| Weighted average number of ordinary shares outstanding at year-end |
935,123,056 | 1,404,858,169 |
Diluted earnings per share is calculated by adjusting the profit or loss attributable to equity holders of the Parent and the weighted average number of ordinary shares in issue for all effects of the Parent's dilutive potential ordinary shares, i.e., as if all dilutive potential ordinary shares had already been converted.
The Parent does not have any classes of potentially dilutive ordinary shares.
The breakdown of this consolidated statement of financial position heading is as follows:
| Thousands of euros | ||
|---|---|---|
| 31/12/2020 | 31/12/2019 | |
| Financial liabilities - notes and other marketable securities |
- | 42,453 |
| Non-current: At amortised cost: Loans Loan arrangement costs |
204,600 - |
515,000 (4,556) |
| Total loans | 204,600 | 510,444 |
| Non-current bank borrowings | 204,600 | 510,444 |
| At amortised cost: Lease liabilities Other financial liabilities |
2,150 64 |
1,724 385 |
| Other non-current financial liabilities | 2,214 | 2,109 |
| Current: At amortised cost: Revolving credit facility Other bank borrowings (note 16.3) |
- 13,289 |
59,900 18,222 |
| Current bank borrowings | 13,289 | 78,122 |
| At amortised cost: Lease liabilities Other financial liabilities At fair value: Derivative financial instruments (note 9) |
1,196 1,482 - |
1,349 1,437 14 |
| Other current financial liabilities | 2,678 | 2,800 |
| Current financial borrowings | 15,967 | 80,922 |
| Total borrowings | 222,781 | 635,928 |
Until 24 June 2020, the date of effectiveness of the Refinancing detailed in notes 1.2 and 2.6.4 and further on in this note, the Deoleo Group had two syndicated loans, in the amounts of 545 million euros and 55 million euros, both of which were arranged on 13 June 2014 with a pool of banks led by JP Morgan Europe Limited, which acted as underwriter, along with other lenders. That financing package comprised the following tranches:
All of the tranches were repayable in a single bullet at maturity.
As outlined in note 1.2, on 25 September 2019, the Group entered into a debt restructuring agreement with its syndicate of banks. That initial agreement was subsequently replaced by a Framework Refinancing Agreement, executed on 13 March 2020 with all of the holders of the debt in question. The new financing agreements entered into with the lender banks were placed on public record on 24 June 2020.
The Refinancing Agreement hinged upon the division of the former syndicated loan, of 574.9 million, into three components:
The Mandatorily Convertible Loan was capitalised on 19 January 2021 by means of its conversion into 28,290,000,000 Class B shares of Deoleo Holding, S.L.U. with a unit par value of 0.000000102 euros, without having accrued interest.
As disclosed in note 2, as soon as the Refinancing Agreement and Shareholder Agreement took effect on 24 June 2020, the Mandatorily Convertible Loan holders were extended all the rights, powers and entitlements due to them after becoming shareholders of Deoleo Holding, S.L.U. by virtue of the capitalisation. As a result, on that date (24 June 2020), the Group derecognised the Mandatorily Convertible Loan and recognised an equity instrument at Deoleo Holding, S.L.U. at the fair value of 49.004% of Deoleo Holding, S.L.U. in the amount of 75.9 million euros as if the capitalisation had just taken place, as stipulated in paragraph 22 of IAS 32, given that the conversion entailed the delivery of a fixed number of shares for a fixed amount. That sum was reduced by 3.6 million euros corresponding to the transaction costs attributable to that component of the financing arrangement. The equity instrument was measured initially by reference to the value of Deoleo, S.A. plus the value of the preemptive subscription rights on their last day of trading. As a result of the above accounting treatment, the 2020 consolidated financial statements recognise the corresponding non-controlling interests.
The difference between the carrying amount of the financial liability derecognised and its fair value amounted to 207 million euros and is recognised under 'Finance income' in the 2020 consolidated statement of profit or loss.
The main terms and conditions of the Sustainable Debt:
Compliance with the EBITDA ratio will be verified quarterly and compliance with the liquidity buffer will be verified monthly.
(ii) Both loan agreements entail a series of 'musts' or positive covenants and 'must nots' or negative covenants related with the business. They are designed to provide a degree of control over the management of the Deoleo Group's business and to safeguard its creditworthiness, such that the key business metrics remain within the ranges contemplated when the banks decided to extend the financing.
The negative covenants include restrictions on the encumbrance of assets, on capital expenditure, on the assumption of additional borrowings and on asset sales.
There are also restrictions on the distribution of funds and making of payments to shareholders in the form of dividends or other forms by the subsidiaries of Deoleo, S.A., i.e., Deoleo Holding, S.L.U., Deoleo UK, Ltd. and Deoleo Financial, Ltd, except in certain specific and highly limited circumstances carved out essentially so that Deoleo, S.A. can cover ordinary expenses such as fees related with the audit of its financial statements and the costs of running the Board of Directors. The above-mentioned restrictions apply until the Sustainable Debt is fully repaid, a milestone scheduled for 2026.
In the opinion of the Parent's directors, at 31 December 2020, the Group was compliant with all the requirements implicit in its covenants. Further, they believe there are no foreseeable developments that could have an adverse impact on its ability to comply going forward.
Given that the Refinancing consisted of an exchange of debt instruments that present substantially different terms, the Group has derecognised the original financial liability and recognised a new financial liability (as stipulated in paragraph 3.3.2 of IFRS 9 Financial instruments). The transaction costs attributable to this portion of the financing package, coupled with the arrangement costs associated with the original liability that had yet to be amortised as of 24 June 2020, in the amount of 12,961 thousand and 2,736 thousand euros, respectively, have been recognised under 'Finance costs' in the 2020 consolidated statement of profit or loss (note 24).
On 20 December 2006, the Deoleo Group issued 6,000 preferred shares with a unit face value of 50,000 euros, i.e., a total issue size of 300 million euros. The preferred shares were guaranteed by Deoleo, S.A. through Deoleo Preferentes, S.A.U. (formerly SOS Cuétara Preferentes, S.A.U.), wholly owned by Deoleo, S.A. The holders of the preferred shares were entitled to receive a pre-determined, noncumulative return, payment of which was conditional on the availability of sufficient "Distributable Profit" at the Group. From the disbursement date and throughout the life of the issue, the preferred shares bore non-cumulative interest payable quarterly in arrears at a rate equal to EURIBOR plus 2.50% nominal p.a.; and from 20 December 2016 onwards, at the 3-month EURIBOR rate prevailing on the second business day before each period began plus 4.00% nominal p.a.
Starting in 2010, the Deoleo Group carried out various capital increases through the contribution of preferred shares, while also repurchasing preferred shares, leaving 845 preferred shares outstanding in the hands of third-party investors at 31 December 2019 and 22 June 2020 (the date of the Deoleo Preferentes, S.A.U. dissolution and liquidation deed) (there having been no additional such capital increases or repurchases of preferred shares in the last three years). Although the preferred shares were perpetual, the issuer was entitled to redeem them fully or partially at any time once five years had elapsed since the disbursement date; there were no conversion clauses.
Against the backdrop of the Group's Refinancing (note 1.2), specifically as a result of the simultaneous capital reduction and increase, Deoleo, S.A. liquidated Deoleo Preferentes, S.A.U. on 22 June 2020, and the preferred shares were accordingly extinguished.
Pursuant to the resolution ratified at the Extraordinary General Meeting held on 17 January 2020, at a meeting that took place on 22 June 2020, the Board of Directors agreed that Deoleo, S.A., in its capacity as sole shareholder of Deoleo Preferentes, S.A.U., would take the decision and actions needed to extinguish the preferred shares and to dissolve and liquidate Deoleo Preferentes, S.A.U. The decisions adopted by the sole shareholder with respect to the dissolution and liquidation of Preferentes, S.A.U. were placed on public record on 24 June 2020 and filed with the Madrid Companies Register on 22 July 2020, such that that company has been duly liquidated.
Against the backdrop of the liquidation and dissolution of Deoleo Preferentes, S.A.U., the holders of the preferred shares outstanding at the time were entitled to receive a liquidating dividend on the terms and conditions stipulated in the securities note of the preferred share issue. Those terms and conditions stated that the holders' entitlement to receive a liquidating dividend would be affected by the occurrence of one of the following two circumstances: (i) the dissolution or liquidation of Deoleo, S.A.; or (ii) the reduction of Deoleo, S.A.'s share capital to zero, without going into liquidation, accompanied by a simultaneous capital increase. Under such circumstances the liquidating dividend payable to the preferred share holders could not exceed the liquidating dividend that would have been paid from the assets of Deoleo, S.A. (guarantor on the issue) if the preferred shares had been issued by Deoleo, S.A. and the preferred share holders' claims seniority would have been: (i) senior to the holders of the ordinary shares of Deoleo, S.A.; (ii) pari passu with the holders of any preferred shares or equivalent securities issued by Deoleo, S.A.; and (iii) junior to the holders of other notes issued by Deoleo, S.A., all of which having fully satisfied, in keeping with the terms stipulated in Spanish legislation, all of Deoleo, S.A.'s creditors, including the holders of its subordinated debt, but excluding the beneficiaries of any guarantee or other contractual claim ranking pari passu or subordinate to Deoleo, S.A.'s guarantee over the preferred shares.
In order to determine the size of the above-mentioned liquidating dividend, Deoleo, S.A. mandated an independent expert, PricewaterhouseCoopers Asesores de Negocios, S.L (PwC), to conduct the corresponding valuation. PwC issued its report on 22 October 2019. In that report, PwC concluded that on the date of the valuation and considering the order of creditor ranking of the preferred shares and the other liabilities owed by Deoleo, S.A., the Company did not have the funds or assets needed to service the obligations assumed with the preferred share holders. It accordingly concluded that the value of the preferred share liquidating dividend was zero.
As a result, the Group recognised income of 46,500 thousand euros within 'Finance income' in the 2020 consolidated statement of profit or loss (note 24). In turn, it also recognised an expense in connection with the loss derived from the liquidation of the 85 preferred shares held by Deoleo, S.A. in the amount of 4,047 thousand euros, specifically within 'Finance costs in the 2020 consolidated statement of profit or loss.
'Other bank borrowings' within 'Current financial borrowings' mainly includes a reverse factoring agreement entered into on 3 March 2016, which was drawn down by 62 thousand euros at 31 December 2020 (year-end 2019: 1,100 thousand euros), and the Group's liabilities under factoring agreements arranged with various banks, which were drawn down by 13,067 thousand euros at 31 December 2020 (year-end 2019: 15,931 thousand euros) (note 11.3).
This line item also includes accrued interest payable in the amount of 222 thousand euros (year-end 2019: 1,191 thousand euros).
The breakdown of this consolidated statement of financial position heading at year-end 2020 and 2019:
| Thousands of euros | |||
|---|---|---|---|
| 31/12/2020 | 31/12/2019 | ||
| Trade payables Other payables: Employee benefits payable Social security payable (note 12) Payable to public authorities (note 12) |
63,648 10,523 931 2,999 |
57,588 10,451 842 2,133 |
|
| 78,101 | 71,014 |
Below are the disclosures required under additional provision three of Spanish Law 15/2010 (of 5 July 2010) (as amended by final provision two of Law 31/2014, of 3 December 2014), prepared in accordance with the related resolution issued by the Spanish Audit and Accounting Institute (ICAC) on 29 January 2016, regarding the information to be disclosed in the financial statement notes in relation to the average term of payment to trade suppliers.
| Days | ||
|---|---|---|
| 2020 | 2019 | |
| Average supplier payment term Paid transactions ratio Outstanding transactions ratio |
46 47 28 |
52 52 57 |
| Thousands of euros | ||
|---|---|---|
| 2020 | 2019 | |
| Total payments made Total payments outstanding |
435,127 38,330 |
360,956 36,311 |
The data provided in the table above regarding supplier payments refer to suppliers which qualify as trade creditors in respect of amounts due in exchange for goods and services supplied, to which end it includes the amounts presented under 'Trade and other payables - Trade payables' within within current liabilities on the consolidated statement of financial position.
In keeping with the ICAC Resolution, in calculating the average supplier payment term, the Group considered the commercial transactions corresponding to goods or services delivered and accrued since effectiveness of Law 31/2014 (of 3 December 2014).
'Average supplier payment term' is the period elapsing between delivery of the goods or provision of the services by the supplier and effective payment for the transaction.
The maximum legally-permitted supplier payment term applicable to the Group under Law 3/2004 establishing measures to tackle trade supplier non-payment is 30 days, unless the parties mutually agree to extend it to up to 60 days. The Group has negotiated a maximum payment term of 60 days with substantially all its suppliers and trade creditors; accordingly, the weighted average payment term is calculated taking those negotiations into account.
2020
The reconciliation of the opening and closing balances of non-current provisions in 2020 and 2019:
| Thousands Euros |
|
|---|---|
| Balance at 1 January 2019 | 11,084 |
| Additions | 953 |
| Amounts utilised | (1,641) |
| Unused amounts reversed | (128) |
| Total non-current provisions at 31 December | |
| 2019 | 10,268 |
| Additions | 2,489 |
| Amounts utilised | (59) |
| Unused amounts reversed | (78) |
| Total non-current provisions at 31 December | 12,620 |
The provisions balance corresponds primarily to the Group's estimated exposure to lawsuits brought against it by certain former employees, customers and public authorities, including those outlined in note 12.5.
In 2020, in relation to Aceitunas y Conservas, S.A. ACYCO (a company sold in 2011), the Group recognised a provision of 700 thousand euros, in addition to the 186 thousand euros already recognised in prior years, in relation to the claim regarding the non-payment by the regional government of Andalusia of a group insurance policy claim in which the Group was been named in the suit along with the regional authority and the insurer, Generali Seguros. Also in relation to that group insurance policy covering early retirement income, in 2020, the Group recognised 781 thousand euros, in addition to the 445 thousand euros recognised in prior years, to bring the total provision to 1,226 thousand euros, reflecting the amounts being sought in two civil and criminal lawsuits. The total amount provided for in relation to lawsuits in which Aceitunas y Conservas, S.A. ACYCO is defendant stood at 2,112 thousand euros at 31 December 2020.
In 2020, the Group recognised a provision for other liabilities in the amount of 800 thousand euros related with a tax inspection at a company in Portugal related with the so-called Tierra Project, sold in 2010. The Group has extended a surety to guarantee that payment in the same amount.
In addition, in 2020, the Group recognised additional provisions in connection with certain contingencies and lawsuits in the amount of 294 thousand euros. Those provisions are recognised under 'Other operating expenses' in the 2020 consolidated statement of profit or loss.
The provision for other liabilities includes provisions for contingencies and lawsuits whose final outcome, in the opinion of the Parent's directors, will not give rise to any significant liabilities beyond the amounts provided at year-end.
The reconciliation of the opening and closing balances of current provisions in 2020 and 2019:
| Thousands | |
|---|---|
| Euros | |
| Balance at 1 January 2019 Additions |
8 - |
| Amounts utilised | (8) |
| Current provisions at 31 December 2019 | - |
| Current provisions at 31 December 2020 | - |
The most significant changes in those assets and liabilities in 2020 were as follows:
As part of the restructuring process outlined in note 1.2 and the associated simultaneous capital reduction and rights issue, the Parent issued warrants, free of charge, to the shareholders with preemptive subscription rights that did not qualify as professional investors and did not expressly renounce the warrants to which they were entitled. Those shareholders received one warrant for every preemptive subscription right assigned to them (i.e., one warrant for every Deoleo share they owned). The total number of warrants issued as a result was 491,298,921.
The warrants are represented via book entries and are not admitted to trading on any secondary market, organised or otherwise.
The warrants will automatically be executed in the event of a transaction that implies the sale, directly or indirectly, of the business or shares of Deoleo Global, S.A.U. (the "Sale") and will accrue the dividend rights for their holders indicated below insofar as its enterprise value and/or the assets subject to the Sale exceed 575 million euros.
The warrants entitle their holders to the receipt, in the corresponding proportion, of 10% of the lower of (a) the equity value corresponding to 100% of the shares of Deoleo Holding, S.L.U. in the context of the Sale; and (b) the surplus over the 575 million euros benchmark enterprise value and/or Sale assets value. If the enterprise value and/or assets subject to the Sale do not exceed the minimum threshold of 575 million euros, the warrant holders would not be entitled to any payment.
By virtue of the Shareholder Agreement entered into between Deoleo, S.A. and its lender banks, the amount payable to the warrant holders in the event the foregoing conditions are met would be borne by the shareholders of Deoleo Holding, S.L.U. and would take the form of a preferred dividend payable by Deoleo Holding, S.L.U. to Deoleo, S.A., unless the Sale consists of the sale of shares of Deoleo Holding, S.L.U., in which case the payment to the warrant holders would be borne only by the selling shareholders, in the proportion corresponding to each.
The warrants will expire: (i) 10 years from their date of issuance in the event of no Sale; or (ii) if a Sale takes place within 10 years from their issuance: (a) on the date contemplated for the payment of the above-mentioned dividend rights; or (b) on the date on which Deoleo notifies that a Sale has taken place but without triggering the right to any payment.
The Parent's directors have deemed that at 31 December 2020 the information available is insufficient to determine the fair value of this commitment, as its intrinsic value is zero and the probability of a Sale and its possible date cannot be determined. Against that backdrop, they have decided to carry the warrants at zero and to review that judgement on future reporting dates in light of the trends in the different variables that affect their valuation.
In the context of the restructuring process outlined in note 1.2, the Shareholder Agreement between Deoleo, S.A. and the lender banks agreed the creation of an extraordinary long-term remuneration scheme (the "Long-Term Bonus Plan") for the members of the executive team of the Deoleo Holding Subgroup, including the chief executive officer of the Group, with the goal of: (i) compensating them for their efforts to deliver the key strategic objectives of the Deoleo Holding Subgroup defined in the long-term business plan; and (ii) provide them with competitive remuneration tied to the Deoleo Holding Subgroup's strategy with the aim of retaining key management personnel; and (iii) align their interests with those of the shareholders and stakeholders of the Deoleo Holding Subgroup. The Plan took effect on the same day as the Refinancing Agreement, i.e. 24 June 2020.
Under the Long-Term Bonus Plan, the beneficiaries (or their successors, as warranted) are entitled to receive an extraordinary cash bonus to be determined as a function of the increase in the value of Deoleo Holding, S.L.U. whenever a potential Sale takes place, so long as the amount paid for Deoleo Holding, S.L.U. by a third party in any such process (the "Sale Price") is higher than the result of dividing the effective size of the rights issue by 51% (the "Initial Equity Value"). That rights issue amounted to 50,000,000.40 euros, such that the Initial Equity Value amounts to 98,039,216.47 euros.
The remuneration due under the Long-Term Bonus Plan is payable in cash and is conditional upon the beneficiaries remaining in active employment or service with the Deoleo Holding Group on the date on which the Sale closes (except in the special termination events stipulated in the Long-Term Bonus Plan, in which case the bonuses would be calculated in accordance with a specific formula).
The remuneration payable to the universe of beneficiaries will be calculated as follows:
| Maximum remuneration | |
|---|---|
| If the Sale Price is <= 98,039,216.47 euros | 0 |
| If 98,039,216.47 euros < Sale Price <= 105,418,512.33 euros |
The Sale Price less 98,039,216.47 euros |
| If the Sale Price is > 105,418,512.33 euros | 7% of the Sale Price |
The bonus would be payable to the beneficiaries in the proportion corresponding to each and would be paid by Deoleo Holding, S.L.U., which is the Group company assuming this commitment.
Participation by the beneficiaries in the Long-Term Bonus Plan is voluntary. The Plan will terminate when the Sale closes or 10 years from the Plan start date if no Sale has taken place.
The Parent's directors have concluded that as of 31 December 2020, the employee benefits expense to be accrued cannot be determined: the information available is deemed insufficient to determine the fair value of this commitment as the probability of a Sale and its possible date cannot be determined. Against that backdrop, they have decided to carry the related contingent liability at zero and to review that judgement on future reporting dates in light of the trends in the different variables that affect its valuation.
The movement under non-refundable government grants in 2020 and 2019:
| Thousands | |
|---|---|
| Euros | |
| Carrying amount at 1 January 2019 | 3,921 |
| Other movements | - |
| Carrying amount at 31 December 2019 | 3,921 |
| Other movements (note 8) | (3,921) |
| Carrying amount at 31 December 2020 | - |
In relation to the grant awarded by the energy authority of Andalusia to Cogeneración de Andújar, S.A., the subject of proceedings, notification was received on 8 July 2016 demanding its refund, along with accumulated late-payment interest. In 2018, the Group had set up a deposit to secure the amount due pending the final ruling.
On 18 January 2021, the Group's appeal was dismissed, prompting the derecognition of the underlying grant, with a balancing charge against the deposit recognised under 'Non-current financial assets' (note 8).
The breakdown of revenue, generated by the sale of goods, by line of business and geographical market, is provided in 28 on segment reporting.
An analysis of 'Other operating income' in 2020 and 2019:
| Thousands of euros | ||
|---|---|---|
| 2020 | 2019 | |
| Grants related to income | 39 | 15 |
| Leases | 40 | 238 |
| Gain on sale of non-current assets | ||
| held for sale (note 5) | 2,242 | - |
| Gain on disposal of property, plant and equipment | - | 19 |
| Reversal of impairment losses: | ||
| Intangible assets (note 6) | 20,635 | 10,966 |
| Investment properties | - | 1,161 |
| Inventories and accounts receivable (notes 10 | 887 | 13,163 |
| and 11.4) | ||
| Other income | 1,298 | 699 |
| 25,141 | 26,261 |
The breakdown of 'Employee benefits expense' in 2020 and 2019 is as follows:
| Thousands of euros | ||
|---|---|---|
| 2020 | 2019 | |
| 37,972 (152) 11,544 |
36,080 5,165 11,496 52,740 |
|
| 49,364 |
The average Group headcount in 2020 and 2019, by job category and gender, was as follows:
| Headcount | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Total | Men | Women | Total | Men | Women | |
| Executives | 50 | 34 | 16 | 51 | 36 | 15 |
| Clerical supervisors | 80 | 43 | 37 | 88 | 48 | 40 |
| Skilled employees | 73 | 49 | 24 | 68 | 46 | 22 |
| Goods held for resale | 142 | 115 | 27 | 141 | 115 | 26 |
| Clerical staff | 185 | 63 | 122 | 180 | 61 | 119 |
| Factory staff | 120 | 103 | 17 | 112 | 98 | 14 |
| 650 | 407 | 243 | 640 | 404 | 236 |
All of the Parent's directors were men at both reporting dates.
The breakdown of the Group's year-end headcount by job category and gender:
| Headcount | ||||||
|---|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | |||||
| Total | Men | Women | Total | Men | Women | |
| Executives | 52 | 33 | 19 | 47 | 33 | 14 |
| Clerical supervisors | 83 | 45 | 38 | 85 | 44 | 41 |
| Skilled employees | 72 | 48 | 24 | 68 | 47 | 21 |
| Goods held for resale | 145 | 117 | 28 | 133 | 110 | 23 |
| Clerical staff | 193 | 64 | 129 | 175 | 60 | 115 |
| Factory staff | 120 | 103 | 17 | 98 | 88 | 10 |
| 665 | 410 | 255 | 606 | 382 | 224 |
The average number of people employed by the Group's Spanish companies in 2020 and 2019 with a disability of a severity of 33% or higher, by job category, was as follows:
| Headcount | |||
|---|---|---|---|
| 2020 | 2019 | ||
| Clerical supervisors Skilled employees and factory staff |
1 3 |
1 4 |
|
| 4 | 5 |
An analysis of 'Other operating expenses' in 2020 and 2019:
| Thousands of euros | ||
|---|---|---|
| 2020 | 2019 | |
| Impairment losses: Impairment of and losses on sales of non-current assets held for sale (note 5) Impairment of and losses on sales of property, plant and equipment Inventories and accounts receivable (notes 10 and 11.4) |
1,589 36 695 |
114 86 3,343 |
| Other operating expenses | 104,748 | 90,396 |
| 107,068 | 93,939 |
The breakdown of these headings in 2020 and 2019:
| Thousands of euros | ||
|---|---|---|
| 2020 | 2019 | |
| Finance income: | ||
| Gain on non-current debt securities: | ||
| Bank borrowings (note 16) | 207,000 | - |
| Notes and other marketable securities (note 16) | 46,500 | - |
| Gains on foreign currency transactions | 9,534 | 4,287 |
| Gains on measurement of derivatives at fair value (note 9) | 580 | 164 |
| Other finance income | 243 | 103 |
| 263,857 | 4,554 | |
| Finance costs: | ||
| Impairment of debt instruments (note 16) | 4,047 | - |
| Debt arrangement expenses - refinancing (note 16) | 12,961 | - |
| Debt arrangement expenses - syndicated loan (*) | 4,556 | 3,142 |
| Bank borrowings | 20,394 | 28,904 |
| Losses on foreign currency transactions | 8,751 | 5,385 |
| Other finance costs | 154 | 485 |
| 50,863 | 37,916 |
(*) Includes the debt arrangement expenses accrued until 24 June 2020 (the Refinancing date), in the amount of 1,571 thousand euros, and the debt arrangement expenses pending amortisation as of that same date, in the amount of 2,985 thousand euros (note 16).
The breakdown of the balances due from and to related parties at year-end 2020 and 2019:
| Thousands of euros | |||
|---|---|---|---|
| Other related parties: | |||
| Shareholders | |||
| 31/12/2020 31/12/2019 |
|||
| Current financial assets: | |||
| Cash and cash equivalents | - | 13 | |
| Accounts receivable: | |||
| Trade receivables | - 47 |
||
| Bank borrowings | |||
| Non-current | (183,848) - |
||
| Current | (177) | (7,047) | |
| Trade and other payables: | |||
| Trade payables | (80) | (618) | |
At 31 December 2020, the balances with financial institutions relate to the portion of the Sustainable Debt corresponding to entities that are, in turn, shareholders of the Group company, Deoleo Holding, S.L.U. (refer to notes 2, 2.6.4 and 16).
The breakdown of the loans received, derivatives and other interest-bearing liabilities associated with shareholders at year-end 2019 was as follows:
| Thousands of euros |
|
|---|---|
| Year-end 2019 |
|
| CaixaBank, S.A. | 7,047 |
| Total loans and other interest-bearing liabilities | 7,047 |
The breakdown of the Group's transactions with related parties in 2020 and 2019 is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| Shareholders and other related parties |
Directors | Key management personnel (Group) |
Total | |
| Expenses: Cost of goods sold Other operating expenses Employee benefits expense Finance costs |
8,035 3,326 - 4,934 |
- 451 867 - |
- - 3,012 - |
8,035 3,777 3,879 4,934 |
| 16,295 | 1,318 | 3,012 | 20,625 |
| Thousands of euros | ||||
|---|---|---|---|---|
| Shareholders | Directors | Key management personnel (Group) |
Total | |
| Income: Revenue |
5,689 | - | - | 5,689 |
| 5,689 | - | - | 5,689 | |
| Expenses: | ||||
| Cost of goods sold | 14,664 | - | - | 14,664 |
| Other operating expenses | 2,543 | 467 | - | 3,010 |
| Employee benefits expense | - | 841 | 3,108 | 3,949 |
| Finance costs | 241 | - | - | 241 |
| 17,448 | 1,308 | 3,108 | 21,864 |
All the transactions with related parties were performed on an arm's length basis.
The remuneration accrued by the Group's key management personnel amounted to approximately 3,012 thousand euros in 2020 (2019: 3,108 thousand euros).
The remuneration accrued by the members of the Board of Directors:
| Thousands of euros | ||
|---|---|---|
| 2020 | 2019 | |
| Salaries Termination benefits Attendance fees Other |
867 - 428 23 |
704 123 287 194 |
| 1,318 | 1,308 |
In 2020, the Parent paid 287 thousand euros in premiums for director and office liability insurance (2019: 55 thousand euros).
The Parent did not have any pension obligations to the former or current members of the Board of Directors and had not assumed any guarantee commitments on their behalf at year-end 2020. The Parent's directors did not receive any amounts other than those mentioned above in 2020. There were no balances outstanding with the members of the Parent's Board of Directors other than those described in note 25.1 at either year-end.
At year-end 2020, the members of the Board of Directors of Deoleo, S.A. had notified the other members of the Board of Directors of the following potential direct or indirect conflicts of interest between them or persons related to them as defined in the Spanish Corporate Enterprises Act with respect to the Group's interests:
The Group's operations are governed by environmental protection and occupational health and safety regulations. The Group believes it is compliant with those laws and has the procedures needed to foster and ensure ongoing compliance.
There were no additions to, or disposals of, environmental investments in the Group's plant in either 2020 or 2019. The carrying amount of the Group's environmental investments was 837 thousand euros at 31 December 2020 (year-end 2019: 1,222 thousand euros).
In 2020, it accrued environmental expenses of 1,899 thousand euros (2019: 1,482 thousand euros). Those expenses related mainly to costs incurred in relation to packaging recycling, environmental assessment work and waste treatment.
The Group had not recognised any environmental-related provisions at either reporting date as the Parent's directors have not identified any corresponding exposures.
The Group did not receive any environmental grants in 2020 or 2019, and its consolidated statement of financial position does not include any grants of this nature from prior years.
In 2020 and 2019, the fees for financial audit and other services provided by the auditors of the Group's consolidated financial statements, Ernst & Young, S.L., and the fees for services invoiced by entities related to that audit firm by means of common ownership, control or management, and entities related to the Ernst & Young, S.L. international network, were as follows:
| Thousands of euros | |||
|---|---|---|---|
| 2020 | 2019 | ||
| Audit services Other assessment services |
484 35 |
470 12 |
|
| Total audit and related services | 519 | 482 | |
| Tax advisory services | 63 | 20 | |
| Total professional services | 582 | 502 |
The Group's reporting model is articulated around geographic regions. The purpose of that structure is to enable more accurate analysis of the performance of the Vegetable Oil business by key region.
The geographic regions identified for segment reporting purposes are:
The Parent's directors consider it relevant to furnish comparative information by Group business line in order to enable the users of the Group's consolidated financial statements assess the nature and financial impacts of the business activities it carries on and the economic environments in which it operates.
The accounting policies applied for the segment disclosures are the same as those described in Note 4.
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Spain | Italy | Northern Europe |
North America |
International Markets |
Operations, Corporate & Other |
Total | ||
| Revenue | 142,163 | 127,830 | 102,806 | 177,343 | 103,765 | 11,707 | 665,614 | |
| Other operating income | 762 | (8,467) | 6,752 | 18,101 | 3,935 | 4,058 | 25,141 | |
| Changes in inventories of finished goods and work in progress |
3,982 | (213) | 2,448 | 10,800 | 30 | 5,012 | 22,059 | |
| Raw materials and other consumables used |
(125,447) | (97,378) | (80,635) | (135,585) | (73,527) | 49,511 | (463,061) | |
| Employee benefits expense | (2,685) | (3,423) | (3,563) | (7,721) | (4,320) | (27,652) | (49,364) | |
| Depreciation and amortisation charges | (123) | (1,668) | (211) | (299) | (252) | (9,873) | (12,426) | |
| Other operating expenses | (9,089) | (10,772) | (10,696) | (25,966) | (11,476) | (39,069) | (107,068) | |
| OPERATING PROFIT/(LOSS) | 9,563 | 5,909 | 16,901 | 36,673 | 18,155 | (6,306) | 80,895 | |
| Finance income | - | - | - | - | - | 263,857 | 263,857 | |
| Finance costs | - | - | - | - | - | (50,863) | (50,863) | |
| PROFIT BEFORE TAX | 9,563 | 5,909 | 16,901 | 36,673 | 118,155 | 206,688 | 293,889 | |
| Income tax | - | - | - | - | - | (3,819) | (3,819) | |
| PROFIT FOR THE YEAR | 9,563 | 5,909 | 16,901 | 36,673 | 18,155 | 202,869 | 290,070 |
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Spain | Italy | Northern Europe |
North America |
International Markets |
Operations, Corporate & Other |
Total | ||
| Revenue | 132,992 | 120,358 | 75,859 | 118,034 | 104,773 | 9,937 | 561,953 | |
| Other operating income | 34 | 6 | 350 | 306 | 1,529 | 24,036 | 26,261 | |
| Changes in inventories of finished goods and work in progress |
(811) | (726) | (414) | (556) | (524) | (2,879) | (5,910) | |
| Raw materials and other consumables used |
(114,381) | (106,233) | (57,267) | (77,790) | (75,901) | 38,385 | (393,187) | |
| Employee benefits expense | (2,267) | (3,669) | (3,326) | (7,446) | (4,498) | (31,534) | (52,740) | |
| Depreciation and amortisation charges | (179) | (1,658) | (295) | (502) | (284) | (11,661) | (14,579) | |
| Other operating expenses | (8,061) | (4,868) | (11,307) | (22,767) | (10,168) | (36,768) | (93,939) | |
| OPERATING PROFIT/(LOSS) | 7,327 | 3,210 | 3,600 | 9,279 | 14,927 | (10,484) | 27,859 | |
| Finance income | - | - | - | - | - | 4,554 | 4,554 | |
| Finance costs | - | - | - | - | - | (37,916) | (37,916) | |
| PROFIT BEFORE TAX | 7,327 | 3,210 | 3,600 | 9,279 | 14,927 | (47,723) | (5,503) | |
| Income tax | - | - | - | - | - | (5,103) | (5,103) | |
| PROFIT FOR THE YEAR | 7,327 | 3,210 | 3,600 | 9,279 | 14,927 | (48,949) | (10,606) |
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Spain | Italy | Northern Europe |
North America |
International Markets |
Operations | Corporate | Total | |
| Non-current assets: Property, plant and equipment |
1,361 | 1,040 | 1,234 | 4,067 | 1,552 | 48,258 | - | 57,512 |
| Goodwill | - | - | - | 14,805 | 6,912 | - | 21,717 | |
| Other intangible assets | 77,877 | 36,789 | 62,997 | 200,774 | 80,747 | - | - | 459,184 |
| Other non-current assets | - | - | - | - | - | - | 67,321 | 67,321 |
| Current assets: | ||||||||
| Inventories | 10,812 | 8,476 | 7,399 | 35,883 | 9,507 | 35,320 | - | 107,397 |
| Trade receivables | 18,863 | 2,738 | 290 | 10,626 | 6,805 | - | - | 39,322 |
| Other current assets | - | - | - | - | - | - | 83,995 | 83,995 |
| Non-current assets held for sale | - | - | - | - | - | - | 15,142 | 15,142 |
| Total assets | 108,913 | 49,043 | 71,920 | 251,350 | 113,416 | 90,490 | 166,458 | 851,590 |
| Equity | - | - | - | - | - | - | 432,211 | 432,211 |
| Financial liabilities | - | - | - | - | - | - | 222,781 | 222,781 |
| Deferred tax liabilities | 14,271 | 8,337 | 25,740 | 34,120 | 15,754 | 3,059 | - | 101,281 |
| Trade and other payables | 13,936 | 12,905 | 8,757 | 14,560 | 10,159 | 17,784 | - | 78,101 |
| Other current liabilities | - | - | - | - | - | - | 16,816 | 16,816 |
| Liabilities associated with non-current assets held for sale |
- | - | - | - | - | - | 400 | 400 |
| Total equity and liabilities | 28,207 | 21,242 | 34,497 | 48,680 | 25,913 | 20,843 | 672,208 | 851,590 |
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Spain | Italy | Northern Europe |
North America |
International Markets |
Operations | Corporate | Total | |
| Non-current assets: | ||||||||
| Property, plant and equipment | 1,515 | 1,161 | 1,170 | 4,682 | 1,677 | 49,126 | - | 59,331 |
| Goodwill | - | - | - | - | 14,805 | 6,912 | - | 21,717 |
| Other intangible assets | 77,629 | 45,768 | 56,434 | 185,813 | 78,617 | - | - | 444,261 |
| Other non-current assets | - | - | - | - | - | - | 56,122 | 56,122 |
| Current assets: | ||||||||
| Inventories | 6,830 | 8,689 | 4,951 | 25,083 | 9,477 | 28,149 | - | 83,179 |
| Trade receivables | 26,724 | 2,799 | 7,035 | 8,087 | 10,350 | - | 10,526 | 65,521 |
| Other current assets | - | - | - | - | - | - | 97,239 | 97,239 |
| Non-current assets held for sale | - | - | - | - | - | - | 19,710 | 19,710 |
| Total assets | 112,698 | 58,417 | 69,590 | 223,665 | 114,926 | 84,187 | 183,597 | 847,080 |
| Equity | - | - | - | - | - | - | 26,506 | 26,506 |
| Financial liabilities | - | - | - | - | - | - | 635,928 | 635,928 |
| Deferred tax liabilities | 14,251 | 9,625 | 14,050 | 33,681 | 16,319 | 2,794 | 3,455 | 94,175 |
| Trade and other payables | 12,671 | 11,734 | 7,962 | 13,239 | 9,237 | 16,171 | - | 71,014 |
| Other current liabilities | - | - | - | - | - | - | 19,057 | 19,057 |
| Liabilities associated with non-current assets held for sale |
- | - | - | - | - | - | 400 | 400 |
| Total equity and liabilities | 26,922 | 21,359 | 22,012 | 46,920 | 25,556 | 18,965 | 685,346 | 847,080 |
The Group presents its earnings in accordance with generally accepted accounting standards, namely the International Financial Reporting Standards (IFRS). However, management believes that certain alternative performance measures ("APMs") provide useful additional financial information worth considering by users when evaluating its financial performance. Management also uses the APMs detailed below when taking financial, operating and planning decisions, as well as when evaluating the Group's performance.
Definition. Profit or loss from operations before: depreciation and amortisation charges; impairment and gains or losses on the derecognition and disposal of non-current assets and non-current assets classified as held for sale; and other non-recurring income and expenses.
Reconciliation: EBITDA is calculated using the following statement of profit or loss lines items:
Operating profit/(loss) + depreciation and amortisation charges +/- impairment and gains/(losses) on disposal of fixed assets and non-current assets classified as held for sale +/- impacts corresponding to non-recurring expenses.
| Thousands of euros | |||
|---|---|---|---|
| EBITDA | 2020 | 2019 | |
| Operating profit/(loss) | 80,895 | 27,859 | |
| Depreciation and amortisation (notes 6 & 7) Net impairment of and gains/(losses) on disposals of fixed assets, |
12,426 | 14,579 | |
| non-current assets held for sale and investment properties, net (notes 21 and 23) | (617) | (980) | |
| Net impairment of intangible assets and property, plant and equipment (notes 21 & 23) | (20,635) | (10,966) | |
| Non-recurring (income)/expenses (*) | (92) | (2,765) | |
| 71,977 | 27,727 |
(*) The detail of the non-recurring (income)/expenses recognised under each line item in the consolidated statement of profit or loss in 2020 and 2019 is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| 2020 2019 |
||||
| Other operating income Employee benefits expense Other operating expenses |
- (1,132) 1,040 |
(10,679) 4,950 2,964 |
||
| Non-recurring (income)/expense | (92) | (2,765) |
In conceptual terms, non-recurring items are mainly those associated with termination benefits and provisions for lawsuits.
Rationale for usage. EBITDA enables an analysis of operating profit before depreciation, amortisation and impairment charges and gains or losses on the derecognition and disposal of fixed assets and non-current assets classified as held for sale and the related effects, as well as other non-recurring income and expenses, since none of these variables represents a cash flow and each may vary substantially from one company to another depending on accounting policies and the carrying amount of assets.
EBITDA is the best proxy for cash flows from operating activities before tax and reflects the cash generated prior to changes in working capital (calculated as the difference between total current assets and total current liabilities).
The Group uses EBITDA as the baseline for calculating cash flow to which it adds the changes in working capital. Lastly, it is an APM that is widely used by investors when valuing businesses (valuation using multiples), and by rating agencies and creditors to measure leverage by comparing EBITDA with net debt.
Consistency. The criteria used to calculate EBITDA were the same in both reporting periods.
Definition. Gross borrowings less cash and cash equivalents.
Reconciliation: Financial liabilities: notes and other marketable securities + Non-current bank borrowings + Other financial liabilities + Current financial borrowings - Deposits recognised within other current financial assets - Cash and cash equivalents - Equivalent assets recognised within non-current assets classified as held for sale.
| Thousands of euros | |||
|---|---|---|---|
| 2020 | 2019 | ||
| Non-current bank borrowings (note 16) | 204,600 | 510,444 | |
| Current financial borrowings (note 16) | 15,967 | 80,922 | |
| Financial liabilities - notes and other marketable securities (note 16) | - | 42,453 | |
| Other non-current financial liabilities (note 16) | 2,214 | 2,109 | |
| Less: Cash and cash equivalents (note 13) (*) | (72,582) | (78,628) | |
| Net debt | 150,199 | 557,300 |
(*) Net debt does not include the term deposits maturing at more than three months, which are recognised under other financial assets within current and non-current assets and at 31 December 2020 amounted to 8,947 thousand euros (yearend 2019: 8,299 thousand euros) (note 8).
Rationale for usage: Monitoring Group indebtedness and leverage.
Consistency. The method used to calculate net debt was the same in both reporting periods.
Definition. Current assets less current liabilities (non-financial).
Reconciliation: Inventories + Trade and other receivables - Trade and other payables - Current provisions.
| Thousands of euros | |||||
|---|---|---|---|---|---|
| 2020 | 2019 | ||||
| Inventories (note 10) Trade and other receivables (note 11) Trade and other payables (note 17) |
107,397 39,322 (78,101) |
83,179 65,521 (71,014) |
|||
| Working capital | 68,618 | 77,686 |
Rationale for usage. Monitoring Group liquidity and solvency.
Consistency. The criteria used to calculate working capital were the same in both reporting periods.
The Group's global risk management programme focuses on analysing and managing financial market uncertainty, attempting to minimise the potential adverse effects on the Group's profitability. The Group uses derivatives to hedge certain exposures.
Risk management is controlled by the Group's Central Treasury Department in accordance with the policies approved by the Parent's Board of Directors. That department identifies, evaluates and hedges financial risks in close cooperation with the Group's operating units. The Board provides written policies for global risk management, as well as for specific matters such as foreign currency risk, interest rate risk, liquidity risk, the use of derivative and non-derivative instruments and investment of surplus liquidity.
The most significant risks to which the Group is exposed are:
The financing arranged in 2020 obliges compliance with two financial ratios: (i) a minimum amount of EBITDA (on a trailing 12-month basis), which will begin to be measured quarterly from June 2021; and (ii) a minimum liquidity buffer, measured monthly, of 15 million euros, below which threshold liquid assets cannot fall during 20 or more consecutive days. Group liquidity remained at over 15 million euros throughout 2020. The agreement also stipulates a series of limits on the transactions that the Group can perform (note 16.1).
The Group operates in international markets and is, therefore, exposed to foreign currency risk on the transactions performed by it in foreign currencies, mainly the US dollar. Foreign currency risk arises when future commercial transactions, recognised assets and liabilities and net investments in foreign operations are denominated in a currency other than the functional currency of the Group (the euro). The Group's Corporate Finance Department is responsible for managing the net position in each foreign currency using external forward foreign currency contracts when deemed necessary.
The Group writes exchange rate hedges over certain assets, liabilities or future transactions. In addition, in transactions with third parties, it uses the euro as the benchmark currency whenever possible (mainly in raw material purchase transactions, which are the most relevant within the Group). All the financing arranged by the Group is denominated in euros.
The Group also presents its financial statements in euros, translating the assets and liabilities of the Group companies whose functional currency is not the euro at the closing exchange rate on the corresponding reporting date and their income and expenses at the average exchange rate for the period in which they took place. Fluctuations in the exchange rates used in this translation process give rise to variations expressed in euros (positive or negative), which are recognised in the Group's consolidated financial statements as 'Translation differences' in equity.
Despite the foreign currency hedges that the Group usually arranges, exchange rate fluctuations may expose the Group to significant economic and accounting losses that could have a material adverse impact on its activities, the results of its operations or its financial position.
Below is a breakdown of the Group's exposure to foreign currency risk at year-end 2020 and 2019. The accompanying tables reflect the carrying amounts of the Group's financial instruments or classes of financial instruments denominated in foreign currency:
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Mexican | Australian | Canadian | Swiss | Pounds | Indian | |||
| US dollar | peso | dollar | dollar | franc | sterling | rupee | Total | |
| Trade and other receivables | 5,809 | 4,356 | - | 3,562 | 807 | - | - | 14,534 |
| Cash and cash equivalents | 6,630 | 354 | 36 | 870 | 48 | 18 | 9,620 | 17,576 |
| Total current assets | 12,439 | 4,710 | 36 | 4,432 | 855 | 18 | 9,620 | 32,110 |
| Total assets | 12,439 | 4,710 | 36 | 4,432 | 855 | 18 | 9,620 | 32,110 |
| Trade and other accounts payable | 8,345 | 641 | 64 | 730 | - | 34 | 4,093 | 13,907 |
| Total current liabilities | 8,345 | 641 | 64 | 730 | - | 34 | 4,093 | 13,907 |
| Total liabilities | 8,345 | 641 | 64 | 730 | - | 34 | 4,093 | 13,907 |
| Gross exposure as per statement of financial position |
4,094 | 4,069 | (28) | 3,702 | 855 | (16) | 5,527 | 18,202 |
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Mexican | Australian | Canadian | Swiss | Indian | |||
| US dollar | peso | dollar | dollar | franc | rupee | Total | |
| Trade and other receivables | 3,835 | 3,707 | 16 | 2,982 | 160 | 1,317 | 12,018 |
| Cash and cash equivalents | 10,590 | 232 | 247 | 818 | 202 | 6,553 | 18,642 |
| Total current assets | 14,425 | 3,939 | 263 | 3,800 | 362 | 7,870 | 30,660 |
| Total assets | 14,425 | 3,939 | 263 | 3,800 | 362 | 7,870 | 30,660 |
| Trade and other payables | 5,645 | 172 | 165 | 952 | 62 | 1,864 | 8,860 |
| Total current liabilities | 5,645 | 172 | 165 | 952 | 62 | 1,864 | 8,860 |
| Total liabilities | 5,645 | 172 | 165 | 952 | 62 | 1,864 | 8,860 |
| Gross exposure as per statement of financial position |
8,781 | 3,767 | 98 | 2,848 | 300 | 6,006 | 21,800 |
The Group does business with customers in different countries and with different levels of solvency and sales collection periods. As a result, it is exposed to the risk of customer default or insolvency.
The Credit Department forms part of the Group's Treasury Department and is responsible for periodically monitoring customer credit levels and establishing the appropriate analytical procedures in accordance with each unit's specific operations.
The Group implements internal customer risk management procedures and the main Group companies take out insurance policies with top-level international companies with high credit ratings to ensure that it sells to to customers with a suitable track record of creditworthiness.
The Credit Department periodically implements analytical and monitoring procedures for customer credit limits. The maximum credit limits for each customer are calibrated in the system in accordance with the limits covered by the insurance policies taken out. In addition, the Group has policies in place for ensuring that it wholesales to customers with an appropriate credit history.
In 2020, both Deoleo Global S.A.U.'s and Carapelli Firenze's percentage of sales cover was over 90%, while non-performance was 0.0% and 0.11% of those entities sales, respectively.
Below is a schedule of the estimated maturities of the financial assets recognised in the consolidated statement of financial position at 31 December 2020 and 2019.
| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| Less than 3 months |
Between 3 and 6 months |
Between 6 months and 1 year |
Over 1 year | Total | ||
| Financial assets measured at cost: Of which: fixed-rate (note 8) Derivative financial instruments (note 8) Trade and other receivables: |
- 646 |
- - |
- - |
178 - |
178 646 |
|
| Of which: fixed-rate (note 11) Other financial assets (note 8) |
22,348 - |
16,219 6,411 |
755 264 |
- 9,907 |
39,322 16,582 |
|
| Total assets | 22,994 | 22,630 | 1,019 | 10,085 | 56,728 |
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Less than 3 months |
Between 3 and 6 months |
Between 6 months and 1 year |
Over 1 year | Total | |||
| Financial assets measured at cost: Of which: fixed-rate Derivative financial instruments Trade and other receivables: Of which: fixed-rate |
- 80 65,429 |
- - 92 |
- - - |
228 - - |
228 80 65,521 |
||
| Other financial assets | - | 8,299 | 1,181 | 9,742 | 19,222 | ||
| Total assets | 65,509 | 8,391 | 1,181 | 9,970 | 85,051 |
The Group manages liquidity risk conservatively, maintaining sufficient cash for its ordinary business operations plus sufficient additional funding, through discount lines, to cover its working capital needs.
In addition, as detailed in notes 1.2 and 16, on 24 June 2020, the Group restructured its debt, reducing its indebtedness by 332.9 million euros and extending the maturity of its surviving debt to 2025 and 2026.
The financing agreement implies certain limitations with regard to the arrangement of new lines or transactions which entail the assumption of additional borrowings.
Below is a breakdown of the Group's exposure to liquidity risk at 31 December 2020 and 2019. The tables below analyse the Group's financial liabilities based on the contractual remaining maturities.
| Less than 1 month |
From 1 to 3 months |
Between 3 months |
Thousands of euros Between 1 and 5 |
Over 5 | ||
|---|---|---|---|---|---|---|
| and 1 year | years | years | Total | |||
| Bank borrowings: Of which: floating-rate (note 16) Trade and other payables: Of which: fixed-rate (note 17) Lease liabilities Other financial liabilities (note 16) Derivative financial instruments (note 16) |
- 53,051 107 - - 53,158 |
- 16,635 213 - - 16,848 |
13,289 8,415 876 1,482 - 24,062 |
- - 2,150 64 - 2,214 |
204,600 - - - - 204,600 |
217,889 78,101 3,346 1,546 - 300,882 |
| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| Between 3 | Between 1 | |||||
| Less than | From 1 to | months | and 5 | Over 5 | ||
| 1 month | 3 months | and 1 year | years | years | Total | |
| Notes and other marketable securities: |
||||||
| Of which: floating-rate Bank borrowings: |
- | - | - | - | 42,453 | 42,453 |
| Of which: floating-rate Trade and other payables: |
- | - | 78,122 | 510,444 | - | 588,566 |
| Of which: fixed-rate | 50,308 | 14,315 | 6,391 | - | - | 71,014 |
| Lease liabilities | 123 | 242 | 984 | 1,724 | - | 3,073 |
| Other financial liabilities Derivative financial instruments |
- - |
- | 1,437 14 |
385 - |
- - |
1,822 14 |
| 50,431 | 14,557 | 86,948 | 512,553 | 42,453 | 706,942 | |
The Group's interest rate risk arises from its non-current borrowings. Borrowings issued at floating rates expose the Group to cash flow interest rate risk. The Group arranges derivatives to hedge its interest rate risk.
The changes in the fair value of the interest rate derivatives arranged depend on the movements in the medium- and long-term euro yield curve.
The Group's financing is governed by the financing agreement entered into in June 2020, which stipulates the floating rate terms applicable throughout the term of the agreement.
Interest rate hedges are only arranged with banks with high credit ratings.
At 31 December 2020, the Group had extended sureties, mainly to guarantee loans granted to it by banks, business transactions and dealings with the public authorities, with an aggregate outstanding balance of 23,904 thousand euros (year-end 2019: 17,424 thousand euros). Those guarantees are not expected to give rise to any contingencies or losses over and above the non-current provisions already recognised in the amount of 3,921 thousand euros.
No other significant events have occurred between year-end and the date of authorising these consolidated financial statements for issue that have not been disclosed in these notes.
These consolidated financial statements are presented on the basis of the regulatory financial reporting framework applicable to the Group (see Note 2.1). Certain accounting practices applied by the Group that conform to that regulatory framework may not conform to other generally accepted accounting principles and rule. In the event of discrepancy, the Spanish-language version prevails.
| % Sha |
|||||
|---|---|---|---|---|---|
| Reg iste red na me |
off Reg iste red ice |
Bus ine ss |
Aud itor |
Sha reh old ing co mp any |
re hol din g |
| Car lli F iren S. p.A ape ze, |
Ita ly |
Pro duc tion d s ale of eta ble oil an veg |
EY (Ita ly) |
Deo leo Int atio nal , Lt d. ern |
100 .00 |
| Deo leo Aus lia Pty Ltd tra |
Eas t G osf ord (A rali a) ust |
Sal f bo ttle d v tab le o il e o ege |
- | Car lli F iren S. p.A ape ze, |
100 .00 |
| Méx Deo leo Com ial ico, S. A. de C.V erc |
Mex ico City (M exi co) |
Sal nd dist ribu tion of foo d a nd icu ltur al p rod uct e a agr s |
Del oitt e ( Mex ico) |
Deo leo Int atio nal , Lt d. ern |
100 .00 |
| leo Deo USA , In c |
n ( ) Hou sto US |
Sal nd dist ribu of foo d p rod tion uct e a s |
- | leo nal d. Deo Int atio , Lt ern |
100 .00 |
| Deo leo Can ada , In c |
Tor o ( Can ada ) ont |
Sal nd dist ribu tion of foo d p rod uct e a s |
- | Deo leo Int atio nal , Lt d. ern |
100 .00 |
| leo hla nd bH Deo Deu tsc Gm |
nkf (Ge ny) Fra urt rma |
Sal f bo ttle d v tab le o il e o ege |
(Ge ny) EY rma |
leo nal d. Deo Int atio , Lt ern |
100 .00 |
| Deo leo , B .V. |
Am rda m ( Net her lan ds) ste |
Sal nd dist ribu tion of foo d p rod uct e a s |
- | Deo leo Int atio nal , Lt d. ern |
100 .00 |
| leo Bel Deo giu B.V m, |
ls ( Bel m) Bru giu sse |
Sal nd rke of foo d p rod ting uct e a ma s |
Del e ( Bel m) oitt giu |
leo nal d. ( ) a nd leo Glo bal Deo Int atio , Lt 99% Deo , S .A.U ern (1% ) |
100 .00 |
| Deo leo Col bia , SA S om |
Col bia om |
Sal nd rke ting of foo d p rod uct e a ma s |
- | Deo leo Int atio nal , Lt d. ern |
100 .00 |
| leo Sou th sia Sdn . Bh d. Deo Eas t A |
lay sia Ma |
duc tion d s ale of ble oil Pro eta an veg |
Del oitt e ( lay sia ) Ma |
leo atio nal d. Deo Int , Lt ern |
100 .00 |
| Deo leo Ind ia P riva te, Ltd |
Ind ia |
Pro duc tion d s ale of eta ble oil an veg |
Del oitt e ( Ind ia) |
Deo leo Int atio nal , Lt d. ern |
100 .00 |
| leo Hol din Deo g, S .L.U |
Alc ole a ( dob n) Cor a, S pai |
Hol din g c om pan y |
- | leo Deo , S .A. |
100 .00 |
| Deo leo Glo bal , S .A.U |
Alc ole a ( Cor dob a, S pai n) |
Pro duc tion d s ale of ble oil eta an veg |
EY (Sp ain ) |
Deo leo Fin ial, Ltd anc |
100 .00 |
| leo d. ( *) Deo UK , Lt |
UK | Hol din g c om pan y |
- | leo Hol din Deo g, S .L.U |
100 .00 |
| Deo leo Fin ial, Ltd . (* ) anc |
UK | Hol din g c om pan y |
- | Deo leo UK , Lt d. |
100 .00 |
| Deo leo Int atio nal , Lt d ( *) ern |
UK | Hol din g c om pan y |
- | Deo leo Glo bal , S .A.U |
100 .00 |
| Mé leo Ind rial o, S de C.V Deo ust xic .A. |
Cor dob z (M co) a. V exi era cru |
cha and ale and Pur , i ort rt, sin atio se s mp , e xpo pro ces g, pre par n |
Del e ( ico) oitt Mex |
leo Glo bal , S Deo .A.U |
100 .00 |
| of r fo rke ting rice d o the od and ricu ltur al p rod uct ma an ag s |
|||||
| leo ille s G S. Deo Ant A. uya ne, |
(Fr h G na) Ma uia na enc |
Sal e, d ibu d e f fo od duc istr tion rt o ts an xpo pro |
- | leo Glo bal , S Deo .A.U |
100 .00 |
| Com nie Riz ico le d e L 'Ou Gu ais, S. A. est pag yan |
Ma (Fr h G uia na) na enc |
Sal nd duc tion of rice d o the r fo od duc ts e a pro an pro |
- | Deo leo Glo bal , S .A.U |
100 .00 |
| Cam a, S .A. |
(Fr h G na) Ma uia na enc |
duc d s ale of foo d p rod Pro tion uct an s |
- | leo Glo bal Deo , S .A.U |
100 .00 |
| Cim ariz , S .A. |
Ma (Fr h G uia na) na enc |
Pro duc tion d s ale of foo d p rod uct an s |
- | Deo leo Glo bal , S .A.U . (7 2.4 1% ), C a, S .A. (13 .94 %) d am an |
93. 39 |
| le d ´Ou (7. ) Com nie Riz ico e L est Gu ais, S. A. 04% pag yan |
|||||
| Car bon ell do Bra sil, S.A |
Sao Pa ulo (B il) raz |
Sal nd dist ribu tion of foo d p rod uct e a s |
- | Deo leo Glo bal , S .A.U |
100 .00 |
| Cet ro A ceit s, S .A. una |
Pila s (S evi lle, Sp ain ) |
Pro duc tion d d istr ibu tion of foo d p rod uct an s |
- | Deo leo Glo bal , S .A.U |
100 .00 |
| SA Ltd Min a U erv |
y ( US ) For t Le New Je e - rse |
Sal f bo ttle d v tab le o il e o ege |
- | Car lli F S. iren p.A ape ze, |
100 .00 |
| Car lli F iren USA In ape ze c |
New Je y ( US ) rse |
Hol din g c om pan y |
- | Car lli F iren S.p .A ape ze |
100 .00 |
| Car lli U SA LLC ape |
Del (U S) aw are |
Sal f bo ttle d v tab le o il e o ege |
- | Car lli F S.p (39 .36 %) , Ca elli iren .A. ape ze rap |
100 .00 |
| Fire US A I (1 1.6 4% ) a nd Deo leo USA In c. ( 49% ) nze nc. |
|||||
| Ref ría, Ace ica ine S. L. |
alm (Gr Las P Can as an ary Isla nd, Sp ain ) |
Sal nd dist ribu of foo d p rod tion uct e a s |
- | leo Glo bal Deo , S .A.U |
100 .00 |
| ión de dúj Cog An S.A ene rac ar, |
And úja r (J aén ) , Sp ain |
of Co- tion gen era pow er |
- | leo Glo bal Deo , S .A.U |
100 .00 |
| súa Ace ites Elo , S .A. |
Riv Vac iam adr id (Ma drid as |
Sal nd dist ribu tion of foo d p rod uct e a s |
- | Deo leo Glo bal , S .A.U |
100 .00 |
| , Spa in) |
|||||
This appendix is an integral part of and should be read in conjunction with note 2.6.1 of the accompanying consolidated financial statements for 2020.
(*) The English companies, Deoleo UK Limited (Company Number 12290115), Deoleo Financial Limited (Company Number 12290660) and Deoleo International Limited (Company Number 12290223) are exempt from the requirements of the Companies Act 2006 (English Law) relating to the auditing of accounts under section 479A of the Companies Act 200 (Companies Act 2006).
| % Sha |
|||||
|---|---|---|---|---|---|
| Reg iste red na me |
Reg iste red off ice |
Bus ine ss |
Aud itor |
Sha reh old ing co mp any |
re hol din g |
| Car lli F iren S. p.A ape ze, |
Ita ly |
Pro duc tion d s ale of ble oil eta an veg |
EY (Ita ly) |
Deo leo , S .A. |
100 .00 |
| leo lia Ltd Deo Aus tra Pty |
osf ord (A rali a) Eas t G ust |
Sal f bo ttle d v tab le o il e o ege |
Del e (A rali a) oitt ust |
lli F Car iren S. p.A ape ze, |
100 .00 |
| Méx Deo leo Com ial ico, S. A. de C.V erc |
Mex ico City (M exi co) |
Sal nd dist ribu tion of foo d a nd icu ltur al p rod uct e a agr s |
Del oitt e ( Mex ico) |
Deo leo , S .A. |
100 .00 |
| leo Deo USA , In c |
n ( ) Hou sto US |
Sal nd dist ribu of foo d p rod tion uct e a s |
- | leo Deo , S .A. |
100 .00 |
| Deo leo Can ada , In c |
Tor o ( Can ada ) ont |
Sal nd dist ribu tion of foo d p rod uct e a s |
- | Deo leo , S .A. |
100 .00 |
| Deo leo Pre fere nte s, S .A.U |
Riv Vac iam adr id (Ma drid as , in) Spa |
Iss of p refe rred sh uan ce are s |
EY | Deo leo , S .A. |
100 .00 |
| Deo leo Deu tsc hla nd Gm bH |
Fra nkf urt (Ge ny) rma |
Sal f bo ttle d v tab le o il e o ege |
EY (Ge ny) rma |
Deo leo , S .A. |
100 .00 |
| leo Deo , B .V. |
rda m ( her lan ds) Am ste Net |
Sal nd dist ribu of foo d p rod tion uct e a s |
- | leo , S Deo .A. |
100 .00 |
| Deo leo Bel giu B.V m, |
Bru ls ( Bel giu m) sse |
Sal nd rke ting of foo d p rod uct e a ma s |
Del oitt e ( Bel giu m) |
Deo leo , S .A. (99 %) d C biu m R ice Inv , S .L. est nts an am me (1% ) |
100 .00 |
| leo Col bia , SA S Deo om |
Col bia om |
Sal nd rke ting of foo d p rod uct e a ma s |
ón añó Cañ & C n |
leo , S Deo .A. |
100 .00 |
| leo th Sdn . Bh d. Deo Sou Eas t A sia |
lay Ma sia |
duc d s ale of ble oil Pro tion eta an veg |
Del e ( lay ) oitt Ma sia |
leo Deo , S .A. |
100 .00 |
| Deo leo Ind ia P riva Ltd te, |
Ind ia |
Pro duc tion d s ale of ble oil eta an veg |
Del oitt e ( Ind ia) |
Deo leo , S .A. |
100 .00 |
| Deo leo Hol din g, S .L. |
Alc ole a ( Cor dob a, S pai n) |
Hol din g c om pan y |
- | Deo leo , S .A. |
100 .00 |
| leo Glo bal Deo , S .A. |
Alc ole a ( dob n) Cor a, S pai |
duc d s ale of ble oil Pro tion eta an veg |
- | leo Hol din Deo g, S .L. |
100 .00 |
| Deo leo UK , Lt d. |
UK | Hol din g c om pan y |
- | Deo leo Hol din g, S .L. |
100 .00 |
| leo ial, Ltd Deo Fin anc |
UK | Hol din g c om pan y |
- | leo d. Deo UK , Lt |
100 .00 |
| Deo leo Int atio nal , Lt d ern |
UK | Hol din g c om pan y |
- | Deo leo Glo bal , S .A. |
100 .00 |
| Mé Deo leo Ind ust rial xic o, S .A. de C.V |
Cor dob a. V z (M exi co) era cru |
Pur cha and ale , i ort rt, sin atio and se s mp , e xpo pro ces g, pre par n rke ting of rice d o the r fo od and ricu ltur al p rod uct ma an ag s |
Del oitt e ( Mex ico) |
Deo leo , S .A. |
100 .00 |
| Me deo de Pr odu cto s A lim ent icio s, S .A. de C.V rca |
Mex ico City (M exi co) |
of foo Sal nd dist ribu tion d a nd icu ltur al p rod uct e a agr s |
- | Mé Deo leo Ind ust rial xic o, S .A. de C.V |
100 .00 |
| leo ille s G S. Deo Ant A. uya ne, |
(Fr h G uia na) Ma na enc |
Sal e, d istr ibu tion d e f fo od duc rt o ts an xpo pro |
- | leo , S Deo .A. |
100 .00 |
| Com nie Riz ico le d e L 'Ou est Gu ais, S. A. pag yan |
Ma (Fr h G uia na) na enc |
Sal nd duc tion of rice d o the r fo od duc ts e a pro an pro |
- | Deo leo , S .A. |
100 .00 |
| Cam a, S .A. |
(Fr h G uia na) Ma na enc |
duc tion d s ale of foo d p rod Pro uct an s |
- | leo , S Deo .A. |
100 .00 |
| Cim ariz , S .A. |
Ma (Fr h G uia na) na enc |
Pro duc tion d s ale of foo d p rod uct an s |
- | Deo leo , S .A. (72 .41 %) , Ca , S .A. (13 .94 %) d ma an le d ´Ou (7. ) Com nie Riz ico e L est Gu ais, S. A. 04% pag yan |
93. 39 |
| Car bon ell do Bra sil, S.A |
Sao Pa ulo (B il) raz |
Sal nd dist ribu tion of foo d p rod uct e a s |
- | Deo leo , S .A. |
100 .00 |
| Cet ro A ceit s, S .A. una |
Pila s (S evi lle, Sp ain ) |
Pro duc tion d d istr ibu tion of foo d p rod uct an s |
- | Deo leo , S .A. |
100 .00 |
| Sal gad o U SA, In c. |
New Yo rk ( US ) |
Sal nd dist ribu tion of foo d p rod uct e a s |
- | Deo leo , S .A. |
100 .00 |
| Min a U SA Ltd erv |
For t Le New Je y ( US ) e - rse |
Sal f bo ttle d v tab le o il e o ege |
- | Car lli F iren S. p.A ape ze, |
100 .00 |
| Car lli F USA iren In ape ze c |
y ( US ) New Je rse |
Hol din g c om pan y |
- | Car lli F S.p iren .A ape ze |
100 .00 |
| Car lli U SA LLC ape |
Del (U S) aw are |
Sal f bo ttle d v tab le o il e o ege |
- | Car lli F iren S.p .A. (39 .36 %) , Ca elli ape ze rap US (1 1.6 4% ) a nd leo USA c. ( 49% ) Fire A I Deo In nze nc. |
100 .00 |
| ría, Ace ica Ref ine S. L. |
Las P alm (Gr Can as an ary Isla nd, ) Sp ain |
Sal nd dist ribu tion of foo d p rod uct e a s |
- | Deo leo , S .A. |
100 .00 |
| ión dúj Cog de An S.A ene rac ar, |
úja aén And r (J , Sp ain ) |
Co- tion of gen era pow er |
- | Deo leo , S .A. |
100 .00 |
| Ib éric Ace ites AC ISA , S .A. os |
Alc ole a ( dob n) Cor a, S pai |
duc d d ibu of foo d p rod Pro tion istr tion uct an s |
- | leo Deo , S .A. |
100 .00 |
| Cam biu m R ice Inv , S .L. est nts me |
Riv Vac iam adr id as |
Hol din g c om pan y |
- | Deo leo , S .A. |
100 .00 |
| súa Ace ites Elo , S .A. |
Riv Vac iam adr id (Ma drid as , |
Sal nd dist ribu tion of foo d p rod uct e a s |
- | Deo leo , S .A. |
100 .00 |
| in) Spa |
|||||
| Sev illa Ric e C y, S .A. om pan |
Riv Vac iam adr id (Ma drid as , Spa in) |
Pur cha and le, sio sin nd rke ting of rice d se sa con ver n, pro ces g a ma an foo d a nd ltur al p rod icu uct agr s |
- | Deo leo , S .A. |
100 .00 |
Group Management Report for 2020
Deoleo is a leading global brand-driven olive oil group. It has the best brand portfolio in its sector as is evidenced by commanding market shares in the various markets in which the Group operates. It also markets seed oils, table olives, vinegars and sauces and is, therefore, a genuine benchmark in global foodstuffs.
Deoleo has a major international presence thanks to its global brand recognition. Its brands, including Carbonell, Bertolli, Carapelli, Sasso, Koipe and Hojiblanca, command leading positions in the world's largest markets.
The Group's main production centres are located in Spain and Italy.
Deoleo's business model, aimed at generating value in a sustainable manner, is articulated around three basic pillars:
Deoleo's business model is based on six key levers:
At 31 December 2020, the Parent's Board of Directors was made up of six members, of whom three were proprietary directors, two were independent and one was an executive director.
The composition of the Board's various steering committees at year-end:
The Audit and Control Committee, comprising three members, which holds periodic meetings to address the matters within the scope of its powers, as set out in the Board Regulations.
Appointments and Remuneration Committee, comprising three members, which holds regular meetings to address the matters within the scope of its powers, which are similarly regulated in the Board Regulations.
(*) Refer to the Annual Corporate Governance Report for 2020, published on the CNMV website (www.cnmv.es) and on the Deoleo website (www.deoleo.com).
In 2020, the Group's capital expenditure in the vegetable oil business centred on the expansion and modernisation of the facilities and equipment at the Alcolea (Spain) and Tavarnelle (Italy) factories.
2020 was marked by:
The year-on-year change in farm gate prices in Spain:
| Olive oil prices - Spain (euro/tonne) | ||||||
|---|---|---|---|---|---|---|
| Raw material | Dec-20 | Dec-19 | Change | |||
| Extra virgin Virgin Lampante |
2,573 2,092 1,910 |
2,102 1,787 1,679 |
22.4% 17.1% 13.8% |
|||
| Average prices (Pool Red) |
The growth in olive oil prices, observed from the start of the new harvesting season, is mainly attributable to the reduction in carryover inventories, in turn shaped by the growth in consumption in 2020, as well as the outlook for the 2020/2021 harvest.
Below are the main line items from the consolidated statement of profit or loss for the last two years, presented on a like-for-like basis.
| Thousands of euros | |||||
|---|---|---|---|---|---|
| 2020 | 2019 | Change | |||
| Statement of profit or loss: | |||||
| Revenue Gross profit Other operating expenses |
665,614 158,159 (86,182) |
561,953 107,711 (79,984) |
18.4% 46.8% 7.7% |
||
| EBITDA EBITDA margin |
71,977 10.8% |
27,727 4.9% |
159.6% | ||
| Profit/(loss) for the year | 290,070 | (10,606) | 2,834.9% | ||
| Attributable to: | |||||
| Equity holders of the parent | 270,434 | (10,606) | 2,649.8% | ||
| Non-controlling interests | 19,636 | - | - |
The significant growth in reported net profit was attributable to the above-mentioned improvement in EBITDA and the impact - in the amount of 233 million euros - of the refinancing process completed during the year:
Below are the main line items from the consolidated statement of financial position for the last two years on a like-for-like basis:
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | Change | ||||||
| Non-current assets Working capital Equity attributable to equity holders of |
605,734 68,618 |
581,431 77,685 |
4.2% (11.7%) |
|||||
| the parent Equity Net debt |
215,221 432,211 150,199 |
26,506 26,506 557,300 |
712.0% 1,530.6% (73%) |
| Thousands of euros | |||
|---|---|---|---|
| 2020 | 2019 | ||
| Opening balance | 78,628 | 47,947 | |
| EBITDA Change in working capital (*) |
71,977 (1,610) |
27,727 16,070 |
|
| Cash flow from operating activities Interest paid Tax paid Non-recurring and other items Cash flow from/(used in) investing activities |
70,367 (20,111) (5,566) (19,344) 10,248 |
43,797 (28,281) (206) (5,277) (4,998) |
|
| Cash flow before financing activities Cash flow (used in)/from financing activities |
35,594 (41,640) |
5,035 25,646 |
|
| Net (decrease)/increase in cash | (6,046) | 30,681 | |
| Closing balance | 72,582 | 78,628 |
(*) The movement in working capital in 2020 does not include the movement associated with the balances related with the agreement reached with the former directors of the Parent, which at year-end 2019 were recognised as current accounts receivable and were reclassified to other headings of the statement of financial position during the first quarter of 2020.
The Group generated 36 million of cash before debt service in 2020, compared to 5 million euros in 2019, thanks to the considerable growth in EBITDA, the reduction in interest expense and the proceeds generated by the sale of assets held for sale, which offset the advisory fees associated with the refinancing transaction (13 million euros), which account for the bulk of the balance recognised under 'Non-recurring and other items' above.
The Group boasts a solid cash position of 73 million euros at year-end 2020, having prepaid 37 million euros of its newly arranged debt during the second half of the year. Thanks to that robust financial position, the Group was compliant at all times with all of the covenants stipulated in the new syndicated financing agreement.
At 31 December 2020, the Parent's share capital was represented by 1,404,858,169 shares, each with a par value of 0.002 euros, all of which were fully subscribed and paid and represented by book entries.
The Group's parent, Deoleo, S.A. (the Company or Parent) incurred a significant loss of 70,797 thousand euros in 2019. As a result of that loss, coupled with the losses accumulated in prior years, the Parent's equity stood at a negative 54,326 thousand euros at year-end 2019. Moreover, at 31 December 2019, the Parent presented negative working capital of 31,953 thousand euros as a result, mainly, of the classification of its revolving credit facility, due June 2020, within current liabilities.
As a result, as from July 2019, Deoleo, S.A. met the grounds for dissolution under article 363 of Spain's Corporate Enterprises Act, specifically that of having an equity balance of less than half of share capital (equity was negative in August), requiring that the imbalance be redressed by reducing share capital or increasing equity.
As outlined in note 1.2, on 25 September 2020, the Group embarked on a financial restructuring process when it entered into a lock-up agreement with the pool of banks that had extended it a syndicated loan facility in the amount of 574.9 million euros.
Against the backdrop of that restructuring process, at the Extraordinary General Meeting held by the Parent on 17 January 2020 the following resolutions were ratified: (i) the reduction of Deoleo S.A.'s share capital to zero and a simultaneous capital increase of up to 50 million euros; (ii) the dissolution and liquidation of Deoleo Preferentes, S.A.U.; and (iii) the de-merger of the majority of the assets and liabilities of Deoleo, S.A., to Deoleo Holding, S.L.U., initially, and Deoleo Global, S.A.U. subsequently.
The deeds to the reduction of share capital to zero, offsetting losses, by means of the cancellation of each and every one of the shares into which the Parent's capital was divided, and to the simultaneous capital increase via the injection of 50,000,000.40 euros of cash were placed on public record on 24 June 2020. Specifically, the Company issued 500,000,004 shares at a price of 0.10 euros per share for nominal share capital of 1,000,000.008 euros and a share premium account totalling 49,000,000.392 euros. The transaction costs totalled 1,024 thousand euros.
Following the above-mentioned simultaneous capital reduction and increase, at 31 December 2020, the Parent's share capital was represented by 500,000,004 shares with a unit par value of 0.02 euros, all fully subscribed and paid and represented by book entries.
The restructuring effort concluded on 24 June 2020, having duly executed and registered the above transactions, along with other ancillary actions, and finished documenting the contractual aspects needed to execute the resolutions, such that they have taken full effect since that date.
The Group did not buy or sell any own shares in 2020.
At 31 December 2020, the Parent did not hold any own shares as treasury stock.
2020 marked a turning point for the Deoleo Group. The refinancing agreement completed last June, which has unlocked a 371 million euro reduction in net debt and aligned the Group's size and structure with the business's needs, was accompanied by the earnings momentum evident in each of the key financial performance indicators: revenue, margins, EBITDA, net profit and cash generation.
Today, the Deoleo Group is the reaping the results of the combination of the completion of a successful and complicated financial restructuring effort, in which shareholders and creditors alike made sacrifices, and the definition and start of execution of a credible and sustainable business plan. The reality has surpassed initial expectations, prompting the Group to reassess its strategic targets in 2021 in order to align them with its ambitions for the years to come.
Along with the gradual business improvements the Group had already been observing, household consumption of its products has increased sharply as a result of the prevailing health crisis. In that context, the Group has been able to monetise the strength of its brands and its business know-how, which has materialised in:
The Group's new situation after the transactions closed and milestones attained in 2020 is also evident in how the market perceives it. The leading credit ratings agencies, Moody's and Standard and Poor's, have upgraded the Group's ratings; Deoleo's share price has gained 70% since 25 June when the refinancing agreement took effect; and the former shareholders that participated in the rights issue have seen their commitment pay off, with a return on their investment of approximately 170%. Deoleo's shares were added to the Ibex Small Caps index in December 2020, which will increase the Company's visibility on the equity markets.
The start of 2021 continues to be marked by a high level of global uncertainty associated with the ongoing pandemic. The Group, however, is clear about its growth objectives, underpinned by its strategic lines of initiative, including a commitment to unlocking the value of quality olive oil and the placement of consumer preferences at the heart of its strategy.
The results obtained in 2020 are so much better than expected that the Group is going to reassess and probably raise the targets laid down in the current Business Plan. In 2021 it will therefore launch and start to roll out a new five-year plan that embodies the new situation and loftier ambitions.
The Group's operations are governed by environmental protection and occupational health and safety regulations. The Parent considers that it complies substantially with those laws and has designed and implemented procedures for encouraging and guaranteeing due compliance. The key environmental disclosures are provided in note 26 of the consolidated financial statements for 2020.
No other significant events have occurred between year-end and the date of authorising these consolidated financial statements for issue that have not been disclosed in these notes.
The most significant risks to which the Group is exposed are as follows:
a) Risk of intense competition from, and increase in the market share of, private-label brands.
The Deoleo Group commands market shares of approximately 13.4% and 11.6% in Spain and Italy, respectively. The Deoleo Group's market shares, sales volumes and/or margins could decline as a result of competitor inroads due to comparative advantages or the need to cut prices in response to competition or customer demands. Revenue could also suffer from changes in consumer preferences or sophistication, customer purchasing power, a drop in service quality, increased price sensitivity, economic factors in the Group's various business markets or a shortfall of demand as a result of a widespread drop in consumption. A hypothetical increase in the market share commanded by private-label brands (49.5% in Spain and 23.1% in Italy) could also have an adverse effect on the Group.
b) Commodity price volatility.
The cost of the main raw material (vegetable oil) accounts for roughly 80% of operating costs. In addition, 70% of global supply is concentrated in three countries: Spain, Italy and Greece. The Group may not be capable of sufficiently managing price fluctuations over a short period of time (in either direction) for a number of reasons beyond its control (e.g.: climate change and meteorological conditions, olive tree diseases, import/export restrictions, energy and fuel prices, etc.). Vegetable oil could also become unavailable in the market in the quantity, at the quality or at the prices required or demanded by the Group.
c) Lawsuits and claims.
The Deoleo Group is currently involved in lawsuits and claims, most of which arose in the ordinary course of business, the outcome of which is uncertain. Those lawsuits arise basically from relationships with customers, suppliers, employees, shareholders and the public authorities, as well as from industrial activities. There can be no assurance that current or potential lawsuits and claims will be ruled on in the Group's interests.
d) Revenue concentration by business line, geography and customers.
Approximately 97% of the Group's revenue is concentrated in the olive oil (71%) and seed oil (26%) businesses.
By geography, 63% of revenue is generated in three markets: Spain, Italy and the US.
Approximately 31% of Group revenue is generated by its top 15 customers. The top customers in Spain, Italy and the US account for roughly 16% of sales in each market.
Economic conditions and political uncertainty can have a negative impact on demand for the Group's products in these countries and on its customers' ability to meet their payment obligations. Moreover, any adverse developments at the economic, political or social levels in any of these markets could have an adverse impact on the Group's activities, operations and earnings performance.
In addition, potential financial difficulties affecting customers, a reduction in customer purchasing power, mergers among customers, the loss of business licences or the termination or breach of a material contract could result in a loss of revenue and cash flows.
a) Risk related to the Group's equity position.
The Group incurred significant losses between 2016 and 2019, weakening its financial health. Since 2016, it met the grounds for dissolution on account of a shortfall of equity on three occasions.
Completion of the restructuring agreement on 24 June 2020 provides no assurance that the Group will not incur fresh losses in the future, once again triggering the requirement to reduce equity or liquidate.
Moreover, situations of that nature in the future could negatively affect the Group's reputation visa-vis investors, suppliers and/or customers, with an adverse effect on its financial position, potentially impeding the Group from servicing its liabilities.
b) Foreign currency risk.
The Group is exposed to foreign currency risk on business transactions (particularly transactions denominated in US dollars which in 2020 accounted for approximately 22% of Group sales). Movements in exchange rates expose it to significant financial and accounting losses.
c) Risks arising from level of indebtedness (breach of covenants).
A potential breach of the obligations assumed vis-a-vis the Group's lenders could trigger the prepayment of the various tranches of debt provided under the new financing package, the enforcement of the guarantees extended or the execution of the call options granted to underwrite the financing agreements.
In addition, the new senior and junior facilities contemplate the prepayment of the Sustainable Debt in the event of a change of control (refer to section 5.e below).
d) Interest rate risk.
The Group's interest rate risk arises mainly from its non-current borrowings. Borrowings issued at floating rates expose the Group to cash flow interest rate risk. Virtually 100% of the Group's borrowings carry floating rates of interest, at a cost of approximately 4.4%.
In the wake of the restructuring process, the surviving Sustainable Debt comprises two tranches carrying rates benchmarked to EURIBOR plus a spread, with a EURIBOR floor of between 0.5% and 1%.
At year-end 2020, the carrying amount of the Group's intangible assets (trademarks) and goodwill was 457 million euros (54% of total Group assets) and 22 million euros (2.6% of total Group assets), respectively.
Between 2016 and 2018, the Group recognised net impairment losses against those assets of 333 million euros, and in 2019-2020 it reversed those allowances by a net 21 million euros.
As a result, the Group is exposed to:
The Deoleo Group could be affected by inadequate management of its inventories in terms of stock levels:
Elsewhere, the Deoleo Group has outsourced some of its bottling/canning operations and is highly dependent on those providers in the seed oil, sauce, olive and vinegar segments. The Group could be affected, among other developments, by possible breach of the obligations by its copackers, significant delays in or the suspension of packaged product deliveries by copackers, breach of the required quality standards if copackers fail to pass the certification process established by Deoleo, breach of the policies or codes of conduct communicated by Deoleo, or breach of the terms of contract.
c) Regulatory, tax and customs risk.
The Group's activities and products could be affected by:
Potential breaches of the regulations governing its activities and products with respect to quality, food safety, occupational health and safety, environmental protection, anti-trust, tax and customs, among other areas.
A potential increase in the regulatory burden in the food safety arena, where regulations are becoming increasingly numerous and complex, and subject to constant modification.
The Deoleo Group holds a licence for the perpetual, global and exclusive use of the Bertolli trademark.
At year-end 2020, the Group carried that usage right at 236 million euros. The business generated by the Bertolli brand accounted for approximately 40% of total Group revenue in 2019.
In the unlikely event that any the grounds for termination of the Bertolli licensing agreement were met, Mizkan as the current trademark owner could unilaterally, and with immediate effect, withdraw the Group's right to use the trademark.
e) Risk of natural disasters or catastrophes.
The Group currently operates two factories (in Spain and Italy), from where most of its interactions with the supply chain and the procurement of raw materials take place. The Group is therefore exposed to:
The Deoleo Group's image and reputation could be damaged by failure to comply with legal requirements, including data protection regulations, corporate responsibility or environmental shortcomings, personal injury or property damage, corruption, employee fraud or any other matter deemed relevant for the goods and capital markets or the food sector.
Moreover, the food industry is exposed to risks of contamination, adulteration, etc., which could give rise to liabilities derived from food poisoning or other damage caused by their products. Possible claims and damages arising from food-related harm, as well as their public disclosure, could have an adverse impact on the Group's image and trademarks, cause reactions in its competitors and repudiation on the part of customers and consumers.
The Deoleo Group is also exposed to fake news - incorrect news stories and false or dubious studies concerning its products - in both the news and social media.
5) Risks derived from the Refinancing and the new corporate structure:
As a result of the effectiveness of the Refinancing Agreement and Shareholder Agreement on 24 June 2020, the Group is exposed to the following risks:
a) Operational and management decisions.
As a result of the corporate restructuring, Deoleo, S.A.'s former creditors and Deoleo, S.A. itself currently own 49.004% and 50.996% of the shares of Deoleo Holding, S.L., respectively.
Since effectiveness of the Shareholder Agreement, the Group's operating and management decisions are being taken by the bodies that govern Deoleo Holding, S.L. and Deoleo UK Ltd. Qualified majorities are required for the approval of certain decisions at the annual general meeting of Deoleo Holding, S.L. and by the board of Deoleo UK Ltd.
b) Performance guarantees extended under the new financing agreements.
To guarantee the obligations assumed under the Refinancing Agreement, the Deoleo Group has agreed to pledge the shares of Deoleo Global, S.A.U., and to provide pledges and guarantees in the form of call options over all of the shares of Deoleo UK Ltd. and Deoleo Financial Ltd.
In the event of breach of the terms of the new financing agreement (Sustainable Debt), the creditors could enforce the pledges and call options over the assets provided as collateral, which means that Deoleo, S.A. could lose control and be stripped of its business and main assets, thus meeting the grounds for dissolution.
c) Risk of the sale of the Deoleo business.
The Shareholder Agreement entered into on 24 June 2020 contemplates the possibility of initiating the sale of the shares of Deoleo Holding, S.L., or of some or all of its subgroup.
That process can be initiated at the request of Deoleo Holding, S.L. shareholders with an ownership interest of 20% or more in the circumstances itemised in the Shareholder Agreement. All of Deoleo Holding, S.L.'s shareholders, even if they vote against such a transaction, would be obliged to accept the terms of an offer if it is approved by shareholders with an ownership interest of at least 40% in Deoleo Holding, S.L. (if any of the Sustainable Debt remains outstanding), or by shareholders with an interest of at least 51% (if the Sustainable Debt has been repaid), so long as the business or assets are sold to a third party on market terms, as first endorsed via a fair value opinion issued by an independent advisor.
As a result of such a sale, Deoleo, S.A. could be obliged to accept an offer from third parties that is approved by the rest of Deoleo Holding, S.L.'s shareholders and could, by extension, lose control or be stripped of its business or main operating assets, notwithstanding the right of Deoleo, S.A. and its shareholders to receive the sale proceeds in the amounts corresponding to them (net of any amount that would have to be paid to the warrant holders).
d) Risk of the creditors taking an equity position in Deoleo, S.A.
Under the terms of the Shareholder Agreement, four years and six months after the capitalisation of the Mandatorily Convertible Loan, which took place on 19 January 2021, if the above-mentioned sale transaction has not taken place, direct shareholders of Deoleo Holding that individually or jointly hold more than 50% of the shares issued to execute the capitalisation will be entitled to ask to have all of their shares in Deoleo Holding, S.L. (other than those held by Deoleo, S.A.) converted into shares of Deoleo, S.A., in the proportion required such that the lenders' indirect shareholding in Deoleo Holding, S.L. remains the same as before the 'swap' and Deoleo, S.A. becomes Deoleo Holding's sole shareholder.
If that 'swap' is requested, to carry it out Deoleo, S.A. would have to issue shares (non-monetary capital increase) and, as a result, Deoleo, S.A.'s shareholders would be diluted.
e) Sustainable Debt prepayment risk.
The new Senior Financing Agreement and Junior Financing Agreement include Sustainable Debt prepayment triggers in the event of a change of control, defined, among other situations, as when the CVC Funds cease to hold and control at least 50% of the share capital and voting rights of Deoleo, S.A. (for reasons other than the 'swap'); or when any person (individually or jointly) acquires 30% or more of the share capital or voting rights of Deoleo, S.A. and ends up with a higher percentage of the share capital than that held by the CVC Funds; and other events outlined in greater detail in the Registration Document approved and filed with the securities market regulator on 21 May 2020.
In the event that the Sustainable Debt is deemed due and callable on account of any of the change of control clauses, the Deoleo Group could have to look for new sources of financing in order to make the required payments. It might not be able to obtain the required financing or have to secure it on less favourable terms than those available on the occasion of the Refinancing.
The main response and oversight plans put in place to monitor the Group's key risks are:
To reduce its exposure to risk factors in the business environment, the Group strives to build longterm relationships with its raw material suppliers, build price stability into its contracts and arrange strategic agreements with producers. It uses benchmark olive oil price indices to negotiate its supply agreements country by country.
The Group's main trademarks boast longevity and significant brand recognition; they command clearcut leadership positions in most markets, providing the Group with enhanced price positioning relative to its competitors. In addition, the Group invests in advertising and promotions in order to minimise the potential impairment of its brands.
Regular analysis and monitoring of sales information and business trends, the implementation of best practices, exploration of new business opportunities and the implementation of corrective action are the key lines of initiative for managing the risks associated with the Group's revenue and market shares.
The financial risk management strategy is designed to prevent undesired impacts on the value of the Deoleo Group; maintain financing flexibility through arranged sources of financing so as to minimise exposure to liquidity risk; and reduce the impact of interest rate and exchange rate risk with hedges and where possible reduce credit risk by arranging credit insurance. The Group does not speculate in the financial markets.
In addition, the Deoleo Group is committed to complying with the obligations stipulated under its new Senior and Junior Financing Agreements, essentially two key ratios, the positive and negative covenants related with the business, the restrictions on payments to shareholders (dividends and other) and the other terms and conditions stipulated in the Shareholder Agreement, to the extent within the Group's management control.
The measures deployed to mitigate operational risks arising in the management of business processes are based on: the design of processes framed by efficiency and effectiveness criteria and risk mitigation controls; compliance with the internal policies and procedures in place to that end; due segregation of duties at the organisational level; and governance, coordinate and intra-departmental transparency practices.
The Group has a stable base of raw material suppliers, made up of renowned cooperatives with longstanding roots in the market with which it has solid business relationships. The Group has processes for certifying certain suppliers and flows for approving orders and invoices in accordance with the established chain of command.
The Group arranges appropriate insurance cover.
The approach to managing regulatory, tax and customs risks is pre-emptive and proactive, ensuring strict compliance with and observance of the applicable legislation prevailing in all its business markets. The strategy is geared towards cooperation with the regulatory bodies and contemplates multiple scenarios in an increasingly global environment.
The Deoleo Group has defined and implemented product quality controls along its productive process and processes for checking ongoing compliance with product and packaging legislation in all its business markets; it follows best practices in factory management through compliance with benchmark international standards, which is certified periodically by independent bodies; it has implemented channels for the notification and management of customer and consumer claims; and it keeps its transfer pricing documents continuously updated.
In addition, in order to mitigate the risk of white-collar crime, the Group has a corporate crime prevention model which is supervised by a body stipulated to that end.
4) Reputation
The Group's bottling operations are governed by stringent controls to ensure uniform product quality in all of its markets, in keeping with European standards.
The Group actively controls its trademarks' presence in the social media in order to quickly detect the possible spread of fake news or rumours about any of its products, tracing the information back to their sources with the the ultimate aim of preventing mass distribution of the fake information and mitigating the potential adverse consequences of any such developments.
The Deoleo Group has put in place operational procedures for the control and operation of its IT systems based on control over access and changes so as to ensure the continuity of its IT systems and infrastructure and ensure the recoverability of its communication and business-critical systems. It performs regular back-ups and tests to ensure that the operations and technology underpinning its business continuity are working as intended and updated on a timely basis.
As for the risks affecting its accounting and management information, the Group has articulated processes to govern its internal control over financial reporting system.
6) People management
The Deoleo Group has designed a long-term human resources strategy which contemplates, among other things, its strategy for communicating with employees and encouraging staff participation, internal communication and teamwork.
The strategy in place for managing human capital risks includes measures articulated around performance evaluation, the retention of key professionals and work-life balance, among other aspects.
Commitment to innovation is the cornerstone of the Group's strategy for maintaining its leadership of the vegetable oil market.
Sector competition makes the innovation and R&D effort key to enabling the Group to design new and well-differentiated products. The consumer health component of its product is an important vector of this effort.
In 2020, the R&D team continued its product development work, supporting the industrial area in order to optimise industrial processes, fine-tuning new analytical methods and cooperating with the Marketing Department to find new ways to differentiate the Group's products.
The average supplier payment terms was 46 days in 2020 (2019: 52 days).
Spanish Law 3/2004, establishing measures to tackle trade supplier non-payment, as amended by Law 11/2013, stipulates a maximum supplier and creditor payment term of 30 days, unless the parties mutually agree to extend it to up to 60 days at most. Note that the Group has agreements with most of its suppliers establishing an average payment term of 60 days.
| Share price performance | 2020 | 2019 |
|---|---|---|
| Closing price (euros) High for the year (euros) Date of high Low for the year (euros) Date of low Average for the year (euros) Total volume of shares traded (000 shares) Average daily trading volume (000 shares) Trading volume by value (thousands of euros) Average daily trading volume by value (thousands of euros) Number of shares (millions) Market capitalisation at year-end (millions of euros) |
0.2530 0.3340 16 Sept. 0.0164 16 Jan 0.1615 6,366,636 27,092 449,804 1,914 934 127 |
0.0260 0.0920 26 Feb. 0.0210 20 Dec 0.0445 732,768 2,858 38,627 151 1,405 37 |
Under the terms and conditions of Group's syndicated loan agreement, it cannot pay dividends until the loan has been repaid in full without authorisation from the creditor banks.
As stipulated in article 49 of Spain's Code of Commerce, the Group has included its non-financial statement for 2020 in the Integrated Report attached to this Management Report. The contents of the 2020 nonfinancial statement have been prepared in accordance with prevailing Spanish company law and following the selected Sustainability Reporting Standards issued by the Global Reporting Initiative (GRI Standards), as well as other criteria, as detailed in the table included in section 9 of that statement as 'Table of nonfinancial statement contents'.
This first section of the report will show how environmental, social and governance (ESG) criteria are, and have always been, an integral part of the Company's business model, since this model simply cannot be understood without sustainability, given that:
Deoleo also attaches vital importance to displaying ESG criteria not only as a company with strong ties with agriculture, but also as a leading food distributor operating in a complex environment on which it has a major impact
ix. Surveillance and measures adopted to avoid any form of discrimination (GRI 103-2) 4.4 Topics relating to the Company's corporate governance
At Deoleo we are the heirs of an olive oil tradition spanning thousands of years in Spain, Italy and the Mediterranean. This tradition has not only bequeathed us the know-how to create a product with exceptional culinary and health-benefiting properties, but has also given rise to a social, agronomic and economic universe that is of immense significance to our country, our families and our character.
For this reason we wish to take advantage of the presentation of this Annual Corporate Responsibility Report to provide you with a general outline of one of the elements lying at the heart of our business: our environmental, social and corporate governance policies. These are topics of vital importance to us because, as befits any thousand-year-old business, without them we would not be here today: the countryside and agriculture demand respect for the environment, as well as a multigenerational, longterm understanding of its importance; cultivating a product at plantations tended by families, one which finds its way to the tables of many other families worldwide, makes us personally responsible for maintaining the vitality and healthy condition of the social fabric on which we depend, for which we work and with which we change, grow and evolve. Lastly, corporate governance, despite being a more recently devised concept than the environment or society, is the foundation upon which at Deoleo we ensure that we meet the expectations of our producers, our workers and, above all, all those who place their trust in our brands to nurture their dreams.
This report, therefore, not only contains very important summaries and relevant data encompassing all our non-financial performance, with the aim of providing a holistic view of our business model and its sustainability, but it also highlights the reasons underlying that performance: we know that everything we do is founded on our olive farms, whose continuing existence over time is necessary in order to guarantee the viability of the business; they have to evolve to enable us to evolve, and they have to be sustainable in order for us, in turn, to be able depend on them.
Furthermore, Deoleo is a company that is genuinely deeply-rooted in, and firmly committed to, the Mediterranean countryside, where our olives grow, weather storms and are used to produce our oil, meeting the highest quality standards at all times. This is why, ever since our foundation in 1990, we have supported the rural world and have striven to improve the lives not only of the families working with us, but also of the olive-growing communities that for generations have produced this liquid gold and which now face the challenge of keeping their young people and best talent in their home towns, where opportunities must not be allowed to dwindle and where growth must keep pace with that of society as a whole.
We will set forth below, therefore, in a manner faithful to our transparency, a description of who we are, where we are and the people who are accompanying us on this journey. We will also provide a detailed account of how the circumstances common to us all, including the covid-19 pandemic, have impacted the Group and our workers, and of the efforts we have made to diminish the degree to which we have been affected. In addition, we will explain in depth our ESG commitments and actions, from the inner workings of our company to each jar or bottle that is opened in the homes of our consumers.
We hope that these data, which, for greater ease of reference and use, we have structured on the basis of the Sustainability Reporting Standards of the Global Reporting Initiative (GRI), will be an ideal supplement to improve your understanding of Deoleo and our business model. In the future our sustainability report, which will focus entirely on ESG matters, will be available.
"Our passion for making olive oil is written in our DNA, a centuries-long legacy"
Deoleo's history dates back to 1990, when an extraordinary group of enterprising investors decided to create a food group. Tireless hard work, the ability to overcome difficulties, and the ongoing quest for excellence have been our hallmarks ever since.
Today we are the world's largest producer of olive oil. We work with olive growers and cooperatives throughout the Mediterranean and boast the internationally most highly renowned brands -including Bertolli, Carapelli and Carbonell- and a global distribution network capable of reaching 73 countries, from Australia to Alaska.
Our solid financial base and favourable growth prospects lead us to view the next 30 years with great optimism.
Deoleo is a company that operates in several countries and which engages mainly in the bottling, packaging and marketing of vegetable oils, primarily olive oil, as well as olives, sauces, mustard and vinegar.
Taking as a reference the olive oil value chain, at Deoleo we understand that our brands, which we ourselves package, distribute and market, are our most important asset. Our brand positioning has made us the world leader in the marketing of bottled olive oil.
Deoleo has a portfolio of more than 40 brands, some of which are sold locally while others are distributed worldwide. The following are some of the most important to the development of our business: Bertolli, Carapelli, Carbonell, Hojiblanca, Sasso, Figaro, Koipe, Elosua, Giralda, San Giorgio, Lupi, Koipe Sol, Friol, Maya, Giglio Oro and Luit.
Bertolli is the world-leading olive oil brand. It, Carapelli and Sasso are the Group's most prominent brands internationally. Carbonell, thanks to its strong presence in Spain and Mexico and a significant position in other markets (the United States, Australia), ranks fourth globally in value terms. Deoleo has three brands among the ten most sold in the world, making it the company with the best brand portfolio in the world. (Data from Euromonitor and Nielsen).
Deoleo's ambition to expand internationally is one of the cornerstones of its growth and profitability, as is evidenced by the broad diversification of its business and the global reach of its brands. Thanks to this philosophy, the Group has managed to consolidate leadership positions not only in traditional olive-oil consuming markets such as Spain and Italy, but also in markets not so accustomed to the use of olive oil, such as the United States, Germany, Canada, Mexico, the Netherlands, Saudi Arabia and India.

Estas son las cifras que ilustran la dimensión del Grupo al cierre del ejercicio 2020: The following figures depict the scale of the Group at 2020 year-end:
a. Income tax paid (GRI 207-4)
The Group is highly committed to making a contribution to the communities in which it operates and, therefore, it establishes its tax domicile in the territories in which it carries on its business activity. The income tax paid in each of the countries where the Deoleo Group has tax residence, as well as the profit or loss, as the case may be, on which it has paid this tax in 2020, are detailed in the table below.
The grants received from various public authorities are also shown.
| COUNTRY | INCOME TAX PAID IN 2020 |
CURRENCY | EQUIVALENT EURO VALUE (APPROX.) |
AVERAGE RATE IN 2020 (ECB) |
||
|---|---|---|---|---|---|---|
| 1 | SPAIN | 3,063,449.51 | EUR | 3,063,449.51 | 1 | |
| 2 | GERMANY | 324,170.13 | EUR | 324,170.13 | 1 | |
| 3 | BELGIUM | -34,280.38 | EUR | -34,280.38 | 1 | |
| 4 | THE NETHERLANDS | 69,674.00 | EUR | 69,674.00 | 1 | |
| 5 | ITALY | 5,089.00 | EUR | 5,089.00 | 1 | |
| 6 | FRANCE | 337,979.19 | EUR | 337,979.19 | 1 | |
| 7 | US | 1,320,500.00 | USD | 1,156,102.26 | 1.14220 | |
| 8 | CANADA | 268,898.00 | CAD | 175,751.48 | 1.52999 | |
| 9 | AUSTRALIA | 3,669.10 | AUD | 2,217.09 | 1.65492 | |
| 10 | MEXICO | 6,429,181.00 | MXN | 262,208.46 | 24.51935 | |
| 11 | COLOMBIA | 133,683,000.00 | COP | 31,725.84 | 4,213.69454 | |
| 12 | MALAYSIA | 52,712.00 | MYR | 10,991.05 | 4.79590 | |
| 13 | INDIA | 20,135,796.00 | INR | 237,901.65 | 84.63916 | |
| 14 | BRAZIL | 0.00 | BRL | 0.00 | N/A | |
| 15 | GUYANA | 0.00 | EUR | 0.00 | N/A | |
| 5,642,979.28 |
Exchange rates used for the figures shown in the table above:
| TIPOS DE CAMBIO/ FOREIGN EXCHANGE RATES | USD | GBP CAD MXN AUD CNY CNY MYR INY | COP AED | BRL | CHF | |||
|---|---|---|---|---|---|---|---|---|
| 31/12/2020 Promedio Mensual/Monthly average | 1,21697 0,90624 1,55955 24,29143 1,61665 7,96020 4,93625 4212,60870 4,47024 6,26576 | 1.08139 | ||||||
| 31/12/2020 Promedio Anual/ YTD Average | 1,14220 0,88970 1,52999 24,51935 65492 7,87470 4,79590 84,63916 4,19274 5,89426 | 1,07052 | ||||||
| 31/12/2020 Cierre/Month end | 1,22710 0,89903 1,56330 24,41600 1,58960 8,66050 4170,0000 4,48560 6,37350 | 1,08020 |
| COUNTRY | INCOME TAX PAID IN 2019 |
CURRENCY | EQUIVALENT EURO VALUE (APPROX.) |
AVERAGE RATE IN 2019 (ECB) |
||
|---|---|---|---|---|---|---|
| 1 | SPAIN | 363,971.57 | EUR | 363,971.57 | 1 | |
| 2 | GERMANY | 340,906.50 | EUR | 340,906.50 | 1 | |
| 3 | BELGIUM | 94,519.00 | EUR | 94,519.00 | 1 | |
| 4 | THE NETHERLANDS | 4,999.00 | EUR | 4,999.00 | 1 | |
| 5 | ITALY | -294,651.00 | EUR | -294,651.00 | 1 | |
| 6 | FRANCE | 161,794.00 | EUR | 161,794.00 | 1 | |
| 7 | US | -1,498,024.81 | USD | -1,338,335.37 | 0.8934 | |
| 8 | CANADA | 671,313.77 | CAD | 451,995.56 | 0.6733 | |
| 9 | AUSTRALIA | 0.00 | AUD | 0.00 | N/A | |
| 10 | MEXICO | 0.00 | MXN | 0.00 | N/A | |
| 11 | COLOMBIA | 127,340,000.00 | COP | 34,658.44 | 3,674.14 | |
| 12 | MALAYSIA | 50,614.76 | MYR | 10,917.60 | 0.2157 | |
| 13 | INDIA | 12,237,398.00 | INR | 155,292.58 | 0.0127 | |
| 14 | BRAZIL | 0.00 | BRL | 0.00 | N/A | |
| 15 | GUYANA | 0.00 | EUR | 0.00 | N/A | |
| -13,932.11 |
b. Government grants received (GRI 201-4)
In 2020 the Company was awarded EUR 39,000 under the specific supply regime through which aid is provided for the supply of certain agricultural products to regions such as the Canary Islands.
Ignacio Silva, President & CEO of Deoleo:
2020 was one of the most challenging years our generation has faced. The appearance and subsequent expansion of covid-19 throughout the planet has forced all areas of society, from the individual citizen to business, not forgetting the authorities, to redefine their priorities in order to safeguard the most precious thing to us all: our health. The events of the last few months have placed us in situations that would have been practically unimaginable just one year ago and have made us give the best of ourselves. And at Deoleo, assessing this situation with the hindsight that only past experience has been able to afford us, we feel exceptionally proud of having been able to keep our cool and maintain our watchfulness in a situation that has been dominated by uncertainty and blindness as to exactly where the pandemic was leading us.
And we have achieved this by doing what we do best: focusing our strategy on the consumer and generating value for stakeholders, i.e., all those involved in our business. We have shown ourselves to be capable of defending our model in an exceptional year, guaranteeing at all times the health and wellbeing of our employees and of the people who work with us in all the links of the production chain.
The success of the measures adopted in previous years allowed us to start the year with the strength required to face up to the situation triggered by the spread of the coronavirus. Greater financial stability and the clear improvement in business figures made it easier to focus our attention on the aspects that the fight against the pandemic made most pressing. Deoleo had laid the foundations for remote working in previous years and, as a result, it was very easy to put in place a contingency plan that would allow us to go about our day-to-day activities while at the same time respecting the social distancing measures necessary at this time. The diligence of our management team allowed us to quickly implement security protocols to ensure the safety of all our employees, even in spaces where the activities that were being carried out did not allow for remote working. These actions have reaffirmed Deoleo's commitment to society, our customers and our consumers, as we must have it at the forefront of our minds that we play an essential role in society and, during all the phases of the pandemic, we will continue to have a human presence in all our plants.
The ability to maintain our day-to-day operations without neglecting the protection of people has also allowed us to fulfil our service-related vocation. We have made donations in the communities where we are present, mainly to food banks and non-profit organisations that have been on the front line of the battle against the pandemic.
This look over our shoulder makes us feel very proud of having been faithful to our principles, of having been capable of combining value creation with the defence of the values of equality that characterise our organisation. In this period, we have continued to make progress in reducing the gender pay gap, taking it to very advanced levels within the industry, and in integrating all the capabilities present in society into our business model, since everyone has a place at Deoleo. The pandemic has not made us deviate one iota from our commitment to sustainability and the promotion of a circular economy model that will allow us to protect our main source of value: the environment. In addition, we are continuing to reduce CO2 emissions as our business model cannot be understood without the land in which our roots lie being protected.
But perhaps the most encouraging thing is to see that all this progress, achieved in unprecedented conditions for business activity, gives us even more strength to continue fighting for what we believe in. We will continue to work hand in hand with all those involved in the sector so that customer satisfaction continues to be the key to everything we do and, thus, leave our mark on the path to a better world.
And finally, in view of the positive results over the past year and after strategic reflection, Deoleo will launch a new five-year Business Plan that reflects the changes in the market and its future potential. Of course, with this new Plan we will maintain our commitment to quality and the need to enhance the value of olive oil while giving maximum attention to the centre of our strategic decisions: our consumer.
Ensuring the physical and mental well-being of our people was the focal point of all the actions and measures taken in 2020 and will be the blueprint for the steps we will take in 2021.
In mid-February 2020 Deoleo set up a global crisis committee to guarantee a unified worldwide management of the situation resulting from the covid-19 outbreak.
The actions undertaken through this committee were as follows:
Contributions and donations to the communities in which the group is present (GRI 103-2)
Deoleo supports the communities in which it has a presence directly, not only through the creation of economic and job opportunities, but also through direct contributions and donations to those communities, in the form of both Deoleo products and direct support to social welfare entities with donations.
In terms of product donations, in 2020 the Company delivered in Spain, India, Italy, Germany, France and the USA more than 183,000 litres of olive oil to foundations and food banks, among other organisations. These donations included most notably the 150,000 litres delivered in Spain to the Madrid and Córdoba food banks, a significant donation to allow the most vulnerable people in both regions to have access to this important component of the Mediterranean diet. In Italy, 20,253 litres were also donated to the Florence food bank and the Italian Red Cross in 2020. Other donations were made to organisations such as the Frankfurter Tafel (Frankfurt food bank).
These contributions are in addition to those of 2019, in which Deoleo declare its adherence to the Spanish Network of the UN Global Compact, an international initiative of the UN to promote business sustainability in the private sector. The Global Compact will be the catalyst for the efforts of companies and organisations to achieve the Sustainable Development Goals (SDGs).
In 2019 Deoleo supported the work of various social welfare entities with donations of more than EUR 26,104 to NGOs such as Banco de Alimentos, Tavarnelle, Caritas, ATT (Cancer Association of Tuscany), Misericaordia and Bar Milleluci por la Trisonomia 21. In addition, together with our employees, we participated in numerous activities to support our communities.
Also, the initiates carried out in 2019 included most notably those carried out in Spain under the slogan "No child without breakfast" or the limited edition of 200,000 bottles that was launched within the framework of the Carbonell Project. Furthermore, some employees were involved in various actions to support communities.
That same year saw the 20th anniversary of the sponsorship of the fish festival in Camogli and the Carapelli project was carried out once again, among other actions.
In the US, our employees were involved in the first corporate volunteering project of the Tree Foundation.
We also presented and communicated the results of the survey conducted in 2019 in all the countries where the company is present. It should be positively highlighted that more than 80% of the participants are willing to make an extra effort in their day-to-day work, are able to maintain the level of energy they need to do their job and are proud to work at Deoleo.
Furthermore, more than 90% of the participants recommend Deoleo products to their environment and consider that innovation should be a key factor in the group's business strategy.
In parallel to the communication of results, the company has set up Focus Groups in the different departments to work together and encourage the participation of all the people in the day-to-day running of the company.
The organisation of working time, which includes habitual working hours, breaks and holidays, among other factors, is fully compliant with the legislation in force in the markets in which Deoleo is present, as well as with the provisions of the collective agreements entered into with the workers, at either state or workplace level. Also, Deoleo's production centres have adopted a new work organisation system that makes it possible to adapt production to customer demand. Consequently, they have a series of special shifts which result in a distribution of annual working hours that may differ from standard practice at the Company or in the industry.
The tables below illustrate the organisation of working time at Deoleo in 2019 and 2020, evidencing that the Group complies scrupulously with current legislation with regard to respecting workers' rest periods and granting workers the leave they need as provided for by law. The tables include all the workplaces in the countries in which Deoleo operates, with the exception of Colombia and Malaysia:
| Organisation of working time |
Spain (Alcolea) |
Spain (Rivas) |
Italy | France | Netherlan ds |
Germany | Belgium | United States |
Canada | Mexico | India |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Weekly working days |
5 | 5 | 5 | 5 | 5 | 5 | 5 | 5 | 5 | 5 | 5 |
| Weekly days off | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 |
| Daily working hours |
8 | 8 | 7.8 | 7 | 8 | 8 | 8 | 8 | 8 | 8 | 8.3 |
| Weekly working hours |
40 | 40 | 39 | 35 | 40 | 40 | 40 | 40 | 40 | 40 | 41.5 |
| Annual working hours |
1752 | 1761.13 | 1816 | 1820 | 1832 | 1768 | 1744 | 1848 | 1848 | 1896 | 1850.9 |
| Annual paid holiday (days) |
23 | 22 | 25 | 35 | 25 | 30 | 32 | 18 | 18 | 12 | 19 |
| Paid leave days | - | 1 | 1 | 1 | - | - | - | - | - | 7 | 21 |
2019:
| Organisation of working time |
Spain (Alcolea) |
Spain (Rivas) |
Italy | France | Netherlan ds |
Germany | Belgium | United States |
Canada | Mexico | India |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Weekly working days |
5 | 5 | 5 | 5 | 5 | 5 | 5 | 5 | 5 | 5 | 5 |
| Weekly days off | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 |
| Daily working hours |
8 | 8 | 7.8 | 7 | 8 | 8 | 8 | 8 | 8 | 8 | 8.3 |
| Weekly working hours |
40 | 40 | 39 | 35 | 40 | 40 | 40 | 40 | 40 | 40 | 41.5 |
| Annual working hours |
1752 | 1761.13 | 1800 | 1820 | 1840 | 1776 | 1752 | 1888 | 1904 | 1904 | 1859.2 |
| Annual paid holiday (days) |
23 | 22 | 26 | 25 | 25 | 30 | 32 | 13 | 12 | 12 | 19 |
| Paid leave days | - | 1 | 1 | 1 | - | - | - | - | - | 7 | 21 |
Total workforce by country:
| Employees | ||||||
|---|---|---|---|---|---|---|
| Business/Country | 31/12/2019 | 31/12/2020 | ||||
| Germany | 16 | 17 | ||||
| Belgium | 1 | 1 | ||||
| Canada | 9 | 8 | ||||
| Colombia | 2 | 2 | ||||
| Spain | 295 | 331 | ||||
| France | 9 | 13 | ||||
| Netherlands | 4 | 5 | ||||
| India | 79 | 83 | ||||
| Italy | 140 | 149 | ||||
| Kuala Lumpur | 2 | 3 | ||||
| México | 16 | 16 | ||||
| U.S.A. | 33 | 37 | ||||
| General total | 606 | 665 |
| 2019 | 2020 | |
|---|---|---|
| Average personnel |
640 | 650 |
Employees by type of contract and by type of working day
2019:
| Professional | <35 | >35<50 | >50 | Gender Total | |||||
|---|---|---|---|---|---|---|---|---|---|
| Category | M | F | M | F | M | F | M | F | Total |
| Senior managers | 2 | 18 | 5 | 15 | 7 | 33 | 14 | 47 | |
| Admin. managers | 4 | 9 | 25 | 24 | 15 | 8 | 44 | 41 | 85 |
| Skilled employees |
8 | 9 | 23 | 11 | 16 | 1 | 47 | 21 | 68 |
| Sales staff | 40 | 11 | 53 | 9 | 17 | 3 | 110 | 23 | 133 |
| Admin. staff | 25 | 31 | 20 | 56 | 15 | 28 | 60 | 115 | 175 |
| Factory staff | 17 | 1 | 28 | 5 | 43 | 4 | 88 | 10 | 98 |
| General total | 94 | 63 | 167 | 110 | 121 | 51 | 382 | 224 | 606 |
| PROFESSIONAL | <35 | 35 - 50 | >50 | ||||
|---|---|---|---|---|---|---|---|
| CATEGORY | Women | Men | Women | Men | Women | Men | TOTAL |
| Senior managers | 8 | 15 | 11 | 18 | 52 | ||
| Full-time | 8 | 15 | 10 | 18 | 51 | ||
| Part-time | 1 | 0 | 1 | ||||
| Administrative managers |
7 | 5 | 23 | 22 | 8 | 18 | 83 |
| Full-time | 7 | 5 | 23 | 22 | 7 | 18 | 82 |
| Part-time | 1 | 0 | 1 | ||||
| Skilled employees | 8 | 9 | 12 | 22 | 4 | 17 | 72 |
| Full-time | 8 | 9 | 12 | 22 | 4 | 17 | 72 |
| Part-time | 0 | 0 | 0 | ||||
| Sales staff | 15 | 39 | 10 | 56 | 3 | 22 | 145 |
| Full-time | 13 | 39 | 9 | 56 | 3 | 22 | 142 |
| Part-time | 2 | 1 | 0 | 0 | 3 | ||
| Administrative staff | 44 | 29 | 51 | 18 | 34 | 17 | 193 |
| Full-time | 42 | 29 | 48 | 17 | 33 | 17 | 186 |
| Part-time | 2 | 3 | 1 | 1 | 0 | 7 | |
| Factory staff | 1 | 28 | 10 | 28 | 6 | 47 | 120 |
| Full-time | 1 | 28 | 10 | 28 | 6 | 47 | 120 |
| Part-time | 0 | 0 | 0 | ||||
| TOTAL | 75 | 110 | 114 | 161 | 66 | 139 | 665 |
| Type | Women | Men | Total |
|---|---|---|---|
| Full-time | 244 | 409 | 653 |
| Part-time | 11 | 1 | 12 |
| TOTAL | 255 | 410 | 665 |
(ii) Absenteeism and protection protocols during the covid-19 pandemic (GRI 403-2)
It should be borne in mind that the activities carried out within the framework of Deoleo's business entail a high level of risk. The number of occupational accidents remained stable with respect to 2019, and all of them were classified as minor. No occupational diseases occurred in the year.
The Company has protocols in place, prepared in conjunction with Quirónprevención, to ensure that employees are provided with the safest possible working environment. These protocols, which were revised in November 2020, have been implemented at the Spanish plants in Alcolea and Rivas. They comprise a comprehensive action plan which, taking into account the idiosyncrasies of each of these facilities, sets out the modus operandi for the duration of the pandemic. The covid-19 protection protocol considered the Company's need to maintain its level of activity during the pandemic, due to the essential or critical role played by the business in supplying the population, and it emphasizes the low probability of exposure to the disease.
The table below details the cumulative working hours lost due to absenteeism in 2019 and 2020. The figures consider the Group workplaces which account for 90% of all employees (Spain, Italy, India and the US), as these are the countries in which significant operations are carried out and where Deoleo's production facilities are located:
| Spain | Italy | US | India | |
|---|---|---|---|---|
| Number of working hours lost due to absenteeism |
22.787 | 9019 | - | 5.063 |
| 2019: | ||||
| Spain | Italy | US | India | |
| Number of working hours lost due to absenteeism |
18.815 | 10.505 | - | 7.333 |
Note. The hours lost due to absenteeism include hours lost due to illness, accident, paid leave and unjustified absences. They do not include parental leave or paid time off for trade union representative duties.
The method used to convert calendar days into working hours is as follows: (Calendar days of absence × contractual annual hours) / 365
El criterio aplicado para convertir los días naturales en horas laborables es el siguiente: (Días naturales absentismo x Horas año pactadas) / 365
(iii) Commitment to a responsible work-life balance (GRI 401-3)
2020 was marked by the introduction of flexible working measures designed to guarantee employee safety whilst continuing to ensure that operational requirements are met. These measures were implemented at all Deoleo's workplaces and for all worker groups, with the sole exception of production employees due to the essential nature of duties they perform.
In Spain, flexible working measures had already been approved prior to the outbreak of the pandemic. These measures, which were the result of collective bargaining with the workforce's trade union representatives, include the following:
2020 witnessed a slight increase in the number of Group employees taking maternity or paternity leave, with 17 people taking parental leave, compared with 13 in 2019.
| Women | Men | Total | |
|---|---|---|---|
| Spain | 8 | 5 | 13 |
| Italy | 2 | 0 | 2 |
| India | 1 | 0 | 1 |
| United States | 1 | 0 | 1 |
| Total | 12 | 5 | 17 |
| Women | Men | Total | |
|---|---|---|---|
| Spain | 3 | 6 | 9 |
| Italy | 1 | 2 | 3 |
| India | 1 | 0 | 1 |
| United States | 0 | 0 | 0 |
| Total | 5 | 8 | 13 |
Since the very onset of the pandemic, Deoleo has clearly understood that the all-embracing care of the people working for the Company has to be its top priority and, for this reason, it has worked together with Quironprevención, a leader in workplace safety and accident prevention, to establish health protocols to guarantee maximum protection of its personnel. These protocols, which have been revised and adapted in the course of the pandemic, focus mainly on the Alcolea and Rivas facilities.
The Company has centred all its efforts on caring for the physical health and ensuring the emotional wellbeing of its workforce. To this end, once again in 2020 we maintained our firm commitment to achieving flexibility and a work-life balance, we used technology to strengthen seamless communication and contact with our employees, and we made it possible for them to continue to grow through a culture based on evaluation and response, continuous learning, recognition of achievement and promotion of professional development.
The principles around which Deoleo's people management policies are developed are as follows:
This year, as a consequence of the pandemic, we have had to adapt the way in which work is organised at all our workplaces. Worthy of mention in this connection is the establishment and preparation with Quironprevención of protocols designed to guarantee the healthiest conditions for the workforce, in particular at the Alcolea and Rivas facilities. These protocols have been
subject to ongoing review to adapt the safety measures adopted to the circumstances of the pandemic at any given time.
At the production centres in Spain and Italy we had to separate the various shifts as a means of guaranteeing production whilst avoiding the risks that would arise if different teams were present at the same time.
Both at the head office in Madrid and in Italy, a remote working system was implemented, from March until September, across the board at all Deoleo locations. From September onwards, it was possible to apply a hybrid model in Spain and Italy, i.e., one which combines the physical presence in offices of closed, department-based groups, totalling no more than 50% of the employees, with remote working in the case of the other groups, with all groups rotating on a weekly basis. It is important to point out that Deoleo's activity is considered to be essential, based on the relevant parameters established by the public authorities, and that in order for it to be performed correctly, a significant portion of the workforce needs to be physically present.
Similarly, another protocol was prepared, in conjunction with Quironprevención, for the Italian workforce at Tavarnelle. This protocol, in the same way as the documents prepared for the facilities in Spain, encompasses all the technical and human measures that need to be in place in order to guarantee the protection of the health of the employees who carry out their duties at the Italian facilities. The protocol was established on 16 July 2020 and revised on 12 February 2021 in order to adapt it to the needs then prevailing.
(ii) Employee protection: analysis of occupational accidents (GRI 403-9)
Spain
At the Group's workplaces in Spain, occupational accident prevention is managed in accordance with the applicable legislation (Occupational Risk Prevention Law 31/1995, of 8 November). New hires receive training in occupational health and safety.
The risk prevention system implemented at the workplaces in Spain is managed by the External Prevention Service, which is awarded, by means of an agreement, to a duly accredited company outside the Group. The services engaged include the following:
The workplaces in Spain have health and safety committees, which, featuring joint representation of management and employees, are responsible for regular oversight of the Company's risk prevention activity.
The committees are made up of an equal number of risk prevention delegates, on the one hand, and the employer and/or the employer's representatives, on the other. They meet at the request of any of their members, and set their own operating rules.
The composition of the health and safety committees in Spain is as follows:
| Alcolea Workplace |
Rivas Workplace |
|
|---|---|---|
| PREVENTION DELEGATES | 3 | 3 |
| COMPANY REPRESENTATIVES | 3 | 3 |
In 2020, 2,394 hours of occupational health and safety training were provided at the Group's head office in Spain (2019: 892 hours).
The accident rate at the Group's workplaces in Spain remained stable with respect to the previous year, as did the number of accidents, which totalled three for the year as a whole, thus equalling the figures obtained in 2019.
| Men | Women | |
|---|---|---|
| Number of accidents | 2 | 1 |
| Frequency rate (1) | 6.22 | 4.20 |
| Severity rate (2) | 0.03 | 0.04 |
| Occupational diseases | 0 | 0 |
| Number of fatalities | 0 | 0 |
| Men | Women | |
|---|---|---|
| Number of accidents | 1 | 2 |
| Frequency rate (1) | 3.15 | 8.84 |
| Severity rate (2) | 0.01 | 0.09 |
| Occupational diseases | 0 | 0 |
| Number of fatalities | 0 | 0 |
(1) Frequency rate = (no. of work-related accidents resulting in sick leave / (no. of employees × hours worked in the period)) × 1,000,000
(2) Severity rate = (days lost due to work-related accidents in the period / (no. of employees × hours worked in the period)) × 1,000
At the Group's head office in Italy, the requirements of the Italian law on occupational health and safety (Legislative Decree 81/2008) are complied with. An organisation, management and control model has been implemented in accordance with Legislative Decree 231/2001. There is a company-appointed supervisory body, which conducts systematic audits of the implementation of the measures required to protect employees' health and safety. The most recent audit, on 22 September 2020, confirmed that the legal requirements had been implemented correctly. The supervisory body also carries out quarterly reviews.
The competencies and powers of the Prevention and Protection Service, which meets annually, include participating in the drafting, implementation and assessment of the company's risk prevention plans and programmes, promoting initiatives concerning effective risk prevention methods and procedures, and proposing improvements to conditions or the correction of existing deficiencies.
The composition of the Prevention and Protection Service of the Health and Safety Committee in Italy is as follows:
| COMPANY REPRESENTATIVE | 1 |
|---|---|
| COMPANY DOCTOR | 1 |
| HEAD OF THE EMERGENCY PREVENTION, PROTECTION AND COORDINATION SERVICE |
1 |
| SAFETY DELEGATE (EMPLOYEE REPRESENTATIVE) | 1 |
In Italy, 37 hours of occupational health and safety training were given in 2020. In addition, safety training was provided to all new hires (an average of ten hours per employee)..
Very few accidents were recorded in the 2019-2020 period, since only one incident was reported in each year.
| Men | Women | |
|---|---|---|
| Number of accidents | 1 | 0 |
| Frequency rate (1) | 3.75 | 0 |
| Severity rate (2) | 0.12 | 0 |
| Occupational diseases | 0 | 0 |
| Number of fatalities | 0 | 0 |
| 2019: | ||
| Men | Women | |
| Number of accidents | 1 | 0 |
| Frequency rate (1) | 3.59 | 0 |
| Severity rate (2) | 0.06 | 0 |
| Occupational diseases | 0 | 0 |
| Number of fatalities | 0 | 0 |
(1) Frequency rate = (no. of work-related accidents resulting in sick leave / (no. of employees × hours worked in the period)) × 1,000,000
(2) Severity rate = (days lost due to work-related accidents in the period / (no. of employees × hours worked in the period)) × 1,000
In India, the Constitution lays down the directive principles for workplace health and safety laws and establishes the State's role in the implementation of policies to promote health and safety at the workplace. What this means is that in India there is no basic occupational health and safety law equivalent to the Spanish Occupational Risk Prevention Law.
Under the Indian Constitution, the government must take measures to ensure and foster worker health and skills training, including specifically:
The government of India, through its Ministry of Labour and Employment, has established a National Policy on Safety, Health and Environment at the Work Place, which contemplates the adoption of national health and safety regulations and the allocation of the necessary resources to government agencies to enable them to control and regulate application of those regulations.
There were no workplace accidents at the Group in India in 2019 or 2020.
In 2020 employee health and safety protection continued to be a priority concern at the US workplaces, which complied scrupulously with the applicable relevant legislation.
The health and safety policy for the US facilities is contained in the Basic Employment Policies Manual that forms part of the Employee Handbook.
There were no workplace accidents at the Group in the US in 2019 or 2020.
(iii) Impact of covid-19 and of other common diseases on the workforce (GRI 403-10)
In 2020 Deoleo was faced with a significant challenge in light of the need to keep up the level of its business activity amidst a scenario characterised by public health-related restrictions, which led it to swiftly implement a series of measures to respond to the increased risk for the physical and mental health of the workforce.
As a result, employee health and safety protection strategies were a priority for Deoleo in the years under analysis.
The Group focused its work simultaneously on two areas: (1) ensuring safety at the workplaces in Spain and Italy where employees are physically present, whether on a permanent basis or only partially in the cases where remote working has been introduced, and (2) caring for the physical and mental health of all its workers.
These workplaces have been fitted out following the relevant protocols and advice from safety experts, making them safe spaces for our people to work. Mention should be made in this regard of the roll-out of protocols prepared in conjunction with Quironsalud to ensure that our personnel can carry out their professional duties in the most hygienic conditions possible.
The workforce has been furnished with the necessary personal protection equipment (PPE) to enable them to discharge their functions correctly, and has received information and training on covid-19 and its propagation, on the additional risks both within and outside the work environment, and on how to prepare themselves emotionally for the circumstances of postpandemic normality.
Protocols have also been introduced to manage the testing of persons showing any symptoms compatible with the disease and/or who have been in close contact outside work with people who have tested positive, enabling, in all these cases, the early detection of possible positive cases and the tracking of their contacts within the Company, with Deoleo thus taking action ahead of the health authorities of the autonomous communities in which it is present.
Also wishing to help its workforce from an emotional viewpoint, Deoleo has set up dedicated services in Spain and India to provide psychological care to all workers.
As a result of all these measures we were able to obtain SGS certification for our Covid-19 Infection Prevention and Control Protocol in Spain and Italy.
Throughout the pandemic, we have maintained ongoing communication and dialogue with the Health and Safety Committees in Spain and the Prevention and Protection Service of the Health and Safety Committee in Italy, with which we have coordinated our efforts to meet the demands of the situation.
c. Workforce communication and trade union workforce protection (GRI 102-43, GRI 102-41 and GRI 403-4)
The management team at Deoleo has always been aware of the importance of social dialogue with its employees, and has established the related information and consultation procedures. Information is made available to employees through various channels, such as e-mail, noticeboards, video screens displaying information concerning the Group and the corporate intranet, on which Deoleo publishes internal news articles, new hire announcements, advertising campaigns, events, and news items featured in magazines and on television programmes.
In 2020 the percentage of the workforce covered by collective bargaining agreements in Spain and Italy, the countries in which such an agreement
2020:
2019:
| SPAIN | 69% |
|---|---|
| ITALY | 96% |
| SPAIN | 67% |
| ITALY | 94% |
Social dialogue at the Company is channelled through works councils. The main instrument for dialogue is the bargaining committees, made up of Company and workers' representatives as well as advisers to both parties. There are also frequent meetings between the Company and workers' representatives, in addition to personal and direct contact with employees.
The workers' representatives can call assemblies to keep employees up to date on any collective bargaining or other important agreements being negotiated.
At Deoleo there are three works councils (two at the workplaces in Spain and one in Italy). Social dialogue is not articulated through works committees or similar bodies in India or the US.
Spain
The last elections to the works councils in Spain were held in 2017 and 2019. The trade unions represented on the councils are Comisiones Obreras (CCOO), UGT, CSIF and CTA.
| TRADE UNIONS | ||||
|---|---|---|---|---|
| CCOO | UGT | CSIF | CTA | |
| NO. OF REPRESENTATIVES | 10 | 4 | 1 | 1 |
In Spain, two workplace collective bargaining agreements are applied. These agreements were negotiated in 2018 and are valid for four years.
The last elections to the works councils in Italy were in 2019. The workers' representatives belong to the FLAI CGIL and CISL trade unions.
| TRADE UNIONS | |
|---|---|
| FLAI CGIL and CISL | |
| NO. OF REPRESENTATIVES | 4 |
The collective bargaining agreement in Italy is the national agreement for the olive oil industry and is valid for four years.
In the US, social dialogue takes the form of direct meetings with employees and direct internal communications. Employees are free to discuss any issue relating to their working conditions directly with their supervisors or with workplace management.
The Basic Employment Policies Manual and the Employee Handbook in the US address matters relating to employment, equal opportunities, elimination of mobbing and sexual harassment, prevention of violence in the workplace, employee protection, time controls, permits, health and safety and employee conduct.
In India, social dialogue takes the form of direct meetings with employees and direct internal communications. Employees are free to openly discuss any issue relating to their working conditions directly with their supervisors or workplace management.
The Workplace Policies set forth the work arrangements, sexual harassment policies, and the travel and permit policy.
d. Commitment to training and access of all persons enriching the Group (GRI 103-2, GRI 404-2, GRI 404-1 and GRI 103-2)
As mentioned earlier in this report, in 2020 Deoleo focused its attention primarily on its people, placing particular emphasis on employee attraction and development, and in the last quarter it launched its appraisal process with a view to building a culture based on evaluation and feedback and on the continuous updating of employees' know-how and skills so they can contribute to the Company's growth.
In the talent attraction area, we launched a new applicant tracking system (ATS), which enables us to electronically manage our recruitment and hiring needs, from the receipt of candidates' curriculums to their hiring process, thus enhancing the candidates' experience and strengthening our employer branding.
The pandemic has given rise to far-reaching changes in the internal management of training. Technology made it possible for us to maintain substantially the same number of training actions as in 2019, although there was a turnaround in the manner in which training was provided. In 2019 only 25% of training was conducted online, whereas in 2020 this percentage rose to 90%.
All language training, most of which had previously taken the form of face-to-face classes, changed over to an online format in March 2020.
We have developed webinar formats which the Company can use to hold a given training event or workshop in all the countries. Particularly noteworthy in this regard is the webinar that Deoleo conducted globally on how to adapt to the new normality, which took place during the easing of lockdown in most countries.
This format was also used for the training programme on Franklin Covey's seven habits of highly effective people, which in previous years was provided in face-to-face classes, and we commenced a programme based on David Allen's Getting Things Done (GTD) methodology to train employees in personal productivity within the supply chain area, which was also carried out in webinar format.
In 2020 Deoleo also launched a specific programme for its marketing teams worldwide. This programme, called "Mini MBA Marketing" and conducted in its entirety online, provides participants with an update on, and in-depth knowledge of, the basic concepts of marketing today.
The People area carried out a specific training programme, for global use and also in webinar format, with the aim of exploring in depth the challenges that will face this area in the postcovid era.
Also worthy of highlighting, on a technical level, is the virtual training received by the Company's pool of auditors in order to obtain certification as Food Safety Management System Auditors under ISO 22000:2018 (IRCA Accredited); the purpose of this certification is to provide added value for consumers and bolster the trust they place in us.
Training actions in the technology area focused on the acquisition of knowledge about the main virtual (cloud) storage tools in the market (AZURE, AWS, Office 365), and on further expanding our knowledge of business intelligence tools.
Virtual learning platforms were introduced for Occupational Risk Prevention (ORP) content, such as adaptation to remote working environments and information- and prevention-related aspects of the covid-19 pandemic. However, these platforms were used above all for skills development purposes. A virtual space was created, for the entire salesforce worldwide, which introduces game-design elements in order to perfect skills such as negotiation and conflict resolution, and time and team management.
In addition, the Appraisal process was accompanied by a virtual training itinerary that centred on coaching employees in evaluation and feedback techniques.
Lastly, it should be noted that throughout 2020 seamless communication was maintained both with and among employees. Besides the Intranet, instant messaging and the Microsoft 365 collaboration tools, an internal network was launched to serve as a connectivity tool.
Furthermore, Deoleo entered into an agreement with UPA, a Spanish agricultural trade union with a deep-rooted presence in the olive-growing regions, through which it intends to share knowledge and bring Deoleo and its project closer to their source - the olive producers.
In 2020 Deoleo's training efforts covered virtually the entire workforce, continuing the trend initiated in previous years and further strengthening the Company's commitment to driving sustainable competitiveness. All this was achieved despite the difficulties that were experienced, as a result of the pandemic, in managing employees' needs and the training offering itself.
The professional category that received the largest amount of training was Deoleo's sales personnel, since their activity underwent far-reaching change in the course of the pandemic, evolving from a an activity conducted largely on a face-to-face basis to one which had to be carried out in a virtual environment. The Company sought to accompany its sales employees in this transition and drive its progress through a series of training actions.
However, the physical presence of the staff at Deoleo's plants is absolutely necessary, due to the essential nature of the plants' activity. As a result, it was not possible to carry out any more training actions due to the health and safety measures imposed, which led to the separation of shifts to avoid all contact with persons not forming part of the shifts.
| Category | Total hours 2019 | Total hours 2020 |
|---|---|---|
| Administrative staff | 5,559 | 5,294 |
| Managers | 3,260 | 2,794 |
| Sales staff | 1,098 | 2,811 |
| Senior managers | 1,003 | 1,518 |
| Skilled employees | 2,847 | 1,846 |
| Plant staff | 1,077 | 570 |
| General total | 12,844 | 14,833 |
Analysing the figures by generation, the employees who took most advantage of the training actions were those who by age can be classified as millennials. This could be related to the format of the actions, since in 2020 substantially all the training programme was conducted virtually, and this group of employees would appear to be the one most acquainted with an online training environment.
| Generation | Hours of training | Number of employees |
|---|---|---|
| Baby boomers | 2,157 | 130 |
| Generation X | 5,604 | 231 |
| Generation Y | 6,682 | 229 |
| Generation Z | 390 | 40 |
| General total | 14,833 |
From the viewpoint of gender and of Deoleo's commitment to promoting the employability and development of female talent, the figures at 2020 year-end show that women had received 45% of the training actions, while they represented 38% of the workforce.
In addition, Deoleo participated in the PROGRESA project, an initiative that fosters the professional promotion of women to positions of greater responsibility through the training of women in the skills required to lead projects and teams successfully.
| Gender | Hours of training | Number of employees |
|---|---|---|
| Women | 6706 | 235 |
| Men | 8127 | 395 |
| General total | 14833 | 630 |
In 2020 the Company expanded its training offering, primarily of a virtual nature, to all its locations, as can be observed in the chart below illustrating the hours of training.

a. Our 2019-2020 snapshot (GRI 102-7)
Deoleo began to set the scene for its 2019-2020 snapshot when in April 2018 it approved its Corporate Social Responsibility Policy, the objectives of which are as follows:
The Group has ensured that the Corporate Social Responsibility Policy is applicable to, and must be complied with by, all the companies and territories in which it operates, and, furthermore, the policy is binding on all Deoleo personnel, irrespective of their position or function.
The organisation as a whole is responsible for compliance with, and development of, our Corporate Social Responsibility Policy.
Our sustainability and community-relationship strategy is necessarily founded on careful identification of the main risks and significant issues affecting our business model.
In 2020 we completed the process for reporting to EcoVadis, the leading global ESG/CSR rating agency.
EcoVadis defines the scope of social responsibility for companies, which encompasses the following areas:
The EcoVadis assessment takes into account aspects such as the company's documentation and inputs from third parties, such as seals of approval and certificates, as well as using an artificial intelligence tool that monitors news and databases.
Following its assessment, Deoleo was awarded the Gold Medal. It received satisfactory marks in the areas of Environment and Labour and Human Rights, followed by Ethics and Sustainable Procurement. This result places Deoleo in the top 5% of companies assessed by EcoVadis worldwide.

To achieve a sustainable, responsible performance it is essential that suppliers display the same level of engagement as the Company itself. Group management is firmly convinced that the commitment to sustainability has to be shared by the entire supply chain.
This goal has prompted the Group to place sustainability, ethics and human rights at the very heart of its business model.
All of Deoleo's suppliers must undergo an accreditation process, since it has undertaken to ensure that 100% of its purchases are sourced from accredited suppliers. Based on the figures for 2020 year-end, the Company currently has 343 raw material (olive oil) suppliers, 24 copackers and 42 packing suppliers.
(ii) Deoleo favours dealing with suppliers and subcontractors capable of meeting the demands of the circumstances (GRI 102-9 and GRI 103-3)
Deoleo would not be able to fulfil its commitment to offer consumers a product of the highest quality if it could not rely on the cooperation of a team of partners who share Deoleo's principles of excellence, as well as its business vision, and with whom it can build long-term relationships based on trust.
Deoleo has established, as a basic rule of conduct, the respect for human and labour rights and for the environment, when developing alliances with farmers, associations and cooperatives in Spain, Greece, Italy and Portugal. The six pillars upon which the Group's relationship with suppliers is based are as follows:
Supplier management lifecycle
Once a potential supplier has been selected, the procurement team requests the quality area to initiate the supplier accreditation process. The first step in this process is for the supplier to approve Deoleo's general requirements, complete the requested questionnaires and provide all the related supporting documentation.
Since 2017 Deoleo has included environmental criteria in the process, in the form of a questionnaire to ascertain whether suppliers comply properly with environmental legislation, have an environmental management system in place and manage their effluents and waste in an adequate manner. The second step is to audit the selected supplier. The scope of this audit depends on the responses obtained in the documentation furnished by the supplier.
The service providers that work with the Group must follow all the policies and procedures that have been implemented internally. Furthermore, subcontractors must fulfil the requirements established by the Prevention and Safety area.
Once a supplier has been accredited, supplier performance assessment becomes a continuous process which provides us with the confidence that suppliers are complying with Deoleo's requirements.
In 2020 Deoleo approved a series of protocols, endorsed by Quironsalud, that certify that the Company meets the highest standards of hygiene in the context of the pandemic. These protocols ensure that the safety and hygiene measures applied in the bottling and marketing process are observed at all components of the supply chain until the product reaches the end consumer.
(ii) Grievance mechanisms, complaints received and their resolution (GRI 102-17 and GRI 103-2)
Deoleo uses a grievance management system to measure the degree of satisfaction of consumers and customers. Each negative input received from outside the Company, whether it be substantiated or not, is considered to constitute a possible improvement to Deoleo's processes.
In response to the strategy led by the Company's new chief executive officer, which places the customer at the heart of everything that it does, in 2019 Deoleo introduced a tool that has enabled it to collate and digitally manage all the grievances and suggestions of consumers and customers in all the countries in which sales are recorded. Once the information is received, an analysis is performed in order to discover the cause and be able to implement corrective measures. After all the information on the investigation of a grievance has been entered into the tool, the result of the grievance is communicated to the party concerned.
Grievances are assessed by the Central area and monitored on a monthly basis.
In 2020 the rate of complaints received per litre sold decreased by 7.2%, despite the increase in the number of total complaints as a result of the increase in the number of litres sold. In 2020 the total number of grievances increased by 14% with respect to 2019. Similarly, consumer claims increased by 26%.
a. Contributions and donations to the communities in which the Group has a presence (GRI 103-2)
Deoleo supports the communities in which it has a presence directly, not only through the creation of economic and job opportunities, but also through direct contributions and donations to those communities, in the form of both Deoleo products and direct support to social welfare entities with donations.
In terms of product donations, in 2020 the Company delivered in Spain, India, Italy, Germany, France and the USA more than 183,000 litres of olive oil to foundations and food banks, among other organisations. These donations included most notably the 164,000 litres delivered in Spain to the Madrid and Córdoba food banks, a significant donation to allow the most vulnerable people in both regions to have access to this important component of the Mediterranean diet. In Italy, 20,253 litres were also donated to the Florence food bank and the Italian Red Cross in 2020. Other donations were made to organisations such as the Frankfurter Tafel (Frankfurt food bank).
Deoleo's vision is to lead olive oil to a sustainable future, making it possible for all stakeholders to commit to the olive oil valorisation process, from the field to the supermarket shelf.
Mission
Deoleo's mission is to inspire everyone involved in the olive oil world to make a difference every day.
Values
Deoleo's main stakeholders were selected by grouping the communities with which it interacts based on the responsibility that has been assumed to each of them, on their influence on achieving the Group's objectives and on the daily relationships or physical proximity and their dependence on the decisions of the Group.
The "Olive Oil from Sustainable Production" seal is based on the implementation by cooperatives, oil mills and farmers of the Sustainability Protocol, which includes the fundamental pillars of the management and integration of sustainability in an organisation: social, economic, environmental and, last but not least, quality.

a. Deoleo's Sustainability Protocol
Deoleo Sustainability Protocol is deployed through eight lines of work with which it intends to contribute to the achievement of the United Nations Sustainable Development Goals (SDGs).

With all this, Deoleo obtains a greater value added product that which respects the environment and native olive tree varieties, thus helping to retain the population in rural areas.
Deoleo's Sustainability Protocol is already implemented through agreements with farmers in Spain, Italy and Portugal that together account for more than 230,000 hectares of olive groves through 52 cooperatives and oil mills on which more than 30,000 families depend. These agreements include:
• In Spain: the Viñaoliva cooperative, the Almaviva Group, the Jaencoop Group, Molino del Genil, S.L., Aceites Sierra de Yeguas and Puricon SCA. In addition, Deoleo has entered into an agreement with the Small Farmers' Association (UPA), which groups together more than 80,000 crop and livestock farmers in Spain with a view to enhancing quality and traceability in the olive oil industry.
• In Italy: the Produttori Olivicoli Bitonto, Frantoio Oleario Domenico De Palma, Frantoio Oleario Miracolo Domenico, Frantoio Oleario Fratelli Macchia and Eurocoop Società Cooperativa Agricola a.r.l. oil mills.
One of the fundamental objectives of Deoleo is to ensure that all the people who work at the Group, as well as all those involved in any part of our business process, always honour the commitment to respect the environment in the performance of their work.
With this objective in mind, the Group has developed a commitment to the environment, taking into account the environmental impact of the activity at its plants, of its packaging and of the distribution of its products; but also by extending good practices to suppliers through the Sustainability Protocol and to the entire value chain with awareness-raising actions.
Some of the main actions carried out in recent years have been:
• Action plan at the plants in Alcolea and Tavarnelle to reduce the environmental impact by reducing energy consumption, the volume of waste water and the generation of waste that will end up in landfills. These actions made it possible to maintain the certification under the ISO 14001 standard for both production plants.
Innovation in packaging to improve its impact.
• Involvement of employees, suppliers and customers through awareness campaigns and volunteering projects.
(ii) The environmental risks facing us: analysis, approach and results (GRI 102-15, GRI 102-11 and GRI 102-30)
Deoleo has determined the internal and external situations that are relevant for our purposes and that affect the ability to achieve the expected results of our Environmental Management System. To this end, a SWOT analysis of the organisation was performed. The main risks identified in the environmental field are as follows:
To guarantee the response to these risks, Deoleo applies the principle of precaution that establishes that the environmental impact assessment criteria will be applied whenever possible in advance to new projects or modifications of facilities. In addition, it has a high insurance policy that allows it to restore any damage to the environment that could be caused despite the precautionary measures taken.
(iii) Our impact on the environment must create value (GRI 102-15, GRI 102-11, GRI 102-30, GRI 102-29 and GRI 102-11)
At Deoleo we are aware of the nature of the direct and indirect impacts of our activities and products on the environment and, therefore, we undertake to work to ensure the sustainability of the business and products, respecting and preserving the environment in which we carry on our activities.
As indicated above, at Deoleo we aim to gradually and constantly reduce GHG emissions in the short, medium and long term. To achieve this, we have taken various measures:
• Calculation of the environmental footprint of Extra Virgin Olive Oil bottled in PET or glass containers in order to inform consumers of the sustainable use that is being made of the resource and of the role of olive groves in the fight against climate change.
• Reduction in energy consumption by encouraging the use of renewable energy and adapting the packaging plants.
• Changes in production models that promote enhanced efficiency of the production processes during the packaging process and investing in energy-efficient and low-carbon technologies.
(ii) Focus on circular economy: lengthening the lives of our materials in order to lengthen the life of the environment (GRI 103-2, GRI 301-1 and GRI 301-2)
Waste management plays a fundamental role in the circular economy, since it determines the implementation of the waste hierarchy that establishes priorities when managing the waste generated, from the most favourable option (prevention) to the least favourable (disposal).
It should be noted in this connection that although the volume of non-hazardous waste was higher in 2020 than in 2019, this was due to the year-on-year increase in oil production (volume in litres), thus justifying this slight increase. The work carried out to improve waste separation, raise awareness among personnel and find new forms of waste recovery at the production plants were key to this improvement.
In addition, in recent years Deoleo has developed two lines of action to reduce the amount of waste generated:
• Elimination of food waste. At Deoleo we do not produce food waste. Any products that have been rejected in the production line are recovered so that the entire volume of oil can be reused.
• Improved management of non-conforming product of the packaging lines.
Innovation and eco-design in packaging
Deoleo seeks to minimise the environmental impact of products, even after they have reached consumers. The packaging plays a leading role, with the clear objective of reducing waste generation and promoting the circular economy through the reduction of the weight of packaging per product volume, the growing use of recycled material and the use of bottles that are 100% recyclable.
This optimisation of packaging is in line with the requirements arising from the irrevocable need to maintain food packaging quality and safety.
In order to comply more fully with the Spanish Packaging and Packaging Waste Law, we adhered to the 2018-2020 Corporate Prevention Plan of Ecoembes, the main packaging waste manager in Spain. (ECOEMBES certificate of emission reduction).
• Glass bottles: Our bottles are for single use, so once the product has been consumed they will be recycled. Glass can be recycled countless times. Our dark glass bottles are made of approximately 60% recycled glass.
• Plastic bottles: All our PET bottles are 100% recyclable and, in addition, we have reduced the weight of some of our containers, eliminating around 11,000 kilos of plastic from the market.
• Cans: Cans can be recycled 100% indefinitely, i.e., their raw materials can be reused as many times as the cans are discarded to produce new cans or to serve other industries such as the construction, automotive, domestic appliance, electronics, decoration, etc. industries. Our cans are made of 20-30% recycled materials.
In fact, on 8 April 2020 ECOEMBES certified that Deoleo has contributed to environmental protection by saving 1,721 t of CO2 equivalent in 2019 thanks to the recycling of its packaging. As ECOEMBES points out, this certificate testifies to the Company's particular contribution to the GHG emission savings that the Ecoembes Integrated Management System has achieved in a specified year.
Commitment to the product life cycle
We improve communication with consumers with respect to the principle of NOT discarding oil in a non-environmentally friendly manner. To this end, most of our product labels include the collection and recycling symbol to assist consumers in recycling.
Awareness and training actions for employees
In recent years, several campaigns have been carried out among employees such as:
• Collecting used oil to avoid water pollution.
• 3 Rs (Recycle, Reduce and Reuse) action plan. Reusable water bottles were provided to employees to avoid plastic waste from empty bottles. The recycling measures at the Rivas and Alcolea (Spain) offices have given rise to a 36% reduction in the plastic bags used.
• Individual office bins have been eliminated. This eliminates the use of plastic bags and improves the segregation and recycling of waste.
Sustainable water management and the monitoring of water consumption are key objectives for ensuring the protection of the environment and are fundamental elements in the management of farms or industrial facilities.
Deoleo strives to reduce its consumption in Spain through the measures implemented in recent times and its objective is to continue reducing consumption and improving the quality of final discharges by optimising processes and reuse, without affecting product quality and safety. At Deoleo we adopt preventive and corrective strategies for water management:
• Preventive strategy. Reduction of consumption, volume and pollutant load, in both the field and the oil mills.
• Corrective strategy. Preservation of water quality by transforming into sustainable those operations that generate pollution of water resources via purification processes and fat decantation, complying with current legislative requirements.
At the Alcolea plant we collect groundwater and receive water from the municipal mains network. In Tavarnelle, water is supplied by the municipal mains network. We work so that neighbouring populations are not affected by the consumption of water at our facilities.
(ii) More efficiency means less consumption (GRI 103-2, GRI 301-1, GRI 301-2)
Deoleo's objective is to reduce the use of resources and the generation of waste by optimising processes and reusing them, without affecting product quality and safety, as well as to improve the quality of the final discharges.
| ALCOLEA+TAV | ALCOLEA+TAV | DIFFERENCE | |
|---|---|---|---|
| Energy consumption kWh | 2019 | 2020 | % |
| Natural gas MWh I | 4,607 | 4,031 | -12.5 |
| Electricity MWh | 11,730 | 12,919 | 10.1 |
| Water consumption (m3) | 29,269 | 63,449 | 116.8 |
| Production of non-hazardous waste (t) | 1,864 | 2,127 | 12 |
| Discharge of purified waste water (m3) | 6,705 | 10,948 | 63.3 |
The increase in water consumption was due to:
Deoleo works in the production centres under the continuous improvement standard based on the Kaizen technique. The fundamentals of the commitment to protecting the environment and to sustainable development are specifically:
• Integration of the environmental dimension in the Company's processes and activities.
• Continuous evolution of the Environmental Management Systems by maintaining the certification under the ISO 14001 standard for all the production centres.
• Compliance with legislation in the geographical areas in which we operate and in which we undertake compliance audits being each year.
With respect to the raw materials and other supplies consumed, on the basis of Deoleo's performance, the consumption of raw materials has been calculated on the basis of the procurement of packaging, together with other articles for bottling, for the plants in both Spain and Italy in 2019 and 2020. The available data refer to supplies purchased in the reporting period, not to actual consumption.
| PURCHASES OF SUPPLIES ITALY + SPAIN | ||
|---|---|---|
| 2020 | ||
| Category | Volume (millions of Un) | |
| Packaging | 205.2 | |
| PET | 107.6 | |
| Glass bottles | 83.4 | |
| Cans | 14.3 | |
| Etiquetas | 422,1 | |
| Etiquetas | 403,9 | |
| Sleeve | 18,2 | |
| Tapón | 215,9 | |
| Tapón aluminio | 56,4 | |
| Tapón plástico | 129,8 | |
| Capuchón | 29,8 | |
| Cartón | 24,4 | |
| Otros | 0,5 | |
| TOTAL | 868,2 |
| PURCHASES OF SUPPLIES ITALY + SPAIN | ||
|---|---|---|
| 2019 | ||
| Category | Volume (millions of Un) | |
| Packaging | 171.6 | |
| PET | 84.1 | |
| Glass bottles | 69.0 | |
| Cans | 18.5 | |
| Labels | 319.4 | |
| Adhesive labels | 296.7 | |
| Sleeves | 22.7 | |
| Caps | 184.1 | |
| Aluminium caps | 64.4 | |
| Plastic caps | 96.6 | |
| Tops | 23.1 | |
| Cardboard caps | 18.4 | |
| TOTAL | 693.5 |
(iii) Deoleo is driving energy transition (GRI 102-2, GRI 302-1, GRI 302-4)
Deoleo's Environmental Policy and the Group's action plans contain goals and objectives regarding energy consumption and polluting gas emissions. We have established three lines of action:
• Reduction in scope 1 greenhouse gas emissions. Moreover, Deoleo does not generate significant NOx or SOx emissions.
e. Climate change
• We reduce greenhouse gas emissions (GRI 305-1 and GRI 305-2)
The following table shows greenhouse gas emissions in 2020:
| Emissions 2020 | tCO2eq |
|---|---|
| Scope 1 | 821 |
| Scope 2 | 3359 |
| TOTAL | 4180 |
The following table shows greenhouse gas emissions in 2019:
| Emissions 2019 | tCO2eq |
|---|---|
| Scope 1 | 941 |
| Scope 2 | 3,765 |
| TOTAL | 4,706 |
Note The emission factor used to calculate the GHG emissions was as follows: for scope 1, those established by DEFRA 2020, and for scope 2, those designated by the Ministry of Ecological Transition for 2019.
• Targets and measures established to enhance medium- and long-term emission reduction (GRI 103-2, GRI 305-1 and GRI 305-2)
At Deoleo we are committed to our aim of gradually and constantly reducing GHG emissions in the short, medium and long term. To achieve this, we have taken various measures:
Sustainable olive grove management must encompass initiatives to promote biodiversity and soil recovery. At Deoleo we are concerned about practices such as the elimination of herbaceous ground cover and the homogenisation of olive grove landscapes, resulting in the loss of more than 30% of species compared with olive groves in complex landscapes whose ground cover is managed and preserved.
Against this backdrop, the implementation of our Sustainability Protocol guarantees the adoption of measures designed to preserve biodiversity and protect endangered animal and plant species.
The soil maintenance plans introduced have ensured the long-term fertility of our land (by conserving the quantity of organic material), the reduction of the risk of erosion, structural degradation and compaction of the land, and the preservation of biodiversity and autochthonous species. In addition, the Protocol emphasizes the role played by soil as a carbon sink, thus helping to mitigate the effects of climate change.
In 2020 Deoleo continued to carry out the project it commenced in 2018 to procure a significant percentage of olive oil carrying the certified sustainable quality seal awarded by the independent entity Intertek.
Furthermore, this year saw the extension of the agreements, and the certification with the quality assurance seal, of two new cooperatives in Spain (Aceites Sierra de Yeguas and Puricon SCA) and one in Italy (Eurocoop Società Cooperativa Agricola a.r.l.).
a. We value and protect our main asset: our workers (GRI 102-2 and GRI 103-3)
Taking care of the people who work at Deoleo is one of our top priorities. Motivating teams to enjoy their tasks, commit to career progress and constant learning, as well as their growth as professionals, is a mission on which we place particular emphasis and to which we allocate economic and human resources on an ongoing basis.
Our policy
The principles around which we develop our people management policies are:
In 2019 we took a step forward by requesting the opinion of all employees globally as to: strategy, leadership, efficiency, communication and sustainable commitment. In 2020 an action plan was developed based on the areas of highest priority for the people who make up Deoleo.
In 2019 we also extended the information relating to health and safety and social relations to all countries in which we have a significant and stable presence. In addition to Spain and Italy, we offer information regarding activity in India and the USA, covering approximately 90% of the workforce. Furthermore, we report on activities in other smaller work centres. The points made in previous sections of this report can be consulted in relation to the impact of the covid-19 pandemic.
b. Commitment to scientific research and development
Deoleo works constantly to obtain a raw material of the highest quality that is at the same time safe, healthy and environmentally-friendly, while contributing to the development of the community in which it is produced. The Group is facing up to this challenge by investing in research on agricultural technology and is augmenting its actions in this area with the Sustainability Protocol and with sustainable practices in its supply chain.
Deoleo's commitment to product quality involves developing scientific standards that provide consumers with a guarantee that they are receiving the value and healthy benefits of the quality of the olive oil graduation of their choice.
Request submitted to the FDA (USA)
In 2019 Deoleo joined US Olive Growers and a citizens' initiative in calling on the US Food and Drug Administration (FDA) to adopt science-based standards for olive oil. In 2020 Deoleo continued its efforts working with both US producers and the wider industry to promote the establishment of a standard in the US market. A petition implemented by the FDA represents an opportunity to improve the quality of the entire category and will restore confidence in olive oil.
Istituto Nutrizionale Carapelli (Carapelli Instutute of Nutrition)
Nutrition has always played a fundamental role in the studies carried out by this non-profit institute. The Institute's objectives include:
Despite the significant restrictions arising from the covid-19 pandemic, the activities of Istituto Nutrizionale Carapelli-Fondazione Onlus continued according to plan in 2020.
In accordance with the three-year research plan defined by the Scientific Committee, in 2020 two important projects were carried out in the field of nutrition and the functional performance of olive oil for human well-being.
January 2020 - EVOO Research's Got Talent training congress, Bari, Italy.
Istituto Nutrizionale Carapelli participated as a sponsor in the first international training congress on extra virgin olive oil held in Bari. The congress, which aimed to create a multidisciplinary international network, was dedicated to young researchers who are experts in olive oil with knowledge in different specific fields: arboriculture, food technology, food chemistry, traceability, marketing, health, by-products, packaging, shelf life, legislation, plant protection, sensory analysis, circular economy, traceability, nutrigenomics and olive growing. Istituto Nutrizionale Carapelli participated by awarding six scholarships worth EUR 550 each to the winners selected from the 24 best profiles under 35 years of age, as an incentive to persevere in the complex career that will lead them to become the future generation of scientists capable of developing useful innovations to meet the challenges of the global olive oil sector and support the related stakeholders.
The congress, promoted by the University Poles of the University of Bari Aldo Moro with the Interdisciplinary Department of Medicine (Prof. María Lisa Clodoveo), the Department of Pharmacy-Pharmaceutical Sciences (Prof. Filomena Corbo) and the Polytechnic University of Bari, Department of Mechanics, Mathematics and Management (Prof. Riccardo Amirante), also involved projects such as Ager (Competitive, SOS, Violin) and the Food For Martians Association. The event was sponsored by the Italian Ministry of Agricultural, Food and Forestry Policies and by the government of the Apulia Region.
September 2020 - Nutrition Space - Milan.
In its eleventh edition, in 2020 Spazio Nutrizione was held virtually at the end of September 2020, confirming its status as a highly beneficial event for all operators in the health and wellness sector. Istituto Nutrizionale Carapelli, now a historical partner, participated as sponsor of the event with the creation of a digital/virtual stand through which information on the latest studies carried out in the scientific field was transmitted and which allowed direct access to the contributions moderated by the Chair of the Scientific Committee of Istituto Nutrizionale Carapelli, Prof. Michele Carruba.
The other events planned for 2020, namely the 3rd International Conference on FOOD BIOACTIVITY AND HEALTH in Parma and the MS Food Day in Florence were postponed until June and October 2021, respectively, due to the covid-19-related health emergency. Istituto Nutrizionale Carapelli has already confirmed its presence as a sponsor of the two events as well as the availability of a member of the Scientific Committee to present a conference.
c. Our commitment to protect rural communities and improve connections with urban environments
"We want to contribute to the development of the communities in which we are established. Combatting depopulation is one of our principal goals"
At Deoleo we want to be a driving force for employment in the areas where we carry on our activities, as well as to promote best practices among our suppliers. Our goal is the seek quality products while being socially sustainable at all times.
Described below are some of the initiatives that Deoleo is carrying out in the communities where it operates:
One of the Group's major concerns is the depopulation of rural areas. Deoleo ensures that the organisations adhered to our Sustainability Protocol commit to these objectives in order to achieve sustainable economic growth and create decent employment for vulnerable groups.
In addition, this Protocol obliges the members of the Group (be they cooperatives or not) to work towards achieving inclusive growth that benefits all people equally. We firmly believe that an organisation that has motivated employees and that promotes development has a better chance of maintaining constant and lasting growth over time.
(ii) Cooperation with the community
In 2019 we formalised our adherence to the Spanish Network of the UN Global Compact, an international initiative of the UN to promote business sustainability in the private sector. The Global Compact will be the catalyst for the efforts of companies and organisations to achieve the Sustainable Development Goals (SDGs).
(iii) Deoleo has a large, diverse team (GRI 102-7 and GRI 405-1 B)
Deoleo ended 2020 with a workforce of 665 professionals in 12 different countries. In addition, 37% of the workforce are women and the percentage of permanent employees is 91% worldwide.
With the emergence of hybrid environments, where part of the organisation works remotely, the Group's commitment to diversity is more evident than ever, ensuring equality, favouring a collaborative culture and the implementation of our protocols that prevent any discrimination or harassment.
| Employees | ||||
|---|---|---|---|---|
| Business/Country | 31/12/2019 | 31/12/2020 | ||
| Germany | 16 | 17 | ||
| Belgium | 1 | 1 | ||
| Canada | 9 | 8 | ||
| Colombia | 2 | 2 | ||
| Spain | 295 | 331 | ||
| France | 9 | 13 | ||
| Netherlands | 4 | 5 | ||
| India | 79 | 83 | ||
| Italy | 140 | 149 | ||
| Kuala Lumpur | 2 | 3 | ||
| México | 16 | 16 | ||
| U.S.A. | 33 | 37 | ||
| General total | 606 | 665 |
(iv) We create quality employment (GRI 102-8 and GRI 102-8)
The types of contracts used at Deoleo are permanent, temporary and students who collaborate as interns (who by law have to be registered with the social security system).
| PROFESSIONAL CATEGORY |
<35 35 - 50 |
>50 | |||||
|---|---|---|---|---|---|---|---|
| Women | Men | Women | Men | Women | Men | TOTAL | |
| Senior managers | 8 | 15 | 11 | 18 | 52 | ||
| Permanent | 8 | 15 | 11 | 18 | 52 | ||
| Admin. managers | 7 | 5 | 23 | 22 | 8 | 18 | 83 |
| Permanent | 7 | 5 | 23 | 22 | 8 | 18 | 83 |
| Skilled employees |
8 | 9 | 12 | 22 | 4 | 17 | 72 |
| Permanent | 7 | 7 | 12 | 22 | 4 | 17 | 69 |
| Temporary | 1 | 2 | 0 | 0 | 3 | ||
| Sales staff | 15 | 39 | 10 | 56 | 3 | 22 | 145 |
| Permanent | 14 | 39 | 10 | 56 | 3 | 22 | 144 |
| Temporary | 1 | 0 | 1 | ||||
| Clerical staff | 44 | 29 | 51 | 18 | 34 | 17 | 193 |
| Permanent | 34 | 24 | 49 | 17 | 33 | 16 | 173 |
| Temporary | 4 | 3 | 2 | 1 | 1 | 1 | 12 |
| Interns | 6 | 2 | 0 | 0 | 8 | ||
| Plant staff | 1 | 28 | 10 | 28 | 6 | 47 | 120 |
| Permanent | 1 | 10 | 6 | 19 | 4 | 46 | 86 |
| Temporary | 18 | 4 | 9 | 2 | 1 | 34 | |
| TOTAL | 75 | 110 | 114 | 161 | 66 | 139 | 665 |
| Women | Men | TOTAL | |
|---|---|---|---|
| Permanent | 234 | 373 | 607 |
| Temporary | 15 | 35 | 50 |
| Interns | 6 | 2 | 8 |
| TOTAL | 255 | 410 | 665 |
In recent years Deoleo has maintained its firm commitment to internal mobility. This year, despite the complexity derived from the pandemic, 30.15% of job vacancies were filled through internal promotions.
(v) Analysis of employee turnover and contract terminations (GRI 401-1 B)
In 2020 42 persons left the organisation voluntarily or non-voluntarily (including nine dismissals). This gives a turnover rate of 6.46%, of which 4.15% related to voluntary turnover, calculated with respect to the average headcount for the year. Both rates dropped considerably with respect to 2019, when the total rate was 16.71%, and the voluntary rate was 9.37%. The decrease in the voluntary turnover rate highlights the high level of commitment of the workforce, which had already been evidenced by the survey we conducted in 2019, which reflected a value of 72%.
| Professional | <35 | >35<50 | >50 | General | |||
|---|---|---|---|---|---|---|---|
| category | Men | Women | Men | Women | Men | Women | total |
| Senior managers |
1 | 1 | |||||
| Admin. | 1 | 1 | |||||
| managers Skilled |
1 | 1 | |||||
| employees Sales staff |
2 | 2 | |||||
| Clerical staff | 1 | 1 | 1 | 3 | |||
| Plant staff | 1 | 1 | |||||
| Total by age bracket |
0 | 0 | 6 | 1 | 1 | 1 | 9 |
Breakdown of dismissals by gender
Gender M W
Total 7 2
(vi) Group remuneration policy (GRI 102-35 and GRI 405-2)
True to our hiring principles that defend equal opportunities, non-discrimination and respect for diversity and personality, at Deoleo we make sure that the entry salary for any of the employees, regardless of position or professional category, is above the national minimum wage or the minimum established by the applicable collective agreement.
In addition, Deoleo ensures that in the countries in which the salaries for each category are defined by the applicable collective agreement (Spain, Italy and Belgium) the base remuneration of equal positions within the same job category is similar and that any possible differences are due exclusively to differences in seniority or performance.
In Spain, the minimum entry wage for all categories, as defined by the wage brackets in the collective agreement, is above the national minimum wage.
Employees in the other countries where Deoleo has a presence are either sales representatives or executives and agree on their salary terms and conditions and corporate benefits on an individual basis. Deoleo ensures that their conditions are never below the national minimum wage, if any, in the country in question.
All the employees at year-end of all the Group companies were included in the average remuneration calculation and the euro was established as the currency of reference, with the local currencies translated to euros at the average exchange rates for 2020.
The calculation takes into account fixed salaries and theoretical variable remuneration agreed upon (bonuses) as well as remuneration in kind. Overtime and the gross remuneration in kind relating to the corporate vehicle were not included in the calculation. These average calculations do not include the senior executives or directors, whose average remuneration is analysed below, or interns, whose stipends are not considered to be salary and, therefore, are not comparable to the remuneration of the rest of the employees.
| MEN | WOMEN | |
|---|---|---|
| 2019 | EUR 52,186 | EUR 48,768 |
| 2020 | EUR 50,583 | EUR 49,905 |
By age bracket:
| >35 | >35<50 | >50 | |
|---|---|---|---|
| 2019 | EUR 38,105 | EUR 51,111 | EUR 62,457 |
| 2020 | EUR 36,714 | EUR 50,193 | EUR 63,352 |
By professional category:
| Senior managers |
Admin. managers |
Sales staff | Clerical staff | Skilled employees |
Plant staff | |
|---|---|---|---|---|---|---|
| 2019 | EUR 163,573 | EUR 70,600 | EUR 46,988 | EUR 38,236 | EUR 34,515 | EUR 30,590 |
| 2020 | EUR 155,929 | EUR 73,618 | EUR 48,541 | EUR 38,978 | EUR 35,523 | EUR 28,555 |
o Closing the pay gap (GRI 405-2)
At Deoleo we have managed to reduce the gender pay gap to 1.92%, well below the level per the data provided by the International Labor Organization, which placed the gap in 2018/2019 at between 16% and 22%. (Revisar) This result consolidates the trend towards eliminating the gender pay gap at Deoleo. This lower percentage is the result of the initiatives and policies put in place to ensure gender pay equality, guaranteed in all collective agreements, favouring internal mobility and making a clear commitment to the recruitment, professional development and promotion of women to areas of greater responsibility and decision making power.
| Gender | Total average wage |
|---|---|
| Men | EUR 50,883 |
| Women | EUR 49,905 |
| General total | 50,513 |
| Difference in average salary | EUR 978 |
| Gender pay gap | 1.92% |
o Analysis of director and executive remuneration (GRI 102-35 and GRI 405-2) The shareholders at the General Meeting held on 3 June 2019 approved the Remuneration Policy for directors for 2019, 2020 and 2021, which was amended by the shareholders at
the General Meeting held on 29 October 2020. This policy is available on Deoleo's website (www.deoleo.com).
The Remuneration Policy for the directors of Deoleo, S.A. establishes the following items of remuneration:
Non-executive directors are remunerated in the form of fees for attending the meetings of the Board of Directors and its committees. These fees range from EUR 1,500 to EUR 3,500.
In 2019, in light of the Company's circumstances, the Board of Directors at their meeting held on 25 March 2019 resolved to reduce the attendance fees by 50% from 1 March 2019 onwards to between EUR 750 and EUR 1,750 per meeting.
This resolution remained in force until 27 February 2020 when, taking into account the Company's results, the degree of completion of the debt restructuring and the reduction in the number of directors, it was resolved to modify the remuneration so that the amounts established in the Remuneration Policy would once again be received.
In any case, the total remuneration of the directors in their capacity as such may not exceed the maximum remuneration of EUR 41,000 per director per year and of EUR 750,000 per year for all the directors taken as a whole.
The directors of Deoleo, S.A. who receive attendance fees for attending the meetings of the governing bodies of other subsidiaries or other remuneration from those subsidiaries will not receive any fees for attending the meetings of the Board of Directors of Deoleo, S.A. or those of its committees.
Each year Deoleo publishes an Annual Directors' Remuneration Report and an Annual Corporate Governance Report, which can be found on Deoleo's website (www.deoleo.com) or on the website of the Spanish National Securities Market Commission (www.cnmv.es).
Complementary to the refinancing performed by the Group that was completed on 24 June 2020, Deoleo, S.A. and the lending banks entered into a Shareholders Agreement, to which Deoleo Holding, S.L.U. and Deoleo UK, Ltd. are also party, that came into force on that same date.
One of the points included in the Shareholders Agreement was the establishment of an extraordinary long-term remuneration scheme ("Long-Term Incentive Plan") for the members of the management team of the Deoleo Holding subgroup, including the CEO of the Deoleo Holding subgroup, in order to (i) reward their efforts in achieving the main strategic objectives of the Deoleo Holding subgroup defined in the long-term business
plan; (ii) offer them a competitive level of remuneration tied to the Deoleo Holding subgroup's strategy to retain the employees who perform the most significant functions; and (iii) thus align their interests with those of the shareholders and stakeholders of the Deoleo Holding subgroup.
The Plan came into force on 24 June 2020.
Under the Long-Term Incentive Plan, the beneficiaries will have the possibility of receiving, on an extraordinary basis, an amount of cash remuneration to be determined on the basis of the increase in the value of Deoleo Holding, S.L.U. when a potential sale is closed, and provided that the conditions established therein are met.
The directors considered that, at 31 December 2020, the staff costs to be incurred could not be determined and, accordingly, no amount corresponding to the Incentive Plan was recognised, although this situation will be reviewed at subsequent reporting dates on the basis of the evolution of the different variables with an effect on the valuation.
As regards the executives' average remuneration, the table below shows the contractually established annual fixed salary, the amount of the variable remuneration under their contracts on the assumption that all targets are met, the amount corresponding to the retention schemes in the case of the executives for whom such schemes have been established for 2019 onwards and other items of remuneration in kind.
For the analysis, the senior executives were considered, differentiating between the Management Committee and senior executives at the Group at 31 December each year.
At 31 December 2020 the executives who were members of the Management Committee consisted of four men and two women, while the senior executives consisted of two men and three women (in 2019 the Management Committee was made up of five men and one woman and the senior executives of three women and no men).
The average remuneration of the executives, the members of the Management Committee and the senior executives shown in the following table corresponds to the theoretical amounts to be received by contract and for other items of remuneration in kind by the executives at the Group on 31 December 2020. The remuneration earned in 2020 by all the executives amounted to 3,012 thousandEUR (2019: 3,108 thousand EUR).
The average remuneration of the Executive Committee and of the executives directly reporting to the CEO excludes an indemnity payment made in the year.
| 2020 | 2019 | |||
|---|---|---|---|---|
| Men | Women | Men | Women | |
| Number of members of the Management Committee |
4 | 2 | 5 | 1 |
| Average remuneration of the Management Committee |
342 | 240 | 320 | 228 |
| Number of senior executives | 2 | 3 | 0 | 3 |
| Average remuneration of senior executives |
165 | 142 | - | 138 |
Average remuneration of executives:
Average remuneration of directors:
| 2020 | 2019 | |||
|---|---|---|---|---|
| Men | Women | Men | Women | |
| Average remuneration of directors | 95 | 0 | 66 | 0 |
Note: The calculations were made on the basis of the average number of directors and senior executives and of the time they have held the position during the year.
The average remuneration of the directors in 2020 excludes the annual variable remuneration of the executive director and includes the remuneration of all the nonexecutive directors of Deoleo, S.A. and of the other Deoleo Group companies.
The average remuneration of the directors in 2019 excludes the short-term variable remuneration, the termination indemnity payments and the remuneration under a contract for project work or services in force during part of 2019 received by the executive directors.
o Work-life balance and work disconnection measures (GRI 103-2)
The work and effort that we have put into improving this area was rewarded in April 2019 with the Alares Foundation Award in the Large Company category for the work carried out to foster Working, Family and Personal Life Balance and Social Responsibility. In addition to these efforts, our work also included actions carried out in the framework of the fight against the pandemic and which are explained in previous points of the report.
In Spain, the measures aimed at promoting work-life balance and joint responsibility for both parents are included mainly in the applicable collective agreements. Noteworthy in this connection, because it contains the most extensive measures, is that which covers the employees at the Rivas Vaciamadrid offices. Thus, the men and women employed by Deoleo are entitled to:
In Spain, Italy, India and the US, the work centres where 90% of our employees work meet the legal requirements for hiring people with disabilities. In Spain, either through direct hirings or by commissioning services from special employment centres, through the declaration of exceptional circumstances and the adoption of alternative measures, to comply with the quotas relating to employees with disabilities (Royal Decree 364/2005, of 8 April).
In addition, the facilities in Italy and Spain where employees with disabilities are located are suitable for the access of these employees.
Disabled employees
| COUNTRY | Women | Men | Total |
|---|---|---|---|
| SPAIN | 1 | 2 | 3 |
| ITALY | 1 | 0 | 1 |
| TOTAL | 2 | 2 | 4 |
The expansion of the coronavirus has forced us to focus all our efforts on ensuring the safety of employees and, therefore, we have not been able to make progress towards gender equality to the extent desired. However, promoting equality in all areas of the group is a top priority for the Group and in February 2021 we approved a series of measures to recover the rate of progress that had been lost as a result of the current situation.
o Protocols to combat and monitor sexual and gender-based harassment (GRI 103-2) Deoleo has a firm policy in relation to the fight against harassment of any kind and, therefore, has formally declared that psychological, sexual, workplace gender-based, moral, political, religious, racial or disability-related harassment is not permitted, will not be tolerated, and will be addressed internally and severely punished. The Group has a specific in-house whistleblowing channel (grievance mechanism) for harassment.
The Group establishes guidelines for responsible conduct in the workplace, which encourage mutual respect between male and female employees, as well as a regulatory framework to achieve a work environment that is free from all types of harassment in accordance with the applicable legal requirements, and in particular, free from sexual or gender-based harassment.
(viii) Commitment to diversity of abilities in the workforce (103-2)
At Deoleo we are clearly and firmly committed to development and internal mobility. A clear example of this is the increase since 2018 in the number of vacancies filled through internal promotions. In 2019 this percentage was 48.8%, exceeding by 20% the 28.35% achieved in 2018. As indicated above, despite the difficult scenario arising from the pandemic, in 2020 30.16% of our vacancies were filled through internal promotions.
(ix) Surveillance and measures adopted to avoid any form of discrimination (GRI 103-2)
This policy is broadened and complemented by the principles established in the following documents:
a. Our commitment to protect and encourage the respect of human rights in all links of the production chain (GRI 103-2 and GRI 103-3)
One of the objectives of our Corporate Social Responsibility Policy is to promote the honest conduct of all the people who make up Deoleo and also those who interact with us, fostering integrity and ethical behaviour in accordance with respect for Human Rights and Freedoms contained in the Universal Declaration of Human Rights.
These are the principles by which we are governed:
In 2020 we did not receive any reports of harassment was received through the ethics channel. Also, in 2020 the Deoleo Group was not sanctioned for any matters relating to non-compliance with Human Rights issues.
(i) Human rights risk identification and monitoring (GRI 102-15 and GRI 102-30)
In addition to the protocols described above, the Group has the following mechanisms for monitoring Human Rights in its operations:
Deoleo undertakes to ensure that suppliers are selected and engaged in line with its corporate values, management style and Code of Conduct for employees, engaging only those that meet the legislation in force and respect Human Rights and labour rights.
The organisations adhered (be they cooperatives or not) to our Sustainability Protocol undertake to promote mutual aid, equality, equity and social responsibility, as well as to form a transparent labour organisation.
Contains the core principles of risk management and the periodic assessment of the risks that could occur due to the nature of the activity, the volume of transactions and the countries in which the Group operates.
(ii) Action plan to prevent, mitigate and remedy issues relating to respect and protection of human rights (GRI 103-2) and establishment of the necessary channels for reporting any human rights violations (GRI 102-17, GRI 103-2 and GRI 419-1)
It provides global and coordinated support in the Company to those employees who are victims of gender violence and encourages the collaboration of the entire workforce at all levels, with the aim of safeguarding the rights provided for therein, as well as in the achievement of a society that is free from discrimination.
This formalises the commitment to observe the equal opportunities and anti-discrimination law in force, undertaking to:
Confidential, non-anonymous channel for employees to report any infringement of the Code of Conduct or irregularity. This channel is available through the following means:
AUTOCONTROL (Asociación para la Autorregulación de la Comunicación Comercial) is a nonprofit independent advertising self-regulatory organisation (SRO) in Spain set up in 1995. It is made up of the leading advertisers, advertising agencies, media outlets and professional associations and its goal is to contribute to making advertising an especially useful tool in the economic process, while ensuring respect for advertising ethics and the rights of consumers and excluding the defence of private interests.
AUTOCONTROL forms part of EASA (European Advertising Standards Alliance) and ICAS (International Council for Ad Self-Regulation) and, in addition, has evidenced compliance with the requirements established by the Spanish Competition Law for self-regulation systems.
Deoleo is a full partner of AUTOCONTROL and maintained its status as a member during the period from 1 January to 31 December 2020, as evidenced by the list of members that we published in our 2020 annual report.
This organisation advised on and supervised ten Deoleo advertisements in 2020, resulting in nine positive assessments, one recommendation for change and no negative assessments. These assessments are part of the process called Copy Advice®, a confidential, voluntary and non-binding report on the deontological and legal compliance of non-broadcast advertising campaigns before their broadcast prepared by the AUTOCONTROL Technical Office.
(iii) Commitment to adapt Deoleo's internal regulations to international employment and human rights standards and regulations (GRI 103-2)
Our Group has an express commitment to zero tolerance of bribery and corruption and also seeks to prevent irregular payments or money laundering arising from illegal or criminal activities.
Our Corporate Social Responsibility Policy aims to promote honest behaviour by all the people who make up the Group and who interact with it, fostering integrity and ethical behaviour.
We have preventive tools that work towards, among other objectives, ensuring that our relations with governments are governed by the principles of respect for the rule of law, cooperation and transparency.
In line with the content of the section analysing the impact of the coronavirus, the Deoleo Code of Conduct contains a specific section on "Prevention of Corruption" with the following rules of conduct that are complemented by a Policy of Adherence to the Best Practices against Corruption.
This Policy establishes the mandatory guidelines for preventing situations of corruption and is prepared in accordance with the following laws and conventions:
We have a compliance verification programme within the framework of criminal risk prevention so as to mitigate the risk of corruption.
This manual contains the criteria that all Deoleo employees and professionals must follow to minimise the chances of incurring risks of corruption and bribery as part of the business corruption crime prevention model:
Deoleo has a Procurement Policy in which it undertakes to develop commercial relationships with suppliers that are governed by criteria of honesty, respect for people, social and environmental values, all of which are typical of Deoleo's overall policies and principles.
At Deoleo we consider that the involvement of suppliers is fundamental to achieve sustainable and responsible performance. We continue to incorporate sustainability, ethics and human rights into our supply chain. We want to convey to the suppliers that they too are responsible for their own supply chain. Sustainability should be a shared commitment which begins through our suppliers.
DEOLEO's suppliers are subjected to an accreditation process before they can become part of the supply chain.
Moreover, the service providers that work with Deoleo must follow all the policies and procedures that Deoleo has implemented internally. Furthermore, subcontractors must fulfil the requirements established by the Prevention and Safety area.
Contractors must also comply with the requirements of the Environmental Management Systems to the extent that their activities may have an environmental impact. For this reason, they are required to comply with the "Basic Environmental Plan".
The supplier management life cycle begins with the selection of a potential supplier. Once selected, the request to open a certification process is sent by Procurement to Quality. The supplier accreditation process begins with the request for the suppliers to approve Deoleo's general requirements, complete the requested questionnaires and provide all the documentation sought. Once a supplier has been accredited, the supplier performance assessment is a continuous process which provides Deoleo with the confidence that the suppliers are complying with Group requirements. Since 2017, as part of the assessment process, environmental criteria were included in the assessment process for supplier selection. Questions were included in the questionnaires in relation to correct compliance with environmental legislation and the existence of an environmental management system. The system implemented at the Group is to purchase solely from accredited suppliers.
As explained above, Deoleo is working to ensure that the raw materials are obtained from sustainable sources for the sustainable production model with the objective of providing the global consumer with the best olive oils obtained through the most environmentally sustainable and friendly methods.
This contains the core principles for the management and periodic assessment of the risks that could arise due to the nature of the activities, the volume of transactions and the countries in which we operate.
Deoleo has an express commitment to zero tolerance of bribery and corruption and also seeks to prevent irregular payments or money laundering arising from illegal or criminal activities.
Our Corporate Social Responsibility Policy aims to promote honest behaviour by all the people who make up the Group and who interact with it, fostering integrity and ethical behaviour.
Deoleo has preventive tools that work towards, among other objectives, ensuring that the Group's relations with governments are governed by the principles of respect for the rule of law, cooperation and transparency.
o Measures against money laundering and other criminal practices (GRI 103-2)
The Code of Conduct includes a specific "Anti-corruption" section with the following code of conduct:
| Contents of Law 11/2018 on non-financial reporting |
Standard used | Chapter of report |
Notes | |
|---|---|---|---|---|
| Business model | ||||
| Description of the undertaking's business model |
A brief description of the group's business model, including disclosures relating to its business environment, organization and structure, operating markets, objectives and strategies and the main trends and factors that may affect its future development. |
GRI 102-2. Activities, brands, products, and services GRI 102-4 Location of operations GRI 102-6 Markets served GRI 102-15 Key impacts, risks and opportunities GRI 102-7 Scale of the organization |
Chapter 1.1 |
|
| Environmental matters | ||||
| Policies | A description of the policies pursued by the undertaking, including due diligence processes implemented to identify, assess, prevent and mitigate existing and potential adverse impacts and to monitor and control them, including a description of the measures adopted. |
GRI 103-2 The management approach and its components GRI 103-3 Evaluation of the management approach |
Chapter 1 Chapter 4.2 (a) y (b.i) |
|
| Main risks | The main risks related to those matters linked to the undertaking's activities, including, where relevant and proportionate, its business relationships, products or services which are likely to cause adverse impacts in those areas, and how the undertaking manages those risks, explaining the processes used to identify and assess those risks, using broadly recognized national, EU-based or international frameworks for each issue. Reporters must include information about any impacts identified, providing a breakdown of those impacts, in particular in relation to the principal short |
GRI 102-15 Key impacts, risks and opportunities GRI 102-11 Precautionary principle or approach GRI 102-30 Effectiveness of risk management processes |
Chapter 4.2 (b.ii) y (b.iii) |
| , medium- and long-term risks. |
||||
|---|---|---|---|---|
| General | The current and foreseeable impacts of the undertaking's activities on the environment and, as appropriate, on health and safety, |
GRI 102-15 Key impacts, risks, and opportunities |
Chapter 4.2 (b.iii) |
|
| Environmental assessment and certification processes |
GRI 102-11 Precautionary principle or approach GRI 102-30 Effectiveness of risk management processes |
Chapter 3.3 (c.ii) Chapter 4.2 (d.ii) |
||
| Resources dedicated to preventing environmental risks |
GRI 102-29 Identifying and managing economic, environmental, and social impacts |
Chapter 4.2 (b.iii) |
||
| How the precautionary principle is addressed |
GRI 102-11 Precautionary principle or approach |
Chapter 4.2 (b.) |
||
| Amount of provisions recorded or guarantees extended for environmental claims |
GRI 307-1 Non-compliance with environmental laws and regulations |
Note 26 Financial Statements |
||
| Pollution | Measures to prevent, reduce or redress carbon emissions that seriously affect the environment, taking into account any type of activity specific atmospheric pollutants including noise and light pollution. |
GRI 103-2 Management approach (reduction of energy consumption and emissions) GRI 302-4 Reduction of energy consumption |
Chapter 4.2 (c.i) |
|
| GRI 305-5 Reduction of GHG emissions |
||||
| Circular economy and waste prevention and management |
Measures for the prevention, recycling, reuse and other forms of recovering and eliminating waste. Initiatives undertaken to eliminate food waste |
GRI 103-2 Management approach (effluents and waste) |
Chapter 4.2 (c.ii) y (d.ii) |
|
| GRI 301-1 Materials used by weight or volume |
||||
| GRI 301-2 Recycled input materials used |
||||
| Sustainable use of resources |
Water consumption and supply, in keeping with local limitations |
GRI 303-3 Water withdrawal | Chapter 4.2 (d.i) |
|
| GRI 303-4 Water discharge | ||||
| GRI 303-5 Water consumption |
| Consumption of raw materials and measures taken to use them more efficiently |
GRI 103-2 Management approach (environment) GRI 301-1 Materials used by weight or volume GRI 301-2 Recycled input materials used |
Chapter 4.2 (c.ii) y (d.ii) |
||
|---|---|---|---|---|
| Energy: Direct and indirect consumption; measures taken to enhance energy efficiency and use renewable sources |
GRI 102-2 Management approach (energy) GRI 302-1 Energy consumption within the organization (renewable versus non-renewable) GRI 302-4 Reduction of energy consumption |
Chapter 4.2 (d.iii) |
||
| Climate change |
Greenhouse gas emissions | GRI 305-1 Direct (Scope 1) GHG emissions GRI 305-2 Energy indirect (Scope 2) GHG emissions |
Chapter 4.2 (e.iii) |
|
| Measures adopted to adapt for the consequences of climate change. |
GRI 305-1 Direct (Scope 1) GHG emissions GRI 305-2 Energy indirect (Scope 2) GHG emissions |
Chapter 4.2 (e.iii) |
||
| Medium- and long-term GHG emission-cutting targets voluntarily adhered to and the measures implemented to that end. |
GRI 103-2 The management approach and its components |
Chapter 4.2 (e.iii) |
||
| Measures taken to preserve or restore biodiversity |
GRI 103-2 Management approach (biodiversity) |
Chapter 4.2 (e.iii) |
||
| Biodiversity protection |
Impacts caused by the undertaking's activities or operations on protected areas |
GRI 304-2 Significant impacts of activities, products, and services on biodiversity |
Chapter 4.2 (e.iii) |
- At industrial facilities: a. Neither of the two factories is located in a nature reserve or park, special protection area for birds or natural habitats, Site of Community Importance, or wetlands of international importance according to the Ramsar Convention, steppe areas, etc. b. Effluents and waste are managed in line with applicable legislation in Italy and in Spain. - In the supply chain: |
| a. Deoleo ensures that its suppliers comply with the environmental questionnaire for certification which sets down all the environmental best practices included in Deoleo's Environmental Policy - |
||||
|---|---|---|---|---|
| Social and employee matters | ||||
| Policies | A description of the policies pursued by the undertaking, including due diligence processes implemented to identify, assess, prevent and mitigate existing and potential adverse impacts and to monitor and control them, including a description of the measures adopted. |
GRI 103-2 The management approach and its components |
Chapter 1 Chapter 3.2 (a.) Chapter 4.3 (a.) |
|
| GRI 103-3 Evaluation of the management approach |
||||
| Main risks | The main risks related to those matters linked to the undertaking's activities, including, where relevant and proportionate, its business relationships, products or services which are likely to cause adverse impacts in those areas, and how the undertaking manages those risks, explaining the processes used to identify and assess those risks, using broadly recognized national, EU-based or international frameworks for each issue. Reporters must include information about any impacts identified, providing a breakdown of those impacts, in particular in relation to the principal short- , medium- and long-term risks. |
GRI 102-15 Key impacts, risks and opportunities |
||
| GRI 102-30 Effectiveness of risk management processes |
Chapter 4.3 (b.) |
|||
| Employment | Total number and breakdown of employees by gender, age, country, job category and abilities. |
GRI 102-7 Scale of the organization GRI 405-1. b) Percentage of employees per employee category in each of the following diversity categories: gender and age group |
Chapter 1.1 (b.) Chapter 3.3 (a.) Chapter 4.3 (d.iii), (d.iv) y (d.vi) |
| Total number and breakdown by contract category |
GRI 102-8 Information on employees and other workers |
Chapter 3.2 (a.i) Chapter 4.3 (d.iv) |
||
|---|---|---|---|---|
| Average headcount during the year by permanent/temporary/part time contracts by gender, age and job category |
GRI 102-8 Information on employees and other workers |
Chapter 3.2 (a.i) Chapter 4.3 (d.iv) |
||
| Number of dismissals by gender, age and job category |
GRI 401-1. b) Total number and rate of employee turnover during the reporting period, by age group, gender and region |
Chapter 4.3 (d.v) |
||
| Average salaries and trend | GRI 102-35 Remuneration policies |
|||
| broken down by gender, age, job category or equivalent metric |
GRI 405-2: Ratio of basic salary and remuneration of women to men by job category |
Chapter 4.3 (d.vi) |
||
| Gender pay gap | GRI 405-2: Ratio of basic salary and remuneration of women to men by job category |
Chapter 4.3 (d.vi) |
||
| Remuneration per equivalent job or company average. |
GRI 405-2: Ratio of basic salary and remuneration of women to men by job category |
Chapter 4.3 (d.vi) |
||
| Average remuneration for directors and executives, including bonuses, |
GRI 102-35 Remuneration policies |
Chapter 4.3 (d.vi) |
||
| attendance fees, termination benefits, long-term savings/pension benefits and any other compensation, broken down by gender |
GRI 405-2: Ratio of basic salary and remuneration of women to men by job category |
|||
| Implementation of measures in relation to the right to disconnect from work. |
GRI 103-2 Management approach (right to disconnect) |
Chapter 3.2 (a.iii) Chapter 4.3 (d.vi) |
||
| Employees with disabilities | GRI 405-1. b) Percentage of employees per employee category in each of the following diversity categories: Other indicators of diversity where relevant (such as minority or vulnerable groups) |
Chapter 4.3 (d.vi) |
| Organization of work |
Organization of working hours |
GRI 103-2 Management approach (organization of work) GRI 102-8. c) Total number of employees by employment type (full-time and part time), by gender. |
Chapter 3.2 (a.i) |
No data available for Colombia and Malaysia |
|---|---|---|---|---|
| Absenteeism (in hours) | GRI 403-2. a) Types of injury and rates of injury, occupational diseases, lost days, and absenteeism, and number of work-related fatalities |
Chapter 3.2 (a.ii) |
Reported for Spain, Italy, India and the United States. |
|
| Measures designed to facilitate work-life balance and sharing of caring responsibilities. |
GRI 103-2 Management approach |
Chapter 3.2 (a.iii) |
Reported for Spain | |
| GRI 401-3 Parental leave | Reported for Spain, Italy, India and the United States. |
|||
| Occupational health and safety |
Health and safety at work | GRI 403-1 Occupational health and safety management system |
Chapter 3.2 (b.i), (b.ii) y (b.iii) |
Reported for Spain, Italy, India and the United States. |
| Workplace injuries (frequency and severity), broken down by gender |
GRI 403-9 Work-related injuries |
|||
| Occupational diseases (frequency and severity), broken down by gender |
GRI 403-10 Work-related ill health |
|||
| Labor relations |
Organization of labor management engagement, including procedures for informing, consulting and negotiating with staff. |
GRI 102-43 Approach to stakeholder engagement (with respect to unions and collective bargaining) |
Chapter 3.2 (c.) |
Reported for Spain, Italy, India and the |
| GRI 403-1 Workers representation in formal joint management–worker health and safety committees |
Chapter 4.3 (b.i) |
United States. | ||
| Percentage of employees covered by collective bargaining agreements by country |
GRI 102-41 Collective bargaining agreements |
Chapter 3.2 (c.) |
Reported for Spain and Italy as there are no |
|
| Assessment of collective bargaining agreements, particularly with respect to occupational health and safety. |
GRI 403-1 Workers representation in formal joint management–worker health and safety committees |
Chapter 3.2 (a.i) |
collective bargaining agreements in Deoleo's other markets |
|
| GRI 403-4 Health and safety topics covered in formal |
| agreements with trade unions |
||||
|---|---|---|---|---|
| Training | Policies implemented in the area of training |
GRI 103-2 Management approach (training and education) GRI 404-2 Programs for upgrading employee skills |
Chapter 3.2 (d.) |
|
| Total amount of training hours by job category. |
GRI 404-1 Average training hours per employee |
Chapter 3.2 (d.) |
||
| Accessibility | Accessibility for persons with disabilities |
GRI 103-2 Management approach (diversity and equal opportunities and non discrimination) |
Chapter 4.3 (d.vi) |
|
| Equality | Measures taken to foster equal treatment and opportunities for men and women. |
GRI 103-2 Management approach (diversity and equal opportunities and non discrimination) |
Chapter 4.3 (d.vii) |
|
| Equality plans | GRI 103-2 Management approach (diversity and equal opportunities and non discrimination) |
Chapter 4.3 (d.vii) |
The Equality Plan has been approved in February 2021. |
|
| Measures taken to foster employment |
GRI 103-2 Management approach (employment) |
Chapter 4.4 (a.iii) |
||
| Anti-sexual/gender harassment protocols |
GRI 103-2 Management approach (diversity and equal opportunities and non discrimination) |
Chapter 4.3 (d.vii) |
||
| Integration of and accessibility for persons with disabilities |
GRI 103-2 Management approach (diversity and equal opportunities and non discrimination) |
Chapter 4.3 (d.vi) y (d.viii) |
||
| Non-discrimination and diversity management policies |
GRI 103-2 Management approach (diversity and equal opportunities and non discrimination) |
Chapter 4.3 (d.vii) y (d.ix) |
||
| Human rights matters | ||||
| Policies | A description of the policies pursued by the undertaking, including due diligence |
GRI 103-2 The management approach and its components |
Chapter 4.4 (a.) |
| processes implemented to identify, assess, prevent and mitigate existing and potential adverse impacts and to monitor and control them, including a description of the measures adopted. |
GRI 103-3 Evaluation of the management approach |
|||
|---|---|---|---|---|
| Main risks | The main risks related to those matters linked to the undertaking's activities, including, where relevant and proportionate, its business relationships, products or services which are likely to cause adverse impacts in those areas, and how the undertaking manages those risks, explaining the processes used to identify and assess those risks, using broadly recognized national, EU-based or international frameworks for each issue. Reporters must include information about any impacts identified, providing a breakdown of those impacts, in particular in relation to the principal short- , medium- and long-term risks. |
GRI 102-15 Key impacts, risks and opportunities GRI 102-30 Effectiveness of risk management processes |
Chapter 4.4 (a.i) |
|
| Human rights | Human rights due diligence procedures |
GRI 103-2 Management approach (human rights assessments) |
Chapter 4.4 (a.iii) |
|
| Processes and arrangements for preventing human rights abuses and any measures taken to mitigate, manage and repair possible abuses that have materialized |
GRI 103-2 Management approach (human rights assessments) |
Chapter 4.4 (a.i) |
||
| Claims of human rights abuses. |
GRI 102-17 Mechanisms for advice and concerns about ethics GRI 103-2 Management approach (human rights assessments) GRI 419-1 Non-compliance with laws and regulations in the social and economic area |
Chapter 4.4 (a.ii) |
| Promotion of and compliance with the provisions contained in the ILO's fundamental conventions on the freedom of association, the right to collective bargaining, the elimination of workplace discrimination and of all forms of forced or compulsory labor and the abolition of child labor. |
GRI 103-2 Management approach (non discrimination; freedom of association and collective bargaining; child labor; forced or compulsory labor; human rights) |
Chapter 4.4 (a.) |
||
|---|---|---|---|---|
| Anti-corruption and bribery matters | ||||
| A description of the policies pursued by the undertaking, including due diligence |
GRI 103-2 The management approach and its components |
|||
| Policies | processes implemented to identify, assess, prevent and mitigate existing and potential adverse impacts and to monitor and control them, including a description of the measures adopted. |
GRI 103-3 Evaluation of the management approach |
Chapter 4.4 (b.i) |
|
| The main risks related to those matters linked to the undertaking's activities, |
GRI 102-15 Key impacts, risks and opportunities |
|||
| Main risks | including, where relevant and proportionate, its business relationships, products or services which are likely to cause adverse impacts in those areas, and how the undertaking manages those risks, explaining the processes used to identify and assess those risks, using broadly recognized national, EU-based or international frameworks for each issue. Reporters must include information about any impacts identified, providing a breakdown of those impacts, in particular in relation to the principal short- , medium- and long-term risks. |
GRI 102-30 Effectiveness of risk management processes |
Chapter 4.4 (b.i) |
|
| Corruption and bribery |
Measures taken to prevent corruption and bribery |
GRI 103-2 Management approach (anti-corruption) - If the undertaking reports GRI 205-2, disclosure of that indicator serves to meet this legal requirement |
Chapter 4.4 (b.i) |
|
| Measures taken to combat money laundering |
GRI 103-2 Management approach (anti-corruption) |
Chapter 4.4 (b.ii) |
| Contributions to non-profit entities |
GRI 103-2 Management approach (anti-corruption) |
Chapter 3.1 |
|
|---|---|---|---|
| Society matters | |||
| Policies | A description of the policies pursued by the undertaking, including due diligence processes implemented to identify, assess, prevent and mitigate existing and potential adverse impacts and to monitor and control them, including a description of the measures adopted. |
GRI 103-2 The management approach and its components GRI 103-3 Evaluation of the management approach |
Chapter 4.3 |
| Main risks | The main risks related to those matters linked to the undertaking's activities, including, where relevant and proportionate, its business relationships, products or services which are likely to cause adverse impacts in those areas, and how the undertaking manages those risks, explaining the processes used to identify and assess those risks, using broadly recognized national, EU-based or international frameworks for each issue. Reporters must include information about any impacts identified, providing a breakdown of those impacts, in particular in relation to the principal short- , medium- and long-term risks. |
GRI 102-15 Key impacts, risks and opportunities GRI 102-30 Effectiveness of risk management processes |
Chapter 4.3 (b.) |
| Commitment to sustainable development |
Impact of the undertaking's activities on society in terms of employment and local development |
GRI 103-2 The management approach and its components GRI 203-1 Financial assistance received from government |
Chapter 4.3 (c.) |
| Impact of the undertaking's activities on society in terms of local communities and territories |
GRI 103-2 The management approach and its components GRI 203-1 Financial assistance received from government |
Chapter 4.3 (d.i) y (d.ii) |
|
| Engagement with local community representatives; |
GRI 102-43 Approach to stakeholder engagement |
| communication channels in place |
(with respect to community relations) |
||
|---|---|---|---|
| GRI 413-1 Operations with local community engagement, impact assessments, and development programs |
Chapter 4.3 (d.ii) |
||
| Membership of associations and sponsorships |
GRI 102-13 Membership of associations |
Chapter 4.3 (c.) |
|
| Outsourcing and suppliers |
Inclusion in the purchasing policy of social, gender equality and environmental matters |
GRI 103-2 The management approach and its components |
Chapter 3.3 (c.i) |
| Contemplation of social and environmental records in supplier and subcontractor engagement. |
GRI 102-9 Supply chain GRI 103-3 Management approach (supplier screening) |
Chapter 3.3 (c.ii) |
|
| Supervision and audit systems and their outcomes |
GRI 308-1 New suppliers that were screened using environmental criteria GRI 414-1 New suppliers that were screened using social |
Chapter 3.3 (c.iii) |
|
| criteria | |||
| Consumers | Consumer health and safety measures |
GRI 103-2 Management approach (customer health and safety) |
Chapter |
| GRI 416-1 Assessment of the health and safety impacts of product and service categories |
3.3 (d.i) | ||
| Consumer claims, complaints and grievance systems |
GRI 102-17 Mechanisms for advice and concerns about ethics (complaints received and grievance) |
Chapter 3.3 (d.ii) |
|
| GRI 103-2 Management approach (customer health and safety) |
|||
| Tax information |
Profit or loss by country. | GRI 207-4 Country-by country reporting |
Note 28 Financial Statements |
| Corporate income tax paid | GRI 207-4 Country-by country reporting |
Chapter 1.2 (a.) |
|
| Government grants received | GRI 201-4 Financial assistance received from government |
Chapter 1.2 (b.) Note 21 Financial Statements |
|---|---|---|
| ---------------------------- | --------------------------------------------------------------------------- | ----------------------------------------------------------------- |
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