Annual Report • Aug 3, 2021
Annual Report
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Annual and Sustainability Report 1 May 2020 – 30 April 2021
Systemair is a leading ventilation group with operations in more than 50 countries in Europe, North and South America, the Middle East, Asia, Africa and Australia. We develop, manufacture and market high-quality ventilation products. The Company was founded in 1974 by Chairman of the Board Gerald Engström. Its shares have been listed on the Mid Cap List of NASDAQ Stockholm since October 2007. The Company has its registered office and headquarters in Skinnskatteberg, Sweden.
| 01 | Systemair in Brief |
|---|---|
| 02 | The Year in Brief |
| 04 | CEO's Statement |
| 06 | Products and Solutions |
| 08 | Strategy and Value Creation |
| 16 | Market Review |
| 22 | Production and Logistics |
| 24 | Production Facilities |
| 26 | Investments in Production |
| 28 | Product Development and Innovation |
| 30 | Sustainability |
| 44 | The Systemair Share |
| 46 | Risk Management |
| 47 | Corporate Governance |
| 56 | Directors' Report |
| 61 | Financial Statements |
| 100 | Auditor's Report |
| 103 | Key Performance Measures and Definitions |
| 105 | About the Sustainability Report |
| 107 | GRI Index |
| 110 | Auditor's Opinion regarding the Statutory Sustainability Report |
| 111 | Annual General Meeting |
Systemair offers a wide range of energy-efficient fans, air handling units, air distribution products, air conditioning products and air curtains for all types of premises. We help our customers in combining these products into solutions that meet their needs. Our products are robust and simple to choose, install and use.
The Group's products and solutions are marketed under the Systemair, Frico, Fantech and Menerga brands.
The Group consists of 86 operating companies with more than 6,000 employees, who together work to ensure that Systemair is the leading actor in the global ventilation industry. We have 29 modern and well-invested production facilities in 20 countries. Systemair's product development organisation consists of 250 engineers and technicians with cutting-edge expertise.
To sum up the year, organic growth ended up at 2.1 percent, even though the entire financial year was affected by the Covid-19 pandemic. We can also report another year of record results and very strong cash flow.
The Covid-19 pandemic has presented exceptional challenges to people and communities around the world. Lockdowns and restrictions have created challenging market conditions. Our rapid response to reduce the spread of infection helped to protect employees and maintain business continuity.
A key task during the year was to support our customers in the best possible way. We continuously shared our knowledge and published recommendations on how to optimise ventilation systems to reduce the risk of spreading infection. Via digital tools, such as product selection software and product and system simulation tools, we made it easier for customers to select products for their projects during the pandemic.
Systemair maintained a high pace of product development and more than 200 new or updated products were launched during the year. Highlights:
Systemair has a clear ambition to provide industry-leading service and support. During the year, we took further steps in this area, recruiting a new Global Head of Service with responsibility for developing an industry-leading service offering across all product areas.
As part of the process, Systemair also acquired Servicebolaget i Sverige AB, our service partner for installation and servicing of residential units.
As an international actor in the ventilation industry, it is important for Systemair to be represented in international trade associations. We actively pursue issues, both at political level and among the general public, that are important across the industry. These include regulatory requirements regarding indoor air and the energy efficiency of our products, which create clear incentives for the industry to continue to produce innovations on an ongoing basis and invest in product development to support better performance and improve the quality of indoor air.
During the year, Mats Sándor, Senior Technical Director at Systemair, was elected President of AMCA International (the Air Movement and Control Association), a North American trade association representing some 400 companies globally.
In addition, Raúl Corredera Häner, Senior Director Manufacturing and Operations, Systemair, was elected to the role of President of Eurovent at the beginning of May 2021. Eurovent is an industry association representing more than 1,000 companies in Europe in the HVAC (Heating, Ventilation and Air Conditioning) sector.
During the year, Systemair made investments in new production facilities, machinery and equipment. This will create the conditions for more efficient and sustainable production. Local production also provides increased opportunities to take advantage of the growth opportunities in each market. During the year, work on new factories started or was completed in Canada, Russia, South Africa and the Czech Republic.
| Key Performance Measures | 2020/21 | 2019/20 | 2018/19 | 2017/18 | 2016/17 |
|---|---|---|---|---|---|
| Net sales, SEK m. | 8,519.2 | 8,914.9 | 8,326.5 | 7,301.2 | 6,863.6 |
| Growth, % | –4.4 | 7.1 | 14.0 | 6.4 | 12.3 |
| Operating profit, SEK m. | 676.7 | 625.7 | 528.1 | 349.6 | 439.0 |
| Operating margin, % | 7.9 | 7.0 | 6.3 | 4.8 | 6.4 |
| Profit margin, % | 6.6 | 6.1 | 5.5 | 4.6 | 6.0 |
| Return on capital employed, % | 13.1 | 11.6 | 11.3 | 9.1 | 12.0 |
| Earnings per share, SEK | 7.81 | 7.3 | 6.2 | 4.4 | 5.7 |
| Equity per share, SEK | 63.56 | 59.3 | 54.6 | 50.4 | 45.8 |
| Equity/assets ratio, % | 47.9 | 43.4 | 41.7 | 42.5 | 44.6 |
| Dividend per share, SEK | 3.001) | – | 2.00 | 2.00 | 2.00 |
| Number of employees at end of period | 6,380 | 6,197 | 6,016 | 5,465 | 5,222 |
1) The Board of Directors proposes a dividend of SEK 3.00 (–) per share, for approval by the Annual General Meeting to be held in Skinnskatteberg on 26 August 2021.
16/17 17/18 18/19 19/20 20/21
*The adjusted operating margin was 8.5 percent.
In an atypical year, our organisation responded well to the challenges we were confronted with. At the same time, the year has proved to us that Systemair's products, which contribute to a healthy indoor environment and lower energy consumption, have a bright future.
With Systemair's broken financial year, we felt the impact of the pandemic throughout the past financial year. As a global business with operations in 54 countries on six continents, Systemair found the past year challenging, to say the least. Covid-19 has affected countries to different extents and at different times, impacting Systemair's operations to varying degrees over time. At most, nine of our factories were shut down and 900 employees sent home due to government restrictions.
In this abnormal situation, I have had many reasons to be impressed by our employees and the strong corporate culture we have at Systemair. Outstanding leadership has been shown in all parts of the business, and I am proud of the vigour with which we have tackled the challenges and successfully maintained our ability to deliver.
The challenging market conditions in the wake of the pandemic affected our sales, which fell by 4.4 percent compared to last year. That also led to a dip in the excellent trend of organic growth that we had previously enjoyed for 40 consecutive quarters, with the exception of one single quarter. Against that background, we were pleased to see a return to organic growth in both third and fourth quarters. At the same time, the fall in sales for the full year was in part due to unfavourable currency effects from a stronger Swedish krona.
Operating profit for the year totalled SEK 676.7 million, resulting in an operating margin of 7.9 percent. I am pleased that we are improving our operating
margin despite lower sales than last year. This shows that the actions taken during the pandemic are working as intended. Work on the profitability improvement measures announced in autumn 2019 has also made a difference and is continuing at full speed to enable us to achieve our target of an operating margin of more than 10 percent.
The pandemic spread of the Covid-19 virus has further highlighted the importance of healthy and filtered indoor air – in workplaces, homes, public establishments and shops. People around the world have become conscious, on a completely different level than before, of how important good air quality is to their health. This is a positive factor for all sectors of our industry, and I can say that Systemair's products are without doubt right for the times.
To share our knowledge during the pandemic, we were early to set up a working group of experts from our various technical departments, together with outside academic expertise. Together, the experts produced recommendations and procedures as to how ventilation systems should best be operated and maintained in a pandemic situation – an initiative that was highly appreciated and gained widespread adoption in the industry.
In the EU and the USA, we are seeing – in efforts to aid recovery after the pandemic – major reform and stimulus packages being launched in the environment and infrastructure sectors, where we can benefit from investments in energyefficient ventilation and a healthy indoor environment. The EU's Green Deal,
which aims to make the EU climate neutral by 2050, has great potential to drive business in Systemair's area. In the USA, major investments in schools, hospitals and other infrastructure will require energy-efficient ventilation systems that deliver clean and healthy air. In the North American market, the effects are already evident and were a contributing factor to our strong performance in the region during the year.
In the circumstances that we faced last year, certain things were not possible. Restrictions in the various countries effectively prevented us from meeting our customers in a normal way. In that situation, we benefited greatly from the extensive investments we have made in digital platforms in recent years, in product selection software and a range of virtual tools for product and system simulation. This facilitated collaboration with our customers and enabled digital product launches. In our internal work, digital meetings successfully replaced physical meetings, although people missed being able to meet physically. We will continue to invest in digital tools because we see the benefits they provide in a more normal year as well.
We were also unable to pursue our acquisition agenda as normal, since in many cases company visits were not permitted. At the same time, capacity was freed up for identifying new, attractive targets for acquisition. However, we made minor acquisitions in Sweden in two strategically important areas – building up our IT skills and expanding our service offering.
"The pandemic spread of the Covid-19 virus has further highlighted the importance of healthy and filtered indoor air – in workplaces, homes, public establishments and shops."
Energy efficiency is a cornerstone of Systemair's sustainability work and a key focus in our product development. Our single most significant contribution to reducing carbon dioxide emissions is when customers use our high-energyrecovery ventilation products. We strive unceasingly to reduce the environmental impact of our own operations and during the year appointed a global sustainability manager to drive continued change in this important area. We are constantly making progress in the work of reducing the environmental impact of our products. For example, in the Sysaqua Blue chiller heat pump, traditional refrigerants are replaced by propane, radically reducing the carbon dioxide equivalent – the impact in terms of the greenhouse effect. Continued product development advances have also enabled us to halve the amount of refrigerant in the product.
At Systemair, in times of crisis we have often looked ahead and invested for the future. Thanks to a strong financial position, we initiated and implemented several aggressive investments during the year to expand production capacity with new factories in Canada, Russia, South Africa and the Czech Republic. Our new state-of-the-art factory in Russia is important not least because local production means we can take much better advantage of the growth potential in this market than before.
In conclusion, I am clear that developments in the market today give us reason to be positive about the future. Higher awareness of the importance of
indoor climate, tougher demands from authorities and customers for buildings to be operated energy efficiently, and action programs aimed at energy renovation of the existing building stock, are all trends that potentially could greatly benefit us in the years ahead. We are well equipped for continued profitable growth as the effects of the ongoing pandemic gradually subside.
Roland Kasper President and CEO
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6 SYSTEMAIR 2020/21
Hospitals are demanding environments in terms of requirements for purity and temperature of the air. The right ventilation system, combined with our products and solutions, creates an optimal indoor climate. The purity requirements are satisfied via hygiene-certified units and high-efficiency filters.
Effective ventilation is a safety issue both during the construction phase of tunnel projects and when tunnels are in operation. Systemair's tunnel fans ensure not only good air quality but also smoke evacuation. Our products meet all fire safety requirements and are simple to maintain.
Clean air and a pleasant temperature at the office make us feel and perform better. Systemair creates a good indoor climate and helps our customers to reduce their energy consumption. Our air handling units are, of course, Eurovent-certified. We also offer fire gas fans and exhaust fans, along with other system solutions to meet specific customer requirements.
Systemair offers complete systems for home ventilation. Our air handling units with balanced ventilation and heat recovery are ideal for homes and small offices. In our air handling units, humidity and temperature control come as standard.
Systemair helps create a healthy, comfortable and safe indoor climate in most areas where people spend time daily – at home, in offices, in factories, at hospitals, at swimming pools, in multi-storey car parks and at airports etc. We do this in the knowledge that good air quality contributes to good health and a better quality of life. We do this in an energy-efficient way to help lower energy consumption and thus reduce carbon emissions.
Demands on ventilation in swimming baths are high. The indoor climate must be comfortable for guests, while continuous dehumidification will protect the building from moisture damage over time. Our products offer reliable, fullyautomated ventilation, dehumidification and heating as required – in the most economical way.
Public buildings, such as schools need customised ventilation systems. With our extensive product range, we can create an optimal solution that contributes to a healthy indoor climate in public areas and helps to keep children feeling well at school all day.
On industrial premises, large areas need to be ventilated and heated or cooled. Our air handling units extract impure air and ensure that work areas and production processes are correctly temperature-controlled. Our solutions help to create a healthy work environment, in turn creating the conditions for better productivity.
Good ventilation is crucial to both comfort and safety on ships. This includes ventilation and air conditioning on cruise liners, cargo hold ventilation on freighters and exhaust air ventilation from engine rooms. Quality requirements are high, as conditions are challenging. Our systems meet all requirements and are marine-certified.
With ever-increasing storage capacity and more compact equipment, there is a growing need for cooling in data centres. We supply both air handling units and precision cooling, to provide energy- and cost-efficient cooling in data centres.
In multi-storey car parks, good ventilation is a safety issue. Our system of fire gas fans meets strict requirements for carbon dioxide control and the evacuation of dangerous smoke gases in the event of fire. It can also deliver a reduction of up to 80 percent in energy consumption in day-to-day operation.
SYSTEMAIR 2020/21 7
Systemair's products are designed to improve people's well-being by creating healthy indoor environments with high air quality. These products fulfil several important functions.
Effective ventilation systems play an important part in creating a healthy indoor climate. They extract impure air and replace it with fresh, clean air. This is especially important since we spend a higher proportion of our time indoors – at home, work or school. Numerous academic studies have shown that a healthy indoor climate reduces the risk of many diseases. The importance of effective ventilation has been further highlighted during the Covid-19 pandemic. According to the European
Centre for Disease Prevention and Control (ECDC), ventilation systems can play a complementary role in reducing indoor transmission, by increasing air turnover, reducing recirculation and introducing fresher air.1)
Effective ventilation systems help to increase indoor comfort. Healthy air at the right temperature improves our well-being in our daily lives.
Effective ventilation systems help us perform better, both at work and in school. The health and productivity benefits of a good indoor climate are now well established. The World Green Building Council's report on Health,
Well-being and Productivity in Offices points out, for example, that productivity improvements of 8–11 percent can be achieved with higher-quality indoor air.
In many applications, effective ventilation systems are a safety issue. For example, in road tunnels and garages, effective ventilation is needed to filter pollution from vehicles, including carbon monoxide, nitrogen oxides and soot particles. Equally important is the extraction of smoke from buildings in the event of a fire, as this improves the conditions for evacuation and firefighting.
1) ECDC 2020. Heating, ventilation and air-conditioning systems in the context of COVID-19: first update.
There is a strong focus on reducing energy consumption in society in order to help cut emissions of greenhouse gases and thus limit climate changes. This is a global trend, and in Europe various EU directives and regulations require reduced environmental impact in several respects, both in society and in specific application areas. These include the EU's Ecodesign Directive, which establishes energy performance requirements for products, and the Energy Performance of Buildings Directive. The launch of the EU's Green Deal places increased focus on this area. One of the objectives is to improve energy efficiency in the building stock, including by increasing the rate of renovation.
The trend towards stricter energy requirements favours Systemair, which invests in developing high-quality, long-life and, above all, low energy consumption products.
IoT (the Internet of Things) is now very much a reality, creating great opportunities for the ventilation industry. All modern ventilation installations incorporate electronic control and regulator systems. More and more software-based functions are being integrated into such systems, which is creating more ways for people to use their computer, tablet PC or smartphone to ensure optimal functionality and simpler preventive maintenance of their ventilation installations. As demands on the energy performance of buildings become tougher, intelligent functions will also be needed to adapt ventilation to need, and thereby reduce energy consumption. This, in turn, requires smart software, connectable products and sensor technology that measures temperature, humidity, air quality and particle content. This is now an important part of Systemair's product development work.
Systemair is also exploiting the possibilities of digitalisation to make it easier for customers. We offer several digital product selection programs to aid consultants and customers in making rapid selection of the right choice of products and solutions for their applications.
Regulatory requirements and the expectations of investors and customers for companies to contribute to greater sustainability in society are becoming increasingly demanding. This ranges all the way from reducing the burden on our eco-system to ensuring good working conditions, acting on anti-corruption and embracing social responsibility. Our main contribution comes from our products, where we strive for a better indoor climate with ever-lower energy consumption. At the same time, sustainability is an important part of everything we do. We are working methodically on reducing the environmental impact of our own activities. As an employer, we embrace our social responsibilities and develop a safe work environment, promote equal opportunity and ensure effective competence development. As a client and supplier, it is important that we lead the way in high business ethics, with zero tolerance for corruption and bribery, and that we place ever higher demands on the materials we buy in terms of traceability and carbon footprint.
With urbanisation, a long-term global megatrend, more than half of the world's population are today living in cities. This is leading to growth in new building of homes, offices, schools and hospitals etc. It is also creating a need for infrastructure construction such as public transport projects and tunnels. The fast economic growth of the past quarter century has enabled a rising share of the Earth's population to enjoy greater prosperity. In line with these developments – and with increased awareness globally of the impact of the indoor environment on health and well-being – people are increasingly demanding and willing to invest in better indoor comfort.
| Goal | Goal attainment 2020/21 | Remarks |
|---|---|---|
| 100% of strategic suppliers comply with our Code of Conduct |
91 percent of Systemair's strategic suppliers have confirmed, through the act of contract signing, that they comply with Systemair's Code of Conduct for Suppliers. The ambition is to achieve 100 percent next year. Each year, a review based on several factors is conducted to establish which of our suppliers are to be regarded as strategic, and adjust ments are made as appropriate. |
Systemair strives for long-term, good relation ships with its suppliers. Ensuring that our strate gic suppliers comply with Systemair's Code of Conduct for Suppliers is part of our procedures when entering into contracts. The Code of Conduct is appended to all contracts and is signed by suppliers before the partnership begins. Where appropriate, Systemair also carries out on-site audits of suppliers. |
| 0 incidents of bribery or corruption |
Incidents of corruption (number) 2020/21 2019/20 Number of incidents of corruption 0 11) Number of incidents in which employees were dismissed or subjected to other disciplinary action for corruption 0 0 Number of cases in which contracts with business partners were not renewed due to violations related to corruption 0 0 1) Systemair was exposed to fraud on one occasion and the incident was reported to the appropriate authorities. |
Systemair has a policy of zero tolerance of cor ruption and our employees are not allowed to demand, offer or accept bribes or other illegal benefits. In the year 2020/21, no corruption incidents were reported. |
| 0 injuries leading to sickness absence |
Work-related injuries (number) 2020/21 2019/20 Employees Total number of work-related injuries 251 253 Other employees1) Total number of injuries 2 11 1) All workers not employed by Systemair but whose workplace and/or work are within the control of the organisation. |
Systemair aims to prevent accidents and mini mise sickness absence. The goal for occupational injuries can never be anything other than zero. During the year, work continued to be systemati cally focused on reducing the number of work related injuries. |
| 25% women managers by 2025 |
Women managers (%) 2020/21 2019/20 Total 21 21 |
Diversity and equal opportunity help to make companies more successful and create a more dynamic and stimulating work environment. Systemair continues to work towards its goal that, by 2025, 25 percent of managers should be women. |
| Increased energy efficiency |
Energy consumption 2020/21 2019/20 Total (MWh) 66,738 65,167 Energy efficiency Total/COGS1) (MWh/SEK m.) 12.0 11.2 1) Cost of goods sold |
Systemair focuses continuously on improving energy efficiency. Total energy consumption increased in 2020/21 mainly due to investments in increased production capacity and space in our buildings. As a result of this and the effects of the pandemic, overall energy efficiency was lower during the year. A long-term energy efficiency goal will be established in 2021. |
At its Capital Markets Day 2019, Systemair announced several measures aimed at strengthening profitability in the business and creating the conditions to achieve the profitability target of a 10 percent operating margin.
Group-wide work on profitabilityfocused measures continued at a high pace during the financial year. These measures have improved Systemair's ability to manage during the Covid-19 pandemic in the current financial year. The continued focus on profitability was also a contributing factor in the improved operating margin for the financial year. However, work in some areas has been affected in the wake of the Covid-19 pandemic. For example, efforts to strengthen the sales process have been affected by limitations in the ability to interact with customers in a normal way.
Systemair is focusing above all on five wide-ranging areas to create the conditions for achieving the target of a 10 percent operating margin. These areas are then broken down into detailed plans for each subsidiary and production site, for example.
Systemair's manufacturing units work systematically to maximise benefit from the synergies created – in product development and production – by transitioning to common technical product platforms. For example, Geniox is a
modular product platform that forms the heart of any efficient ventilation system, whether used in public areas, industrial premises, data centres, hospital or marine environments. The units are currently produced in six factories and two more factories will begin production within a year. Another example is our in-house developed control system platform – Access – which has replaced three different platforms from third-party suppliers.
Via a clear process and framework for pricing, based on added value, a more consistent pricing regime is being established. An internal pricing organisation has been built up to support the subsidiaries in their work on pricing. This is complemented by a clearer risk management process for project pricing.
Continuous efficiency improvements in production are a key tool for increasing profitability. These include investments in more efficient machines and more automation, along with minimisation of lead times, energy consumption and wastage. We also continuously review
how production is allocated across our factories, as a way of both creating economies of scale and lowering production costs.
Systemair has implemented targeted restructuring measures to strengthen profitability, above all in three of the Group's subsidiaries with associated factories. This work consists of both organisational changes and modifications to work and production processes.
Over recent years, Systemair has developed and implemented a sales support system that underpins Systemair's sales model and rationalises the day-to-day work of the sales team. On our website with its integral web shop, customers are able to access all relevant information and documentation about the products and place orders around the clock, which makes it easier for both customers and ourselves. We are continuously developing our sales knowledge via our "Selling the straight way" sales training concept and offer product courses via our digital e-Learning program.
When Systemair started operations back in 1974, it did so with a truly pioneering idea: the circular duct fan. Systemair has now renewed the product category via innovative development work and the introduction of new materials, creating a product that is not only energy-efficient to run, but also 95 percent recyclable.
With the prio silent® XP duct fan, Systemair has taken a number of major steps to give a firmly established product category a facelift. The ambition was clear: to use new solutions to create a product that adds value both for customers and for Systemair, at the same time as addressing key future requirements from a sustainability perspective. In order to succeed, it was necessary to take an innovative approach to the entire development process.
"We assembled a development team with representatives from all branches of the business: sales, product development, purchasing, production and logistics. This meant we could optimise all aspects of the product from the start. From technical performance, noise level and energy consumption, to maximisation of production, packaging and transport efficiency. Having the opportunity to think in a completely new way also created fantastic enthusiasm in the team," says Harald Rudelgass, who was initially responsible for the development project.
Several of the product's benefits are attributable to innovation in the choice of materials.
"We quickly realised that we needed to look at a recycled material rather than sheet metal for the housing," says Harald Rudelgass.
The choice finally went to EPP (polypropylene-based particle foam), on account of the material's technical characteristics, such as low weight, UV and waterproof properties, as well as fire- and impact-resistance. In addition, it is already a firmly established material in the ventilation and air conditioning industry. The material is fully recyclable.
"Noise level is a key parameter in the world of fans. We've succeeded in making a unique hybrid silencer that is actually integrated in the housing – and we have applied for a patent for this solution. The combination of the silencer and the
innovative, air-tight housing means that the fan is extremely quiet in operation, which naturally improves the general atmosphere among the people in the room", adds Harald Rudelgass.
Thanks to the housing material, Systemair can work on design solutions that maximise production efficiency. One example of this is the click fastener system that completely eliminates the need to use screws, rivets and sealants.
"Because we were thinking in terms of how to manufacture the product from the earliest phases of the process, we have been able to make things easier for the production staff, while simultaneously radically reducing the installation time – from 45 minutes to just eight", says Harald Rudelgass.
Just as important was to focus on the next stage of the process: packaging and transportation to customers. The fact that the product is approximately 35 percent lighter than its predecessor naturally translates into a number of benefits. This has been reinforced by an active focus on optimising product packaging that, with the lower weight, reduces both cost and environmental impact of transport.
Each and every new product should generate added value for customers. Sustainability is today a priority issue for them. The heart of the new duct fan is Systemair's prioAir fan, which is powered by an electronically communicated motor (ECM), ensuring extremely energy-efficient operation and, as a result, low operating costs for customers.
According to Harald Rudelgass, the new product has been warmly received by customers.
"Our ambition is always to make our products simple to install. And we have really ticked all the boxes with the prio silent® XP. The low weight makes the product simple to handle, even from a ladder", concludes Harald Rudelgass.
Financial resources
Systemair operates along the entire value chain and its core business is to develop sustainable solutions with a focus on innovation, delivery reliability, availability and quality.
The purpose of Systemair's products is to create a healthy, comfortable and safe indoor climate. We put our customers first and want to be seen as a sustainable business. We fulfil our customers' expectations and offer products
and solutions based on their needs.
Our products are designed with sustainability in mind, meaning that we choose the right materials, create energy-efficient solutions and assure easy maintenance. In our purchasing, we take responsibility and buy in a sustainable way by specifying requirements and working with our suppliers. In manufacturing, we maintain a close focus on safety and constantly work on resource efficiency to ensure an efficient and reliable supply chain. For sustainable delivery, we regularly review our transport options to reduce emissions, and in our sales process, we proactively engage in acting as a responsible company.
We continuously review how we can engage and influence, even after the product has been delivered. To ensure safe and faultless installation, we have a customer support team dedicated to maintaining a high level of service. In addition to focusing constantly on energy efficiency in our products, we will concentrate going forward even more strongly on service to make sure that the right conditions are in place throughout the operating life of the product. This will also allow us to help ensure that our products have as small a carbon footprint as possible in their life cycle.
• Net margin for the year 4.8 percent
The pandemic, which coincided with the Company's entire financial year, has affected Systemair's various markets to varying degrees. Rapid adjustments and a strong local presence, together with highly-developed digital sales tools, have enabled Systemair to successfully manage all challenges and be in a stronger position when the market returns to normal.
Systemair is a global actor in the ventilation industry, with its own sales companies in 54 countries. Europe is the Company's main market, but its position has been strengthened in several markets, most notably in North America, in line with its stated strategy to grow.
The Company manufactures ventilation products and may be said to operate in the construction market. Construction projects are relatively evenly split between commercial and residential buildings, as well as between new construction and renovation of existing buildings. Outside Europe, the proportion of new construction is higher, in both residential and commercial buildings.
With a strong regional and local presence in important markets, we can help customers wherever they are in the world. Our ambition is clear – to be our customers' number one product supplier.
High availability and delivery reliability of our products is a priority, which offers major reassurance to ventilation
| Per product area | ||
|---|---|---|
| -- | ------------------ | -- |
| Company | Fans | Air handling units, Central |
Residential ventilation |
Air handling units, Compact |
Air conditioning | Air distribution | Air curtains | Fire safety |
|---|---|---|---|---|---|---|---|---|
| Systemair, Sweden | ● | ● | ● | ● | ● | ● | ● | ● |
| Fläkt Group, Germany | ● | ● | ● | ● | ● | ● | ||
| Flexit, Norway | ■ | ● | ● | ● | ||||
| Swegon, Sweden | ● | ● | ● | ● | ● | ■ | ||
| Exhausto, Denmark | ● | ● | ● | ● | ● | |||
| Östberg, Sweden | ● | ● | ● | |||||
| Trox, Germany | ● | ● | ● | ● | ● | ● | ||
| Nuaire, United Kingdom | ● | ● | ● | ● | ● | |||
| Vent-Axia, United Kingdom | ● | ● | ● | ■ | ||||
| Nicotra-Gebhardt, Germany | ● | ● | ||||||
| Rosenberg, Germany | ● | ● | ● | ● | ● | |||
| S&P, Spain | ● | ● | ● | ● | ● | ● | ||
| Wolf, Germany | ● | ■ | ● | ■ | ||||
| Carrier (Ciat), France | ● | ● | ● | |||||
| Aldes, France | ● | ● | ● | ● | ● | ● | ||
| Zehnder Group, Switzerland | ● | ● | ■ | ■ | ||||
| Petra, Jordan | ● | ● | ● | |||||
| AL-KO, Germany | ● | ● | ■ | |||||
| Greenheck, North America | ● | ● | ■ | ■ | ● | ■ | ||
| Johnson Control, North America | ● | ● | ● | |||||
| Nortek, North America | ■ | ■ | ● | ● | ■ | |||
| Titus, North America | ■ | ● | ||||||
| France Air, France | ● | ■ | ■ | ● | ■ | ● | ● | |
| IV Produkt, Sweden | ● | ● | ■ | ■ | ||||
| Volution Group, United Kingdom | ● | ● | ● | ■ | ■ |
● Complete range ■ Limited range
Systemair offers a wide range of products and is a one-stop-shop in eight product areas. Most new buildings need all products. The Company has many local competitors in specific product areas, but very few have Systemair's breadth and large geographic presence.
contractors working to precise schedules.
Another way of strengthening our position is to offer market-leading support and digital tools. Thanks to our expertise, we can provide ventilation consultants with the right support in choosing the right products for the application concerned in the project. This is backed by digital tools such as product selection software to facilitate the day-to-day work of consultants.
The past financial year was unlike any other in Systemair's history. Restrictions in the various countries and lockdowns in response to the pandemic have forced all companies to adapt their operations. Lockdowns were required quickly during the first wave of the pandemic in spring 2020, although many markets were less severely affected. Quick action and a decentralised organisation with autonomous subsidiaries enabled us to successfully maintain good service and availability via local warehouses and to adapt our stocks to demand, despite challenges.
Several strong market trends will favour Systemair and ventilation product sales in the long term. A year of the pandemic has further highlighted the importance of ventilation and a healthy indoor environment in hospitals, workplaces and schools. This has brought business in the short term, but more importantly it is positive for the future growth of our industry.
With the launch of the EU's Green Deal, Europe is also facing a major renovation wave of buildings and other infrastructure. The aim of the initiative is to use energy-efficient measures to reduce the significant carbon dioxide emissions from buildings in Europe. Investments in ventilation in schools are already being made with this EU money, but so far, the investment is only in its infancy and it will gradually increase in scale going forward.
| Area | Share of sales | Growth | Organic growth |
|---|---|---|---|
| Nordic region | 20% | –2% | 1% |
| Western Europe | 43% | –3% | 1% |
| Eastern Europe & CIS |
14% | –18% | –9% |
| North and South America |
11% | 1% | 11% |
| Middle East, Asia, Australia and Africa |
12% | 2% | 16% |
Historically, the Nordic countries have been characterised by stable market conditions in Systemair's areas, and this was also the case in the past Covid-19-dominated year. The market for Systemair in the Nordic
countries was less affected by the pandemic than many other countries in Europe. In all the Nordic countries – Denmark, Norway, Finland and Sweden – Systemair encountered stable demand.
In Western Europe, the effects of the pandemic varied from country to country. Worst hit were the markets in southern Europe – Italy, Spain and Portugal – where sales of air handling units were particularly affected. Major markets such as Germany, France and the Netherlands were periodically affected by lockdowns, resulting in poorer figures, while recovery in these markets has been good.
The outbreak of the pandemic in the UK and Ireland led to widespread lockdowns, reducing our sales volumes there. Nevertheless, sales of air handling units performed relatively well. The impact of Brexit has been less negative than expected, as a result of our internal preparations for the changes. At the same time, we saw a strong overall recovery in the UK market in the last quarter.
Eastern Europe and the CIS is the region where sales were hit hard during the latter part of the pandemic. Russia is Systemair's most important market in the region. For our Russian customers, sharp weakening of the rouble during the year reduced the currency's purchasing power for imported goods. Along with widespread lockdowns in the country, this meant both lower sales volumes and pressure on margins. We continue to
see major growth potential in Russia, and our ability to take advantage of this will be greatly improved as we establish domestic production in the country.
The Czech Republic is another important market that to us offers potential. Tough pandemic lockdowns meant some slowdown in sales, but the market has remained relatively stable. The same can be said for the Baltic States.
Developments in the Americas were highly positive. The USA and Canada markets boomed in all our product segments, largely due to infrastructure investments. In particular, sales of air conditioning units for homes and schools performed well. In our view, the outlook for North America remains strong.
Unlike North America, South America was less buoyant. Brazil, our single largest market on the continent, was hit particularly hard by an uncontrolled spread of disease, which had a major impact on the market. The markets in Central America, of which Mexico is the largest, fared relatively well.
One of the markets that suffered from the high rate of infection of the disease is Turkey. This was partly offset by new deliveries to hospitals in the country.
In Asia, the market in Malaysia was stable, while India was hit hard by the pandemic towards year-end, which adversely affected Systemair's business.
Australia and New Zealand have been successful in limiting the spread of the disease. However,
Systemair's sales declined due to limited transport capacity, which led to a shortage of certain products. Systemair's operations on the African continent performed well over the past year. Construction of the
new factory in South Africa is a strategic step in the right direction, with operations now showing clear profitability.
| 1 Kansas City, USA | |||||||
|---|---|---|---|---|---|---|---|
| 2 Tillsonburg, Canada | |||||||
| 3 Bouctouche, Canada | |||||||
| 4 São Paulo, Brazil | |||||||
| 5 Eidsvoll, Norway | |||||||
| 6 Skinnskatteberg, Sweden | |||||||
| 7 Hässleholm, Sweden | |||||||
| 8 Århus, Denmark | |||||||
| 9 Waalwijk, Netherlands | |||||||
| 10 Mülheim an der Ruhr, Germany | |||||||
| 11 Langenfeld, Germany | |||||||
| 12 Windischbuch, Germany | |||||||
| 13 Tillières, France | |||||||
| 14 Milan, Italy | |||||||
| 15 Fuenlabrada, Spain | |||||||
| 16 Móstoles, Spain | 3 2 |
||||||
| 17 Ukmerge, Lithuania | 1 | ||||||
| 18 Pardubice, Czech Republic (2 factories) | |||||||
| 19 Bratislava, Slovakia | |||||||
| 20 Maribor, Slovenia | |||||||
| 21 Dilovasi, Turkey | |||||||
| 22 Johannesburg, South Africa | |||||||
| 23 New Delhi, India | |||||||
| 24 Hyderabad, India | |||||||
| 25 Kuala Lumpur, Malaysia | |||||||
| Product areas Residential Ventilation Swimming Pool Ventilation |
Fans | Air handling units | Air curtains and heating products Air conditioning Products for air distribution Garage and tunnel ventilation |
Fire safety | Technology centres Distribution centres |
4 |
The Group also includes three factories producing components for heat recovery systems: Croatia (PolyRec), Germany (Lautner) and France (ILO HORA).
29 Production facilities 15 Technology centres 3 Distribution centres 54 Countries with own sales organisation Exports to more than 130 countries
Countries with production and sales companies
Countries with sales companies
During the year, we continued to work on increasing efficiency and sustainability in production and logistics. At the same time, we were challenged by the pandemic. We took early action to protect our employees and ensure our ability to deliver. Our decentralised logistics structure was a success factor in the situation last year.
Systemair has a highly decentralised production structure with 29 production sites around the world. This means we can meet the specific needs and comply with the regulatory conditions in each market. For example, the demands on heat and cooling are different in the cold, dry climate of countries in the north, compared to the higher humidity and temperature of countries in the south. Production close to the end market also has the advantage of reducing long-distance transport, ensuring short delivery times and lower environmental impact.
The pandemic brought major challenges in production over the year. Nine factories were temporarily shut down and efforts to secure the environment to protect workers and prevent the spread of infection were intense. Successful measures and changes in working practices helped to maintain good levels of activity and meet customer demand for products.
Continuous improvements in efficiency and productivity in production are important tools in the Group's efforts to grow profitability. All facilities operate according to the Group-wide Systemair Production Model (SPM), which aims at uniform and standardised work procedures. Improvements in line with the production model are made continuously at the Group's production sites, based on ongoing measurement and monitoring of operations, as well as active sharing of experience and best practice between the sites. Our dedicated and knowledgeable employees play a very significant role in identifying
new ways of working and solutions that drive our business forward.
The Geniox modular air handling unit, which is produced on a common platform, is one example of a standardised manufacturing method that is used in a handful of markets. The platform is based on an idea that is similar to one that has long existed in the automotive industry, with a flexible design that can be configured in many different ways. This provides efficiency benefits and increased potential for maximising synergies.
Investments to increase the sustainability of our production facilities continued during the year. Energy consumption in production and in our buildings is one factor, while another is new technologies introduced in factories to reduce wastage of materials. The work environment is one of our top priorities. So, for example, we are investing in ergonomics and introducing aids to prevent wear and tear injuries on the part of our employees. We continuously monitor and measure injuries, near-accidents and risks to further improve safety in our factories.
In addition, we have also maintained a high level of investment to expand capacity, capitalise on new technology and raise the level of automation, to create the conditions for continuous efficiency improvements.
Systemair's logistics structure is a key component in enabling us to deliver on our customer promise of high product availability and fast deliveries worldwide. We have 80 local warehouses in
– Driving the improvement process on an ongoing basis as part of day-to-day working.
"Systemair's logistics structure is a key component in enabling us to deliver on our customer promise of high product availability and fast deliveries worldwide."
markets where we are represented by our own sales company, plus three central warehouses located in Sweden, Germany and Malaysia.
In the past year, which was dominated by the pandemic, logistics became even more of a key factor than before. Rapidly shifting demand required adjustments to the warehousing strategy – from initially lowering stock levels to quickly replenishing stocks as customers significantly increased their orders. During this period, we enjoyed a market advantage of operating through local warehouses. Another strength was the Group-wide ERP system, through which the Group's sales companies have access to current stock levels and lead times for local
warehouses, distribution centres and manufacturing units. This allowed optimisation of stock maintenance and management during a period of sharp shifts in demand.
One effect of the pandemic is that the global market has been hit by higher transport costs and longer delivery times, for example for shipments of electronics from Asia. Through a sharper focus on planning and control, we were able to handle the situation satisfactorily during the year. In terms of component availability, we have seen clear benefits from being a close, long-term partner for our suppliers.
During the year, we succeeded in both reducing inventory costs and improving security of supply, which were the objectives of the new KPIs introduced in the previous financial year. To increase efficiency and profitability in the area, we previously formed a council of six logistics managers, the Logistics Council, which identifies areas for improvement and ensures that we benefit from best practice across the Group.
In addition, successful work on the basis of the KPIs provides a benefit from a sustainability perspective, in the form of reduced environmental impact from transport.
Systemair owns 86 percent of its production facilities. These add up to a total area of 350,000 square metres and have a total book value of SEK 1.1 billion. The facilities are characterised by efficient, improvement-focused and sustainable production. The following are descriptions of facilities in four countries.
At Skinnskatteberg, we have two production facilities, a distribution centre and headquarters with a total area of 52,000 square metres. Here, fans, air curtains and heat pumps are produced, as well as air handling units and the entire value-added chain is accommodated at this location – sheet metal forming, painting, component handling and assembly. The facilities are well-invested and are highly advanced in terms of both automation and work environment for employees. The production system is characterised by a development-led environment with highly-skilled personnel. The 30,000 square metres building in Långviken is heated entirely by lake water heat using heat pumps.
Windischbuch produces above all Systemair axial fans. The factory measures 23,600 square metres and houses production, offices, warehouse and test centre. The facility, one of three central warehouses in the Group, serves central and southern Europe. The modern, 2,300 square metres test centre has combined airflow and noise level measurement equipment for flow rates up to 42,000 m3/hour.
| North and South America | |
|---|---|
| Bouctouche, Canada (owned) | 12,300 |
| Tillsonburg, Canada (owned) | 11,300 |
| Kansas City, USA (owned) | 16,000 |
| São Paulo, Brazil (leased) | 1,900 |
| Nordic region | |
| Århus, Denmark (owned) | 23,000 |
| Eidsvoll, Norway (owned) | 5,800 |
| Hässleholm, Sweden (owned) | 10,000 |
| Skinnskatteberg, Sweden (owned) | 52,000 |
| Western Europe | |
|---|---|
| Tillières, France (owned) | 38,000 |
| Milan, Italy (owned) | 19,400 |
| Waalwijk, Netherlands (owned) | 10,000 |
| Fuenlabrada, Madrid, Spain (leased) | 7,000 |
| Móstoles, Madrid, Spain (leased) | 22,000 |
| Helmstadt, Germany (leased) | 1,550 |
| Langenfeld, Germany (leased) | 4,300 |
| Mülheim an der Ruhr, Germany (owned) | 17,400 |
| Windischbuch, Germany (owned) | 23,600 |
| Eastern Europe & CIS | |
|---|---|
| Ukmerge, Lithuania (owned) | 15,000 |
| Bratislava, Slovakia (owned) | 14,200 |
| Maribor, Slovenia (owned) | 5,400 |
| Pardubice, Czech Republic (leased)* | 13,600 |
| Dilovasi, Turkey (owned) | 28,000 |
| Moscow, Russia (owned) | 18,000 |
| Middle East, Asia, Australia and Africa | |
| Hyderabad, India (leased) | 3,200 |
| New Delhi, India (owned) | 12,000 |
| Kuala Lumpur, Malaysia (owned) | 16,000 |
| Melbourne, Australia (leased) | 2,200 |
| Johannesburg, South Africa (leased) | 7,200 |
* New construction of 18,200 m2 is in progress.
Our ultra-modern production facility in Turkey, inaugurated in 2018, is LEED Gold certified. Investments in the building, machinery and IT infrastructure enable very high production efficiency while minimising environmental impact throughout the production chain. The factory incorporates energy-efficient production equipment, highly developed processes for collection and use of rainwater and high-efficiency air conditioning based on Systemair's own products. Production in the 28,000 square metre facility is project-based, supplying not only the local market but also, to a certain degree, the Middle East and the Balkans. Activities are characterised by high-level quality thinking, which is made possible by the highly-skilled workforce.
Systemair's production facilities in India produces air distribution products, air conditioning units, fans and fire safety products. The facility at Greater Noida, New Delhi, extends over approximately 12,000 square metres and is located close to sub-contract suppliers and support functions, which is of great importance, given the size of the city. It is a modern, well-invested facility that focuses closely on quality and flexibility. The facility is LEED Platinum certified and features an advanced ventilation system that significantly reduces energy consumption. Experienced and highly skilled personnel, including a local development unit, ensures modern, highlydeveloped operations.
During the year, Systemair launched several aggressive investments in new state-of-the-art production facilities. This will enable us to produce more efficiently and sustainably, and to take advantage of growth opportunities when markets open up after the pandemic.
A new state-of-the-art factory covering 18,000 square metres has been built in Pushkino, north-east of Moscow. The factory will house both production and a central warehouse, which have taken up occupancy. This is an aggressive investment involving highly automated equipment and efficient production, fully on a par with the Group's most advanced factories. Systemair has operated in the Russian market for many years but has never had any production there. Russia is an important market to Systemair and the ability to offer competitive and locally manufactured products is a clear advantage.
A brand-new production facility and warehouse totalling 7,200 square metres has been completed in the eastern part of Johannesburg. Systemair has long been established in South Africa, where we have mainly manufactured fans. Production is now being expanded and investments made in new machinery. The new factory brings together under one roof all the production that came with the 2017/18 acquisition of Viking Air Condition, as well as Systemair's existing fan manufacturing and warehousing operations. The merger will streamline production and administration and will optimise resources and production capacity.
Through its Czech subsidiary Recutech, Systemair is building an 18,200 square metre manufacturing and warehouse facility. The new factory aims to meet higher demand for Recutech's countercurrent switches, in both aluminium and plastic. Production is highly automated with modern machinery, with most stages of production being automated. Recutech supplies a large number of manufacturers of ventilation units throughout Europe. A proportion of production is exported to other Systemair companies.
In 2018, Systemair took a strategic decision to invest in new, state-of-the-art production equipment and expanded production capacity in Canada. Systemair was therefore well prepared to benefit from the strong growth that distinguished the North American market during the year – and was even able to capture additional market shares on account of its elevated delivery capacity.
In a challenging year, dominated by the ongoing pandemic, Systemair's operation in Canada – which also supplies products to the United States – has stood out as an unmitigated success. The North American market has been distinguished by strong demand.
"I think there are several factors that have combined to produce such strong demand for ventilation products for both residential and commercial construction. One key factor is that the Covid-19 pandemic clearly highlighted the importance of good ventilation and indoor air quality. This naturally benefits our industry as a whole. At the same time, the construction sector is experiencing a high level of activity. For example, the number of housing starts in the United States has risen by approximately 19 percent," says Roland Mazerolle, General Manager, Systemair Canada.
The principal reason why Systemair was well positioned to benefit from the strong market development is the aggressive program of investments that was launched back in 2018. Investments were made in both new production methods and expanded capacity. In 2018, the Company also acquired its competitor Greentek, which specialises in residential ventilation.
"The acquisition of Greentek gave us access to market segments where we weren't as strongly represented before. In return, Greentek gained a committed owner in Systemair, with appreciable capacity and high credibility on the market – which was naturally a benefit for them. The integration was a great success, resulting in us both achieving an even stronger base and offering," adds Roland Mazerolle.
The strength of having a well-invested production operation became clear during the year. Over the financial year, production of residential ventilation units, under the Fantech and Greentek brands, needed to almost double. If the trend of the last months of the year continues, production will still need to increase in the next financial year.
"We were prepared for expansion and in a position to take full advantage of the growth in demand that we have witnessed. We were able to maintain delivery times well in a highly active market, which resulted in us capturing additional market shares. Being a part of the Systemair organisation was a significant factor in this situation. The Company's long, firmly established relations with suppliers have ensured access to components during the pandemic," says Roland Mazerolle.
In the 2020/21 financial year, Systemair has ramped up its focus on ventilation products for commercial properties and launched investments in its factory in Tilsonburg which, in principle, entails doubling the company's factory area.
"Our areas of expertise in Tilsonburg are ventilation units for schools and compact units and Geniox units for commercial use. In the wake of the Covid-19 situation, we have seen a significant increase in interest in the quality of indoor air – in state infrastructure programs targeted at schools and hospitals, for example. Our ongoing investments are intended to put us in an even better position to take advantage of a favourable market," concludes Roland Mazerolle.
The pandemic has brought an increased interest in creating a better indoor environment for people. To get closer to the customer and further strengthen the Company's ability to develop world-leading products, Systemair has created a number of new forms of partnership.
Systemair's products create a healthy and comfortable indoor climate – including everything from maintaining clean air at the right temperature in schools to effective evacuation of fire gases in buildings or exhaust gases in tunnels. We develop products that make this possible with the lowest possible energy consumption. This, in turn, reduces both the burden on the environment and life cycle costs for customers. Simple installation, operation and maintenance of products add further value for our customers.
Over the past year, Systemair's products became more relevant and attracted closer attention. The need for healthy indoor air in hospitals and workplaces, in homes and shops, is a hot topic in the world today. To Systemair, this is an incentive to continuously develop and improve our products.
A successful development process focusing on market need and shortening the time to market for a product represent one of Systemair's competitive advantages. Success depends on both high efficiency in work and ensuring that we set the right priorities in choice of development projects. We have established a standard, Group-wide product development process – from generation of ideas and development to certification, production preparation and launch – to maximise the benefit from the time we invest. The development projects for every individual product area are selected and prioritised via our system for strategic product planning. Decisions are based on what offers most value to Systemair, based on the criteria of customer need, strategic importance, potential profitability and the prevailing conditions in terms of expertise and resources.
Systemair's product development organisation consists of 250 engineers and technicians with cutting-edge expertise across a range of technologies. 24 technology teams in 18 countries performing laboratory tests and measurements during the development process, as well as measurements for technical documentation and certification in accordance with current standards.
During the year, a number of initiatives were taken within the organisation that will ultimately lead to ideas for new products. To narrow the distance to the market and customers, a feedback loop in relation to the sales organisation was developed. We also added to our options for conducting joint development projects across the organisation, bringing together expertise from several factories in development groups.
In addition, we upgraded project management training – in Sweden, Denmark and France – with the intention of spreading this work to other parts of the organisation. A decision has been taken to develop and implement a modified Systemair Project Management Model. Training efforts have been slowed by the pandemic but will resume on a large scale in 2021.
Product development at Systemair must meet the expectations and demands of the world around us, for a sustainable indoor climate. At an overarching level, our work is affected by four main trends of development:
"A successful development process that focuses on market need and shortening the time to market for a product is an important competitive advantage to Systemair."
Furthermore, we will focus even more closely on product life cycle management in product development, which means more "circular elements" and making decisions about phasing out products.
Successful product development must meet future needs in the market. This requires insights into customer needs,
regulatory requirements and the opportunities that are being created via new technology. Systemair's sales organisation around the world has daily contact with our customers, allowing us indepth insight into how their needs are changing. We are engaged in certification, standardisation and industry organisations, such as Eurovent, EVIA (European Ventilation Industry Association) and AMCA (Air Movement and Control Association), and maintain contacts
with national and international research institutions and public authorities. Our technology centres continuously monitor technological developments worldwide in their specific area of technology. Altogether, this equips us well for conducting a product development program that is both innovative and relevant to the future.
Sustainability issues have long been a central and natural part of Systemair's business, as is evident in the Company's work on products for a healthier indoor climate with ever-lower energy consumption. During the year, Systemair stepped up the pace of its intensive work. Lee Morgan is the newly appointed Global Sustainability Manager with responsibility for driving sustainability work going forward.
Lee Morgan assumed the newly created role of Global Sustainability Manager in March 2021.
"An important part of my job is to ensure that we have established processes and monitoring mechanisms in place to drive real progress in sustainability. It's particularly inspiring because there's strong commitment and a sincere will throughout the Group to continue to drive change in this area", says Lee Morgan.
Continued progress towards a more circular economy plays an important role in achieving the key climate goals. Producing virgin material is resourceintensive. Raw materials are used up and production processes are energyintensive. In addition, the processes produce emissions. Systemair aims to drive progress towards higher resource efficiency, both by integrating it into the development process and by broadening the Company's activities further along the value chain.
"It's obvious that this should be integrated early in the development process, because a large part of a product's environmental impact is already determined at that stage. A natural place to start is to increase the level of recycled and recyclable materials in products. This has been done, for example, in our newly developed prio silent® XP duct fan, which is over 90 percent recyclable. It's also important to take the maintenance aspect into account in the design of products, for example by making them more modular. That makes it easier to replace components and extend the life of your products", says Lee Morgan.
During the year, Systemair took further steps to broaden the scope of its operations and expand its service offering. This is taking place through the acquisition of Servicebolaget i Sverige AB and by building an organisation responsible for developing Systemair's service offering globally.
"From a circular economy perspective, increasing the lifetime of products offers a major gain, which places the focus more closely on service and maintenance. Here, we aim to contribute with our technical expertise and experience in ventilation systems and have a service offering that not only leads to higher operational efficiency but also
increases the service life of the products. This is attractive for several reasons. Of course, it offers us opportunities for new sources of revenue. It also puts Systemair in an advantageous position for exploring possible future business models, such as solutions that allow us to modernise existing products and systems and add functionality without the entire product having to be replaced. To sum up, what I can say is that we're already doing a lot in all aspects of sustainability – environmental, social and economic – while there are plenty of exciting opportunities to develop in the future", concludes Lee Morgan.
Systemair contributes to a sustainable society. Work on sustainability is an integral part of the business and embraces social, economic and environmental responsibilities.
Our ventilation products promote health in people by helping to maintain clean and safe indoor air. This is especially important since in society today, we spend a large proportion of our time indoors. Insights into how important indoor air is in terms of both health and well-being are becoming increasingly backed up, not least through the effects of the Covid-19 pandemic, which are showing up the importance of ventilation and its ability to supply clean, filtered air.
By making all our ventilation units increasingly energy-efficient, we are helping to reduce carbon emissions. We are also reducing the environmental impact of our own operations through a process of continuous improvement. One of our aims is to own our production facilities, as, by doing so, we become better able, long term, to control both work environment and environmental performance in our production.
Sustainability through the value chain Our sustainability work begins right at the product development stage. It then continues through the entire production and supply chain, including material
selection and production method and review of logistics solutions to reduce transports, as well as the efficient use and maintenance of the products. Finally, we are aware of the importance that the end-of-life product is taken care of in the right way. By developing energy- and material-efficient products and by focusing continuously on improving our processes, for example with regard to energy consumption, a safe work environment and fair working conditions, we can contribute to a sustainable future.
Topvex is a compact energy-efficient air handling unit. All models are equipped with a Systemair Access control system offering a wide range of features to optimise energy consumption. Topvex has been updated to increase longevity and reduce environmental impact even further:
In recent years, Systemair has made continued progress in its work on sustainability, including in governance, monitoring and reporting. A framework for sustainability work has been developed, consisting of ten sustainability issues relevant to the Company's operations.
These sustainability issues have been classified into four focus areas that balance the three dimensions of sustainable development: economic, social and environmental. The ten sustainability issues are assigned appropriate key performance measures and processes for follow-up, which – depending on the focus area – are reported on directly to the management function concerned. Systemair has a long-term
sustainability goal for 2050, with interim targets for 2025 and 2030. Each focus area is linked to a specific goal and sub-goals.
We have also analysed the UN's 17 Global Sustainable Development Goals to identify the goals where our operations have the greatest impact. These were found to be goals 3, 5, 8, 9, 11, 12, 13 and 16. Our four focus areas support the Global Goals and by actively working on them we are contributing to a more sustainable society.
Our work on sustainability is based on a Code of Conduct that establishes Systemair's standpoint on issues regarding social responsibility, business ethics, environment and health and safety. Several of Systemair's factories are certified in accordance with the environmental management system ISO 14001:2015.
Zero incidents of bribery or corruption
With a vision of zero injuries, Systemair works systematically to reduce the number of workrelated injuries each year.
By 2030, to have played our part in helping to achieve the UN's global goals for sustainable development
By 2050, to remain a leader in sustainable and healthy indoor climate through our way of doing business, our workplace and our operations
In recent years, demands on companies in the area of sustainability have increased. This is particularly true in the area of reporting, driven by the ambitions of the EU's Green Deal – the roadmap to a sustainable EU economy. In 2020, the EU Taxonomy Regulation was adopted, a framework for determining which economic activities are regarded
as environmentally sustainable. The aim is to make it easier to assess a company's activities and steer investments towards more sustainable activities. This will place new demands on reporting by companies and Systemair is closely monitoring developments to be able to meet the new requirements. Systemair is also involved in the dialogue on how the tougher requirements will work and be complied with, including through
participation in industry associations. Systemair is constantly striving to raise awareness and disseminate information about the regulations and requirements that need to be satisfied to ensure maximum compliance in all parts of the business.
• Continuous improvement of our products in terms of environmental and climate impact
Systemair has a long history of responsible enterprise and takes on its social responsibilities in the places where we work. As a client and major purchaser of products and materials, it is important for us to maintain high business ethics, with zero tolerance of corruption and bribery.
Systemair's fundamental values – prioritise, simplify and inspire trust – shape our corporate climate and guide us when making decisions, wherever in the world we work. They guide us in how we, as employees, should behave in our day-to-day work, both towards each other and towards our customers and stakeholders.
Good relationships with external partners are vital to long-term success, wherever in the world we are doing business. We strive to understand the communities and the culture where we live and work and are engaged in local community activities that promote development in the community, benefit local business and support schools and educational organisations.
At Systemair, we conduct our marketing and sales in an ethical and responsible way, on the basis of quality, price, delivery reliability and a high standard of service. Systemair will comply with the laws of the country concerned and our business decisions will always be made in the best interests of the Company. We have zero tolerance of corruption and our employees are not allowed to demand, offer or accept bribes or other illegal benefits to retain a customer or close a business deal. Social responsibility is a natural part of Systemair's corporate culture.
Systemair uses around 6,000 suppliers and sub-contract suppliers. The majority are European or North American, which means that they are bound by national laws and regulations that ensure accept-
"As a leading actor in the ventilation industry, we are playing a part in driving important issues of responsible enterprise."
able working conditions. It is our aim to work with selected strategic suppliers with whom we can have a long-term relationship.Systemair's suppliers are evaluated and selected on the basis of their ability to deliver on commercial terms and their ability to live up to Systemair's ethical guidelines for suppliers.
New suppliers are required to complete a self-assessment form before they qualify to work with Systemair. The form includes questions, for example, on financial strength, working conditions, child labour, health and safety, the environment and ethics. All new suppliers must confirm that they do not tolerate
child labour in their business and do not accept products from suppliers who use child labour directly or indirectly via their sub-contract suppliers. The self-assessment form is updated on an ongoing basis in response to new requirements and recommendations.
Systemair also conducts on-site audits of suppliers, above all at the start of a new collaboration, at suppliers of health and safety critical equipment and at suppliers where we identify a need to improve their service. In the case of suppliers of health and safety critical components, we employ special quality assurance agreements.
As a leading actor in the ventilation industry, we embrace our responsibilities and are involved in driving important issues through multiple channels. We are engaged with and well positioned in industry organisations worldwide, including Eurovent, HVI, ASHRAE, ISHRAE and REHVA, rounded out by collaborations with like-minded industry colleagues. We are also involved at national level in several countries and contribute to progress. One example of this is in Norway, where we are actively helping to shape the new sustainability regulations for the ventilation industry.
| 2020/21 | 2019/20 | |
|---|---|---|
| Direct economic value generated | ||
| Revenues | 8,715 | 9,083 |
| Economic value distributed | ||
| Operating costs | 6,017 | 6,291 |
| Employee wages and benefits | 1,920 | 2,049 |
| Payments to providers of capital | 214 | 200 |
| Tax | 153 | 158 |
| Economic value retained | 411 | 385 |
The table shows the economic value generated and distributed
to the Company's stakeholders.
| 2020/21 | 2019/20 | |
|---|---|---|
| Number of incidents of corruption | 0 | 11) |
| Number of incidents in which employees were dis missed or subjected to other disciplinary action for cor ruption |
0 | 0 |
| Number of cases in which contracts with business partners were not renewed due to violations related to corruption |
0 | 0 |
| 1) Systemair was exposed to fraud on one occasion and the incident was reported to the |
appropriate authorities.
| 2020/21 | 2019/20 | |
|---|---|---|
| Environmental criteria | 87 | 94 |
| Social criteria | 87 | 94 |
The percentage of new suppliers audited has decreased compared to the previous year. This is because our new subsidiary Pacific Ventilation contracted many new suppliers during the year and the audit process for new suppliers was implemented in the latter part of the year. The percentage of new suppliers audited in 2020/21 excluding Pacific Ventilation is 97 percent, an increase on the previous year. SYSTEMAIR 2020/21 35
| 2020/21 | 2019/20 | ||
|---|---|---|---|
| Number of cases | 0 | 0 | |
| No legal actions, decisions or court rulings took place during the year. 307-1: Non-compliance with environmental laws and regulations |
|||
| 2020/21 | 2019/20 | |
|---|---|---|
| Number of cases | 0 | 0 |
No incidents of non-compliance occurred during the year.
| 2020/21 | 2019/20 | |
|---|---|---|
| Total monetary value of fines (SEK) | 156,0001) | 62,0001) |
| Non-monetary sanctions | 0 | 0 |
| Number of cases settled via dispute resolution | 0 | 0 |
1) A production plant was fined for not having a permit for heavy industrial activities. There is a plan to relocate production to a new building during the year.
To assure Systemair's long-term success, it is critical to attract, develop and retain competent employees, and we continued to focus on this during the year. Safety is the top priority in our workplaces and we actively promote the importance of diversity and equality.
Good working conditions and safe workplaces are important. No-one should need to go to the workplace and worry about their health, either physical or mental. Our aim is to prevent accidents and minimise sickness absence. Violence, threat, harassment, bullying and similar abuses of employees will not be tolerated. Systemair's employees themselves decide whether to join a labour union in accordance with the legislation in the country where they work.
The ability to attract, develop and retain competent employees plays a vital role in assuring Systemair's longterm success. Competence development is a focus area in terms of constantly improving our business and our products, increasing our employees'
competence in their interaction with customers and retaining our lead over competitors. Via expansion of the range of the Systemair Academy program, we have made it easier for employees to acquire new knowledge wherever they work in the organisation. There are good career opportunities for employees wishing for international experience and responsibilities in the Group, going forward.
In several countries, we are working to raise the level of skills by offering further training. For example, in South Africa several promotions were made possible as a result of further training. In Turkey, 35 employees recently completed further training in business administration.
Our objective is that all employees should have one performance review per year. The review focuses on the
employee's personal performance. In all cases, the immediate manager and the employee are together responsible for ensuring that competence development is aligned with the Company's direction of travel and vision.
Research and experience show that diversity and equal opportunity play a part in making companies more successful. They also create a more dynamic and stimulating work environment. During recruitment, we actively try to promote greater diversity and equal opportunity. At Systemair, we want everyone to feel welcome, whatever their background. What counts is knowledge, experience and qualities, and no discrimination on the basis of sexual orientation, gender, age, ethnicity or religion is allowed. All employees will
PolarStar is a program comprising 8 modules over 2 years designed to develop young talents who are capable of taking on future roles with greater responsibility.
Digital product courses facilitating the dissemination of product knowledge throughout the Company. During the year, a learning platform was introduced and is constantly having content added. The platform includes courses in several areas, including the Systemair Code of Conduct course, which all staff must complete, as well as several IT webinars to enable employees to use our systems effectively.
Training in Systemair's leadership and corporate culture for all employees. The course is based on the "Train the trainer" concept and has been implemented at the Group's subsidiaries over the past three years.
Course in financial accounting, follow-up and reporting.
Course given via our ERP system.
be treated with respect, and no employee will be subject to bullying or abusive treatment.
Systemair strives to ensure that the same opportunities for development are open to all, irrespective of gender or ethnic origin. We are a global company, in which diversity is an asset in our dealings and projects around the world. We can offer international work with many areas of contact, which makes us an attractive employer.
Of the Group's approximately 6,380 employees (6,197), 23 percent (23) are women. Both Board of Directors and Group Management have 2 women members (2). Systemair's ambition is that the proportion of women in managerial positions will be at least 25 percent by 2025. In 2020/21, the final figure was 21 percent (21) of women in managerial positions.
An attractive workplace is both secure and safe. To prevent risks in the work environment, knowledge is essential. By sharing knowledge about accidents, near-accidents and risks that have occurred, we can prevent new accidents happening at other workplaces. Against that background, Systemair uses TiA, a web-based information system for reporting and analysing near-accidents and occupational injuries. The system is based on a flow concept that spans the entire process, from reporting of incident via investigation with risk assessment and analysis of cause, to remedial action and follow-up. Managers, safety representatives etc. receive information on incidents that have occurred, via e-mail. Events relating to environmental, quality and safety issues are also
supported, as are suggested improvements. The system also includes planned work environment measures. It is also possible for those involved to compose their own, individual checklists that are linked to various risk management categories, such as risk analysis and safety inspections.
Systemair constantly reviews how the system is used in all its factories and ensures that the necessary knowledge is provided. Introduction of the system and digitalisation of work on safety is playing a part in ensuring world-class production.
| Men Women |
Total | |||||
|---|---|---|---|---|---|---|
| Number of employees, by gender and type of employment | 2020/21 | 2019/20 | 2020/21 | 2019/20 | 2020/21 | 2019/20 |
| Permanent employment (indefinite-term, part-time and probationary employment) |
4,428 | 4,293 | 1,387 | 1,328 | 5,815 | 5,621 |
| Fixed-term employment | 246 | 313 | 33 | 84 | 279 | 397 |
| Total | 4,674 | 4,606 | 1,420 | 1,412 | 6,094 | 6,018 |
| Agency personnel | 224 | 220 | 39 | 32 | 263 | 252 |
| Number of employees, by region | Nordic region | Western Europe Eastern Europe & CIS |
North & South America | Rest of World | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| and type of employment | 2020/21 | 2019/20 | 2020/21 | 2019/20 | 2020/21 | 2019/20 | 2020/21 | 2019/20 | 2020/21 | 2019/20 |
| Permanent employment (indefinite-term, part-time and probationary employment) |
981 | 1,012 | 2,102 | 2,045 | 1,426 | 1,365 | 528 | 432 | 778 | 767 |
| Fixed-term employment | 27 | 36 | 75 | 125 | 11 | 35 | 14 | 54 | 152 | 147 |
| Total | 1,008 | 1,048 | 2,177 | 2,170 | 1,437 | 1,400 | 542 | 486 | 930 | 914 |
| Agency personnel | 18 | 17 | 108 | 86 | 46 | 44 | 0 | 7 | 91 | 98 |
| Men | Women | Total | ||||
|---|---|---|---|---|---|---|
| Number of employees, by gender and type of employment | 2020/21 | 2019/20 | 2020/21 | 2019/20 | 2020/21 | 2019/20 |
| Number of employees (full-time) | 4,358 | 4,231 | 1,275 | 1,216 | 5,633 | 5,447 |
| Number of employees (part-time) | 70 | 62 | 112 | 112 | 182 | 174 |
| Total | 4,428 | 4,293 | 1,387 | 1,328 | 5,815 | 5,621 |
| 2020/21 | 2019/20 | |
|---|---|---|
| Proportion of employees covered by collective bargaining | ||
| agreements (%) | 43 | 39 |
| Men | Women | Total | ||||
|---|---|---|---|---|---|---|
| New employee hires and personnel turnover by gender | 2020/21 | 2019/20 | 2020/21 | 2019/20 | 2020/21 | 2019/20 |
| Number of new employees | 673 | 878 | 332 | 343 | 1,005 | 1,221 |
| Employment turnover1) | 10.6% | 14.0% | 5.2% | 5.0% | 15.8% | 19.5% |
| Number of employees leaving the organisation | 595 | 770 | 191 | 300 | 786 | 1,070 |
| Personnel turnover2) | 9.4% | 12.3% | 3.0% | 4.8% | 12.4% | 17.1% |
1) Number of new employees / average number of employees
2) Number of employees leaving the organisation / average number of employees
| < 30 30–50 years |
> 50 | |||||
|---|---|---|---|---|---|---|
| New employee hires and personnel turnover by age group | 2020/21 | 2019/20 | 2020/21 | 2019/20 | 2020/21 | 2019/20 |
| Number of new employees | 422 | 449 | 467 | 596 | 116 | 176 |
| Employment turnover1) | 6.6% | 7.2% | 7.3% | 9.5% | 1.8% | 2.8% |
| Number of employees leaving the organisation | 262 | 337 | 379 | 524 | 145 | 209 |
| Personnel turnover2) | 4.1% | 5.4% | 6.0% | 8.4% | 2.3% | 3.3% |
1) Number of new employees / average number of employees
2) Number of employees leaving the organisation / average number of employees
| New employee hires and person | Nordic region | Western Europe | Eastern Europe & CIS | North & South America | Rest of World | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| nel turnover by region | 2020/21 | 2019/20 | 2020/21 | 2019/20 | 2020/21 | 2019/20 | 2020/21 | 2019/20 | 2020/21 | 2019/20 |
| Number of new employees | 106 | 131 | 314 | 442 | 229 | 353 | 226 | 139 | 130 | 156 |
| Employment turnover1) | 1.7% | 2.1% | 4.9% | 7.0% | 3.6% | 5.6% | 3.6% | 2.2% | 2.0% | 2.5% |
| Number of employees leaving the organisation |
116 | 146 | 223 | 400 | 218 | 309 | 84 | 111 | 145 | 104 |
| Personnel turnover2) | 1.8% | 2.3% | 3.5% | 6.4% | 3.4% | 4.9% | 1.3% | 1.8% | 2.3% | 1.7% |
1) Number of new employees / average number of employees
2) Number of employees leaving the organisation / average number of employees
Work-related injuries are those that result in death, or absence from work of at least 1 day. The total also includes significant injuries diagnosed by a doctor, even if not resulting in absence from work for at least 1 day.
| 2020/21 | 2019/20 | ||
|---|---|---|---|
| Employees | Number | Frequency | Number |
| Total number of fatalities | 0 | 0 | 0 |
| Total number of work-related injuries | 251 | 4.8 | 253 |
| Total number of hours worked | 10,495,273 |
| 2020/21 | 2019/20 | ||
|---|---|---|---|
| Other employees1) | Number | Frequency | Number |
| Total number of fatalities | 0 | 0 | 0 |
| Total number of injuries | 2 | 6.3 | 11 |
| Total number of hours worked | 63,600 |
1) All workers not employed by Systemair but whose workplace and/or work are within the control of the organisation
Injuries mainly consist of finger, hand and wrist injuries, together with arm injuries. Systemair measures, monitors and remedies risks, near-accidents and accidents via a systematic process.
Normalisation factor = 200,000 hours worked.
Cases of work-related ill-health are those that result in death, or absence from work of at least 1 day. The total also includes significant ill-health diagnosed by a doctor, even if not resulting in absence from work for at least 1 day.
| Employees | 2020/21 | 2019/20 |
|---|---|---|
| Total number of fatalities1) | 1 | 0 |
| Total number of cases of occupational ill-health | 952) | 82 |
1) Fatalities due to Covid-19, suspected to have resulted from infection in the workplace. Measures to further reduce the risk of infection were immediately taken at the workplace concerned.
2) The increase in sickness absence is related to Covid-19 and the requirement to stay at home in case of a positive test and if employees had worked in the vicinity of someone who had tested positive.
| Other employees1) | 2020/21 | 2019/20 |
|---|---|---|
| Total number of fatalities | 0 | 0 |
| Other employees1) | 2020/21 | 2019/20 |
|---|---|---|
| Total number of cases of occupational ill-health | 0 | 3 |
1) All workers not employed by Systemair but whose workplace and/or work are within the control of the organisation
| 2020/21 | 2019/20 | |||
|---|---|---|---|---|
| All employ ees |
Of whom, women |
All employ ees |
Of whom, women |
|
| Total number of hours | 29,615 | 6,662 | 11,665 | 3,756 |
| Average number of employees |
6,357 | 1,459 | 6,270 | 1,444 |
| Average number of hours | 4.7 | 4.6 | 1.9 | 2.6 |
| 2020/21 | 2019/20 | |
|---|---|---|
| Women | 41% | 45% |
| Men | 45% | 46% |
| All employees | 43% | 45% |
The table shows the proportion of employees receiving at least one structured performance review, by gender.
| 2020/21 | 2019/20 | |||
|---|---|---|---|---|
| Number | Percentage of women |
Percentage of women |
||
| Board of Directors | ||||
| Over 50 years | 7 | 29% | 7 | 29% |
| Group Management | ||||
| Over 50 years | 7 | 29% | 7 | 29% |
| Other employees | ||||
| Under 30 years | 1,074 | 22% | 1,241 | 20% |
| 30–50 years | 3,287 | 24% | 3,134 | 24% |
| Over 50 years | 1,733 | 23% | 1,586 | 23% |
The table shows composition of Board of Directors, Group Management and other employees, by gender and age category.
| 2020/21 | 2019/20 | |
|---|---|---|
| Number of cases of discrimination | 2 | 4 |
| During the year there were 2 suspected cases of discrimination; both cases are under | ||
| investigation. |
"Safety is Systemair's top priority and we've long worked to create a better and safer workplace. The work has paid off. I was involved in the launch of TiA, about 4 years ago, and since then there has been a marked reduction in accidents causing sickness absence. At my workplace in Skinnskatteberg, accidents causing absence have gone from 17 in the 2017/18 financial year to six in 2020/21. That is still six too many, of course, but it's a clear improvement! A sign that the safety work is successful is that we also see that risk observations are received frequently and that near-accidents are reported when they occur. To us, it's important to have a common and above all user-friendly system in the Group. I feel that we have one and it creates the conditions for us to become even better!"
Benny Blomqvist Quality and Work Environment Coordinator
Sustainability work is an integral part of day-to-day operations, with the emphasis on reduced emissions from our operations and higher energy- and resource-efficiency. We focus on continuous improvement in order to constantly challenge and improve.
We are continuously reducing our consumption of energy, water and materials, for example by high-efficiency ventilation and air conditioning with our own products, investing in energy- and water-efficient production equipment and investments in manufacturing technology to reduce the use of materials.
Systemair's newly constructed, ultramodern factory in Turkey is LEED Gold certified. LEED is the most-used classification system worldwide for green buildings. The factory has been planned and built to minimise environmental impact throughout the production chain. Examples of technical solutions used include high-efficiency air conditioning based on Systemair's own products; collection and use of water and rainwater; and energy-efficient production equipment.
For investments in machinery, energy efficiency is an obvious criterion, as are reviews of the premises in which we operate. Energy consumption in our factories is monitored monthly and is subject to internal and external benchmarking with a view to identifying effective solutions for achieving our goals.
Transporting components and products along the supply chain contributes to emissions. We are actively working to reduce these emissions by optimising transport flows and choices of transport mode. In 2020, an initiative was launched to implement an analytical tool to monitor, analyse and report our emissions. In 2021, the tool was rolled out, trialled by at nine production companies in Europe, and the data are currently being evaluated. To assure data quality, cooperation with an external partner has been established. The aim is to make our supply chain visible and to focus actively and systematically on improvements. We intend to start up full-scale measurements at these nine production companies in 2022 and add companies on an ongoing basis.
Data are compiled on incoming and outgoing transport operations procured by Systemair, from suppliers to production units and warehouses, and out to our customers. This analysis creates opportunities for emission reductions through choices of more environmentally friendly transport modes, such as changing from road and air to rail. For procurement of transport services, we have developed a standard contract
document that includes environmental aspects, to ensure that our partners are working towards the same goals.
Our policy is to mainly meet online and only travel when we really need to. Because Systemair is a global enterprise, business travel by road, rail and air is necessary. Many journeys are unavoidable, given that we need to meet our customers and other stakeholders. Our focus on virtual meetings, such as video conferences, has helped us reduce the need for travel and therefore also our carbon dioxide footprint. In addition, use of this technology has made us more time-efficient. The fact that, before the Covid-19 pandemic, we already had procedures in place to meet in other ways than physically, benefited us greatly over the past year. We were able, where necessary, to quickly switch to a situation where employees worked remotely. We can also see that this practice will in part remain, even after the pandemic is over, as there are benefits for both people and the environment. A more flexible and modern way of working, involving less travel, benefits not only the environment but also the work/life balance of employees.
At Skinnskatteberg, the Factory of the Future project is under way. One important aspect of the project is to create more efficient and sustainable production. To achieve this, the focus is on maximising resource use and minimising waste. Examples of improvements already implemented or in progress:
The Factory of the Future also leverages digitalisation and the rapid developments that are currently taking place.
Efficient internal material flows to keep lead times as short as possible. This offers several advantages. In addition to reducing handling and transport in the factory, it also minimises the risk of having to reject finished products that otherwise would be at risk of becoming obsolete when stored too long.
The factory procures only climate-compensated electricity (EPD-certified wind power). The greenhouse gas emissions caused, from a life cycle perspective, by the generation of electricity will also be climate compensated via Gold-Standard-marked emission reductions issued for expansion of renewable production. In addition, the factory is heated with minimal environmental impact by harnessing the heat of the lake alongside via high-efficiency heat pumps.
| 2020/21 | 2019/20 |
|---|---|
| 1,413 | 1,677 |
| 20,950 | 17,936 |
| 2,582 | 2,688 |
| 34,650 | 35,862 |
| 7,143 | 7,004 |
| 66,738 | 65,167 |
1) Use of natural gas increased from the preceding year. This was mostly due to an increase in production capacity and therefore surface area at two of our facilities, meaning that more energy is needed for heating.
2) Consumption of district heating increased from the preceding year. This is due to the acquisition of an additional facility and the fact that during the winter more heating was required than in the preceding year in several countries where we operate.
| 2020/21 | 2019/20 | |||
|---|---|---|---|---|
| Emissions (tons CO2e) |
Proportion of scope (%) |
Emissions (tons CO2e) |
Proportion of scope (%) |
|
| Scope 1 | ||||
| Oil | 377 | 7.2 | 448 | 9.6 |
| Gas | 4,232 | 81.3 | 3,623 | 77.2 |
| Gas, LNG | 596 | 11.5 | 621 | 13.2 |
| Total, Scope 1 | 5,206 | 100 | 4,692 | 100 |
| Scope 2 | ||||
| Electricity | 7,423 | 92.1 | 9,247 | 93.7 |
| Heating | 633 | 7.9 | 621 | 6.3 |
| Total, Scope 2 | 8,056 | 100 | 9,867 | 100 |
| Total emissions, Scopes 1 and 2 |
13,261 | 100 | 14,5591) | 100 |
1) Figures for 2019/20 have been adjusted. This is because there was an error in the calculation model for calculating the number of tons of CO2e for gas in Scope 1. In the Annual and Sustainability Report for 2019/20, 3 tons CO2e were reported for gas; this figure should have been 2,807 tons CO2e. Koolair in Spain has been added to the 2019/20 figures. This was missing last year, as Koolair was new to the Group and data were not available. Improved data availability in general and data quality screening have also had an impact.
| 2020/21 | 2019/20 | |||
|---|---|---|---|---|
| Carbon diox ide emissions (tons) |
Proportion of total scope (%) |
Carbon diox ide emissions (tons) |
Proportion of total scope (%) |
|
| Scope 1 | 5,206 | 39.3 | 4,692 | 32.2 |
| Scope 2 | 8,056 | 60.7 | 9,867 | 67.8 |
| Total1) | 13,261 | 100 | 14,559 | 100 |
1) Updated emission factors have been used for 2020/21 compared to 2019/20. As a result, carbon dioxide emissions decreased overall, although total energy consumption increased slightly. This is because updated country averages went down in 2020/21 and because more of our installations received actual emission factors from their energy suppliers.
Systemair has not yet analysed emissions within Scope 3. Preparations are underway to do so in the future.
Systemair strives constantly to reduce the burden on the environment from our products. We do this by developing energy-efficient products, by reducing our consumption of resources and by taking a life-cycle approach to product design. Staying at the forefront in the use of smart manufacturing technology is a constant, ongoing process.
With our extensive product range, we can create an optimal solution that contributes to a healthy indoor climate in all environments. Our solutions help to create a healthy work environment, that in turn creates the conditions for better productivity. Filtered air in the home is important to help us keep feeling well. Clean air and a pleasant temperature at the office and in schools make us feel and perform better. On industrial premises, large areas need to be ventilated and heated or cooled. Our air handling units extract impure air and ensure that work areas and production processes are correctly temperature-controlled. In multi-storey car parks, good ventilation is a safety issue. Our system of fire gas
fans meets strict requirements for carbon dioxide control and evacuation of dangerous smoke gases in the event of fire. It can also deliver a reduction of up to 80 percent in energy consumption in day-to-day operation.
Systemair has an ambitious program for reducing the climate impact of its products in air conditioning, both by using refrigerants with lower environmental impact and by designing products to contain lower volumes of refrigerants than before. In some product lines, a natural refrigerant such as propane has been introduced, lowering climate impact considerably.
Systemair is constantly developing the sustainability of its products by adopting a life cycle approach in product design, sub-component purchasing and production. This allows for a longer product lifetime, for example by making cleaning and maintenance easier. By participating in various standardisation and stakeholder organisations, we are able to maintain a high level of ambition. A commitment that we strengthened and enhanced during the year and that we will expand in the course of the year.
During the past year, Systemair also invested in the development of a new generation of products that help to create a better indoor climate with higher energy efficiency. For example, we
Certain refrigerants are significant factors in global warming. These refrigerants, also known as F-gases, have a high GWP (global warming potential). Against that background, Systemair has a strategy for a transition to more sustainable alternatives. This transition will be achieved by adapting products using refrigerants with a lower GWP. Our recently launched Sysaqua Blue is a good example of a product from this initiative. The newly developed heat pump uses the natural refrigerant R290, which has a GWP of 3. This compares to most other refrigerants, which have a GWP of between 1500 and 4000. Also, in markets that are not yet ready for R290, another refrigerant, R32, which also has a low GWP, is being phased in. The aim is to be able to provide refrigerants with the lowest possible GWP, based on what the market is ready for. The ambition is – together with the new heat exchanger design that reduces the amount of refrigerant – to reduce the environmental footprint by more than 75 percent in the years ahead. R290
stepped up the pace of development in regulator and control systems that help create an indoor climate that dynamically adapts to demand.
New official requirements – both from the EU and at national level in and outside Europe – are bringing an increasingly sharp focus to bear on energy consumption in ventilation products such as air handling units and fans. Against that background, energy efficiency remains a crucial focal point in Systemair's product development. We are constantly seeking new solutions to reduce energy consumption by components and products, and adapt our products to the rules in force in each market. Increased energy requirements for buildings, for example through new legislation, mean tougher
demands for energy efficiency. Demandled ventilation, heating and cooling make it possible to achieve a healthy indoor climate in an energy-efficient way. Systemair's products are simple to install and, connected into larger systems, help deliver high efficiency in large and small facilities.
Systemair strives to select materials that are good from a product life cycle perspective and we follow the changes that are emerging in the various regulations for sustainable products.
Systemair continues to invest in manufacturing technologies that can reduce waste during production of our products. For example, we have invested in coil
equipment in several of our factories, where we have switched from flat sheet to sheet on coils, cutting material consumption by an average of 12 percent. In addition to reducing waste, we also focus on sorting and recovering waste in production. Materials recovered include steel, aluminium and packaging materials.
Key in driving our product development are the expectations of the market, as well as the need to satisfy the requirements of EU directives and regulations. We have a strong commitment to eco-design and work with skills development on issues such as circularity and the existing and future requirements regarding a product's environmental and climate footprint from a life cycle perspective.
Metal components 27% Motors 21% Electrical components 15% Components for heating 7% Air conditioning components 7% Other components 17% Consumables and services 6%
The chart shows a percentage breakdown of Systemair's external purchases of components in 2020/21, by product category. The biggest product categories are motors and metal components, but electrical components, heating and air conditioning components etc. are also bought in for use as components in Systemair's products and solutions.
Systemair shares have been listed on the Mid Cap list of the NASDAQ OMX Exchange Nordic since 12 October 2007. The initial offer price was SEK 78 per share, corresponding to a market capitalisation of approximately SEK 4.1 billion. The market capitalisation on 30 April 2021 was approximately SEK 13.2 billion (7.2). The share's trading symbol is SYSR.
At the end of the 2020/21 financial year, the closing share price was SEK 254.00, a rise of 83.8 percent from the price at the start of the financial year. In the same period, the OMX Stockholm's PI Index rose by 49.1 percent. The number of Systemair shares traded on the NASDAQ OMX Nordic Exchange Stockholm totalled 15,388,069 (7,331,989), corresponding to a turnover rate of 30 percent (14) in the financial year.
The Company's share capital totals SEK 52.0 million, represented by 52,000,000 shares with the same number of votes. The quotient value is SEK 1.00 per share.
In 2020, the AGM resolved to authorise the Board, on one or more occasions during the period until the next AGM,
with or without deviation from the preferential rights of the shareholders, to decide to increase the Company's share capital by issuing new shares. On the basis of that authorisation, the Company may issue new shares equal to no more than ten percent of the number of shares in the Company in issue at the time of the 2020 AGM. Any such issue shall be made on market conditions, with the right reserved to offer an issue discount where appropriate.
The holdings of the two largest shareholders, Färna Invest AB and ebm-papst AB, both changed during the year. Färna Invest AB acquired 100,000 shares in June 2020, increasing its holding from 42.6 percent to 42.8 percent. ebm-papst AB sold 5.5 million shares in Systemair in June 2020, changing its holding from 21.3 percent to 10.7 percent. This corresponded to around half of ebm-papst's former holding and 10.6 percent of the total number of shares in Systemair. Other major shareholders are Swedbank Robur Fonder with 10.2 percent (5.3), Didner & Gerge Fonder Aktiebolag with 4.9 percent (–) and Nordea Investment Funds with 4.0 percent (6.9). The number of shareholders at the end of the accounting period, 30 April 2021, was 4,639 (4,303).
The Board of Directors recommends that the AGM approve a dividend of SEK 3.00 (–) per share. As a result, shareholders' dividend payments for the 2020/21 financial year will amount to SEK 156,0 million. The dividend represents 38 percent of the Group's profit after tax, slightly below Systemair's financial target of paying out 40 percent of net profit.
Management participates actively in meetings with analysts, investors, other shareholders and the media. This is crucial for stimulating interest in the Systemair share and to give both current and new shareholders ample opportunity to value the Group as fairly as possible. Press releases are distributed without delay as soon as an event of material importance to the business occurs. These have also been archived on the Company's website since the IPO in 2007. Interim reports are also published in the form of press releases and have been archived on the website since 2007. Year-end accounts are published on the website and have been archived there since 2005. Financial data has also been published on the website since 2007. Similarly, share data has been available there since the IPO in 2007.
| Size of holding | No. of shareholders | No. of shares | Share of total shares held (%) |
Market value (SEK thousand) |
|---|---|---|---|---|
| 1–500 | 4,001 | 419,131 | 0.81 | 106,459 |
| 501–1,000 | 268 | 216,949 | 0.42 | 55,105 |
| 1,001–5,000 | 218 | 479,318 | 0.92 | 121,747 |
| 5,001–20,000 | 70 | 777,722 | 1.50 | 197,541 |
| 20,001– | 82 | 50,106,880 | 96.36 | 12,727,148 |
| Total | 4,639 | 52,000,000 | 100.00 | 13,208,000 |
| Proportion (%) | No. of shares | |
|---|---|---|
| Färna Invest AB1) | 42.82 | 22,264,162 |
| ebm-papst AB | 10.69 | 5,559,770 |
| Swedbank Robur Fonder | 10.18 | 5,295,001 |
| Didner & Gerge Fonder Aktiebolag | 4.88 | 2,536,070 |
| Nordea Investments Funds | 4.02 | 2,088,534 |
| Alecta Pensionsförsäkring, Ömsesidigt | 4.00 | 2,079,000 |
| Lannebo Fonder | 3.98 | 2,069,677 |
| JP Morgan Bank Luxembourg S.A. | 2.84 | 1,475,232 |
| Handelsbanken Fonder | 2.22 | 1,154,441 |
| SEB Investment Management | 1.51 | 785,661 |
| 87.13 | 45,307,548 | |
| Others | 12.87 | 6,692,452 |
| TOTAL | 100 | 52,000,000 |
Shareholders grouped according to Euroclear.
1) Board Chairman Gerald Engström's wholly owned private company
Source: Shareholders' register at Euroclear AB, 30 April 2021.
| 2020/21 | 2019/20 | 2018/19 | 2017/18 | 2016/17 | |
|---|---|---|---|---|---|
| No. of shares at 30/4 | 52,000,000 | 52,000,000 52,000,000 52,000,000 52,000,000 | |||
| After tax earnings per share (SEK) | 7.81 | 7.34 | 6.18 | 4.43 | 5.66 |
| Cash flow per share (SEK) | 19.11 | 16.24 | 7.43 | 4.32 | 8.93 |
| Equity per share (SEK) | 63.56 | 59.32 | 54.60 | 50.39 | 45.79 |
| Share price, end of accounting period | 254.00 | 138.20 | 115.00 | 115.80 | 157.50 |
| High during the year (SEK) | 294.50 | 190.00 | 120.80 | 158.50 | 160.50 |
| Low during the year (SEK) | 127.80 | 100.50 | 84.10 | 99.20 | 95.25 |
| Dividend per share, proposed (SEK) | 3.00 | – | 2.00 | 2.00 | 2.00 |
| After tax P/E ratio | 32.52 | 18.83 | 18.61 | 26.14 | 27.83 |
| Direct yield (%) | 1.18 | – | 1.74 | 1.73 | 1.27 |
| Payout ratio (%) | 38.41 | – | 32.36 | 45.15 | 35.34 |
| Trading volume | 15,388,069 | 7,331,989 | 3,771,714 | 7,304,636 | 4,723,445 |
| Turnover rate (%) | 29.59 | 14.10 | 7.25 | 14.05 | 9.08 |
1) The Board of Directors proposes a dividend of SEK 3.00 (–) per share, for approval by the Annual General Meeting to be held in Skinnskatteberg on 26 August 2021.
| Year | Event | Quotient value |
Increase in share capital |
Total shares | Total no. of shares |
|---|---|---|---|---|---|
| 1993/94 | Bonus issue, Series A shares | 100 | 7,000,000 | 10,000,000 | 100,000 |
| 1994/95 | New issue, Series A shares | 100 | 14,000,000 | 24,000,000 | 240,000 |
| 1995/96 | Bonus issue, Series A shares | 100 | 26,000,000 | 50,000,000 | 500,000 |
| 2005/06 | New issue, Series B shares | 100 | 2,000,000 | 52,000,000 | 520,000 |
| 2006/07 | 100:1 split | 1 | – | 52,000,000 | 52,000,000 |
| 2007/08 | Reregistration of shares to one type | 1 | - | 52,000,000 | 52,000,000 |
Financial companies 33.23%
The analysts who have regularly followed Systemair's progress during the financial year are as follows:
Capital Markets Marcela Klang, +46 (0)70-603 51 18
Nordea Markets Carl Ragnerstam, +46 (0)10-156 28 17
Kepler Cheuvreux Douglas Lindahl, +46 (0)8-723 51 73
Henrik Alveskog, +46 (0)8-545 013 45
Hjalmar Jernström +46 (0)8-463 80 95
Systemair's business involves risks that to a varying extent may adversely affect the Group. These risks may in the short and the long term affect the Company's ability to attain set goals according to the Company's business plan.
| Risk category Risk | Description | Risk level |
Risk control measures in 2020/21 | |
|---|---|---|---|---|
| Market risks | Market and competition risk |
A widespread financial crisis and economic downturn. Aggressive price-cutting strate gies by competitors. |
● | Monthly monitoring of market and sales trends enables quick action to be taken. Highly diversified sales, with customers in many countries and sec tors. Local managers have the responsibility and mandate to defend sales prices, volumes and gross margins. |
| Macroeconomic developments |
Risk of contraction in new building due to higher interest rates, performance of stock market, political decisions etc. |
● | Restructuring programme performed to realign production capacity. Continued focus on products for the renovation market, which is expected to become more important as a result of energy saving programmes. |
|
| International business operations |
Risk of negative trade policy decisions or customs duties. Risk of political instability. |
● | Systemair is active in most industry organisations in the areas where the Company is established, in order to obtain information early and influence decisions. |
|
| Operational risks |
Suppliers | Dependence on major suppliers of, for example, fan motors, and sensitivity to fluc tuations in the prices of commodities such as sheet metal and copper. |
● | Systemair has built up a centralised purchasing organisation to minimise these risks and systematically assess strategically important suppliers. Long-term strategic supplier relationships assure good availability of components. |
| Production plant and distribution centres |
Risk that an important plant or item of equipment is seriously damaged, for example by fire or leaking. |
● | Insurance cover and disaster plans, including crisis management plan, drills and communication plan are updated annually. Fire protection is evaluated and upgraded on an ongoing basis. |
|
| Business combina tions |
Risk that customers, suppliers or key people leave the Company. Integration and syner gies take longer than expected. |
● | In recent years, Systemair has made a policy decision not to engage in acquisitions of companies where major resources are required for integra tion and transformation. At the same time, the Group has long experience of business integration. |
|
| IT infrastructure | Risk of disruption in access to Group-wide ERP systems. |
● | Continuous improvement in processes and systems for increased operat ing reliability. In recent years, Systemair has made major investments in upgrading IT systems. IT Systems are regularly audited by in-house personnel and external auditors and consultants. |
|
| Product liability | The risk that products do not meet specifi cations, which may lead to claims from customers. |
● | The Company maintains global product liability insurance for SEK 200 mil lion, which was updated during the year. Several strategically important product development projects have been centralised in recent years to reduce costs and ensure a seamless product development process. |
|
| Financial risks |
Foreign exchange risk – transaction exposure |
Major transactions take place in currencies such as EUR, which represents a currency exposure. |
● | Currency hedging is arranged for around 50 percent of the EUR/SEK exposure. |
| Currency risk – translation exposure |
Foreign assets and liabilities are translated to Swedish kronor on consolidation. |
● | Major investments are often financed via borrowing in the same currency. | |
| Borrowing and interest rate risk |
The risk that sharply changing circumstances in a company's market create problems in raising new loans. Significantly lower interest rates may result in poorer earnings for the Group. |
● | Financial risk management is discussed regularly by the audit committee and the Board. Financing in the Group has for the most part been central ised to within the Parent Company. |
|
| Credit and liquidity risk |
The risk that a customer will be unable to fulfil his payment obligations. |
● | Strict credit policies are applied and there is no major concentration of credit risk. Systemair works actively on improving routines and processes for creditworthiness assessment. |
|
| Other risks | Brand | Risk that products do not live up to the brand promise, do not maintain high quality, are not safe or do not deliver low environ mental impact. |
● | Systemair tests and quality assures all its products. Quality and production audits are performed regularly by the Group's factories. |
| Sustainability work | The risk that the Company's sustainability work does not live up to external expecta tions and requirements. |
● | In 2020/21, sustainability work was strengthened by the appointment of a dedicated global sustainability manager to continue to develop sustain ability work and ensure the right focus and momentum in that work. |
|
| Climate | The risk that the Company's climate work does not live up to external expectations and requirements. The risk that our products do not live up to the energy efficiency require ments of customers and governments. |
● | Systemair is continuously working on reducing the climate impact of its oper ations, for example by transitioning to renewable energy, by transport plan ning and by increased use of video conferencing. Energy efficiency is central to Systemair's product development, and the Company is constantly seeking new solutions to reduce energy consumption in components and products. |
● Low ● Medium ● High
At Systemair AB (publ), corporate governance is exercised via the Annual General Meeting (AGM), the Company's Articles of Association, the Board of Directors and the President, in accordance with the Swedish Companies Act, the Swedish Annual Accounts Act, the NASDAQ OMX Stockholm Rule Book for Issuers and the Swedish Code of Corporate Governance.
It is generally accepted practice in the stock market for Swedish companies whose shares are listed for trading in a regulated market to apply the Code. Systemair applies the Code without exceptions.
The AGM has appointed a nominating committee consisting of representatives of the three largest shareholders. Following consultation with the Company's three largest shareholders, ebm-papst AB decided to waive representation in the nominating committee. The fourth largest shareholder, Didner & Gerge Fonder, was therefore contacted. The following were appointed as members of the committee:
Chairman of the Nomination Committee is Ulrik Grönvall, representing Swedbank Robur Fonder, which owns 10.2 percent of the capital and votes. Gerald Engström, also Chairman of the Board, represents the wholly owned subsidiary Färna Invest, which owns 42.8 percent of the share capital and votes. Didner & Gerge Fonder holds 4.9 percent of the share capital and is represented in the nominating committee by Henrik Didner.
Systemair AB (org. reg. no. 556160-4108), headquartered at Skinnskatteberg in the County of Västmanland, central Sweden. The Company's shares have been quoted on the Mid Cap List of Nasdaq Stockholm since 12 October 2007. The Company's trading symbol is SYSR. At the end of the accounting period,
Systemair AB had 4,639 shareholders. The largest individual shareholder is Färna Invest AB, which owns 42.8 percent of the capital and votes and is 100 percent controlled by the Board Chairman Gerald Engström. Other major shareholders are ebm-papst AB, Järfälla, Sweden, wholly owned subsidiary of ebm-papst GmbH, Mulfingen, Germany, with 10.7 percent of the capital and votes, and Swedbank Robur Fonder, with 10.2 percent of the capital and votes. All shares have a quotient value of SEK 1.00. At the financial year-end, 30 April 2021, the total number of shares outstanding was 52,000,000, all of the same class. For more information, see section "The Systemair Share" on page 44.
Systemair is a limited company whose business is to conduct the manufacture and sale of ventilation and heating products. The Board of Directors shall consist of no fewer than three and no more than eight members and no more than three deputy members. In addition, the trade unions are entitled by Swedish law to appoint two members and two deputies. The Board of Directors shall have its registered office in Skinnskatteberg Municipality, Västmanland County. The Company's Annual Report and the management of the Company by the Board of Directors and the President shall be audited by a registered public accounting firm or an auditor, with or without a deputy auditor. The Company's financial year shall be 1 May–30 April. For the complete articles of association, please visit Systemair's website: https://group. systemair.com/se/investerare/ information/bolagsstyrning/.
Budget
In the spring, the Board addresses the Group's budget for the year ahead.
In June, the Board discusses the annual accounts for the past year; the meeting is also attended by the Company's auditor.
Strategy During the autumn, the Board arranges an in-depth discussion of strategy.
Visit to subsidiaries To gain a greater depth of understanding of the business.
The 2020 AGM resolved that the nominating committee shall be made up of representatives of three of the biggest shareholders. The record date for determining the three largest shareholders was 31 January 2021. Following consultation with the Company's three largest shareholders, ebm-papst AB decided to waive representation in the nominating committee. The fourth largest shareholder, Didner & Gerge Fonder, was therefore invited to take up representation on the committee. The nominating committee shall submit nominations for the Chairman of the AGM, the Board and Chairman of the Board, the choice of auditors in consultation with the audit committee, proposed fees to the Chairman of the Board and other Board members, remuneration for work on committees and proposed auditors' fees. These proposals shall be presented to the AGM. The nominating committee held two minuted meetings in 2020/21. No remuneration was paid for work on the nominating committee. The proposals of the nominating committee to the 2021 AGM are listed in the Notice of AGM, published on the Systemair website at group.systemair.com. Shareholders wishing to submit proposals to the nominating committee may do so by e-mail to any member of the nominating committee.
Systemair's diversity policy regarding the size and composition of the Board states that Systemair AB's Board of Directors must be of a size and composition that ensures its ability to administer the Company's affairs with integrity and efficiency. The Board's composition must be characterised by diversity and breadth in terms of competence, experience and
background. The Board must also strive to achieve gender balance. The majority of the Board members elected by the General Meeting must be independent of the Company and the Company's Management Board. No Board member shall be appointed for a longer period than to the end of the following AGM.
In the period until the 2020 AGM, Systemair's Board of Directors comprised five members: Carina Andersson, Gerald Engström (Chairman), Patrik Nolåker, Svein Nilsen and Gunilla Spongh, all elected by the AGM. At the 2020 AGM, all were re-elected. Gerald Engström was elected Chairman of the Board. The employees elected two representatives, Åke Henningsson, Unionen, and Ricky Sten, IF Metall. More detailed biographies of the members of the Board of Directors are provided on pages 52–53 of this annual report.
Anders Ulff, CFO, serves as Board Secretary. As the table shows, all members of the Board elected by the AGM except for Gerald Engström are independent of Systemair. Senior executives participate as needed in Board meetings in a reporting capacity.
During the 2020/21 financial year, the Board held eight meetings and one statutory meeting. According to the Board's rules of procedure, the Board must meet at least six times during the financial year. All decisions taken by the Board were unanimous and placed on record. The work of the Board is governed by annually approved standard procedures that regulate the work of the Board and its internal allocation of tasks, including committees, the decision-making process within the Board and the Board's meeting procedures. The President also maintains regular contact with the Chairman of the Board. During the year,
| Member | Representative of | Contact (e-mail) |
|---|---|---|
| Ulrik Grönvall, Chairman of the nominating committee |
Swedbank Robur Fonder | [email protected] |
| Henrik Didner | Didner & Gerge Fonder AB | [email protected] |
| Gerald Engström | Färna Invest AB, and Board Chairman | gerald.engströ[email protected] |
| Dependent/Independent | ||||||
|---|---|---|---|---|---|---|
| Directors | committee | committee | elected | Company | Shareholder | |
| 9 | 1 | 6 | ||||
| 9 | 1 | – | 1974 | Dep. | Dep. | |
| 9 | 1 | 6 | 2015 | Indep. | Indep. | |
| 9 | – | – | 2016 | Indep. | Indep. | |
| 8 | 1 | – | 2016 | Indep. | Indep. | |
| 9 | – | 6 | 2019 | Indep. | Indep. | |
| 9 | – | – | 2015 | – | – | |
| 9 | – | – | 2014 | – | – | |
| Board of | Remuneration | Audit | Year |
1) Employee representative.
the Board of Directors evaluated its work. All directors participated in the assessment and provided observations. The Chairman of the Board is responsible for the evaluation.
The Board appointed a remuneration committee consisting of Carina Andersson (Chair), Gerald Engström and Patrik Nolåker. The committee's functions are:
The members of the committee are appointed annually by the Board at the first ordinary Board meeting. The committee shall consist of three members. No member may participate in issues related to his or her own remuneration. Over the financial year, the committee held one minuted meeting, at which all members were present.
The Board appointed an audit committee consisting of Board members Carina Andersson and Gunilla Spongh (Chair). The committee's tasks include:
The committee held six minuted meetings, which were also attended by the Company's CFO, a Group controller and an auditor. These meetings addressed issues such as the risk assessment of internal control and risk management with respect to financial reporting, procurement of auditing services and IT security. Reports were submitted from internal audits performed. The findings of the meetings were minuted and presented at the next Board meeting.
President Roland Kasper, who is also Chief Executive Officer of the Parent Company, is responsible for day-to-day control of
the Group. He receives reports from the Group's Executive Management Team, comprising Vice President Marketing – Eastern Europe and CIS Fredrik Andersson, Vice President Sales and Marketing Olle Glassel, Vice President Business Development Taina Horgan, Vice President Marketing – Middle East and Asia Kurt Maurer, Vice President Manufacturing Ulrika Molander, Vice President Marketing Frico and President of Systemair AS Norway Björn-Osvald Skandsen and Chief Financial Officer Anders Ulff. CEO Roland Kasper oversees the work of the Group's Executive Management Team.
Group Management holds regular meetings during the year to review the performance of the Group and individual subsidiaries, as well as the market and business situation, and to take decisions on strategic and operational issues within frameworks set by the Board. One of these yearly meetings is widerranging, with more detailed discussion and planning for operations and target setting at Group and subsidiary levels. Systemair's organisation is characterised by a simple, straightforward style of communication, so ongoing informal contact among Company executives is also key to the management culture. The Executive Management Team is supported by functions at Group level for Group financing, treasury, business development, product development, production, purchasing, logistics, communication and IT.
The Systemair Group consists of 86 operating companies. The Parent Company is Systemair AB (co. reg. no. 556160-4108), which owns most of the subsidiaries directly. All subsidiaries are 100 percentowned, apart from Divid AB i Jönköping, Sweden, which is 60 percent-owned, Systemair-HSK, Turkey, which is 90 percent-owned, Systemair Traydus, Brazil, which is 75 percent-owned, Systemair Maroc, Morocco, which is 60 percentowned, Burda, Germany, which is 50 percent-owned and Frico A/S, Denmark, which is 60 percent-owned.
Operating activities in the subsidiaries are governed at overall level via business boards, which may best be described as executive steering committees for the subsidiaries. Each of these consists of one or two members of Group Management and/or other key person from the Parent Company, plus the subsidiary's MD. Each business board sets targets and monitors financial outcomes; takes decisions on major market and product issues; and serves as the link between Parent Company and the particular subsidiary regarding various organisational matters. Business boards meet two to four times each year. Each subsidiary also has a formal board of directors, if required by law in that country.
At the 2020 AGM, guidelines on senior executive remuneration were adopted. Remuneration to senior executives shall – based on the conditions in the market in which the Company operates and the environment in which the particular executive works – be competitive, enable the recruitment of new executives and motivate senior executives to remain with the Company. "Senior executives" refers to the President and other members of Group Management. The system of remuneration shall consist of a fixed salary and pension but may also include variable salary and benefits such as, for example, a company car. In addition to the above, special incentive programmes approved by the AGM may apply. Fixed salary and benefits are to be determined individually based on the aforementioned criteria and the specific competence of the executive. Variable remuneration shall be based on results judged according to personal, clearly defined and measurable qualitative and quantitative goals aimed at promoting the strategy, long-term value-creation and sustainability of the Company. The variable portion is paid as a proportion of the fixed salary and may amount to no more than 40 percent of the annual salary for the Chief Executive Officer and
25 percent for other senior executives. Remuneration to the President and other senior executives is described in Note 11.
The President's employment may be terminated with 12 months' notice by the Company or six months' notice by the President. For other senior executives, the period of notice is as stated in the applicable collective bargaining agreement or is no more than 12 months from the Company or six months from the employee. No other agreements entitle the President or other senior executives to severance pay.
The Chairman and the directors do not receive any pension benefits in connection with their Board duties. The pensionable age for all senior executives is 65 years. As a principle, pensions shall be premium-based and shall not exceed 35 percent of the fixed salary. The size of the pension shall adhere to the same criteria as above and shall be based on fixed salary. The Board is entitled to depart from these guidelines if justified in any particular case. Pension costs for senior executives totalled SEK 4.4 million in 2020/21.
At the Annual General Meeting on 26 August 2020 in Skinnskatteberg, 91 voting shareholders were present – or had submitted valid postal votes – corresponding to 82 percent of the number of shares and votes in the company. Gerald Engström, Chairman of the Board, was appointed to chair the meeting. The Chairman, Gerald Engström, informed the AGM of the work of the Board and reported on the guidelines for remuneration to senior executives and on the work of the Board's committees. In addition, CEO Roland Kasper reported on Systemair's business during the 2019/20 financial year. Åsa Lundvall, auditor in charge, presented sections of the audit report.
Resolutions adopted at the AGM:
To elect Gerald Engström as Chairman of the Board.
To pay a Board fee of SEK 600,000 to the Chairman and SEK 300,000 to each director not employed by the Company, together with an extra fee of SEK 400,000 to the Chairman of the Board for work in connection with acquisition and strategy issues. In addition, fees shall be paid to the audit committee in a total amount of SEK 90,000, with SEK 60,000 being paid to the committee chairman and SEK 30,000 to the other member. In addition, remuneration to the Remuneration Committee shall amount to SEK 25,000 to the chairman of the committee and no remuneration to any other member. A fee of SEK 30,000 shall be paid to each employee representative.
The minutes from the 2020 AGM are available on Systemair's website at: https://group.systemair.com/se/investerare/information/aarsstaemma/
Under the Swedish Companies Act and the Swedish Code of Corporate Governance, the Board is responsible for internal control. This report has been drawn up in accordance with the Swedish Annual Accounts Act. It describes how the internal control of financial reporting is performed. The Board thus has an important role to play in quality assuring financial reporting, which includes issues of internal control and compliance, verification of reported amounts and estimates and other issues that could influence the quality of the financial disclosures. Internal control is based on the structure in the framework for internal control referred to as the COSO model, from the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Effective work by the Board of Directors is the basis of effective internal control. The control environment in Systemair is characterised by short paths between Group management and the operational units. The Board of Directors has adopted several key documents to create and maintain a smoothly functioning control environment that is material to financial reporting. These include the Board of Directors' rules of procedure, instructions for the CEO, a financial policy and accounting manuals. Instructions and guidelines for financial reporting are prepared and updated continuously by the Parent Company's group finance team. An audit committee has been established within the Board of Directors. Its task is to ensure that policies adopted for the financial reporting and internal control are complied with and developed. The committee also maintains day-to-day relationship with the Company's auditor. The audit committee and the Board include accounting and auditing issues as a regular item on the agenda at the four Board meetings at which quarterly reports are discussed.
Systemair's Board of Directors is responsible for identifying and managing significant financial risks and risks of errors in financial reporting. With respect to financial reporting, the primary risk is deemed to be material errors arising in the disclosures of the Company's results and position. The Board, audit committee and management continuously assess reporting from a risk viewpoint, in which comparisons of income statement and balance sheet items with previous disclosures and budgets form an essential element. In addition, regular risk assessments are conducted in connection with strategic planning, budgeting, forecasting and acquisition activities.
Key instructions and guidelines for financial reporting are prepared and updated continuously by the Parent Company's group finance team and are readily accessible on the Group's intranet.
All companies in the Group report within five working days after the end of the month in a common group consolidation and reporting system so that, for example, any deviations or errors can be rectified.
At the end of the accounting period, the Group comprised around 90 subsidiaries that for the most part are owned directly by the Parent Company, Systemair AB. The subsidiaries are legal entities with their own comprehensive income statements and balance sheets. Each individual subsidiary reports to the Parent Company every month, where consolidation is performed.
Group controllers are directly responsible for following up a number of companies that they continuously monitor and analyse. Outcome is reviewed regularly against plans and targets in consultation with representatives of the subsidiaries, business boards and Group management.
For the majority of subsidiaries, the Group has a common, fully-integrated ERP system that serves as a highly efficient tool for management, control and follow-up. For major decisions such as those in connection with acquisitions, investments and significant contracts, clearly-defined decisionmaking methods and processes are in place.
In addition, every unit normally also receives regular visits by representatives of business boards and Group Management for ongoing evaluation of internal control and financial reporting. In 2020/21, however, the ongoing pandemic resulted in most of these meetings being conducted digitally.
The President and the CFO are jointly responsible for the accuracy and good quality of all information published externally, including quarterly reports, press releases and company presentations in conjunction with analysts' meetings. The tasks of the Company's auditor include reviewing accounting issues that are material to financial reporting and reporting his or her observations to the Board.
Each month, the Board receives a reporting package that includes the complete financial reports for each important subsidiary, as well as the consolidated financial reports for the Group. Several key performance measures and benchmarks are also included. These reports enable the results for the period to be compared with budget and the outcome for preceding years.
The Board's standard operation procedure regulates which reports and information of a financial nature will be presented on an ongoing basis and to each Board meeting.
To promote awareness of policies and manuals among the Group's employees, information is available to all concerned on the Group's intranet. To ensure that external information is accurate and comprehensive, the Board of Directors has therefore adopted a Communication Policy.
Systemair is characterised by simplicity in its legal and operational structure, and by smoothly functioning and well-established management and control systems. The Board, remuneration committee and Group Management monitor compliance with policies and guidelines adopted. At every Board meeting, the Company's financial situation is discussed, and prior to the publication of quarterly reports and annual reports, the Board reviews the financial information. Each month, Group Management and business board members review the performance of each subsidiary and discuss deviations from plan with the CEO of the subsidiary concerned.
The tasks of the external auditors include supervising internal control in the Group companies annually. The auditors maintain continuous contact with and report directly to the Board of Directors. During the year, the group finance performed several internal audits of subsidiaries. This work adheres to a standardised model, in which various material issues associated with internal guidelines and policies are followed up.
Working procedures for internal audits are being developed continuously, and an annual plan for audit activities has been adopted and is discussed by the Board.
Systemair has a simple operating structure with excellent environment for internal control. Compliance with the system of governance and internal control developed by the Company is regularly followed up by the Group controllers. In addition, ongoing follow-up is performed by the business boards and Group management. Further control and follow-up is conducted by the Board of Directors.
Day-to-day dialogue between the Company and its external auditors and the checks carried out by the above-mentioned bodies are considered at present to be adequate to ensure that internal control remains effective. Every year, the Board evaluates the need for internal auditing. To date, it has concluded that a separate internal auditing function would not deliver any material benefit. This judgement is assessed continuously, and a review will take place in the 2021/22 financial year.
Chairman, AQ Group, ViaCon Group, Saferoad Group and Fibo Group. Director, iMPREG Group. Education: Upper secondary qualification in Engineering, MSc in Business Administration and MBA from the Maastricht School of Management. Formerly: CEO at Dywidag Systems International S.a.r.l. and Alimak Hek Group; senior positions at Atlas Copco, ABB etc. Holding: 4,000 Born: 1963 Year elected: 2016 Independent: Yes
Chair, Bluefish Pharmaceuticals. Deputy Chair, Swedish Stirling. Board member, AQ group, Byggmax, Consivo group, Lernia, Meds, Momentum group and Pierce group. Education: M.Sc. Industrial Economics, Institute of Technology at Linköping University. Formerly: CFO Preem, Head of International Affairs and CFO Mekonomen Group, CFO Enea and CFO CashGuard. Holding: 654 Born: 1966 Year elected: 2019 Independent: Yes
Education: B.Sc. in Engineering, with Heating, Ventilation & Sanitation, from the Norwegian University of Science and Technology (NTNU), Trondheim. Formerly: Vice President Marketing, Systemair AB, etc. Holding: 5,000 Born: 1947 Year elected: 2016 Independent: Yes
Chairman, Bluefish Pharmaceuticals AB.
Director, Hanza Holding. Education: Upper secondary school qualification in Engineering, Business Studies at Stockholm University. Formerly: Chief Executive Officer and President of Systemair AB and CEO of Ziehl-ebm AB etc. Holding: 22,264,162 (shares owned by Färna Invest AB). Born: 1948 Year elected: 1974 Independent: No
Director, Beijer Alma AB, BE Group AB, Gränges AB, Detection Technology Oyj and Swedish Stirling. Education: Mining Engineering degree from the Royal Institute of Technology Stockholm (KTH). Formerly: Senior position at Sandvik AB, CEO, Ramnäs Bruk AB and Scana Ramnäs AB. Holding: 1,000 Born: 1964 Year elected: 2015 Independent: Yes
Current position: Materials Handler Holding: – Born: 1968 Year elected: 2014
Employee Representative Current position: Technical Consultant Holding: 400 Born: 1957 Year elected: 2015
Vice President Marketing Middle East and Asia, CEO Menerga.
Education: Mechanical Engineering Diploma, Heilbronn University, Germany. Formerly: Technical Director, Lti Lüftungstechnik; Product Development, Rosenberg; Product Development, ebm-papst. Holding: 77,308 Born: 1959 Employed since: 1994
Vice President Business Development
Education: Dipl. in Business Economics, IHM Business School. Formerly: Sales and Marketing Director, Fläkt Group. Holding: – Born: 1965 Employed since: 2019
Marketing Director Frico and CEO Systemair AS, Norway
Education: Master's degree in Mechanical Engineering, Norwegian University of Technology and Science and an MBA in Brand Management, Norwegian School of Economics. Formerly: Director of Technology and Marketing at GK Inneklima, Head of Technical Support at Systemair Group and Head of Sales at Systemair Sweden. Holding: 750 Born: 1973
Employed since: 2018, 2000–2006
Vice President Sales and Marketing
Education: Qualified Ventilation Engineer, Diploma in Business Administration. Formerly: MD, Systemair Ltd, United Kingdom, Sales Director, Systemair, Sweden. Holding: 13,200 Born: 1966 Employed since: 2002
Education: M.Sc. Business Administration, Uppsala University. Formerly: Auditor and consultant, Ernst & Young; Financial Director, Systemair. Holding: 39,500 Born: 1967 Employed since: 1999
Vice President Marketing – Eastern Europe and CIS
Education: Master's degree in International Economics, with Russian and German, Uppsala University. Formerly: Export Manager and Russia Manager Systemair, Managing Director, Fläkt Woods, Russia. Holding: 5,640 Born: 1966 Employed since: 2014, 1997–2012
Education: Mechanical Engineering Diploma. Technology Engineering Diploma, University of Applied Sciences Giessen-Friedberg, Germany. Formerly: Product Manager, Fläkt Woods Group and ABB Ventilation Products GmbH. Holding: 23,200 Born: 1969 Employed since: 2007
Vice President Manufacturing Education: Graduate engineer, Borås University. Formerly: President, BDX Företagen AB. Operations Director, Sapa Profiler AB. Holding: 672 Born: 1966 Employed since: 2016
The Board of Directors and President of Systemair AB (publ), organisation registration number 556160-4108, hereby present the Company's annual report and consolidated accounts for the 2020/21 financial year, the Company's 48th year of operations. Systemair AB (publ) has its registered office and head office in Skinnskatteberg, Sweden.
The Group's brands are Systemair, Frico, Fantech and Menerga.
Systemair offers a standardised, energy-efficient range of ventilation products, including fans, air terminal devices, air handling units and chillers, with the emphasis on simplifying the task of contractors.
Frico specialises in air-based heating systems such as air curtains, fan heaters and radiant heaters.
Fantech is the brand used in North America. Its products include fans and other ventilation products, as well as heat recovery units for single-family homes.
Menerga supplies air handling units for swimming pools, as well as comfort and process ventilation equipment of extra high efficiency.
With production plants in 20 countries (Sweden, Denmark, Norway, France, Italy, the Netherlands, Spain, Germany, Lithuania, Slovakia, Slovenia, the Czech Republic, Australia, Brazil, Canada, the USA, India, Malaysia, South Africa and Turkey) and total production and warehousing facilities extending to more than 350,000 m2, Systemair is an important international actor in its product areas.
Systemair's products are marketed via the Group's own sales companies in around 50 countries and via agents and distributors in another approximately 80 countries. The Group's customers are primarily ventilation contractors and distributors of ventilation and electrical products.
The Company's share capital totals SEK 52.0 million, represented by 52,000,000 shares with the same number of votes. The quotient value is SEK 1.00 per share.
Since 12 October 2007, Systemair shares have been quoted (trading symbol: SYSR) on the Mid Cap List of the Nasdaq OMX Nordic Exchange in Stockholm. The number of shareholders is just over 4,600.
In the period until the 2020 AGM, Systemair's Board of Directors comprised five members: Carina Andersson, Gerald Engström (Chairman), Patrik Nolåker, Svein Nilsen and Gunilla Spongh, all elected by the AGM. At the 2020 AGM, all sitting members were re-elected. Gerald Engström was re-elected Chairman of the Board.
At the start of the financial year, the Group's Executive Management comprised President and Chief Executive Officer Roland Kasper, who also serves as President of the Parent Company, Vice President Marketing – Eastern Europe and CIS Fredrik Andersson, Vice President Sales and Marketing Olle Glassel, Vice President Business Development Taina Horgan, Vice President Marketing – Products Kurt Maurer, Vice President Manufacturing Ulrika Molander and Chief Financial Officer Anders Ulff. There were no changes to the Group's Executive Management during the year.
In May 2021, Bjørn-Osvald Skandsen, currently CEO of Systemair Norway, was appointed as a member of Systemair's Group Executive Management. Bjørn-Osvald has many years of experience in the ventilation industry and Systemair. He formerly served as head of Systemair's technical support department and sales organisation in Sweden and currently sits on the board of VKE, a trade association for ventilation and refrigeration companies in Norway. Bjørn-Osvald has been assigned particular responsibility for Systemair's heating products under the Frico brand.
Consolidated sales totalled SEK 8,519 million (8,915), 4.4 percent lower than in the preceding financial year, partly as a result of the pandemic. Organic growth was +2.1 percent. Companies acquired contributed 0.6 percent, or SEK 57 million. In translation of the accounts of foreign subsidiaries to SEK, the impact of exchange rates on sales growth was a negative 7.1 percent.
Sales in the Nordic region fell 2.1 percent over the year. Adjusted for foreign exchange effects and acquisitions, sales rose by 0.9 percent. The Norwegian market is the biggest in the region and the second-biggest overall, with sales of SEK 693 million. Sales in Norway decreased by 3.0 percent over the year. Sales in Denmark and Finland also fell during the year, by 5.3 percent in Denmark and 10.0 percent in Finland. In the Swedish market, sales rose 6.0 percent.
| 2020/21 | 2019/20 | ||||
|---|---|---|---|---|---|
| Sales – Geographic breakdown | May-Apr | % of total | change | May-Apr | % of total |
| Nordic region | 1,726.2 | 20% | –2.1% | 1,763.5 | 20% |
| Western Europe | 3,674.6 | 43% | –3.0% | 3,789.0 | 42% |
| Eastern Europe & CIS | 1,202.2 | 14% | –18.4% | 1,473.5 | 17% |
| North and South America | 879.0 | 11% | 0.9% | 870.9 | 10% |
| Middle East, Asia, Australia and Africa | 1,037.2 | 12% | 1.9% | 1,018.0 | 11% |
| Total | 8,519.2 | 100% | –4.4% | 8,914.9 | 100% |
In Western Europe, sales declined by 3.0 percent. Adjusted for acquisitions and foreign exchange effects, sales rose 1.1 percent. The biggest market in the region, and overall for the whole Group is Germany, which reported a sales increase of 3.3 percent. Other major markets in Western Europe that showed growth during the year were Spain and Austria, while France, the Netherlands, the UK and Italy saw sales decline.
The market in Eastern Europe & CIS showed a decrease of 18,4 percent over the year. Sales in the region totalled SEK 1,202.2 million (1,473.5). Adjusted for currency translation effects and acquisitions, sales in the region declined by 8.7 percent during the year. Sales in Russia, converted to Swedish kronor, were 16.8 percent lower than in the previous year. The Russian market accounts for 29.9 percent of sales in the region. Other major markets that declined in the region were Poland and the Czech Republic, while Lithuania and Serbia showed good growth.
Sales in the North and South American markets increased by 0.9 percent compared to the preceding year. Sales totalled SEK 879.0 million (870.9). The Canadian market performed well during the year, while the USA market declined. Adjusted for currency translation effects and acquisitions, sales increased by 10.9 percent.
Sales in the Middle East, Asia, Australia and Africa rose by 1.9 percent during the year. After adjustments for currency translation effects and acquisitions, sales increased by 15.8 percent. Systemair's major markets in the region are Turkey, India and Morocco.
Operating profit for the financial year from May 2020 to April 2021 totalled SEK 676.7 million (625.7). The operating margin was 7.9 percent (7.0). The operating profit includes, under the heading of Other operating income, Covid-19-related government subsidies totalling SEK 29.0 million. During the financial year, goodwill impairment charge totalling SEK 46.3 million, relating to the acquisitions of Traydus in Brazil and Menerga in Germany, were recognised. The operating profit, adjusted for goodwill impairment charge, totalled SEK 723.0 million (663.5).
Selling and administration expenses for the year totalled SEK 2,289.1 million (2,411.9), SEK 122.8 million lower than last year. Company acquisitions accounted for SEK 26.1 million (77.9) of the year's costs. As a result, selling and administration expenses for like-for-like units fell by SEK 148.9 million, or 6.2 percent. In the prevailing circumstances, the level of activity in above all the sales organisation is lower than normal, for example in connection with trade fairs, customer and supplier visits, factory tours and travel. Acquisition-related expenses during the year totalled SEK 0.2 million (0.1). Selling expenses for the full year were charged with SEK 18.0 million (26.2) for anticipated bad debts.
Financial income, consisting of interest income, totalled SEK 1.9 million (3.7). Financial expenses for the year totalled SEK –114.6 million (–85.7). Interest expenses accounted for SEK –27.0 million (–39.2).
The tax expense for the year amounted to SEK –153.4 million (–158.4), corresponding to a tax charge of 27.2 percent (29.1), based on the profit after financial items.
Total investments for the financial year amounted to SEK 463.6 million (273.1), net of disposals. Gross investments in new construction and machinery totalled SEK 432.9 million (204.7), net of disposals. Major investments were made in new production facilities in Russia and the Czech Republic. The total paid for acquisitions and formerly withheld purchase considerations in the financial year was SEK 21.2 million (55.7). Depreciation, amortisation and impairments of non-current assets amounted to SEK 399.8 million (405.4), including goodwill impairment charge of SEK 46.3 million (47.6).
In November 2020, Systemair acquired 60 percent of the shares in Divid AB, a company based in Jönköping. The company conducts IT consulting operations and specialises in programming product selection programs. The acquisition of Divid will ensure continued access to a strategically important provider of consulting services for Systemair. The company has 23 employees.
In January 2021, Systemair acquired Servicebolaget i Sverige AB. The company is Systemair's service partner for installation and servicing of residential units. Servicebolaget also sells filters and spare parts in the Swedish market. Servicebolaget has five employees at its Hudiksvall headquarters, four franchisees and 22 service partners who perform servicing across the whole of Sweden. The acquisition is intended to strengthen Systemair's position in aftermarket sales in the Swedish market.
In February 2021, Systemair acquired a former distributor, TOO Almaty Ventilation Company in Kazakhstan. The company has been renamed TOO Systemair.
If the companies acquired had been consolidated as of 1 May 2020, net sales for the period May 2020 through April 2021 would have totalled approximately SEK 8,541.5 million. Operating profit for that period would have totalled approximately SEK 680.2 million. For more detailed information on acquisitions during the financial year, new business establishments and disposals, see Note 32.
The average number of employees in the Group was 5,864 (5,965). At the end of the financial year, Systemair had 6,380 employees (6,197), 183 more than a year earlier. New hires were made above all in Canada (59), South Africa (39), Germany (50), India (20), Koolair in Spain (20) and Malaysia (12). Personnel cutbacks took place in Turkey (–38), Denmark (–30) and Systemair in Spain (–14). The acquisition of Divid in
Sweden, Servicebolaget i Sverige AB and Systemair in Kazakhstan has added 33 employees.
Cash flow from operating activities before changes in working capital during the period totalled SEK 858.0 million (787.5). The increase from the year before was mainly attributable to a higher operating profit. As a result above all of increases in trade accounts payable, working capital had a positive impact of SEK 135.9 million(56.8) on cash flow. Cash flow from financing activities totalled SEK –557.2 million net (–461.1), as a result of lower net borrowing. Interest-bearing liabilities on the balance sheet date, translated to Swedish kronor, totalled SEK 1,787.1 million (2,273.8). Net indebtedness at year-end was SEK 1,540.4 million (1,980.7). The consolidated equity/assets ratio was 47.9 percent (43.4) at the financial year-end. The target adopted by the Board for the equity/assets ratio – 30 percent or more – was comfortably achieved.
Systemair has established subsidiaries with operations in more than 50 countries, with our own production facilities in 21 of them. Systemair products are sold in around 135 countries worldwide. The Group's financial risk-taking is governed by mandates approved by Systemair AB's Board of Directors. Financial management at an overarching level is conducted in the Parent Company, which is also responsible for overseeing compliance with the Group's financial policy. The objective of the financial management function is to ensure that the supply of capital and liquidity is assured. Financial risk exposures are kept within the mandate approved by the Board.
The purpose of the Group's financial policy is to establish a clear allocation of responsibilities and to set out guidelines and rules as to which financial risks may be accepted within the Group and how such risks should be managed.
All financing operations for the Group, in the form of risk and foreign exchange management as well as borrowing, are conducted centrally by the Parent Company in Skinnskatteberg. The Group's financial policy serves as the framework not only for financial risk management but for financial activities in general. Payments and cash flows are managed using central Group accounting systems. Systemair AB has provided shortand long-term loans to its subsidiaries. The value of these
loans, translated into Swedish kronor, was SEK 1,588.9 million (1,756.9) on the balance sheet date.
The Soliditet AB credit-rating agency maintained its AAA rating for Systemair AB for the 28th consecutive year.
Systemair is exposed to operational and financial risks in its business. Operational risks include the international nature of the operations, tough competition and the sensitivity of the construction industry to the business cycle. Like other global companies, Systemair is affected by pandemics, and in 2020/21 the Group was affected by Covid-19. The Company is taking the necessary steps to reduce the impact of the virus and is following WHO's recommendations. The financial risks that Systemair has identified in its business include foreign exchange risk, borrowing and interest rate risk, credit risk and liquidity risk. The material risks and uncertainties affecting Systemair are described in more detail in Note 2.
Over the past ten years, growth in Group sales has averaged 9.6 percent annually. The average annual operating margin (EBIT) has been 6.6 percent over the same period. The average equity/assets ratio for the past ten years has been 44.1 percent. Of total Group sales, 94 percent (94) are to customers outside Sweden. Further information on changes in the Group's financial position is provided in the table of key performance measures, after the notes to the financial statements. For more key performance measures and information on how they are calculated, see pages 103–104 and Systemair's website at: group.systemair.com/se/investerare/finansiella-data/
The 2020/21 financial year was affected by the Covid-19 pandemic, and the start of the 2021/22 financial year will also be affected in some regions and product areas. In addition to the continuing difficulty in judging demand, there are also difficulties in the supply chain in securing the supply of components such as electronics, sheet metal and fan motors. Otherwise, Systemair enjoys a good spread of risk across countries, customers and product sectors. With investments and new products in place, we are well equipped for continued profitable growth as the effects of the pandemic subside.
| Five-year summary | 2020/21 | 2019/20 | 2018/19 | 2017/18 | 2016/17 |
|---|---|---|---|---|---|
| Net sales | 8,519 | 8,915 | 8,326 | 7,301 | 6,864 |
| EBIT | 677 | 626 | 528 | 350 | 439 |
| Operating margin | 7.9% | 7.0% | 6.3% | 4.8% | 6.4% |
| Equity/assets ratio | 48% | 43% | 42% | 43% | 45% |
| Return on capital employed | 13% | 12% | 11% | 9% | 12% |
| Average number of employees | 5,864 | 5,965 | 5,672 | 5,249 | 4,907 |
Systemair's business operations are influenced by seasonal variations arising from cold weather conditions. Usually, activity in the autumn is higher because a great deal of construction work is completed before winter. In addition, during the cold period of the year, demand for heating products rises, while the reverse applies to air conditioning products. Normally the second quarter, August to October, is when Systemair reports its strongest sales.
Systemair has the following financial targets:
The Board of Directors has proposed the following guidelines on remuneration to senior executives, for the period beginning with the 2021 Annual General Meeting. These guidelines also comply with those adopted at the AGM for the preceding year.
Remuneration to senior executives shall – based on the conditions in the market in which the Company operates and the environment in which the particular executive works – be competitive, enable the recruitment of new executives and motivate senior executives to remain with the Company. "Senior executives" refers to the President and other members of Group Management.
The system of remuneration shall consist of a fixed salary and pension, but may also include variable salary and benefits such as, for example, a company car. In addition to the above, special incentive programmes approved by the AGM may apply. Fixed salary and benefits are to be determined individually based on the aforementioned criteria and the specific competence of the executive.
Variable remuneration shall be based on results judged according to personal, clearly defined and measurable qualitative and quantitative goals aimed at promoting the strategy, long-term value-creation and sustainability of the Company. The variable portion is paid as a proportion of the fixed salary and may amount to no more than 40 percent of the annual salary for the Chief Executive Officer and 25 percent for other senior executives.
As a principle, pensions shall be premium-based and shall not exceed 35 percent of the fixed salary. The size of the pension shall adhere to the same criteria as above and shall be based on fixed salary. The Board is entitled to depart from these guidelines if justified in any particular case.
The President's employment may be terminated with 12 months' notice by the Company or six months' notice by the CEO. For other senior executives, the period of notice is as stated in the applicable collective bargaining agreement or is no more than 12 months from the Company or six months from the employee. No other agreements entitle the President or other senior executives to severance pay.
Share-based and share-price-based incentive programmes Share-based and share-price-based incentive programmes shall be submitted to the AGM for approval. No such programmes are currently in operation.
In Systemair's mission, product development plays a prominent role. The Group shall develop high-quality, reliable products with a long service life.
To Systemair, it is vital to develop a steady stream of energy-efficient and long-term sustainable ventilation products and solutions capable of meeting the market's future needs for an improved indoor climate and increased safety. The core issue is to understand the opportunities in the market and the needs of the customer. To Systemair it is important to develop the "right" product at the "right" time in an efficient way. To do this, Systemair has developed and implemented a product development process to support the technology organisation, which consists of 250 technicians with cuttingedge expertise in different areas. Over the past year, we have also further enhanced our ability to develop products by bringing together the right skills in cross-company teams. Every year, Systemair invests approximately 450,000 hours in developing new or improved products and services, via 24 technology teams and 15 technology centres in 18 countries. Product development costs totalled approximately SEK 225 million (225) in 2020/21. Personnel costs represent the major share of costs recognised under the heading of Cost of goods sold.
In accordance with Section 6, subsection 11 of the Swedish Annual Accounts Act, Systemair has drawn up a separate Sustainability Report for the Parent Company and the Group, which is included on pages 30–43 of this Annual Report. The scope of the comprehensive sustainability report is described in the GRI Index on pages 107–109.
Systemair Sverige AB has been ISO 9001 certified since 1993. In addition to Systemair AB, subsidiaries Systemair GmbH in Germany, Systemair A/S in Denmark, Koolair S.L. in Spain, Systemair HVAC in Spain, Systemair Production a.s. in Slovakia, Systemair d.o.o. in Slovenia, Recutech s.r.o in the Czech Republic, Systemair Ltd in Canada, Systemair Sdn Bhd in Malaysia, VEAB Heat Tech AB in Hässleholm, Sweden, Systemair BV in
the Netherlands, Systemair HSK in Turkey, Systemair S.r.l. in Italy, Systemair UAB in Lithuania, Systemair Pvt Ltd in India, Systemair Mfg Inc. in the USA, Menerga GmbH in Germany, Systemair AC SAS in France, LGB in Germany, Systemair Ltd in South Africa, Pacific Ventilation in Australia, Poly-REK d.o.o. in Croatia and 2VV in the Czech Republic are also certified.
Systemair gives great importance to strict compliance with environmental regulations. Environmental issues and conservation remain a priority area, and we focus on constantly improving methods and work procedures to reduce environmental impact. For more information, see Systemair's Sustainability Report on pages 30–43.
Systemair companies Systemair Sverige AB, Systemair GmbH in Germany, Systemair HVAC in Spain, Systemair Production a.s. in Slovakia, Recutech s.r.o in the Czech Republic, VEAB Heat Tech AB in Hässleholm, Systemair HSK in Turkey, Systemair UAB in Lithuania, Poly-REK in Croatia and 2VV in the Czech Republic are certified according to ISO 14001. In Systemair's view, the Company's manufacturing facilities and operations meet the requirements of all significant environmental laws and regulations that affect the Company.
Systemair Sverige AB is engaged in activities subject to environmental registration. These are Category C activities, meaning that they are subject to environmental supervision by the Municipality of Skinnskatteberg.
Systemair AB is a holding company with corporate staff and group functions. The core business of the Parent Company consists of intra-Group services.
The Parent Company's net sales for the financial year totalled SEK 132.3 million (148.3). Operating profit totalled SEK –88.7 million (–94.8). During the financial year, impairment charges totalling SEK 114.6 million were recognised in connection with the shares in the subsidiaries Menerga in Germany, Traydus in Brazil and Systemair in Dubai. The Parent Company had 62 employees (58).
The balance sheet shows a strong equity/assets ratio of 45.2 percent (42.9).
No significant events have occurred since the end of the financial year.
Available for distribution by the Annual General Meeting:
| SEK 1,686,533,626 | |
|---|---|
| Net profit/loss for the year | SEK –20,525,571 |
| Profit brought forward | SEK 1,677,019,691 |
| Fair value reserve | SEK –5,167,245 |
| Share premium reserve | SEK 35,206,751 |
The Board proposes that the Annual General Meeting, to be held on 26 August 2021, approve a dividend of SEK 3.00 (–). As a result, dividend payments will amount to SEK 156.0 million (–). The remaining unappropriated amount is to be carried forward. The proposed dividend represents 38 percent (–) of the Group's net profit, which is slightly below Systemair's financial target of paying out 40 percent of net profit. The number of shares with dividend entitlement is 52,000,000.
| Consolidated Income Statement | 62 | |
|---|---|---|
| Consolidated Statement of Comprehensive Income | 62 | |
| Consolidated Balance Sheet | 63 | |
| Statement of Changes in Equity – Group | 65 | |
| Consolidated Cash Flow Statement | 66 | |
| Parent Company Income Statement | 67 | |
| Income | Parent Company Statement of Comprehensive | 67 |
| Parent Company Balance Sheet | 68 | |
| Changes in Equity – Parent Company | 70 | |
| Parent Company Cash Flow Statement | 71 | |
| Note 1 | Accounting and valuation policies | 72 |
| Note 2 | Risks and risk management | 76 |
| Note 3 | Segment reporting | 78 |
| Note 4 | Information on geographical regions | 78 |
| Note 5 | Revenue analysis | 79 |
| Note 6 | Classification according to type of cost | 79 |
| Note 7 | Auditors' fees | 79 |
| Note 8 | Leases | 80 |
| Note 9 | Other operating income | 80 |
| Note 7 | Auditors' fees | 79 |
|---|---|---|
| Note 8 | Leases | 80 |
| Note 9 | Other operating income | 80 |
| Note 10 Other operating expenses | 80 | |
| Note 11 Employees and personnel costs | 81 | |
| Note 12 Amortisation and depreciation of intangible assets and property, plant and equipment |
82 | |
| Note 13 Financial income | 82 | |
| Note 14 Financial expenses | 82 | |
| Note 15 Tax on profit for the year | 83 | |
| Note 16 Intangible assets and property, plant and equipment |
84 |
| Note 17 Other securities held as non-current assets | 87 | ||
|---|---|---|---|
| Note 18 Other long-term receivables | 87 | ||
| Note 19 Prepaid expenses and accrued income | 87 | ||
| Note 20 Inventory | 87 | ||
| Note 21 Trade accounts receivable | 87 | ||
| Note 22 Share capital and proposed dividend | 88 | ||
| Note 23 Borrowing and financial instruments | 88 | ||
| Note 24 Accrued expenses and deferred income | 91 | ||
| Note 25 Appropriations, other | 91 | ||
| Note 26 Untaxed reserves | 91 | ||
| Note 27 Provisions for pensions | 92 | ||
| Note 28 Other provisions | 94 | ||
| Note 29 Result from participations in Group companies |
94 | ||
| Note 30 Participations in Group companies | 94 | ||
| Note 31 Participations in associated companies | 96 | ||
| Note 32 Changes in Group structure – business combinations, new businesses and disposals |
97 | ||
| Note 33 Receivables from Group companies | 98 | ||
| Note 34 Pledged assets | 98 | ||
| Note 35 Contingent liabilities | 98 | ||
| Note 36 Supplementary information on cash flow statement |
98 | ||
| Note 37 Information on the Parent Company | 98 | ||
| Note 38 Earnings per share | 98 | ||
| Note 39 Related party transactions | 99 | ||
| Note 40 Significant events after financial year-end | 99 | ||
| Auditor's Report | 100 | ||
| Key Performance Measures and Definitions | 103 |
| SEK m., 1 May–30 April | Note | 2020/21 | 2019/20 |
|---|---|---|---|
| Net sales | 4, 5 | 8,519.2 | 8,914.9 |
| Cost of goods sold | 6 | –5,559.5 | –5,831.3 |
| Gross profit | 2,959.7 | 3,083.6 | |
| Other operating income | 9 | 196.1 | 168.3 |
| Selling expenses | 6 | –1,861.3 | –1,987.5 |
| Administration expenses | 6, 7 | –427.8 | –424.4 |
| Other operating expenses | 10 | –190.0 | –214.3 |
| Operating profit/loss | 6, 8, 11,12 | 676.7 | 625.7 |
| Financial income | 13 | 1.9 | 3.7 |
| Financial expenses | 14 | –114.6 | –85.7 |
| Profit/loss after financial items | 564.0 | 543.7 | |
| Tax | 15 | –153.4 | –158.4 |
| Profit/loss for the year | 410.6 | 385.3 | |
| Attributable to: | |||
| Parent Company shareholders | 406.2 | 381.5 | |
| Non-controlling interests | 4.4 | 3.8 | |
| Earnings per share1) | 38 | 7.81 | 7.34 |
| Average no. of shares during period 1) | 52,000,000 | 52,000,000 | |
1) No dilution effect.
| SEK m., 1 May–30 April | 2020/21 | 2019/20 |
|---|---|---|
| Profit/loss for the year | 410.6 | 385.3 |
| Other comprehensive income, net after tax | ||
| Items that have been, or may later be, transferred to profit for the year | ||
| Translation differences, foreign operations | –174.2 | –27.6 |
| Items that cannot be transferred to profit for the year | ||
| Change in defined-benefit pensions, gross before tax | 12.5 | –9.9 |
| Tax on change in defined-benefit pensions | –2.9 | 1.9 |
| Other comprehensive income, net after tax | –164.6 | –35.6 |
| Total comprehensive income for the year | 246.0 | 349.7 |
| Attributable to: | ||
| Parent Company shareholders | 241.6 | 345.9 |
| Non-controlling interests | 4.4 | 3.8 |
| SEK m. | Note | 2021-04-30 | 2020-04-30 |
|---|---|---|---|
| ASSETS | 23 | ||
| Non-current assets | |||
| Intangible assets | 5, 16 | ||
| Goodwill | 735.6 | 819.9 | |
| Capitalised development costs | 4.0 | 5.8 | |
| Brands, customer relationships | 136.7 | 178.0 | |
| Other intangible assets | 70.0 | 63.9 | |
| 946.3 | 1,067.6 | ||
| Property, plant and equipment | 5, 16 | ||
| Buildings and land | 1,132.6 | 1,114.8 | |
| Plant and machinery | 370.6 | 375.1 | |
| Equipment and tools | 148.0 | 152.9 | |
| Construction in progress | 159.6 | 69.1 | |
| 1,810.8 | 1,711.9 | ||
| Right-of-use assets | 8 | 307.3 | 276.2 |
| Financial and other assets | |||
| Other securities held as non-current assets | 17 | 1.2 | 1.4 |
| Participations in associated companies | 31 | 25.8 | 19.6 |
| Deferred tax assets | 15 | 195.4 | 209.6 |
| Other long-term receivables | 18 | 15.1 | 24.3 |
| 237.5 | 254.9 | ||
| Total non-current assets | 3,301.9 | 3,310.6 | |
| Current assets | |||
| Inventory | 20 | ||
| Raw materials and consumables | 690.7 | 739.4 | |
| Products in progress | 118.9 | 111.6 | |
| Finished products | 627.3 | 720.5 | |
| 1,436.9 | 1,571.5 | ||
| Current receivables | |||
| Trade accounts receivable | 21 | 1,597.5 | 1,556.3 |
| Taxes recoverable | 67.6 | 58.5 | |
| Other receivables | 138.7 | 140.8 | |
| Prepaid expenses and accrued income | 19 | 91.2 | 80.6 |
| Other investments in securities etc. | 2.6 | 3.4 | |
| 1,897.6 | 1,839.6 | ||
| Cash and bank balances | 319.1 | 378.2 | |
| Total current assets | 3,653.6 | 3,789.3 | |
| TOTAL ASSETS | 6,955.5 | 7,099.9 |
| SEK m. | Note | 2021-04-30 | 2020-04-30 |
|---|---|---|---|
| EQUITY AND LIABILITIES | 23 | ||
| Equity | |||
| Share capital | 22 | 52.0 | 52.0 |
| Additional paid-in capital | 2.2 | 2.2 | |
| Translation reserve | –56.4 | 117.8 | |
| Profit brought forward, incl. profit for the year | 3,307.2 | 2,892.8 | |
| Total equity | 3,305.0 | 3,064.8 | |
| Attributable to non-controlling interests | 25.1 | 19.9 | |
| Non-restricted equity | 3,330.1 | 3,084.7 | |
| Non-current liabilities | |||
| Non-current liabilities, interest-bearing | 23 | 847.1 | 942.3 |
| Lease liability | 23 | 204.4 | 177.5 |
| Provisions for pensions | 27 | 74.9 | 88.6 |
| Provisions for deferred tax liabilities | 15 | 76.6 | 85.4 |
| Other provisions | 28 | 65.7 | 66.8 |
| Other non-current liabilities | 23 | 42.7 | 31.1 |
| Total non-current liabilities | 1,311.4 | 1,391.7 | |
| Current liabilities | |||
| Current liabilities, interest-bearing | 23 | 628.4 | 1,052.0 |
| Lease liability | 23 | 107.2 | 102.0 |
| Trade accounts payable | 747.9 | 666.1 | |
| Income tax liability | 88.0 | 107.9 | |
| Other liabilities | 381.8 | 362.1 | |
| Accrued expenses and deferred income | 24 | 360.7 | 333.4 |
| Total current liabilities | 2,314.0 | 2,623.5 | |
| Total liabilities | 3,625.4 | 4,015.2 | |
| TOTAL EQUITY AND LIABILITIES | 6,955.5 | 7,099.9 | |
| Pledged assets | 34 |
| Attributable to Parent Company shareholders | ||||||
|---|---|---|---|---|---|---|
| SEK m. | Share capital |
Additional paid-in capital |
Translation reserve |
Profit brought forward, incl. profit for the year |
Non-controlling interests |
Total equity |
| Equity, 30 April 2019 | 52.0 | 2.2 | 145.4 | 2,639.6 | – | 2,839.2 |
| Dividends | –104.0 | –104.0 | ||||
| Profit/loss for the year | 381.5 | 3.8 | 385.3 | |||
| Share of acquisitions attributable to non-controlling inter ests |
19.0 | 19.0 | ||||
| Revaluation of purchase options | –16.3 | –2.9 | –19.2 | |||
| Other comprehensive income | –27.6 | –8.0 | –35.6 | |||
| Equity, 30 April 2020 | 52.0 | 2.2 | 117.8 | 2,892.8 | 19.9 | 3,084.7 |
| Profit/loss for the year | 406.2 | 4.4 | 410.6 | |||
| Share of acquisitions attributable to non-controlling inter ests |
1.7 | 1.7 | ||||
| Revaluation of purchase options | –1.4 | –0.9 | –2.3 | |||
| Other comprehensive income | –174.2 | 9.6 | –164.6 | |||
| Equity, 30 April 2021 | 52.0 | 2.2 | –56.4 | 3,307.2 | 25.1 | 3,330.1 |
| SEK m., 1 May–30 April | Note | 2020/21 | 2019/20 |
|---|---|---|---|
| Operating activities | |||
| Operating profit/loss | 676.7 | 625.7 | |
| Interest received | 1.9 | 3.7 | |
| Interest paid | –29.4 | –42.0 | |
| Adjustment for non-cash items etc. | 36 | 391.5 | 349.9 |
| Income tax paid | –182.7 | –149.8 | |
| Cash flow from operating activities before changes in working capital | 858.0 | 787.5 | |
| Changes in working capital | |||
| Inventory | 33.9 | –53.5 | |
| Current receivables | –162.6 | 127.4 | |
| Trade accounts payable | 227.9 | –77.4 | |
| Current liabilities | 36.7 | 60.3 | |
| Cash flow from operating activities | 993.9 | 844.3 | |
| Investing activities | |||
| Acquisition of subsidiaries | 32 | –21.2 | –55.7 |
| Disposals of subsidiaries | 32 | – | 3.4 |
| Acquisition of intangible assets | –9.5 | –6.8 | |
| Acquisition of property, plant and equipment | –432.9 | –204.7 | |
| Sale of property, plant and equipment | 15.3 | 34.3 | |
| Acquisition of financial assets | – | –5.9 | |
| Cash flow from investing activities | –448.3 | –235.4 | |
| Financing activities | |||
| Borrowings | 23 | 59.3 | 43.6 |
| Repayment of loans | 23 | –505.2 | –298.5 |
| Amortisation of lease liability | 23 | –111.3 | –107.9 |
| Dividend to shareholders | – | –104.0 | |
| Change in non-controlling interest | – | 5.7 | |
| Cash flow from financing activities | –557.2 | –461.1 | |
| Increase/Decrease in cash and cash equivalents | –11.6 | 147.8 | |
| Cash and cash equivalents at start of year | 378.2 | 250.4 | |
| Exchange rate difference in cash and cash equivalents | –47.5 | –20.0 | |
| Cash and cash equivalents at end of year | 319.1 | 378.2 |
| SEK m., 1 May–30 April | Note | 2020/21 | 2019/20 |
|---|---|---|---|
| Net sales | 5 | 132.3 | 148.3 |
| Cost of goods sold | – | – | |
| Gross profit | 132.3 | 148.3 | |
| Other operating income | 9 | 26.5 | 5.8 |
| Selling expenses | –68.4 | –68.6 | |
| Administration expenses | 7, 8 | –109.5 | –109.2 |
| Other operating expenses | 10 | –69.6 | –71.1 |
| Operating profit/loss | 11, 12 | –88.7 | –94.8 |
| Result from participations in Group companies | 29 | 17.3 | 205.6 |
| Other interest income and similar profit/loss items | 13 | 29.9 | 36.7 |
| Interest expense and similar profit/loss items | 14 | –48.4 | –18.3 |
| Profit/loss after financial items | –89.9 | 129.2 | |
| Appropriations | 25 | 61.8 | 4.6 |
| Pre-tax profit | –28.1 | 133.8 | |
| Tax on profit for the year | 15 | 7.6 | 10.5 |
| Profit/loss for the year | –20.5 | 144.3 |
| SEK m., 1 May–30 April | 2020/21 | 2019/20 |
|---|---|---|
| Profit/loss for the year | –20.5 | 144.3 |
| Other comprehensive income, net after tax | – | – |
| Total comprehensive income for the year | –20.5 | 144.3 |
| SEK m. | Note | 2021-04-30 | 2020-04-30 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 16 | ||
| Capitalised development costs | 4.0 | 5.8 | |
| Licences and other intangible assets | 34.1 | 37.9 | |
| 38.1 | 43.7 | ||
| Property, plant and equipment | 16 | ||
| Plant and machinery | 5.3 | 7.6 | |
| Equipment and tools | 3.9 | 5.9 | |
| Construction in progress | 11.6 | 7.0 | |
| 20.8 | 20.5 | ||
| Financial assets | |||
| Participations in Group companies | 30 | 2,149.6 | 2,239.8 |
| Participations in associated companies | 31 | 5.9 | 5.9 |
| Receivables from Group companies | 33 | 577.4 | 542.8 |
| Deferred tax assets | 15 | 26.8 | 13.9 |
| Other long-term receivables | 18 | 8.1 | 14.9 |
| 2,767.8 | 2,817.3 | ||
| Total non-current assets | 2,826.7 | 2,881.5 | |
| Current assets | |||
| Current receivables | |||
| Receivables from Group companies | 1,011.5 | 1,214.1 | |
| Taxes recoverable | 8.1 | 17.7 | |
| Other receivables | 13.4 | 12.4 | |
| Prepaid expenses and accrued income | 19 | 15.2 | 13.5 |
| 1,048.2 | 1,257.7 | ||
| Cash and bank balances | – | – | |
| Total current assets | 1,048.2 | 1,257.7 | |
| TOTAL ASSETS | 3,874.9 | 4,139.2 |
| SEK m. | Note | 2021-04-30 | 2020-04-30 |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Restricted equity | |||
| Share capital | 22 | 52.0 | 52.0 |
| Statutory reserve | 10.0 | 10.0 | |
| Reserve for development expenditure | 3.1 | 4.4 | |
| 65.1 | 66.4 | ||
| Non-restricted equity | |||
| Share premium reserve | 35.2 | 35.2 | |
| Fair value reserve | –5.2 | –5.2 | |
| Profit brought forward | 1,677.0 | 1,531.5 | |
| Profit/loss for the year | –20.5 | 144.3 | |
| 1,686.5 | 1,705.8 | ||
| Total equity | 1,751.6 | 1,772.2 | |
| Untaxed reserves | 26 | 0.7 | 1.4 |
| Non-current liabilities | |||
| Liabilities to credit institutions | 23 | 693.1 | 779.7 |
| Deferred tax liability | 15 | 1.8 | – |
| Liabilities to Group companies | 849.9 | 602.1 | |
| 1,544.8 | 1,381.8 | ||
| Current liabilities | |||
| Bank overdraft facilities | 23 | 477.3 | 886.1 |
| Liabilities to credit institutions | 23 | 50.8 | 53.5 |
| Trade accounts payable | 9.7 | 8.3 | |
| Income tax liability | 2.6 | 2.6 | |
| Liabilities to Group companies | 11.6 | 10.2 | |
| Other liabilities | 5.0 | 9.5 | |
| Accrued expenses and deferred income | 24 | 20.8 | 13.6 |
| 577.8 | 983.8 | ||
| TOTAL EQUITY AND LIABILITIES | 3,874.9 | 4,139.2 |
| Non-restricted equity | |||||||
|---|---|---|---|---|---|---|---|
| SEK m. | Share capital |
Statutory reserve |
Reserve for development expenditure |
Share premium reserve |
Fair value reserve |
Profit brought forward, incl. profit for the year |
Total equity |
| Equity, 30 April 2019 | 52.0 | 10.0 | 5.7 | 35.2 | –5.2 | 1,634.1 | 1,731.8 |
| Dividend | –104.0 | –104.0 | |||||
| Profit/loss for the year | 144.3 | 144.3 | |||||
| Reserve for development expenditure | –1.3 | 1.3 | – | ||||
| Equity, 30 April 2020 | 52.0 | 10.0 | 4.4 | 35.2 | –5.2 | 1,675.7 | 1,772.2 |
| Profit/loss for the year | –20.5 | –20.5 | |||||
| Reserve for development expenditure | –1.3 | 1.3 | – | ||||
| Equity, 30 April 2021 | 52.0 | 10.0 | 3.1 | 35.2 | –5.2 | 1,656.5 | 1,751.6 |
No dividend was paid in 2020.
| SEK m., 1 May–30 April | Note | 2020/21 | 2019/20 |
|---|---|---|---|
| Operating activities | |||
| Operating profit/loss | –88.7 | –94.8 | |
| Interest received | 29.9 | 36.7 | |
| Interest paid | –12.4 | –21.1 | |
| Adjustment for non-cash items etc. | 36 | –5.0 | 33.7 |
| Income tax paid | –3.5 | 0.3 | |
| Cash flow from operating activities before changes in working capital | –79.7 | –45.2 | |
| Changes in working capital | |||
| Current receivables | 174.8 | –166.9 | |
| Trade accounts payable | 2.8 | –5.5 | |
| Current liabilities | 6.5 | –2.0 | |
| Cash flow from operating activities | 104.4 | –219.6 | |
| Investing activities | |||
| Acquisition of property, plant and equipment | –12.8 | –13.0 | |
| Acquisitions/paid-in capital at subsidiaries | –24.4 | –43.8 | |
| Sale of Group companies | – | 2.7 | |
| Dividends on shares in subsidiaries | 219.1 | 359.6 | |
| Group contributions received | – | 87.5 | |
| Acquisition of intangible assets | – | –0.4 | |
| Acquisition of financial assets | – | –5.9 | |
| Cash flow from investing activities | 181.9 | 386.7 | |
| Financing activities | |||
| Dividend to shareholders | – | –104.0 | |
| Borrowings | 247.8 | 106.3 | |
| Repayment of loans | –534.1 | –169.4 | |
| Cash flow from financing activities | –286.3 | –167.1 | |
| Increase/Decrease in cash and cash equivalents | 0.0 | 0.0 | |
| Cash and cash equivalents at start of year | – | – | |
| Cash and cash equivalents at end of year | – | – |
Systemair AB's consolidated accounts for the year ended 30 April 2021 were approved on 1 July 2021 by the Board of Directors and the President for publication and will be submitted to the 2021 Annual General Meeting for adoption. The Parent Company is a Swedish limited liability company with its registered office at Skinnskatteberg, Sweden.
Systemair's consolidated accounts are based on historical cost, with the exception of Financial derivative instruments and Liabilities measured at fair value via the income statement. The latter assets and liabilities are recognised at fair value. Unless otherwise indicated, all amounts are in millions of Swedish kronor (SEK million). "Income statement" refers either to the Consolidated income statement or the Parent Company income statement.
The Parent Company applies the Swedish Annual Accounts Act and the Swedish Financial Reporting Board's Recommendation RFR 2 (Accounting for Legal Entities). Accordingly, the Parent Company complies with IFRS as far as possible within the scope of the Swedish Annual Accounts act, taking into account the relationship between accounting and taxation. In the Parent Company, untaxed reserves are recognised inclusive of deferred tax. In the consolidated accounts, this item is classified as deferred tax and equity. Appropriations are recognised gross in the Parent Company income statement. All Group contributions received and provided are recognised as appropriations in the income statement. In the Parent Company, goodwill was previously amortised over five years. Currently, there is no goodwill for recognition in the parent company. The Parent Company does not apply IFRS 16 Leases, which requires all leases to be recognised via the balance sheet. Instead, lease fees are recognised via the income statement, with their impact on operating profit.
Amendments to IAS 1 and IAS 8
IASB has amended IAS 1 Presentation of Financial Statement and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors such as to adapt the definition of what is material across the standards and to clarify certain aspects of the definition. The amendments are intended to clarify that materiality will be determined by the nature or scope of the information, or both. An entity will need to assess whether the information, either in itself or in conjunction with other information, is material. The change has been applied as of 1 May 2020 at Systemair. The changes are not judged to have any material impact on Systemair's financial statements.
IASB has amended the definition of a business in IFRS 3 Business Combinations to help entities determine whether an acquired set of activities and assets represents a business or not. The change has been applied at Systemair as of 1 May 2020. The changes are not judged to have any material impact on Systemair's financial statements.
In the financial markets, a benchmark interest rate reform is under way in which the existing benchmark Inter Bank Offered Rate (IBOR) is in some currencies to be replaced by a transaction-based and virtually risk-free overnight rate. Systemair is exposed to future changes in benchmark interest rates linked to borrowings in IBOR, including the Swedish STIBIOR rate. As part of the benchmark interest rate reform, amendments have been made to standards including IFRS 9 and IFRS 7. These changes are being implemented in two phases, in which phase 1 is applicable to Systemair from 1 May 2020. Phase 1 relates principally to hedge accounting for interest rate risk. Systemair does not hedge interest rate exposures and is therefore affected only to a limited extent by the changes in Phase 1.
Phase 2, of the amendments to standards including IFRS 9 and IFRS 7 as a result of the benchmark interest rate reform, is applicable to Systemair from 1 May 2021. In summary, the amendments allow entities to report the effects of transitioning from benchmark interest rates such as STIBOR to other benchmark interest rates without creating accounting effects that would not provide useful information to users of financial statements. The Group is affected by the benchmark interest rate reform mainly through exposure to IBOR in its external borrowings. The principles for modification of financial liabilities allow for an exception whereby modifications that are a direct effect of the benchmark interest rate
reform is recognised by updating the effective interest rate rather than restating the carrying amounts. All other modifications are accounted for in accordance with the existing principles for modifications and derecognition in IFRS 9. The switch to new benchmark interest rates is not expected to have any material impact on Systemair at this stage.
Other new or amended standards or interpretations implemented during 2020 did not have any, or had immaterial, impact on Systemair's financial statements.
The new standards and interpretations entering into force for financial years beginning after 1 May 2021 have not been applied in the preparation of this financial report. None of these new or amended standards are expected to have any significant impact on the Group's financial statements going forward.
The consolidated accounts were prepared in compliance with International Financial Reporting Standards (IFRS) as adopted for use in the EU. In addition, the consolidated accounts were prepared in compliance with Swedish law, by application of Recommendation RFR 1 (Supplementary Accounting Rules for Groups) of the Swedish Financial Accounting Standards Council. In preparing the financial statements for the Parent Company, the Council's Recommendation RFR 2 (Accounting for Legal Entities) has been applied.
The consolidated accounts comprise the Parent Company and its subsidiaries. The financial statements for the Parent Company and the subsidiaries included in the consolidated accounts refer to the same period, and have been prepared in accordance with the same accounting policies, applied to the Group.
All intra-Group receivables and liabilities, revenues and expenses, profits and losses arising in transactions between companies included in the consolidated accounts are eliminated in their entirety.
A subsidiary is included in the consolidated accounts from the date of acquisition, that is, the date on which the Parent Company gains a controlling influence over the company, and is included in the consolidated accounts until the date on which the controlling influence ceases. Normally, controlling influence over a subsidiary is obtained by owning more than 50 percent of shares entitled to vote, but it may also be obtained by other means, for example, via an agreement.
Subsidiaries acquired are reported in the consolidated accounts using the acquisition accounting method. The same applies to businesses acquired directly. In the acquisition accounting method, the historical cost of the shares, or of the directly acquired business, is apportioned over the assets acquired and the undertakings and liabilities assumed at the time of acquisition, based on their fair value at that time. Any additional purchase considerations are measured at fair value. If the historical cost exceeds the fair value of the net assets of the company acquired, the difference is recognised as goodwill. If the historical cost is less than the fair value of the net assets of the company acquired, the difference is recognised directly in the income statement. Transaction costs arising in connection with acquisitions are recognised directly in profit/loss for the year, under Other operating expenses. In cases where a conditional purchase consideration is remeasured at fair value, this is recognised in Operating profit.
A non-controlling interest is the share of profits and net assets of a partly owned company that accrues to other owners. A non-controlling interest in profit is included in the profit after tax recognised in the consolidated income statement. The non-controlling interest in net assets is included in equity on the consolidated balance sheet but is recognised separately from equity attributable to the shareholders in the Parent Company.
An associated company is an entity in which the Group exercises a significant influence, but which is not a joint venture. A significant influence normally exists if the shareholding represents 20–50 percent of the votes. Holdings in associated companies are recognised in accordance with the equity method. In this, the carrying amount of the Group's shares in associated companies corresponds to the Group's participation in the equity of the associated companies, plus goodwill on consolidation and any other remaining value adjustments at the time of acquisition. Goodwill and other value adjustments at acquisition are calculated in the
same way as in business combinations, as described above. In net financial items in the consolidated income statement, the Group's share of associated companies' recognised profit after tax, adjusted where appropriate for any depreciation, amortisation, impairment losses or reversals of value adjustments, is recognised under Participations in associated companies' profits. Dividends received from the associated company are deducted from the carrying amount of the investment. Holdings in associated companies are recognised on the Parent Company balance sheet using the cost method.
A foreign operation is one that is conducted in an economic environment with a functional currency other than the Group's reporting currency (SEK). Assets, including goodwill and other surplus values, as well as liabilities in such operations, are translated into the reporting currency at the closing day rate. The income statements of foreign operations are translated using a weighted average of exchange rates for the year. Any exchange rate differences arising from translation are recognised directly in other comprehensive income. Upon divestment of an independent foreign operation, the accumulated exchange rate differences are recognised in the income statement together with the capital gain or loss.
Transactions denominated in foreign currencies are translated at the rate prevailing on the transaction date. On the balance sheet date, monetary receivables and liabilities denominated in foreign currencies are translated at the rate prevailing on that date. All exchange rate differences are charged to the income statement except for those differences arising in loans in foreign currencies raised to hedge net investments in foreign operations and those arising in claims on subsidiaries that are not planned to be settled or are unlikely to be settled in the foreseeable future. Exchange rate differences in such loans or claims are recognised in other comprehensive income, under the headings Hedging of net assets in foreign operations and Translation differences, and are transferred to the income statement in the event of the divestment of the foreign operation in future. No exchange rate differences relating to loans regarded as net investments in subsidiaries have been recognised in comprehensive income for the financial year.
Net sales are recognised at the fair value of the consideration received, or the consideration that will be received, for goods and services sold in the regular operations of the Group. Revenue is recognised at the point in time when control over the products or services supplied has passed to the counterparty as per agreement. Recognised revenue then reflects the consideration expected on satisfaction of contractual obligations towards the customer, and corresponds to the consideration that the Group is considered to be entitled to.
The revenue streams represented in the Group are related to sales of ventilation and heating products, and, to a lesser extent to services such as installation and servicing. Sales of products (individual or integrated) are regarded as a performance obligation and the revenue is recognised when the performance obligation has been satisfied and the customer has obtained control over the product, that is, at a specific point in time (usually on physical delivery to the counterparty).
In certain cases, sales also take place within project-based activities. Revenue recognition then takes place over time, at each part-delivery in accordance with the provisions of the contract, and when the customer has obtained control over the product. Any services, such as installation and servicing are generally recognised as revenue when the obligation is discharged.
On sale of products, warranties are provided, depending on the product's nature, condition and area of application. The conditions in warranties for the most part cover only original product defects. Long warranty periods may occur in individual product categories, but based on what the warranty covers and subject to conditions on how the product is to be used/maintained, warranties provided are not regarded as extended service guarantees. On that basis, warranties provided are not recognised as separate performance obligations as defined in IFRS 15, but instead are recognised in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
The Group manufactures and sells ventilation products. System's highest executive decision-maker, the President of the Parent Company and CEO of the Group, oversees and manages operations per legal entity. The number of legal entities in Systemair is about 90, and so, according to the IFRS 8 standard, the Group has that number of segments. Because the presentation of 90 segments would entail excessively detailed information, the standard proposes aggregating them if there are similar economic characteristics and the segments resemble one another, including with regards to other factors such type of product and type of customer. Systemair aggregates into the geographical regions Europe, as well as America, the Middle East, Asia, Australia and Africa. The market segment Europe accounts for the major share of Systemair's business. The segment Europe consists of a large number of markets. The legal entities within Europe work with each other in manufacturing and sales. The Company also judges that in every material respect similar economic conditions exist in the region, and so the legal entities within the region have been aggregated. Systemair further considers that accounting for the merged segments of Europe as well as Americas, Middle East, Asia, Australia and Africa presents a clearer picture. Net sales, Operating profit, Profit after net financial items, Assets, Investments and Depreciation/amortisation are recognised per aggregated segment. The subsidiaries are aggregated based on their legal domicile and consolidation takes place according to the same principles as for the Group as a whole.
Property, plant, equipment and intangible non-current assets are recognised at historical cost, less accumulated depreciation/amortisation and any impairment losses. Depreciation/amortisation is charged on a straight-line basis over the useful life of the asset, to an estimated residual value. Land and goodwill are not depreciated or amortised.
| The following depreciation/amortisation periods are applied: | |
|---|---|
| Own-developed assets | 3–5 years |
| Brands, customer relationships etc. | 3–10 years |
| Buildings | 25–50 years |
| Plant and machinery | 5–15 years |
| Equipment and tools | 3–5 years |
In cases where decisions have not been taken as to phasing-out of brands, they are assumed to have an indefinite life.
Development expenditure is recognised as an intangible asset but only if the following criteria are satisfied: The development project must be well defined and include concrete plans as to how and when the asset will be used in operations; it must be possible to calculate expenses reliably; the asset must be considered likely to create future economic benefits; it must be considered technically feasible to perform the project; and the Group must be deemed to have the resources required to conclude development. The historical cost of the intangible asset includes not only the cost of personnel and direct purchases but also the share of indirect costs attributable to the asset. Other development expenditure is expensed as incurred. The amortisation period is estimated to be 3–5 years.
Regular tests are conducted during the year to establish whether any assets have declined in value. In such tests, the recoverable amount of the asset is calculated. For goodwill, brands with an indeterminate useful life and intangible assets not
yet ready for use, the recoverable amount is calculated annually. If essentially independent cash flows cannot be determined for a particular asset, the asset shall in testing for impairment be classified at the lowest level where essentially independent cash flows can be identified (a cash-generating unit). An impairment loss is recognised when the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. Impairment losses are charged to the income statement.
An impairment loss on an asset attributable to a cash-generating unit is charged first to goodwill. The loss is then applied proportionately to other assets in the unit.
The recoverable amount is an asset's net realisable value or its value in use, whichever is the higher. The value in use is the present value of future cash flows discounted at a rate based on the risk-free interest rate, adjusted to reflect the risk associated with that particular asset. In the case of an asset that does not generate cash flows; the recoverable amount is calculated for the cash-generating unit in which the asset is included.
Impairment losses are reversed if a subsequent increase in the recoverable amount is objectively attributable to an event that has occurred following recognition of the impairment loss. Impairment losses on goodwill are not reversed. An impairment loss is reversed only to the extent that the asset's carrying amount after reversal does not exceed the carrying amount that the asset would have had if no impairment had been recognised.
Inventory is measured at whichever is the lower of historical cost and net realisable value for raw materials and purchased finished products, and at production cost for goods produced. The historical cost is based on the latest purchase price and takes into account expenses arising at acquisition of the inventory assets and transport of such assets to their current location and condition. The historical cost for finished products and products in progress is made up of the cost of raw materials, direct salaries, other direct costs and attributable indirect manufacturing costs (based on normal manufacturing capacity). Net realisable value is the estimated selling price in normal circumstances, less the costs required to complete the sale. Deductions for obsolescence are applied as required. Deliveries between Group companies are priced in line with the market. Inter-company gains on the inventory of Group companies are eliminated in the consolidated accounts. These eliminations are charged to operating profit.
Financial instruments recognised on the balance sheet include, on the assets side, cash and cash equivalents, trade accounts receivable, financial investments, longterm receivables, derivatives and other receivables. In Systemair's case, the derivatives are not classified as hedging instruments. The liabilities side includes trade accounts payable, loan liabilities, other liabilities, and options to purchase the remaining 10 percent of the shares in Systemair HSK, Turkey, and the remaining 40 percent of the shares in Frico A/S, Denmark.
Purchases and sales of financial assets and liabilities are recognised on the transaction date. A financial asset or financial liability is recognised in the statement of financial position when the Company becomes party to the contractual conditions of the instrument. The financial asset is derecognised from the statement of financial position when the right to obtain cash flows from the asset expire or is transferred to another party because all risks and benefits associated with the assets have been transferred to the other party. A financial liability is derecognised from the statement of financial position when the obligation has been satisfied or cancelled or has expired. Accounts receivable–trade are recognised in the statement of financial position when the invoice has been dispatched. A liability is recognised when the counterparty has performed and a contractual obligation to pay exists, even if an invoice has not yet been received. Trade accounts payable are recognised when an invoice has been received.
Financial instruments are recognised initially at a historical cost that corresponds to the instrument's fair value at the time of acquisition, plus transaction costs for all financial instruments except those that are classified in the category Financial asset recognised at fair value via income, which are recognised directly in the income statement. The following measurement for the instrument is based on its nature and classification.
Financial assets are classified according to the intention behind the acquisition of the asset and its cash contractual flows. Financial assets are classified into the following categories:
Financial liabilities measured at amortised cost or fair value via income.
Amortised cost is the amount at which the asset or liability was originally recognised, less amortisation and impairment but plus accruals of the initial difference between historical cost and the amount expected to be received at maturity.
Financial assets measured at amortised cost are instruments that are held with the intention of collecting/settling contractual cash flows, and where the contractual conditions state the point in time for the anticipated cash flow from the underlying instrument, and where the payments consist solely of principal and an interest component, if any. Such assets arise as part of a process when cash is paid to the counterparty, or as a result of the Group providing a customer with contractual goods or services within its operating activities. Payment flows that are fixed or may be fixed exist for such receivables; they are not traded in an active market and their purpose is to be held in order to collect cash flows.
Financial assets measured at fair value via the income statement consist in the main of the liability for the options to purchase the remaining 10 percent of the shares in Systemair HSK, Turkey, and the remaining 40 percent of the shares in Frico A/S, Denmark. The result from any change in fair value of financial instruments in this category is recognised in income in the period in which it arises, either in operating profit or via other comprehensive income, depending on the nature of the liability. The liability for the purchase options is recognised under Non-current liabilities, non-interest-bearing on the balance sheet.
Provisions are made for expected losses on recognised financial assets, which reduces the value of the asset concerned. The provisions for losses are measured at every balance sheet date at an amount equal to the credit losses expected for the remaining lifetime of the assets. For more information on measurement of trade accounts receivable, see Note 21.
The purpose of measuring expected credit losses is to reflect an objective and probability-weighted amount, the time value of money, reasonable and supportable information about past events, current conditions and forecasts of future economic conditions. Systemair bases its calculation of expected credit losses principally on individual assessment of the receivable concerned, together with information on historic losses on similar assets and counterparties, as well as a forward-looking adjustment. The calculation criteria for credit losses are evaluated and adjusted regularly in order to reflect most accurately the current situation and the Group's expectations of future events.
This category includes interest-bearing and non-interest-bearing financial liabilities not held for trading. They are measured at amortised cost.
Non-current liabilities have more than one year to maturity, while liabilities maturing before then are recognised as current liabilities. Trade accounts payable have a short-anticipated maturity and are therefore measured at their nominal amount, undiscounted.
Cash and cash equivalents consist of cash and bank balances, together with shortterm, highly liquid deposits that are readily convertible into a known amount and are subject to an insignificant risk of changes in value.
Provisions are recognised on the balance sheet when the Group has an obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources associated with economic benefits will be required to settle the obligation, and the amount can be estimated reliably. If the Group anticipates receiving compensation corresponding to a provision that has been made, for example through an insurance agreement, the compensation is recognised as an asset in the balance sheet only when it is almost certain that the compensation will be received. If the effect of the time value of the future payment is deemed to be material, the value of the provision is determined by estimating the present value of the expected future payment using a discount factor, before tax, that reflects the market's current valuation of the time value and any risks associated with the obligation. The gradual increase in the amount of the provision resulting from this method is recognised as an interest expense in the income statement.
Systemair operates several different post-employment benefit plans. These are classified as either defined-benefit or defined-contribution plans. A definedbenefit pension plan is one that specifies an amount for the pension benefit that an employee will receive on retirement. A defined-contribution pension plan is one in which the Group pays fixed contributions to a separate legal entity. Defined-contribution plans are recognised as an expense in the period during which the employees perform the service to which the remuneration refers. Defined-benefit plans are measured separately for each plan, based on the benefits earned during prior and current periods. The liability recognised as Provisions for pensions, defined-benefit pension plans, is the present value of the definedbenefit obligation on the balance sheet date, less the fair value of plan assets.
The Group's obligations with regard to the other defined-benefit pension plans are calculated separately for each plan using the Projected Unit Credit Method. In this method, the obligation is calculated as the present value of estimated future pension payments. The obligation thus estimated is compared to the fair value of the plan assets that secure the obligation. The difference is recognised as a liability/asset. The estimation of future payments is based on actuarial assumptions, including assumptions as to life expectancy, future salary increases, personnel turnover and factors relevant to the selection of discount rate.
Actuarial gains and losses arising from experience-based adjustments and changes in actuarial assumptions are recognised directly in other comprehensive income, with payroll tax and deferred tax having been taken into account.
Pension costs relating to service during the current and earlier periods are recognised directly in the income statement. In the case of defined-contribution pension plans, the Group pays contributions to publicly or privately administered pension insurance plans on a compulsory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The benefits are charged to income as they are earned.
No agreements on share-based remuneration exist within the Group.
Systemair assesses all new contracts to determine whether they include leasing components. The factor deciding whether a contract exists is the right to the mainly economic values arising through use of the asset and the right to control use of the asset, and that the supplier does not have a substantial right of replacement.
Systemair has elected to separate non-leasing components and leasing components in contracts relating to buildings. Expenses relating to non-leasing components are to be expensed. In the case of other asset classes, non-leasing components are to be included in the basis of calculation of right-of-use and lease liability.
For a new lease contract, a judgement is made as to whether Systemair will opt to extend the contract, purchase the underlying assets or exercise its right to early termination. In cases where the contract is open, that is, there is no set end date, local laws and regulations may provide right of possession to the lessee. This means that Systemair, as lessee, must itself determine which contract terms is to be regarded as reasonable, instead of basing any decision on the termination clause in the contracts. The lessee determines the contract term by assessing factors such as the importance of the property to the business activity, the lessee's own planned or executed investments in the leased property and the situation of the real estate market.
Estimation of the amount of the lease liability and right-of-use is in the first instance based on the interest rate implicit in the lease. In cases where it cannot be determined, the marginal borrowing rate is instead used, which corresponds to the interest rate the company would have been offered if the acquisition had been financed by a loan from a financial institution. Systemair starts writing off its rights-of-use as of date of commencement of the lease and chooses as period of amortisation either the economic life or lease term, whichever is the shorter.
Systemair applies transitional rules for lease accounting, under which the balance sheet will not report short-term leases (less than 12 months) and leases in which the underlying asset is of low value (less than USD 5,000). Short-term leases and low-value leases are expensed as incurred.
Borrowing costs are charged to income in the period to which they pertain. Any costs incurred in raising loans are distributed over the term of the loan based on the liability recognised.
Income tax consists of current tax and deferred tax. Income taxes are recognised in the income statement when referring to income statement items, and in other comprehensive income when the underlying transaction is recognised in other comprehensive income.
Current tax is tax to be paid or recovered for the current year, based on the tax rates enacted, or substantively enacted, by the balance sheet date. This includes any adjustments in current tax attributable to prior periods.
Deferred tax is recognised in accordance with the balance sheet method, in which deferred tax is calculated for all temporary differences – that is, between the taxable values of assets and liabilities and their carrying amounts – identified on the balance sheet date. Deferred tax assets for unused loss carry-forwards are also recognised in the balance sheet.
However, a deferred tax liability is not recognised in the balance sheet for taxable temporary differences relating to goodwill. Deferred tax is also not recognised if the temporary difference pertains to investments in subsidiaries or associated companies in which the Group has a controlling influence over when the temporary difference will be reversed and it is likely that the temporary difference will not be reversed in the foreseeable future.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences or unutilised loss carry forwards can be applied. The carrying amounts of deferred tax assets are tested on each balance sheet date and are reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised.
Deferred tax assets and tax liabilities are calculated using the tax rates that are expected to apply to the period when the assets are realised or the liabilities settled, based on the tax rate (and the tax legislation) enacted, or substantively enacted, on the balance sheet date. Accrued tax assets and tax liabilities are recognised net in the balance sheet provided that the tax will be paid on the net amount.
In the Parent Company, untaxed reserves are recognised including deferred tax liabilities. In the consolidated accounts, untaxed reserves are divided into two components: a deferred tax liability recognised as a provision, and a portion of equity.
The cash flow statement presents incoming and outgoing payments. The indirect method is used for operating activities. In addition to cash and bank balances, cash and cash equivalents consist of current ready assets with an original maturity less than three months.
Government subsidies are recognised when there is reasonable assurance that the Company will meet the conditions attached to the grant and will receive the grant. In the past, the Group has received three types of government subsidy: government grants, loans for which repayment may be waived and grants based on assets.
Systemair has received various government subsidies related to Covid-19 in different countries where the Group operates. In the 2020/21 financial year, the subsidies totalled SEK 29.0 million (6.2). The grants are recognised under the heading of Other operating income.
In addition to Covid-19-related grants, Systemair received product development grants of SEK 0.7 million (1.4) in the Netherlands and SEK 0.3 million (0.4) in the Czech Republic. The grants are recognised under the heading of Other operating income.
In Lithuania, the Company received an investment grant. The subsidy consisted of a tax reduction totalling SEK 3.1 million (0.6).
In Turkey, the Company received a social insurance grant of SEK 1.4 million (1.7). The grant reduced the cost of goods sold.
In Spain, Systemair received an investment grant of SEK 0.1 million. The grant reduced the cost of goods sold.
The preparation of financial statements requires complex estimates and assessments for accounting purposes. Management also makes various judgements when applying the Group's accounting policies. Estimates and assessments may affect the income statement, balance sheet and supplementary disclosures provided in the financial statements. The estimates and assumptions that could constitute a risk of significant adjustments to the recognised amounts during the financial year ahead are described below.
Every year, Group Management tests goodwill for impairment in accordance with the accounting policy described above. Number of estimates must be made for this test. For more detailed information on impairment testing of goodwill, see Note 16.
Estimates and assessments play a major role in measuring provisions for pensions. The present-value calculation of this item is based on actuarial assumptions. Estimates and assessments are evaluated continuously, based on past experience and reasonable expectations for the future. In the case of pension obligations, the present-value calculation is based on assumptions described in Note 27.
Systemair benefits from loss carry-forwards that have arisen mainly through the acquisition of companies with deficits in previous operations, but have also arisen in day-to-day operations, especially in start-ups. Group Management has made assumptions and assessments as to the future earning capacity of these subsidiaries and, on that basis, has assessed the possibilities for offsetting these losses against future profits. If Systemair's operations fail in generating sufficient taxable surpluses in the future, the deferred tax assets recognised in the Company's accounts may be written down. Tax assets may also be written down if the tax authorities are of the opinion that the losses are not in whole or in part taxdeductible. If the Company cannot fully utilise the loss carry-forwards, the Company's earnings and financial position may be adversely affected.
Systemair is involved in disputes and legal proceedings within the scope of its operating activities. Management consults with legal experts on issues involving legal disputes and with other experts in and outside the Company on issues concerning day-to-day business activities.
In our best judgement, neither the Parent Company nor any subsidiary is at present involved in any legal or arbitration proceedings that are anticipated to have any material impact on the business, the financial position or the results of operations.
Assessment of anticipated credit losses is performed locally at every company in line with a local credit policy which is implemented locally in accordance with a standard Group template. Outstanding trade accounts receivable are monitored and reported regularly at each company and at Group level. For more information on trade accounts receivable and expected credit losses, see Note 21 Trade accounts receivable.
Systemair's business involves risks that to a varying extent may adversely affect the Group. These may be divided into operation-related risks, such as the market risk in the cyclical construction industry and changes in the competitive situation; and financial risks, chiefly currency exposure. Both operation-related and financial risks may in the short and the long term affect Systemair's ability to achieve its set objectives according to the Company's business plan. Systemair works continuously on updating the Group's risk situation via a documented, systematic process at Board level, in which risks are identified, assessed, monitored and reported. Priority is given to the risks that are judged to represent the potentially greatest negative effect, on the basis of the probability of their occurring and the possible impact on the business.
Like other global companies, Systemair is affected by pandemics, and in 2020/21 the Group was affected by Covid-19. During the year, the company took the necessary measures to mitigate the impact of the pandemic and has followed the recommendations of WHO. The early part of the 2021/22 financial year will continue to be dominated by the effects of Covid-19. Systemair is therefore monitoring the course of the pandemic and is ready to take the necessary measures to reduce its impact on the Group's results and position.
The table below illustrates the hypothetical effects of changes in certain factors on Systemair's 2020/21 operating profit. The calculations below are hypothetical and should not be interpreted as indicating that changes in certain factors are any more or less likely or, if any change takes place, the extent of such change. Actual changes and their effect may be greater or lesser than indicated in the table below. It is also likely that actual changes will affect several items. Thus, caution is called for when interpreting the sensitivity analysis, in that changes in various items may have a counteractive effect.
| SEK m. | 30/04/2021 30/04/2020 | |
|---|---|---|
| +/- 5% in selling prices | +/–426 | +/–446 |
| +/- 5% in material costs | +/–184 | +/–192 |
| +/- 5% in selling and administration expenses | +/–114 | +/–121 |
| +/- 5% in balance sheet rates, effect on net assets | +/–72 | +/–56 |
| +/- 5% in the SEK/EUR exchange rate | +/–38 | +/–42 |
| +/- 5% in the SEK/NOK exchange rate | +/–4 | +/–2 |
| +/- 5% in the SEK/RUB exchange rate | +/–2 | +/–2 |
| +/- 5% in the SEK/USD exchange rate | +/–3 | +/–2 |
Of Systemair's total sales, 92 percent (92) are made in currencies other than SEK. As a result, fluctuations in the SEK exchange rate affect the Group's gross profit. Systemair's major foreign currencies are EUR, USD, RUB and NOK, as shown above. The table shows that a change of +/–5 percent in the SEK/EUR exchange rate would have an impact of approximately SEK 38 million (42) on operating profit for 2020/21. This effect is largely offset by the effects on net financial items of exchange gains and losses on borrowing denominated in EUR.
Systemair's net assets in foreign currencies total SEK 2,361 million (2,181), with the largest assets being denominated in EUR, CZK and DKK. A rise or fall of 5 percent would increase or decrease net assets by SEK 72 million (56).
Systemair's markets are fragmented and exposed to competition, so a large number of small, local businesses and a small number of major international corporations operate in Systemair's markets. Some of Systemair's current or future competitors may have greater resources than Systemair and may use such resources to expand their market shares through aggressive pricing strategies. This could force Systemair to reduce its prices to remain competitive and not lose market shares. If Systemair is exposed to increased price competition or loses market shares, the Company's operations, earnings and financial position may be adversely affected. The ventilation sector still consists largely of a number of relatively local actors. Should rapid international consolidation take place in the ventilation sector, and should Systemair not be part of that consolidation, there is a risk of exclusion from the market. Systemair has addressed that risk by establishing factories in low-cost countries such as India and Lithuania, and by establishing new sales companies in new markets.
Systemair's products are used in new construction as well as in renovations, conversions and additions (in Sweden referred to as the "ROT" sector). The construction industry normally follows a cyclical pattern, above all in new construction, while ROT projects often mitigate the cyclical effect. The industry's performance is considerably influenced by the state of the economy in general, which in turn is affected by interest rates, unemployment, inflation, political decisions, taxes, stock market trends and other factors. Changes in circumstances affecting the construction industry may be difficult to foresee, and a slowdown in the industry in Systemair's markets could reduce demand for the Company's products and/or could lead to lower prices for the Company's products, which could adversely affect Systemair's operations, earnings and financial position. Systemair's sales are also vulnerable to seasonal fluctuations, with sales mostly being lower during July and December.
Ebm-papst and Ziehl-Abegg, two German manufacturers of fan motors, are major suppliers to Systemair. Some of Systemair's products have been developed in association with these suppliers, so to an extent Systemair depends on the ability of these manufacturers to continue supplying motors to the Company. Thus, supply problems at either of these suppliers could disrupt Systemair's production and have negative impact on Systemair's operations, earnings and financial position. Another important component in Systemair's products is steel, in the form of sheet steel, so the Company's operations are to a certain extent affected by fluctuations in the price of steel and any disruptions in deliveries of steel. Historically, it has been possible to spread price increases across the various actors, but there is no guarantee that this will continue in future. If future price increases cannot be distributed among actors in the market, Systemair's operations, earnings and financial position may be adversely affected.
Systemair's brands are vital to the Company's operations. Systemair's major brands include Systemair, Frico, Fantech and Menerga. Systemair assesses the brand situation on an ongoing basis and registers each brand in the countries in which they are used to any significant extent. However, the Company cannot guarantee that these measures are sufficient to protect Systemair's brands. Neither can Systemair guarantee that the Company's competitors will not try to use its brands in the marketing of their products or otherwise infringe its intellectual property rights. If the Company's brands cannot be protected, for whatever reason, the Company's operations, earnings and financial position may be adversely affected.
Systemair's operations are dependent on its production plant and distribution centres. If any of them is destroyed or closed or if the equipment at the plant suffers serious damage, production and distribution of Systemair's products could be disrupted or suspended for a certain period. An extensive and prolonged shutdown could have a huge impact on the Company's ability to produce or distribute the products affected. Systemair has contracted insurance against property damage and stoppages, in the amounts that the Company deems sufficient; however, there is no guarantee that the entire loss for the Company would be indemnified in the event of any damage. As a result, damage to production or distribution facilities may adversely affect the Company's operations, earnings and financial position.
As a result of the Covid-19 pandemic, Systemair experienced some business interruptions during the last quarter of the 2019/20 financial year and the first quarter of 2020/21, which resulted in the temporary shutdown of some of the Group's production units. These interruptions were not covered by the insurance policies taken out by Systemair. The shutdowns therefore had a negative impact on the Company's results. During the financial year, focus remained closely on managing the effects of the Covid-19 pandemic. By the end of the first quarter of 2020/21, all of the Group's production facilities were back in operation.
For several consecutive years, Systemair has made a considerable number of business combinations. The companies acquired have been integrated into Systemair's other operations. In many cases, the companies acquired had operational and financial problems, which required substantial input by Systemair, not least in the form of management resources. Expansion through acquisition remains a Systemair ambition, and in future more companies that complement or augment the Company's operations may be acquired. The acquisition of companies may involve many different operational and financial risks. Along with well- or lesser-known company-specific risks, these risks include the possible departure of suppliers, customers or key personnel from the company acquired. In addition, integrating the companies acquired may turn out to be more costly or time-consuming than expected, and the anticipated synergistic benefits may not be achieved as expected, or at all. These and other acquisition-related risks may adversely affect the Company's operations, earnings and financial position.
Systemair has a highly developed IT infrastructure, the core of which is its enterprise resource planning (ERP) system. The ERP system is vital to Systemair's ability to deliver products to its customers at the time appointed and to manage trade accounts receivable and inventory levels. Problems in maintaining, upgrading and integrating these systems may adversely affect the Company's reputation among its customers, increase operating costs and reduce profitability. These systems are also vulnerable to power outages, system errors, computer viruses, network faults and other risks. In the event of a failure in the IT infrastructure, the Company's operations, earnings and financial position may be adversely affected.
Systemair's customers normally expect detailed performance data on their ventilation products. Thus, Systemair provides detailed product specifications and the Company conducts continuous tests in its own test facilities to ensure that its products meet their specifications. However, it cannot be ruled out that a product the Company has sold may not live up to its product specifications, which may result in claims against the Company. Further, the Company is subject to legal regulations on product liability that, in the event of personal injury or damage to property, may entitle the injured party to compensation from the Company. The Company has contracted global product liability insurance that, in the Company's view, is sufficient to cover any claim for damages. However, this cannot be guaranteed. If a claim for compensation against the Company is upheld and the claim is not covered by the Company's insurance, the Company's operations, earnings and financial position may be adversely affected.
Systemair conducts, via subsidiaries or representative offices, its own operations in 50 countries, several of which are in the process of rapid development and transformation into market economies. As a result, the Company is exposed to risks associated with international business operations, such as trade policy decisions in the form of the introduction or extension of excise duties in the Company's markets, which could significantly and adversely affect the Company's operations. Other risks include differences in the regulatory frameworks of different countries, limited legal protection for intellectual property rights in certain countries, different accounting standards and systems of taxation, changing terms and conditions of payment between different countries and the possibility of political instability. Systemair has substantial sales to Russia, for example, which is one of Systemair's single largest export markets. Political tensions in the development of that society and uncertainty in its legal system, as well as uncertainty in trade policy, mean that conditions in the Russian market could change quickly and that Systemair's assets in the country could become uncertain. Each of the abovementioned risks could adversely affect Systemair's operations, earnings and financial position.
The Systemair Group is exposed to financial risks through its international operations and its loan financing. Financial risk arises when interest and exchange rates fluctuate, which causes variations in the Group's cash flows, and when credit lines are to be renegotiated. Financial risk includes the risk of a counterparty failing to meet their obligations. The objective of risk management in the Group is to limit any possible adverse impact on the Group's earnings and cash flow. Risk is monitored and followed up on an ongoing basis by the Group treasury as well as by the major subsidiaries.
In trading between Group companies and with suppliers and customers, a transaction risk arises if payment is made in a currency other than the local currency of the particular Group Company. Systemair's extensive international operations
represent substantial sales in various currencies and thus exposure to foreign exchange risk. This risk arises primarily vis-à-vis the EUR and USD and is partly hedged as per Systemair's foreign exchange policy. Systemair does not use hedge accounting.
The main foreign exchange exposure in the Group arises in the Swedish Group companies. In 2020/21, Group companies in Sweden invoiced 47 percent (43) of their business in SEK, 52 percent (56) in EUR and 1 percent (1) in other currencies. The Group also has foreign exchange exposure at Systemair HSK in Turkey, where 73 percent (80) of invoicing was in EUR and 21 percent (14) in USD.
Each year, an estimate is made of the future net inflow of EUR, 50 percent of which is usually hedged. Forward contracts extend for a maximum of 18 months ahead. On the balance sheet date, the Group had forward foreign exchange contracts in EUR/SEK.
Translation exposure arises upon consolidation, when the assets and liabilities of foreign subsidiaries are translated to SEK. Systemair applies the current method, in which assets, liabilities and equity are translated at the exchange rates prevailing on the balance sheet date, while income statement items are translated at average rates for the year. Any exchange differences resulting from the use of this method are recognised directly in other comprehensive income. Systemair has adopted the policy of hedging part of this translation exposure. This may result in exchange rate differences that affect the Group's equity.
On the balance sheet date, the value of foreign net assets totalled SEK 2,361 million (2,181). Major net assets consisted of SEK 1,284 million (1 232) in EUR, SEK 175 million (159) in CZK, SEK 162 million (148) in DKK, SEK 154 million (140) in USD, SEK 126 million (82) in CAD, SEK 115 million (65) in NOK, SEK 96 million (82) in RUB, SEK 72 million (76) in INR, SEK 66 million (68) in MYR and SEK 56 million (72) in TRY.
The impact of foreign currency on equity is recognised as a translation difference in the amount of SEK –174.2 million (–27.6).
Systemair intends to continue to finance a certain portion of its operations by borrowing from credit institutions. Loan agreements include conditions consisting of standard restrictions, or covenants. This borrowing represents certain risks to the Company's shareholders. For example, if major changes occur in the Company's markets, Systemair may have difficulty in securing new credit facilities and as a result may need to use a larger portion of its cash flow for interest payments and amortisation.
The interest rate risk is the risk of changes in current interest rates adversely affecting the Group. Systemair is a net borrower. Net indebtedness at year-end totalled SEK 1,540.4 million (1,980.7), and so the Group is adversely affected by rising interest rates. Interest-bearing liabilities on the balance sheet date, translated to Swedish kronor, totalled SEK 1,787.1 million (2,273.8). According to Systemair's financial policy, the fixed-interest term for 2020/21 was 3–12 months. A change of +/–1 percentage point in the interest rate on borrowing would have an impact of about SEK 18 million (23) on the Group's net financial items for the following 12-month period.
Credit risk is the risk that one of Systemair's counterparties may be unable to meet their payment obligations, which may thus cause a loss to the Company. A credit appraisal is made based on knowledge the Company's management has of the customer and, if necessary, with the aid of credit rating companies. Every customer also has a credit limit, which may only be exceeded if a new credit appraisal is made. Liquidity risk is the risk that a lack of ready funds will prevent the Company from fulfilling its financial obligations or will reduce its capacity to conduct its operations in an effective manner. Liquidity is greatly affected by credit to customers and credit from suppliers. As Systemair's operations have expanded in new markets with different payment customs, credit periods have lengthened somewhat. This has increased the cost of tied-up capital as well as the risk of credit losses and consequently a greater risk of negative effects on the Company's ready cash and earnings. In recent years, Systemair has employed a focused strategy for increasing the portion of long-term loans, in order thereby to secure long-term liquidity in the Group.
The Group's operations consist for the most part of manufacture and sale of ventilation products. Internal follow-up of operations is performed per legal entity by Systemair's highest executive decision-maker. As a result, every legal entity constitutes an operating segment. If several countries and markets show similar economic characteristics, they may be aggregated in segment reporting. Systemair aggregates into the geographical segments of Europe, together with America, the Middle East, Asia, Australia and Africa. The market segment Europe accounts for the major share of Systemair's business. The segment Europe consists of a large number of markets. The legal entities within Europe work with each other in manufacturing and sales. The Company also judges that in every material respect similar economic condition exist in the region, and so aggregation of the legal entities within the region is justified. Systemair further considers that accounting for the aggregated segments presents a clearer picture. The Parent Company is accounted for via a separate segment, Group-wide. The subsidiaries are aggregated based on their legal domicile and consolidation takes place according to the same principles as for the Group as a whole.
| America, the Middle East, |
|||||
|---|---|---|---|---|---|
| Group | Europe | Asia, Australia and Africa |
Group wide |
Elimina tions |
Total |
| 2020/21 | |||||
| Net sales, external | 6,639.4 | 1,879.8 | – | – | 8,519.2 |
| Net sales, intra-Group | 137.4 | 19.7 | 132.3 | –289.4 | – |
| Operating profit/loss | 636.4 | 127.9 | –87.6 | – | 676.7 |
| Operating margin, % | 9.6 | 6.8 | – | – | 7.9 |
| Profit after net fin. items | 797.6 | 74.5 | –308.1 | – | 564.0 |
| Profit margin, % | 12.0 | 4.0 | – | – | 6.6 |
| Assets | 4,380.1 | 1,200.2 | 3,885.5 | –2,510.3 | 6,955.5 |
| Investments | 329.5 | 84.2 | 34.6 | – | 448.3 |
| Depreciation/amortisa tion and impairments |
318.2 | 61.3 | 20.3 | – | 399.8 |
| 2019/20 | |||||
| Net sales, external | 7,037.8 | 1,877.1 | – | – | 8,914.9 |
| Net sales, intra-Group | 157.1 | 20.3 | 148.3 | –325.7 | – |
| Operating profit/loss | 652.3 | 77.7 | –104.3 | – | 625.7 |
| Operating margin, % | 9.3 | 4.1 | – | – | 7.0 |
| Profit after net fin. items | 719.2 | 54.6 | –230.1 | – | 543.7 |
| Profit margin, % | 10.2 | 2.9 | – | – | 6.1 |
| Assets | 4,183.0 | 1,199.8 | 4,143.5 | –2,426.4 | 7,099.9 |
| Investments | 147.5 | 16.5 | 71.4 | – | 235.4 |
| Depreciation/amortisa tion and impairments |
314.5 | 52.6 | 25.5 | – | 405.4 |
The Group's operations are geographically divided mainly into the Nordic region, Western Europe (excluding the Nordic region), Eastern Europe and CIS, North and South America and Middle East, Asia, Australia and Africa.
Region Nordic comprises Denmark, the Faroes, Finland, Greenland, Iceland, Norway, Sweden and Åland.
Region Western Europe includes Andorra, Austria, Belgium, Cyprus, France, Germany, Greece, Ireland, Italy, Liechtenstein, Luxembourg, Malta, the Netherlands, Portugal, San Marino, Spain, Switzerland and the United Kingdom.
Region Eastern Europe and CIS consists of Albania, Armenia, Azerbaijan, Belarus, Bosnia & Herzegovina, Bulgaria, Croatia, the Czech Republic, Estonia, Georgia, Hungary, Kazakhstan, Latvia, Lithuania, Macedonia, Moldavia, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Slovenia, Tajikistan, Turkmenistan, Ukraine and Uzbekistan.
North and South America comprises Brazil, Canada, Chile, Colombia, Costa Rica, Cuba, Guatemala, Honduras, Jamaica, Mexico, Panama, Paraguay, Peru, Puerto Rico, Surinam and the USA.
Middle East, Asia, Australia and Africa consists of Afghanistan, Algeria, Angola, Australia, Bahrain, Bangladesh, Benin, Botswana, Brunei, Burma, Cambodia, Cameroon, Cap Verde, China, Congo, Egypt, Ethiopia, Gabon, Ghana, India, Indonesia, Iran, Iraq, Israel, Ivory Coast, Japan, Jordan, Kenya, Kuwait, Lebanon, Madagascar, Malaysia, Mali, Mauritius, Mongolia, Morocco, Mozambique, Namibia, New Zealand, Nigeria, Oman, Pakistan, the Philippines, Qatar, Ruanda, Saudi Arabia, Senegal, Singapore, Somalia, Sudan, South Africa, South Korea, Swaziland, Taiwan, Tanzania, Thailand, Tunisia, Turkey, the United Arab Emirates, Vietnam, Yemen, Zambia and Zimbabwe.
Sales income is allocated, below, to the geographical market where the customer is located. Assets and investments are recognised where the asset is located.
The table below shows external net sales in Systemair's 10 biggest markets based on the customer's domicile. Systemair has an extremely broad customer base, with nearly 100,000 customers. No individual customer normally represents more than around 1 percent of the Company's total sales. As a result, Systemair shows limited dependence on individual customers.
| Net sales Geographical breakdown |
Non-current assets1) | ||||
|---|---|---|---|---|---|
| Group | 2020/21 | 2019/20 | 2020/21 | 2019/20 | |
| Norway | 692.9 | 714.2 | 74.3 | 73.8 | |
| Sweden | 548.1 | 517.1 | 305.5 | 268.3 | |
| Denmark | 292.6 | 309.0 | 132.1 | 154.4 | |
| Rest of Nordic region | 192.6 | 223.2 | 6.7 | 3.3 | |
| Total Nordic region | 1,726.2 | 1,763.5 | 518.6 | 499.8 | |
| Germany | 1,157.2 | 1,120.2 | 424.3 | 492.5 | |
| France | 590.9 | 603.3 | 109.6 | 117.9 | |
| Netherlands | 362.5 | 410.5 | 121.0 | 130.9 | |
| United Kingdom | 345.2 | 376.1 | 43.4 | 49.2 | |
| Spain | 279.7 | 272.7 | 207.1 | 224.1 | |
| Rest of Western Europe | 939.1 | 1,006.2 | 311.4 | 332.1 | |
| Total Western Europe | 3,674.6 | 3,789.0 | 1,216.8 | 1,346.7 | |
| Russia | 359.3 | 431.7 | 160.5 | 49.8 | |
| Rest of Eastern Europe and CIS | 842.9 | 1,041.8 | 551.6 | 500.3 | |
| Total Eastern Europe and CIS | 1,202.2 | 1,473.5 | 712.1 | 550.1 | |
| USA | 543.2 | 545.9 | 71.0 | 86.7 | |
| Other North and South Amer ica |
335.8 | 325.0 | 172.2 | 149.6 | |
| Total North and South America | 879.0 | 870.9 | 243.2 | 236.3 | |
| Other Middle East, Asia, Australia and Africa |
1,037.2 | 1,018.0 | 373.7 | 422.8 | |
| Total Middle East, Asia, Australia and Africa |
1,037.2 | 1,018.0 | 373.7 | 422.8 | |
| 8,519.2 | 8,914.9 | 3,064.4 | 3,055.7 |
1) Non-current assets refers to intangible assets, property, plant and equipment and right-of-use assets.
Parent Company sales consist entirely of intra-Group services to other Group companies.
| By geographical market | Parent Company | ||
|---|---|---|---|
| Net sales | 2020/21 | 2019/20 | |
| Nordic region | 40.3 | 45.3 | |
| Western Europe | 51.0 | 57.6 | |
| Eastern Europe and CIS | 20.5 | 23.4 | |
| North and South America | 9.1 | 9.8 | |
| Middle East, Asia, Australia and Africa | 11.4 | 12.2 | |
| 132.3 | 148.3 |
The Group's revenue is generated in the main from the manufacture and sale of ventilation products, as well as from the servicing of ventilation products. Total revenue for the financial year was SEK 8,519.2 million (8,914.9), of which servicing of ventilation products accounted for SEK 325.3 million (311.6). The table shows a breakdown of revenue per segment.
| America, Middle East, Asia, Australia and |
||||
|---|---|---|---|---|
| Group | Europe | Africa | Total | |
| 2020/21 | ||||
| Sales of ventilation and heating products, recognised at a certain point in time |
6,164.6 | 1,670.6 | 7,835.2 | |
| Sales of ventilation and heating products, recognised over time |
168.6 | 190.1 | 358.7 | |
| Servicing recognised at a certain point in time |
154.9 | 1.0 | 155.9 | |
| Servicing recognised over time | 151.3 | 18.1 | 169.4 | |
| 6,639.4 | 1,879.8 | 8,519.2 | ||
| 2019/20 | ||||
| Sales of ventilation and heating products, recognised at a certain point in time |
6,581.2 | 1,594.5 | 8,175.7 | |
| Sales of ventilation and heating products, recognised over time |
161.5 | 266.1 | 427.6 | |
| Servicing recognised at a certain point in time |
140.1 | 0.4 | 140.5 | |
| Servicing recognised over time | 155.0 | 16.1 | 171.1 | |
| 7,037.8 | 1,877.1 | 8,914.9 |
| Group | ||
|---|---|---|
| Contractual balances | 2020/21 | 2019/20 |
| Contractual assets | 8.8 | 23.8 |
| Contractual liabilities | 0.5 | 0.8 |
Of contractual assets at the beginning of the year, SEK 23.8 million was recognised as income during the year. The major share of the Group's sales is made with payment terms of 30 to 60 days.
| Cost of goods sold |
Selling expenses |
Administration expenses |
Total | |
|---|---|---|---|---|
| 2020/21 | ||||
| Costs of materials | –3,683.5 | – | – | –3,683.5 |
| Personnel costs | –1,351.9 | –1,075.9 | –260.6 | –2,688.4 |
| Depreciation/ Amortisation costs |
–168.8 | –146.4 | –33.8 | –349.0 |
| Other costs | –355.3 | –639.0 | –133.4 | –1,127.7 |
| –5,559.5 | –1,861.3 | –427.8 | –7,848.6 | |
| 2019/20 | ||||
| Costs of materials | –3,830.8 | – | – | –3,830.8 |
| Personnel costs | –1,462.8 | –1,102.3 | –253.6 | –2,818.7 |
| Depreciation/ Amortisation costs |
–166.0 | –155.8 | –10.5 | –332.3 |
| Other costs | –371.7 | –729.4 | –160.3 | –1,261.4 |
| –5,831.3 | –1,987.5 | –424.4 | –8,243.2 |
Product development costs totalled approximately SEK 225 million (225) in 2020/21. Personnel costs represent the major share of costs recognised under the heading of Cost of goods sold.
| Group | Parent Company | ||
|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 |
| –5.9 | –6.2 | –1.2 | –1.1 |
| –0.3 | –0.7 | –0.1 | –0.5 |
| – | –0.3 | – | –0.3 |
| –6.2 | –7.2 | –1.3 | –1.9 |
| –3.8 | –3.4 | – | – |
| –0.4 | –1.1 | – | – |
| –2.2 | –1.9 | – | – |
| –1.3 | –1.0 | – | – |
| –7.7 | –7.4 | – | – |
| –13.9 | –14.6 | –1.3 | –1.9 |
| Group 2020/21 | Buildings and land |
Cars and other vehicles |
Other right-of use assets |
|---|---|---|---|
| Accumulated historical cost | |||
| At start of year | 264.1 | 101.2 | 17.6 |
| Acquired leases | 0.6 | 0.3 | – |
| New leases | 129.0 | 33.1 | 4.8 |
| Lease cancellations/expired and terminated contracts |
–38.0 | –12.9 | –8.3 |
| Translation difference | –13.2 | –4.5 | –0.6 |
| 342.5 | 117.2 | 13.5 | |
| Accumulated depreciation/ amortisation |
|||
| At start of year | –73.8 | –25.8 | –7.1 |
| Cancelled leases | 29.1 | 9.5 | 7.8 |
| Translation difference | 5.3 | 2.0 | 0.2 |
| Depreciation/amortisation for the year |
–74.3 | –33.1 | –5.7 |
| –113.7 | –47.4 | –4.8 |
Carrying amount 228.8 69.8 8.7
| Buildings | Cars and other |
Other right-of | |
|---|---|---|---|
| Group 2019/20 | and land | vehicles | use assets |
| Accumulated historical cost | |||
| At start of year | – | – | – |
| Change of accounting policy IFRS 16 | 248.2 | 52.2 | 13.7 |
| New leases | 23.1 | 50.0 | 4.6 |
| Cancelled leases | –3.8 | –1.5 | –0.4 |
| Translation difference | –3.4 | 0.5 | –0.3 |
| 264.1 | 101.2 | 17.6 | |
| Accumulated depreciation/ amortisation |
|||
| At start of year | – | – | – |
| Cancelled leases | 1.9 | 0.6 | 0.1 |
| Translation difference | 1.5 | 0.0 | 0.2 |
| Depreciation/amortisation for the | |||
| year | –77.2 | –26.4 | –7.4 |
| –73.8 | –25.8 | –7.1 | |
| Carrying amount | 190.3 | 75.4 | 10.5 |
| Group | ||
|---|---|---|
| Amounts recognised in income statement | 2020/21 | 2019/20 |
| Amortisation of right-of-use assets | –113.1 | –109.5 |
| Interest expense | –7.9 | –8.4 |
| Expenses related to short-term and low-value leases | –6.6 | –4.7 |
| Total | –127.6 | –122.6 |
| Group | ||
|---|---|---|
| Cash flow | 2020/21 | 2019/20 |
| Interest expense, lease liabilities | –7.9 | –8.4 |
| Amortisation of lease liabilities | –111.3 | –107.9 |
| Total cash flow | –119.2 | –116.3 |
| Group | ||
|---|---|---|
| Contractual future lease fees, maturing leases | 2020/21 | 2019/20 |
| Within a year | 105.4 | 101.7 |
| Within 1–2 years | 82.3 | 68.4 |
| Within 2–5 years | 117.1 | 97.0 |
| More than 5 years | 13.3 | 19.2 |
| Total | 318.1 | 286.3 |
| Group | ||||
|---|---|---|---|---|
| Maturity structure of lease liability | 2020/21 | 2019/20 | ||
| Within a year | 106.0 | 102.0 | ||
| Within 1–2 years | 81.2 | 67.4 | ||
| Within 2–5 years | 112.0 | 92.3 | ||
| More than 5 years | 12.4 | 17.8 | ||
| Total | 311.6 | 279.5 |
| Parent Company | |||
|---|---|---|---|
| Lease costs recognised | 2020/21 | 2019/20 | |
| Within a year | 2.4 | 1.7 | |
| Within 1–2 years | 1.3 | – | |
| Within 2–5 years | 0.7 | – | |
| Total | 4.4 | 1.7 |
Operating leases refer mainly to leases for office properties and company cars for employees.
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | ||
| Exchange rate gains in operations |
116.0 | 95.3 | 24.3 | 4.8 | |
| Gain on sale of property, plant and equipment |
3.3 | 6.0 | – | – | |
| Other miscellaneous income | 76.8 | 67.0 | 2.2 | 1.0 | |
| 196.1 | 168.3 | 26.5 | 5.8 |
The item Miscellaneous other operating income for 2020/21 includes Covid-19 related government subsidies of SEK 29.0 million (6.2) received by the Group.
| Group | Parent Company | |||
|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | |
| Exchange rate losses in operations |
–101.3 | –117.9 | –2.3 | –2.1 |
| Intra-Group expenses | – | – | –47.1 | –53.7 |
| Loss on sale of property, plant and equipment |
–1.0 | –0.5 | – | – |
| Other miscellaneous expenses | –87.7 | –95.9 | –20.2 | –15.3 |
| –190.0 | –214.3 | –69.6 | –71.1 |
Miscellaneous other expenses include goodwill impairments of SEK –46.3 million (–37.8).
| 2020/21 | 2019/20 | |||
|---|---|---|---|---|
| Average number of employees |
Of whom, men |
Average number of employees |
Of whom, men |
|
| Parent Company | 63 | 39 | 54 | 35 |
| Subsidiaries in: | ||||
| Nordic region | 877 | 781 | 911 | 761 |
| Sweden | 524 | 452 | 520 | 432 |
| Denmark | 177 | 162 | 211 | 188 |
| Finland | 18 | 11 | 18 | 11 |
| Norway | 158 | 156 | 162 | 130 |
| Western Europe | 2,094 | 1,703 | 2,140 | 1,724 |
| Belgium | 38 | 30 | 33 | 26 |
| England | 90 | 67 | 90 | 68 |
| Greece | 10 | 6 | 9 | 6 |
| France | 231 | 179 | 231 | 178 |
| Netherlands | 195 | 172 | 204 | 168 |
| Ireland | 8 | 7 | 8 | 7 |
| Italy | 116 | 81 | 163 | 118 |
| Portugal | 23 | 14 | 22 | 12 |
| Switzerland | 53 | 44 | 54 | 45 |
| Spain | 467 | 390 | 494 | 413 |
| Germany | 838 | 691 | 807 | 661 |
| Austria | 25 | 22 | 25 | 22 |
| Eastern Europe and CIS | 1,385 | 947 | 1,414 | 975 |
| Azerbaijan | 8 | 8 | 7 | 6 |
| Estonia | 12 | 8 | 13 | 8 |
| Kazakhstan | 6 | 3 | – | – |
| Croatia | 17 | 14 | 12 | 11 |
| Latvia | 8 | 7 | 7 | 6 |
| Lithuania | 277 | 177 | 276 | 177 |
| Poland | 56 | 34 | 56 | 43 |
| Romania | 8 | 7 | 7 | 6 |
| Russia | 287 | 172 | 285 | 167 |
| Serbia | 9 | 4 | 9 | 5 |
| Slovakia | 266 | 183 | 275 | 181 |
| Slovenia | 147 | 130 | 152 | 137 |
| Czech Republic | 269 | 193 | 301 | 222 |
| Ukraine | 3 | 1 | 3 | 1 |
| Hungary | 6 | 5 | 5 | 4 |
| Belarus | 6 | 1 | 6 | 1 |
| North and South America | 479 | 365 | 479 | 343 |
| Brazil | 79 | 63 | 78 | 71 |
| Chile | 4 | 3 | 4 | 3 |
| Canada | 249 | 196 | 247 | 161 |
| Mexico | 4 | 3 | 2 | 2 |
| Peru | 6 | 6 | 6 | 5 |
| USA | 137 | 94 | 142 | 101 |
| Middle East, Asia, Australia and Africa |
966 | 886 | 967 | 888 |
| Australia | 56 | 45 | 54 | 46 |
| United Arab Emirates | 14 | 12 | 14 | 12 |
| India | 395 | 412 | 399 | 390 |
| China | 4 | 3 | 5 | 4 |
| Morocco | 29 | 20 | 20 | 9 |
| Malaysia | 135 | 97 | 124 | 101 |
| Saudi Arabia | 7 | 6 | – | – |
| Singapore | 10 | 6 | 11 | 6 |
| South Africa | 85 | 70 | 77 | 60 |
| Taiwan | 1 | 1 | 1 | 1 |
| Turkey | 218 | 202 | 248 | 246 |
| Qatar | 12 | 12 | 14 | 13 |
| 5,864 | 4,721 | 5,965 | 4,726 |
| Percentage of women on boards | Group | Parent Company | |||
|---|---|---|---|---|---|
| and in management | 2020/21 | 2019/20 | 2020/21 | 2019/20 | |
| Board, excluding employee representatives |
40% | 40% | |||
| Group Management | 29% | 29% | |||
| Company managements | 10% | 9% |
| Salaries, other remuneration and | Salaries and remunera tion |
Social security expenses | |||
|---|---|---|---|---|---|
| social security expenses | 2020/21 | 2019/20 | 2020/21 | 2019/20 | |
| Board and President | |||||
| Parent Company | 7.4 | 6.4 | 3.0 | 2.7 | |
| Subsidiaries in the Nordic region |
12.4 | 13.3 | 4.9 | 5.1 | |
| Western Europe | 41.4 | 47.2 | 8.9 | 9.1 | |
| Eastern Europe and CIS | 19.1 | 18.8 | 5.7 | 5.6 | |
| North and South America | 5.6 | 5.9 | 1.1 | 1.2 | |
| Middle East, Asia, Australia and Africa |
10.6 | 11.9 | 0.5 | 0.8 | |
| Total, Board and President | 97.3 | 103.5 | 24.2 | 24.5 |
| Senior executive remuneration recognised during the year |
Basic salary/ Fee |
Variable pay |
Other benefits |
Pension cost |
Total |
|---|---|---|---|---|---|
| 2020/21 | |||||
| Gerald Engström – Chairman of the Board |
1.0 | – | – | – | 1.0 |
| Carina Andersson – Member | 0.4 | – | – | – | 0.4 |
| Svein Nilsen – Member | 0.3 | – | – | – | 0.3 |
| Patrik Nolåker – Member | 0.3 | – | – | – | 0.3 |
| Gunilla Spongh – Member | 0.3 | – | – | – | 0.3 |
| Roland Kasper – Chief Executive Officer |
3.9 | 1.6 | 0.1 | 0.7 | 6.3 |
| Other senior executives | 10.8 | 2.7 | 0.5 | 3.7 | 17.7 |
| Total | 17.0 | 4.3 | 0.6 | 4.4 | 26.3 |
| Senior executive remuneration | Basic salary/ |
Variable | Other | Pension | |
|---|---|---|---|---|---|
| recognised during the year | Fee | pay | benefits | cost | Total |
| 2019/20 | |||||
| Gerald Engström – Chairman of the Board |
1.0 | – | – | – | 1.0 |
| Carina Andersson – Member | 0.4 | – | – | – | 0.4 |
| Hans Peter Fuchs – Member1) | 0.2 | – | – | – | 0.2 |
| Svein Nilsen – Member | 0.3 | – | – | – | 0.3 |
| Patrik Nolåker – Member | 0.3 | – | – | – | 0.3 |
| Gunilla Spongh – Member2) | 0.2 | – | – | – | 0.2 |
| Roland Kasper – Chief Executive Officer |
3.9 | 0.8 | 0.1 | 0.7 | 5.5 |
| Other senior executives | 11.1 | 1.4 | 0.6 | 3.7 | 16.8 |
| Total | 17.4 | 2.2 | 0.7 | 4.4 | 24.7 |
1) Hans Peter Fuchs resigned from the Board on 29 August 2019.
2) Gunilla Spongh was elected to the Board on 29 August 2019.
Fees to the Board of Directors total SEK 2,315 thousand (2,290); SEK 600 thousand (600) to the Chairman, SEK 300 thousand (300) to each of the other members elected by the AGM, and an extra fee of SEK 400 thousand (400) to the Chairman of the Board for work on the Company's acquisition and strategy matters. In addition, remuneration shall be paid to the audit committee in a total amount of SEK 90 thousand (90), with SEK 60 thousand (60) being paid to the committee chairman and SEK 30 thousand (30) to the other member. In addition, remuneration to the remuneration committee shall amount to SEK 25 thousand (–) to the chairman of the committee.
| Salaries, other remuneration and | Salaries and remuneration |
Social security expenses | |||
|---|---|---|---|---|---|
| social security expenses | 2020/21 | 2019/20 | 2020/21 | 2019/20 | |
| Other employees | |||||
| Parent Company | 43.2 | 38.3 | 25.1 | 22.2 | |
| Subsidiaries in the Nordic region |
452.5 | 473.4 | 135.8 | 136.1 | |
| Western Europe | 827.2 | 892.5 | 242.3 | 212.9 | |
| Eastern Europe and CIS | 248.0 | 265.3 | 58.6 | 61.1 | |
| North and South America | 143.7 | 165.0 | 28.7 | 31.5 | |
| Middle East, Asia, Australia and Africa |
117.9 | 111.3 | 5.5 | 11.2 | |
| Total, other employees | 1,836.4 | 1,945.8 | 503.0 | 475.0 |
Of social security expenses in the Parent Company, pension expenses accounted for SEK 10.9 million (10.6), including SEK 0.7 million (0.7) for the Board and the President. In other Group companies, pension expenses totalled SEK 65.4 million (68.2), including SEK 5.5 million (5.8) for boards and presidents.
The Chairman and members of the Board receive remuneration according to resolution by the Annual General Meeting. Fees totalling SEK 30 thousand (30) are paid to employee representatives each year.
Remuneration to the President is determined by the Board, based on a proposal from the compensation committee, consisting of Carina Andersson, Gerald Engström and Patrik Nolåker. Remuneration to other senior executives is determined by the President after consultation with the compensation committee.
Apart from President and CEO Roland Kasper, Other senior executives consist of Vice President Marketing Eastern Europe Fredrik Andersson, Vice President Sales and Marketing Olle Glassel, Vice President Business Development Taina Horgan, Vice President Marketing Products Kurt Maurer, Vice President Manufacturing Ulrika Molander and Chief Financial Officer Anders Ulff.
Remuneration to senior executives shall – based on the conditions in the market in which the Company operates and the environment in which the particular executive works – be competitive, enable the recruitment of new executives and motivate senior executives to remain with the Company. "Senior executives" refers to the President and other members of Group Management.
The system of remuneration shall consist of a fixed salary and pension but may also include variable salary and benefits such as, for example, a company car. In addition to the above, special incentive programmes approved by the AGM may apply. Fixed salary and benefits are to be determined individually based on the aforementioned criteria and the specific competence of the executive.
Variable remuneration shall be based on results judged according to personal, clearly defined and measurable qualitative and quantitative goals aimed at promoting the strategy, long-term value-creation and sustainability of the Company. The variable portion is paid as a proportion of the fixed salary and may amount to no more than 40 percent of the annual salary for the Chief Executive Officer and 25 percent for other senior executives.
As a principle, pensions shall be premium-based and shall not exceed 35 percent of the fixed salary. The size of the pension shall adhere to the same criteria as above and shall be based on fixed salary. The Board is entitled to depart from these guidelines if justified in any particular case.
The President's employment may be terminated with 12 months' notice by the Company or six months' notice by the CEO. For other senior executives, the period of notice is as stated in the applicable collective bargaining agreement or is no more than 12 months from the Company or six months from the employee. No other agreements entitle the President or other senior executives to severance pay.
Share-based and share-price-based incentive programmes shall be submitted to the AGM for approval.
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | ||
| Goodwill | – | – | – | – | |
| Capitalised development costs | 1.8 | 1.8 | 1.8 | 1.8 | |
| Brands, customer relationships | 38.5 | 43.6 | – | – | |
| Other intangible non-current assets |
20.4 | 20.1 | 11.6 | 8.8 | |
| Buildings and land improve ments |
47.1 | 51.3 | – | – | |
| Plant and machinery | 83.0 | 79.0 | 2.3 | 2.3 | |
| Equipment and tools | 48.1 | 50.8 | 2.4 | 2.7 | |
| Right-of-use assets | 113.1 | 111.2 | – | – | |
| 352.0 | 357.8 | 18.1 | 15.6 | ||
| Straight-line depreciation/ amortisation, by function |
|||||
| Cost of goods sold | 168.8 | 166.0 | – | – | |
| Selling expenses | 146.4 | 155.8 | 10.5 | 9.4 | |
| Administration expenses | 33.8 | 29.5 | 7.2 | 5.8 | |
| Other operating expenses | 3.0 | 6.5 | 0.4 | 0.4 | |
| 352.0 | 357.8 | 18.1 | 15.6 |
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | ||
| Interest income, external | 1.9 | 3.7 | 0.1 | 0.1 | |
| Interest income, related com panies |
– | – | 29.8 | 36.6 | |
| 1.9 | 3.7 | 29.9 | 36.7 |
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | ||
| Interest expenses, external | –19.1 | –30.8 | –12.4 | –21.0 | |
| Interest expenses, related companies |
– | – | – | –0.1 | |
| Interest expense, leases | –7.9 | –8.4 | – | – | |
| Net changes in exchange rates, financial instruments |
–84.8 | –43.4 | –36.0 | 12.7 | |
| Other financial expenses | –2.8 | –3.1 | – | –9.9 | |
| –114.6 | –85.7 | –48.4 | –18.3 |
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | ||
| Current tax | –151.4 | –165.0 | – | – | |
| Deferred tax | –2.0 | 6.6 | 7.6 | 10.5 | |
| –153.4 | –158.4 | 7.6 | 10.5 |
The Group's tax expense represents 27.2 percent (29.1) of consolidated pre-tax profit. The high tax expense is attributable to non-capitalised tax loss carryforwards in loss-making companies. The tax rate for the Parent Company in the financial year was 21.4 percent (21.4).
At financial year-end, the Systemair Group had deferred tax assets totalling SEK 145.0 million (152.4) comprising loss carry-forwards. Deferred tax assets are recognised provided that it is probable that the loss carry-forwards can be used against future taxable surpluses based on assessments in each individual company. No time restrictions are applied to the loss carry-forwards that correspond to the deferred tax assets capitalised. The same applies to the deferred tax assets of SEK 215.2 million not taken into account.
| Group | Parent Company | |||
|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | |
| Pre-tax profit | 564.0 | 543.7 | –28.1 | 133.8 |
| Tax at current tax rate for Parent Company |
–120.7 | –116.3 | 6.0 | –27.7 |
| Effect, foreign tax rates | –0.2 | 0.1 | – | – |
| Effect, untaxed reserves | – | – | 13.2 | – |
| Non-deductible expenses | –18.7 | –17.2 | – | –0.3 |
| Tax-exempt income | 11.3 | 2.9 | – | – |
| Tax effect of uncapitalised loss carry-forwards |
–24.7 | –32.7 | – | – |
| Dividends from subsidiaries | – | – | 46.9 | 77.0 |
| Adjustment for previous years' taxes |
–1.5 | 2.3 | – | – |
| Tax effect of impairment of receivables in subsidiaries |
– | – | –58.0 | –35.3 |
| Miscellaneous | 1.1 | 2.5 | –0.5 | –3.2 |
| –153.4 | –158.4 | 7.6 | 10.5 |
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | ||
| Deferred tax assets | |||||
| Property, plant and equipment | 2.5 | 2.0 | – | – | |
| Inventory | 23.6 | 27.6 | – | – | |
| Current receivables | 2.0 | 1.5 | – | – | |
| Pension provisions | 13.2 | 15.5 | – | – | |
| Loss carry-forwards | 145.0 | 152.4 | 26.8 | 12.9 | |
| Miscellaneous | 9.1 | 10.6 | – | 1.0 | |
| 195.4 | 209.6 | 26.8 | 13.9 | ||
| Deferred tax liabilities | |||||
| Intangible non-current assets | 26.9 | 45.6 | – | – | |
| Property, plant and equipment | 18.7 | 19.1 | – | – | |
| Untaxed reserves | 23.3 | 17.1 | – | – | |
| Miscellaneous | 7.7 | 3.6 | 1.8 | – | |
| 76.6 | 85.4 | 1.8 | – |
| Group 2020/21 | Opening balance, 1 May 2020 |
Recognised via income statement |
Recognised via other compre hensive income |
Acquisition/disposal of business |
Translation difference |
Closing balance, 30 April 2021 |
|---|---|---|---|---|---|---|
| Non-current assets | –62.7 | 18.2 | – | –0.8 | 2.2 | –43.1 |
| Current receivables and liabilities | 29.1 | –2.6 | – | – | –0.9 | 25.6 |
| Provisions and non-current liabilities | 15.5 | 1.0 | –2.9 | – | –0.4 | 13.2 |
| Untaxed reserves | –17.1 | –7.8 | – | – | 1.6 | –23.3 |
| Loss carry-forwards | 152.4 | –4.9 | – | – | –2.5 | 145.0 |
| Miscellaneous | 7.0 | –5.4 | – | – | –0.2 | 1.4 |
| 124.2 | –1.5 | –2.9 | –0.8 | –0.2 | 118.8 |
| Group 2019/20 | Opening balance, 1 May 2019 |
Recognised via income statement |
Recognised via other compre hensive income |
Acquisition/disposal of business |
Translation difference |
Closing balance, 30 April 2020 |
|---|---|---|---|---|---|---|
| Non-current assets | –70.1 | 7.6 | – | –2.7 | 2.5 | –62.7 |
| Current receivables and liabilities | 29.6 | –0.6 | – | – | 0.1 | 29.1 |
| Provisions and non-current liabilities | 17.0 | –2.4 | 1.9 | – | –1.0 | 15.5 |
| Untaxed reserves | –17.4 | 0.3 | – | – | – | –17.1 |
| Loss carry-forwards | 152.3 | –0.6 | – | – | 0.7 | 152.4 |
| Miscellaneous | 8.3 | –0.8 | – | – | –0.5 | 7.0 |
| 119.7 | 3.5 | 1.9 | –2.7 | 1.8 | 124.2 |
| Group 2020/21 | Goodwill | Capitalised development costs |
Brands, customer relationships |
Other intangible assets |
Buildings and land |
Plant and machinery |
Equipment and tools |
Construction in progress |
|---|---|---|---|---|---|---|---|---|
| Accumulated historical cost | ||||||||
| At start of year | 877.9 | 13.0 | 461.3 | 209.1 | 1,740.9 | 1,096.7 | 567.6 | 69.1 |
| Acquired in business combinations | 18.0 | – | 6.1 | – | – | – | 0.2 | – |
| Acquisitions for the year | – | – | – | 9.5 | 29.4 | 84.5 | 51.4 | 267.6 |
| Sales/Disposals | – | – | – | –0.6 | –4.2 | –16.0 | –13.1 | –9.6 |
| Reclassifications | – | – | – | 18.3 | 113.9 | 12.5 | 1.6 | –166.1 |
| Translation difference | –58.3 | – | –28.3 | –8.2 | –102.7 | –52.0 | –20.9 | –1.4 |
| 837.6 | 13.0 | 439.1 | 228.1 | 1,777.3 | 1,125.7 | 586.8 | 159.6 | |
| Accumulated depreciation/amortisation | ||||||||
| At start of year | – | –3.3 | –283.3 | –145.2 | –623.3 | –721.6 | –414.7 | – |
| Sales/Disposals | – | – | – | 0.6 | 4.3 | 14.7 | 11.0 | – |
| Reclassifications | – | – | – | –0.1 | – | 2.3 | –2.2 | – |
| Translation difference | – | – | 19.4 | 7.0 | 25.7 | 32.5 | 15.1 | – |
| Depreciation/amortisation for the year | – | –1.8 | –38.5 | –20.4 | –47.1 | –83.0 | –48.1 | – |
| – | –5.1 | –302.4 | –158.1 | –640.4 | –755.1 | –438.8 | – | |
| Accumulated impairments | ||||||||
| At start of year | –58.0 | –3.9 | – | – | –2.8 | – | – | – |
| Translation difference | 2.3 | – | – | – | – | – | – | – |
| Impairment for the year | –46.3 | – | – | – | –1.5 | – | – | – |
| –102.0 | –3.9 | – | – | –4.3 | – | – | – | |
| Carrying amount | 735.6 | 4.0 | 136.7 | 70.0 | 1,132.6 | 370.6 | 148.0 | 159.6 |
| Group 2019/20 | Goodwill | Capitalised development costs |
Brands, customer relationships |
Other intangible assets |
Buildings and land |
Plant and machinery |
Equipment and tools |
Construction in progress |
|---|---|---|---|---|---|---|---|---|
| Accumulated historical cost | ||||||||
| At start of year | 868.8 | 12.9 | 453.2 | 176.6 | 1,759.7 | 1,049.3 | 583.6 | 65.4 |
| Acquired in business combinations | 24.3 | – | 11.1 | 5.1 | 8.9 | 0.5 | 0.6 | – |
| Acquisitions for the year | – | 0.1 | – | 6.7 | 11.4 | 66.2 | 55.7 | 71.4 |
| Sales/Disposals | – | – | – | –3.6 | –29.1 | –34.7 | –70.1 | –1.2 |
| Reclassifications | – | – | – | 24.5 | 9.9 | 23.4 | 7.1 | –64.9 |
| Translation difference | –15.2 | – | –3.0 | –0.2 | –19.9 | –8.0 | –9.3 | –1.6 |
| 877.9 | 13.0 | 461.3 | 209.1 | 1,740.9 | 1,096.7 | 567.6 | 69.1 | |
| Accumulated depreciation/amortisation | ||||||||
| At start of year | – | –1.5 | –243.5 | –128.7 | –592.4 | –669.7 | –420.5 | – |
| Sales/Disposals | – | – | – | 4.0 | 16.2 | 23.8 | 50.5 | – |
| Translation difference | – | – | 3.8 | –0.4 | 4.2 | 3.3 | 6.1 | – |
| Depreciation/amortisation for the year | – | –1.8 | –43.6 | –20.1 | –51.3 | –79.0 | –50.8 | – |
| – | –3.3 | –283.3 | –145.2 | –623.3 | –721.6 | –414.7 | – | |
| Accumulated impairments | ||||||||
| At start of year | –22.0 | –3.9 | – | – | –5.5 | –0.5 | – | – |
| Translation difference | 1.8 | – | – | – | 0.2 | – | – | – |
| Sales/Disposals | – | – | – | – | 2.5 | 0.5 | – | – |
| Impairment for the year | –37.8 | – | – | – | – | – | – | – |
| –58.0 | –3.9 | – | – | –2.8 | – | – | – | |
| Carrying amount | 819.9 | 5.8 | 178.0 | 63.9 | 1,114.8 | 375.1 | 152.9 | 69.1 |
Goodwill has been allocated to cash-generating units, legal entities, and has been tested for impairment. The recoverable amount for the cash-generating units is based on their value in use. These calculations assume estimated cash flows based on financial plans approved by the Board and covering a five-year period. Management has established the financial plans based on previous results, experiences and anticipated developments in the market. The plans include for example assumptions of product launches, the trend of prices, sales volumes,
competing products and the trend of costs. The cash flow beyond the five-year period is assumed to show an annual growth corresponding to 2–4 percent annually. The discount rate before tax varies between 10 and 12 percent (9–14) for the various cash-generating units.
The table below shows a goodwill breakdown per cash-generating unit for the 10 single biggest goodwill items and brand with an indefinite life (Koolair), average estimated growth and gross margin over the forecast period, plus the discount rate before tax for each unit, as used for calculation of the values in use.
| Goodwill, 30 April | Brand subject to testing for impairment |
Average estimated growth |
Average estimated gross margin |
Discount rate before tax |
||||
|---|---|---|---|---|---|---|---|---|
| Netherlands | 61.2 | – | 5% | 24% | 11% | |||
| Spain | 57.9 | 59.0 | 3% | 24% | 12% | |||
| India | 49.6 | – | 10% | 19% | 12% | |||
| Germany | 35.5 | – | 4% | 26% | 10% | |||
| Russia | 33.8 | – | 4% | 31% | 12% | |||
| Italy | 29.9 | – | 10% | 31% | 12% | |||
| Czech Republic | 28.9 | – | 10% | 25% | 10% | |||
| Switzerland | 26.2 | – | 7% | 44% | 10% | |||
| Canada | 24.2 | – | 1% | 22% | 10% | |||
| USA | 20.1 | – | 8% | 33% | 12% | |||
| 368.3 | – | |||||||
| 735.6 | 59.0 | |||||||
| Country | 2020/21 |
| 2019/20 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Cash-generating unit | Country | Goodwill, 30 April | Brand subject to testing for impairment |
Average estimated growth |
Average estimated gross margin |
Discount rate before tax |
|||
| Menerga GmbH | Germany | 74.9 | – | 4% | 27% | 10% | |||
| Systemair B.V. | Netherlands | 64.6 | – | 8% | 23% | 9% | |||
| Koolair Group | Spain | 61.1 | 62.2 | 4% | 25% | 12% | |||
| Systemair India Pvt Ltd | India | 57.3 | – | 15% | 20% | 13% | |||
| Systemair Inc. | Canada | 45.1 | – | 9% | 21% | 10% | |||
| OOO Systemair | Russia | 40.8 | – | 0% | 30% | 13% | |||
| Systemair Italy s.r.l. | Italy | 31.6 | – | 7% | 29% | 14% | |||
| Recutech s.r.l.o | Czech Republic | 29.1 | – | 9% | 26% | 10% | |||
| Systemair Schweiz AG | Switzerland | 28.7 | – | 11% | 44% | 10% | |||
| Systemair HSK | Turkey | 26.2 | – | 15% | 20% | 15% | |||
| Other companies | 360.6 | – | |||||||
| 819.9 | 62.2 |
Impairment testing established that write-down of goodwill was justified in two of the Group's units. In Traydus, Brazil, a goodwill write-down of SEK 10.8 million was recognised. This represented the total value of the goodwill item. In Menerga, Germany, a goodwill write-down of SEK 35.5 million was recognised. This represented half of the value of the goodwill item in the company. The recoverable amount for other units tested exceeds their carrying amounts and as a result no
further impairments have been recognised. Sensitivity analyses have been performed for estimated gross margin, rate of growth and discount rate. These analyses are based on a change in one assumption while all other assumptions are maintained as constant. Systemair has concluded that good margins exist in the calculations for all other units.
| Parent Company 2020/21 | Goodwill | Capitalised development costs |
Licences etc. | Plant and machinery | Equipment and tools |
Construction in progress |
|---|---|---|---|---|---|---|
| Accumulated historical cost | ||||||
| At start of year | 0.7 | 13.0 | 68.7 | 11.6 | 15.7 | 7.0 |
| Acquisitions for the year | – | – | – | – | – | 12.8 |
| Reclassifications | – | – | 7.8 | – | 0.4 | –8.2 |
| 0.7 | 13.0 | 76.5 | 11.6 | 16.1 | 11.6 | |
| Accumulated depreciation/amortisation | ||||||
| At start of year | –0.7 | –3.3 | –30.8 | –4.0 | –9.8 | – |
| Depreciation/amortisation for the year | – | –1.8 | –11.6 | –2.3 | –2.4 | – |
| –0.7 | –5.1 | –42.4 | –6.3 | –12.2 | – | |
| Accumulated impairments | ||||||
| At start of year | – | –3.9 | – | – | – | – |
| Impairment for the year | – | – | – | – | – | – |
| – | –3.9 | – | – | – | – | |
| Carrying amount | – | 4.0 | 34.1 | 5.3 | 3.9 | 11.6 |
| Parent Company 2019/20 | Goodwill | Capitalised development costs |
Licences etc. | Plant and machinery | Equipment and tools |
Construction in progress |
|---|---|---|---|---|---|---|
| Accumulated historical cost | ||||||
| At start of year | 0.7 | 12.9 | 43.9 | 11.6 | 9.8 | 24.4 |
| Acquisitions for the year | – | 0.1 | 0.3 | – | 1.4 | 11.6 |
| Reclassifications | – | – | 24.5 | – | 4.5 | –29.0 |
| 0.7 | 13.0 | 68.7 | 11.6 | 15.7 | 7.0 | |
| Accumulated depreciation/amortisation | ||||||
| At start of year | –0.7 | –1.5 | –22.0 | –1.7 | –7.1 | – |
| Depreciation/amortisation for the year | – | –1.8 | –8.8 | –2.3 | –2.7 | – |
| –0.7 | –3.3 | –30.8 | –4.0 | –9.8 | – | |
| Accumulated impairments | ||||||
| At start of year | – | –3.9 | – | – | – | – |
| Impairment for the year | – | – | – | – | – | – |
| – | –3.9 | – | – | – | – | |
| Carrying amount | – | 5.8 | 37.9 | 7.6 | 5.9 | 7.0 |
This item consists for the most part of shares in Mechartes Researchers Pvt Ltd, India. The shares were measured at fair value, any adjustments being recognised in other comprehensive income.
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | ||
| Opening balance | 1.4 | 1.5 | – | – | |
| Translation difference | –0.2 | –0.1 | – | – | |
| 1.2 | 1.4 | – | – |
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | ||
| Opening balance | 24.3 | 31.0 | 14.9 | 19.7 | |
| Additional receivables | 0.7 | 4.1 | – | 3.2 | |
| Receivables settled | –4.1 | –8.7 | –2.1 | –7.1 | |
| Impairment losses | –4.7 | –2.1 | –4.7 | –2.1 | |
| Reclassifications | –0.7 | –0.1 | – | 1.2 | |
| Translation differences | –0.4 | 0.1 | – | – | |
| Closing balance | 15.1 | 24.3 | 8.1 | 14.9 |
The item mostly consists of a receivable of SEK 3.0 million (3.0) from Skanska, which falls due for payment in 2022, a long-term loan of SEK 0.7 million (1.7) to former subsidiary Reftec, Norway, and a long-term trade receivable of SEK 5.0 (7.1) million from a customer in Morocco.
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | ||
| Prepaid rent | 8.2 | 9.0 | – | – | |
| Prepaid insurance premiums | 7.2 | 8.0 | – | – | |
| Servicing agreements and software licences |
13.6 | 10.9 | 12.0 | 10.9 | |
| Miscellaneous | 62.2 | 52.7 | 3.2 | 2.6 | |
| 91.2 | 80.6 | 15.2 | 13.5 |
The direct cost of materials during the year totalled SEK 3,683.5 million (3,830.8). The provision for obsolescence increased by SEK 2.4 million. In all, the provision for obsolescence amounts to SEK 84.5 million (82.1), corresponding to 5.3 percent of the inventory value before deductions for obsolescence.
| Age breakdown of trade accounts receivable, | Group | |||
|---|---|---|---|---|
| including reserve | 2020/21 | 2019/20 | ||
| Not yet due | 1,366.2 | 1,210.4 | ||
| < 90 days | 164.3 | 237.8 | ||
| 90–180 days | 42.7 | 58.6 | ||
| 181–360 days | 12.2 | 24.8 | ||
| > 360 days | 12.1 | 24.7 | ||
| Total | 1,597.5 | 1,556.3 |
In accordance with IFRS 9, Systemair employs a valuation methodology for calculation of credit loss provision for trade accounts receivable, in which the expected credit loss for the entire duration of the trade account receivable is taken into account in calculation of the credit loss provision. However, when more appropriate, all outstanding trade accounts receivable are assessed according to individual circumstances.
The model of calculating credit losses expected is based on five different levels of maturity, from accounts receivable not yet due to more than 360 days overdue, as shown in the table above. Each level is assigned a degree of credit loss on which accounting loss provisions are made unless an assessment of the individual circumstances indicates otherwise. The grading of credit loss per level is based on historical patterns of losses over a five-year period, adjusted for provisions for losses, such as an individual forward-looking assessment of changes in payment structures based on state of the economy, knowledge of customer and market, for example. The degrees of credit losses in the different categories on 30 April 2021 were in the range of 0.1–89.3 percent (0.1–81.2). Systemair does not as a rule use credit insurance, but if by way of exception it does, a provision less the insured sum is accepted. An individual account receivable is written off at the point in time when there is no reasonable expectation of settlement by the counterparty.
In the 2020/21 financial year, profits were charged with SEK 18.0 million (26.2) in expected bad debts. Provisions for impairment of trade accounts receivable in the Group totalled 6.4 percent (7.5) of total trade accounts receivable. The Parent Company has no external trade accounts receivable.
Customer credit risk is managed at every subsidiary that has drawn up a credit policy in accordance with a standard Group template. Outstanding trade accounts receivable are monitored and reported regularly at each company and at Group level. Systemair has an extremely broad customer base, with nearly 100,000 customers. No individual customer normally represents more than around 1 percent of the Company's total sales. As a result, Systemair shows limited dependence on individual customers. Charges for anticipated bad debts and impairment losses on trade receivables are charged to the costs of sales.
| Group | |||
|---|---|---|---|
| Provision for estimated credit losses | 2020/21 | 2019/20 | |
| Opening balance | 126.0 | 123.4 | |
| Provision for anticipated losses | 18.5 | 27.0 | |
| Reversal of amount unused | –5.9 | –7.2 | |
| Bad debts | –17.1 | –17.0 | |
| Translation difference | –12.1 | –0.2 | |
| Closing balance | 109.4 | 126.0 |
The provision for estimated credit losses is made up as follows, by maturity category.
| Group | ||||
|---|---|---|---|---|
| Provision for estimated credit losses | 2020/21 | 2019/20 | ||
| Not yet due | 1.1 | 1.3 | ||
| Due < 90 days | 1.6 | 4.1 | ||
| Due 90–180 days | 1.8 | 7.3 | ||
| Due 181–360 days | 3.8 | 6.9 | ||
| Due > 360 days | 101.1 | 106.4 | ||
| Provision for estimated credit losses , total | 109.4 | 126.0 |
| Group 2020/21 | Gross amount, trade accounts receivable |
Provision for losses |
Expected loss rate, % |
|---|---|---|---|
| Not yet due | 1,367.3 | 1.1 | 0.1% |
| Due < 90 days | 165.9 | 1.6 | 1.0% |
| Due 90–180 days | 44.5 | 1.8 | 4.1% |
| Due 181–360 days | 16.0 | 3.8 | 23.6% |
| Due > 360 days | 113.2 | 101.1 | 89.3% |
| 1,706.9 | 109.4 | 6.4% |
| Group 2019/20 | Gross amount, trade accounts receivable |
Provision for losses |
Expected loss rate, % |
|---|---|---|---|
| Not yet due | 1,211.7 | 1.2 | 0.1% |
| Due < 90 days | 242.0 | 4.1 | 1.7% |
| Due 90–180 days | 65.9 | 7.3 | 11.1% |
| Due 181–360 days | 31.7 | 6.9 | 21.9% |
| Due > 360 days | 131.0 | 106.4 | 81.2% |
| 1,682.3 | 126.0 | 7.5% |
| Year | Action | Quotient value |
Change in share capital, SEK m. |
Share capital, SEK m. |
Change in A shares |
Change in B shares |
Total no. of shares |
|---|---|---|---|---|---|---|---|
| Opening balances, May 2007 | – | – | 52.0 | 500,000 | 20,000 | 520,000 | |
| 2007/08 | 100:1 split | 1 | – | 52.0 | 50,000,000 | 2,000,000 | 52,000,000 |
| 2007/08 | Reregistration of shares to one class1) | 1 | – | 52.0 | –50,000,000 | –2,000,000 | 52,000,000 |
| At year-end, April 2021 | 1 | – | 52.0 | – | – | 52,000,000 |
1) The Annual General Meeting (AGM) held on 25 June 2007 resolved that the Company should have one class of share only.
On 30 April 2021, the registered share capital totalled SEK 52,000,000, represented by 52,000,000 shares of one and the same class and each entitled to one vote. All shares are fully paid up.
The Systemair Board has set a target of no less than 30 percent for its equity/ assets ratio. In the 2020/21 financial year, an equity/assets ratio of 47.9 percent (43.4) was achieved.
Other financial covenants that are measured under the conditions of existing financing agreements with Nordea Bank AB and Svenska Handelsbanken AB are interest coverage ratio and net debt/equity ratio. The target for interest coverage ratio is no less than 3.50. Over the financial year, the ratio was measured at 9.56 (12.57). The target for net debt ratio is no more than 3.50. Over the 2020/21 financial year, the ratio was measured at 1.36 (1.84). All covenants were therefore satisfied during the financial year.
The impact of foreign currency on equity is recognised as a translation difference. The translation difference arises during consolidation, when the net assets of the foreign subsidiaries are translated to Swedish kronor. Systemair applies the current method, in which assets, liabilities and equity are translated at the exchange rates prevailing on the balance sheet date, while the income statements are translated at average rates for the year. Any exchange differences resulting from the use of this method are recognised directly in other comprehensive income. For the 2020/21 financial year, the translation difference in equity was SEK –174.2 million (–27.6).
On capitalisation of development expenditure, the corresponding amount shall be transferred from retained profit to a separate restricted reserve in equity, the reserve for development expenditure. The reserve is to be drawn down at depreciation/amortisation, impairment or disposal. The Parent Company recognises a reserve for development expenditure totalling SEK 4.0 million (5.8) in the 2020/21 financial year.
Available for distribution by the Annual General Meeting:
| SEK 1,686,533,626 | |
|---|---|
| Net profit/loss for the year | SEK –20,525,571 |
| Profit brought forward | SEK 1,677,019,691 |
| Fair value reserve | SEK –5,167,245 |
| Share premium reserve | SEK 35,206,751 |
Systemair's Board of Directors has determined that dividend shall amount to approximately 40 percent of profit after tax. The Board proposes that the Annual General Meeting, to be held on 26 August 2021, approve a dividend of SEK 3.00 (–). As a result, dividend payments will amount to SEK 156.0 million (–). The remaining unappropriated amount is to be carried forward. The proposed dividend corresponds to 38 percent (–) of net consolidated profit. The number of shares with dividend entitlement is 52,000,000.
Systemair's 10 largest shareholders according to Euroclear on 30 April 2021.
| Shareholder | No. of shares | % of capital and votes |
|---|---|---|
| Färna Invest AB1) | 22,264,162 | 42.82% |
| ebm-papst AB | 5,559,770 | 10.69% |
| Swedbank Robur Fonder | 5,295,001 | 10.18% |
| Didner & Gerge Fonder Aktiebolag | 2,536,070 | 4.88% |
| Nordea Investments Funds | 2,088,534 | 4.02% |
| Alecta Pensionsförsäkring, Ömsesidigt | 2,079,000 | 4.00% |
| Lannebo Fonder | 2,069,677 | 3.98% |
| JP Morgan Bank Luxembourg S.A. | 1,475,232 | 2.84% |
| Handelsbanken Fonder | 1,154,441 | 2.22% |
| SEB Investment Management | 785,661 | 1.51% |
| Others | 6,692,452 | 12.87% |
| Total | 52,000,000 | 100.00% |
1) Färna Invest AB is a company owned by Systemair's CEO Gerald Engström.
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | ||
| Non-current liabilities | |||||
| Bank loans of one to five years | 813.1 | 914.9 | 693.1 | 779.7 | |
| Bank loans longer than five years |
34.0 | 27.4 | – | – | |
| 847.1 | 942.3 | 693.1 | 779.7 | ||
| Current liabilities | |||||
| Bank overdraft facilities | 505.6 | 930.4 | 477.3 | 886.1 | |
| Current portion of bank loans | 122.8 | 121.6 | 50.8 | 53.5 | |
| 628.4 | 1,052.0 | 528.1 | 939.6 | ||
| Total borrowing | 1,475.5 | 1,994.3 | 1,221.2 | 1,719.3 | |
| Distribution among banks | |||||
| Nordea Bank AB | 531.7 | 802.5 | 499.2 | 757.1 | |
| Svenska Handelsbanken AB | 722.0 | 962.2 | 722.0 | 962.2 | |
| Other banks | 221.8 | 229.6 | – | – | |
| 1,475.5 | 1,994.3 | 1,221.2 | 1,719.3 |
| SHB | Nordea | Others | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Loans, by currency | 2020/21 | 2019/20 | 2020/21 | 2019/20 | 2020/21 | 2019/20 | 2020/21 | 2019/20 |
| EUR | 423.4 | 552.6 | 151.1 | 310.3 | 151.9 | 179.2 | 726.4 | 1,042.1 |
| SEK | 304.9 | 410.8 | 313.9 | 358.3 | – | – | 618.8 | 769.1 |
| USD | – | – | 14.1 | 57.9 | – | – | 14.1 | 57.9 |
| NOK | – | – | –58.6 | –48.3 | – | – | –58.6 | –48.3 |
| DKK | – | – | 14.0 | 32.7 | – | – | 14.0 | 32.7 |
| Other currencies | –6.3 | –1.2 | 97.2 | 91.6 | 69.9 | 50.4 | 160.8 | 140.8 |
| Total | 722.0 | 962.2 | 531.7 | 802.5 | 221.8 | 229.6 | 1,475.5 | 1,994.3 |
| 2020/21 | 2019/20 | |||
|---|---|---|---|---|
| Loan amount |
Weighted interest rate |
Loan amount |
Weighted interest rate |
|
| Long-term loans | ||||
| Group | 847.1 | 0.78% | 942.3 | 0.82% |
| Parent Company | 693.1 | 0.58% | 779.7 | 0.73% |
| Short-term loans | ||||
| Group | 628.4 | 1.10% | 1,052.0 | 1.14% |
| Parent Company | 528.1 | 0.93% | 939.6 | 1.07% |
External facilities granted for bank overdrafts totalled SEK 1,281.2 million (1,290.9) for the Group and SEK 1,170.0 million (1,170.0) for the Parent Company. The Group had an unused overdraft facility of SEK 775.5 million (360.5). The overdraft facility carries a variable interest rate. The RCF granted to the Parent Company amounted to SEK 1,004.6 million (1,021.2). The unutilised amount in the Parent Company totalled SEK 463.8 million (455.6).
The Group's financing agreements with Nordea Bank AB and Svenska Handelsbanken AB include financial covenants. During the year, new financial covenants were entered into with EBRD for borrowing at the subsidiary Systemair HSK, Turkey. The key performance measures are interest coverage ratio and net debt/ equity ratio, which are measured quarterly as a rolling 12-month value. During the year, the Group regularly met all the current terms and conditions of its covenants.
| Translation | |||
|---|---|---|---|
| 30/04/2020 Cash flow |
New leases | differences | 30/04/2021 |
| Group | |||
| Non-current financial liabilities 942.3 –23.7 |
– | –71.5 | 847.1 |
| Lease liability 279.5 –111.3 |
155.8 | –12.4 | 311.6 |
| Current financial liabilities 121.6 15.4 |
– | –14.2 | 122.8 |
| Bank overdraft facilities 930.4 –364.7 |
– | –60.1 | 505.6 |
| Total financial liabilities 2,273.8 –484.3 |
155.8 | –158.2 | 1,787.1 |
| Parent Company | |||
| Non-current financial liabilities 779.7 –86.6 |
– | – | 693.1 |
| Current financial liabilities 53.5 –2.7 |
– | – | 50.8 |
| Bank overdraft facilities 886.1 –408.8 |
– | – | 477.3 |
| Total financial liabilities 1,719.3 –498.1 |
– | – | 1,221.2 |
| 30/04/2019 | policy IFRS 16 | Cash flow | disposals | New leases | differences | 30/04/2020 |
|---|---|---|---|---|---|---|
| 1,070.0 | – | –90.8 | – | – | –36.9 | 942.3 |
| – | 314.0 | –107.9 | – | 74.7 | –1.3 | 279.5 |
| 216.4 | – | –90.1 | – | – | –4.7 | 121.6 |
| 959.5 | – | –79.5 | 40.4 | – | 10.0 | 930.4 |
| 2,245.9 | 314.0 | –368.3 | 40.4 | 74.7 | –32.9 | 2,273.8 |
| 856.3 | – | –76.6 | – | – | – | 779.7 |
| 26.6 | – | 26.9 | – | – | – | 53.5 |
| 948.5 | – | –62.4 | – | – | – | 886.1 |
| 1,831.4 | – | –112.1 | – | – | – | 1,719.3 |
| Change of accounting | Acquisitions/ | Translation |
Maturity structure for future agreed interest payments based on current interest rates, repayments and other financial liabilities.
| 2021/22 | 2022/23 | 2023/24 | 2024/25 | 2025/26 | Later | |
|---|---|---|---|---|---|---|
| Interest payments on loans | 7.8 | 5.3 | 2.3 | 1.4 | 1.2 | 3.4 |
| Bank overdraft facilities | 8.3 | |||||
| Total interest expense | 16.1 | 5.3 | 2.3 | 1.4 | 1.2 | 3.4 |
| Repayments | ||||||
| Loans | 122.8 | 539.1 | 237.2 | 25.8 | 11.0 | 34.0 |
| Operating credit | 505.6 | |||||
| Lease liabilities | 107.2 | 80.4 | 53.5 | 35.7 | 22.1 | 12.7 |
| Non-current liabilities | 35.7 | 2.0 | ||||
| Other liabilities | 835.9 | |||||
| Total undiscounted payments | 1,587.6 | 624.8 | 328.7 | 62.9 | 36.3 | 50.1 |
Classification and categorisation of financial assets and liabilities in the Group Measurement at fair value is based on a valuation hierarchy for input data for the valuations. This hierarchy is divided into three levels, corresponding to those introduced in IFRS 13 Financial Instruments: Disclosures. The three levels are:
Level 1: Quoted prices (unadjusted) in an active market for identical assets or liabilities to which the Company has access at the time of valuation. Systemair currently does not have any financial assets or liabilities that are measured at Level 1.
Level 2: Inputs other than Level 1 quoted prices that are directly or indirectly observable for the asset or liability. Inputs other than quoted prices observable for the asset or liability may also include interest rates, yield curves, volatility and multiples. Forward contracts are measured at market value as defined in Level 2, meaning that fair value is established using valuation techniques based on observable market data, either directly or indirectly, that are not included in Level 1 (fair value according to prices quoted in an active market for the same instruments).
Level 3: Inputs not based on observable input data for the asset or liability. On this level, assumptions that market operators would apply in the pricing of the asset or liability, including risk assumptions, are taken into account. The calculation for the option to acquire the remaining 25 percent of the shares in Traydus, Brazil, is based on the anticipated profit after tax for the 2019/20 and 2020/21 financial years. Any increase in anticipated profit after tax would result in an increase in the liability relating to the option. No upper limit for the anticipated liability is established in the agreement. Any change in estimated liability will be charged to the consolidated income statement. No change in the option took place during the
financial year, and it is valued at SEK 0. The calculation for the option to acquire the remaining 10 percent of the shares in Systemair HSK, Turkey, is based on the anticipated profit before depreciation/amortisation and tax (EBITDA) for the financial years until 2022/23, plus the increase in value of the land on which the Turkish production facility is situated. Any increase in anticipated profit after tax and any increase in value of the land would result in an increase in the liability relating to the option. No upper limit for the anticipated liability is established in the agreement. Any change in estimated liability is transferred via the Group's equity. During the financial year, the liability was revalued by the amount of SEK 2.3 million and is now valued at SEK 35.7 million. The calculation for the option to acquire the remaining 40 percent of the shares in Frico A/S, Denmark, is based on the anticipated operating profit (EBIT) for the 2023/24 and 2024/25 financial years. Any increase in anticipated profit after tax would result in an increase in the liability relating to the option. No upper limit for the anticipated liability is established in the agreement. Any change in estimated liability is transferred via the Group's equity. No change in the option took place during the financial year, and it is valued at SEK 2.0 million. The liability for the purchase options is recognised under Non-current liabilities, non-interest-bearing, on the balance sheet.
The carrying amount for all items, other than borrowing, is an approximation of the fair value, and so such items are not classified into levels in accordance with the valuation hierarchy. Loans to credit institutions for the most part carry variable interest rates. The book value of loans is considered essentially to correspond to their fair value.
| 2020/21 Assets |
Derivatives | Measured at amortised cost |
Measured at fair value via income |
Total financial assets |
Non-financial assets |
Total |
|---|---|---|---|---|---|---|
| Intangible assets | – | – | – | – | 946.3 | 946.3 |
| Property, plant and equipment | – | – | – | – | 1,810.8 | 1,810.8 |
| Right-of-use assets | – | – | – | – | 307.3 | 307.3 |
| Participations in associated companies | – | – | – | – | 25.8 | 25.8 |
| Financial investments | – | – | 1.2 | 1.2 | – | 1.2 |
| Non-current receivables | – | 8.1 | – | 8.1 | 7.0 | 15.1 |
| Deferred tax assets | – | – | – | – | 195.4 | 195.4 |
| Inventory | – | – | – | – | 1,436.9 | 1,436.9 |
| Other receivables | 9.7 | 1,655.4 | – | 1,665.1 | 232.5 | 1,897.6 |
| Cash and cash equivalents | – | 319.1 | – | 319.1 | – | 319.1 |
| Total assets | 9.7 | 1,982.6 | 1.2 | 1,993.5 | 4,962.0 | 6,955.5 |
| Equity and liabilities | Financial assets measured at amortised cost |
Financial liabilities measured at fair value via the income statement |
Total financial liabilities |
Non-financial liabilities |
Total |
|---|---|---|---|---|---|
| Equity | – | – | – | 3,330.1 | 3,330.1 |
| Provisions for pensions | – | – | – | 74.9 | 74.9 |
| Deferred tax liabilities | – | – | – | 76.6 | 76.6 |
| Other provisions | – | – | – | 65.7 | 65.7 |
| Other non-current liabilities | – | 37.7 | 37.7 | 5.0 | 42.7 |
| Interest-bearing liabilities | 1,475.5 | – | 1,475.5 | – | 1,475.5 |
| Lease liabilities | 311.6 | – | 311.6 | – | 311.6 |
| Other liabilities | 835.9 | – | 835.9 | 742.5 | 1,578.4 |
| Total equity and liabilities | 2,623.0 | 37.7 | 2,660.7 | 4,294.8 | 6,955.5 |
The option to purchase the remaining 10 percent in Systemair HSK, Turkey, and Frico A/S, Denmark, is recognised under Other non-current liabilites in a total amount of SEK 37.7 million.
| 2019/20 Assets |
Derivatives | Measured at amortised cost |
Measured at fair value via income |
Total financial assets |
Non-financial assets |
Total |
|---|---|---|---|---|---|---|
| Intangible assets | – | – | – | – | 1,067.6 | 1,067.6 |
| Property, plant and equipment | – | – | – | – | 1,711.9 | 1,711.9 |
| Right-of-use assets | – | – | – | – | 276.2 | 276.2 |
| Participations in associated companies | – | – | – | – | 19.6 | 19.6 |
| Financial investments | – | – | 1.4 | 1.4 | – | 1.4 |
| Non-current receivables | – | 14.9 | – | 14.9 | 9.4 | 24.3 |
| Deferred tax assets | – | – | – | – | 209.6 | 209.6 |
| Inventory | – | – | – | – | 1,571.5 | 1,571.5 |
| Other receivables | –3.9 | 1,618.7 | – | 1,614.8 | 224.8 | 1,839.6 |
| Cash and cash equivalents | – | 378.2 | – | 378.2 | – | 378.2 |
| Total assets | –3.9 | 2,011.8 | 1.4 | 2,009.3 | 5,090.6 | 7,099.9 |
| Equity and liabilities | Financial assets measured at amortised cost |
Financial liabilities measured at fair value via the income statement |
Total financial liabilities |
Non-financial liabilities |
Total |
|---|---|---|---|---|---|
| Equity | – | – | – | 3,084.7 | 3,084.7 |
| Provisions for pensions | – | – | – | 88.6 | 88.6 |
| Deferred tax liabilities | – | – | – | 85.4 | 85.4 |
| Other provisions | – | – | – | 66.8 | 66.8 |
| Other non-current liabilities | – | 21.8 | 21.8 | 9.3 | 31.1 |
| Interest-bearing liabilities | 1,994.3 | – | 1,994.3 | – | 1,994.3 |
| Lease liabilities | 279.5 | – | 279.5 | – | 279.5 |
| Other liabilities | 798.6 | – | 798.6 | 670.9 | 1,469.5 |
| Total equity and liabilities | 3,072.4 | 21.8 | 3,094.2 | 4,005.7 | 7,099.9 |
On the balance sheet date, the Group had outstanding EUR currency derivatives. The market value of the forward contracts was SEK 8.9 million (4.7) for the Parent Company and SEK –101.4 million (–5.8) for other companies in the Group. The total hedged value was EUR 17.8 million (62.6). Revaluation of the derivatives is charged to Other operating expenses.
| Parent Com | ||||
|---|---|---|---|---|
| Currency derivatives – hedged values | Group EUR/CZK EUR m. |
pany EUR/SEK EUR m. |
||
| Maturity of forward contracts | ||||
| < 1 year | 3.3 | 14.5 | ||
| > 1 year | – | – | ||
| Total outstanding, EUR m. | 3.3 | 14.5 |
In its Finance Policy, Systemair has stated that 50 percent of its EUR inflows may be hedged for a maximum of 18 months. As a result, the Company sells EUR during this period of time. At the financial year-end, 81.6 percent of forward contracts had been taken out by the Parent Company and 18.4 percent by subsidiaries. The forward contracts are measured at fair value. Hedge accounting is not applied. Changes in value are recognised via the income statement.
Selling currency on forward contracts requires a binding agreement in which a fixed redemption price (rate) is fixed to apply on a specific date.
| Group | Parent Company | |||
|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | |
| Salary and holiday pay liability | 161.1 | 166.5 | 9.0 | 8.8 |
| Employer's social security contribution liability |
41.2 | 34.8 | 5.5 | 3.9 |
| Commission payments and bonuses |
31.8 | 29.6 | 4.3 | – |
| Other1) | 126.5 | 102.4 | 2.0 | 1.0 |
| 360.7 | 333.4 | 20.8 | 13.6 |
1) Consists in the main of accrued expenses for customers bonuses, auditing fees and deferred income in the form of warranty/servicing work.
| Parent Company | ||
|---|---|---|
| 2020/21 | 2019/20 | |
| Group contributions received | 61.2 | – |
| Reversal of tax allocation reserve | – | 4.8 |
| Difference between depreciation and amortisation charged and according to plan |
0.6 | –0.2 |
| 61.9 | 4.6 |
| Parent Company | |||
|---|---|---|---|
| 2020/21 | 2019/20 | ||
| Difference between depreciation and amortisation charged and according to plan |
0.7 | 1.4 | |
| 0.7 | 1.4 |
Systemair operates several different post-employment benefit plans. These are classified as either defined-benefit or defined-contribution plans, or a combination of the two. A defined-contribution pension plan is one in which the Group pays a premium to a separate legal entity and subsequently has no further obligations. Defined-contribution plans are recognised as an expense in the period during which the employees perform the service to which the remuneration refers. A defined-benefit pension plan is one that specifies an amount for the pension benefit that an employee will receive on retirement. Defined-benefit plans are measured separately for each plan, based on the benefits earned during prior and current periods. The liability recognised as Provisions for pensions, definedbenefit pension plans, is the present value of the defined-benefit obligation at the balance sheet date, less the fair value of plan assets. The cost of defined-benefit pension plans is broken down into different categories, such as cost of earning, interest expense or income, and revaluation effects. The cost of earning is reported as an operating cost and is classified as Cost of goods sold, Selling expenses or Administration expenses, depending on the function of the individual. Interest expense or income is recognised under Net financial items, while revaluation effects are recognised in Comprehensive income.
Pension obligations are calculated annually with the aid of independent actuaries who use the Projected Unit Credit Method. The calculation is based on actuarial, demographic and financial assumptions including discount rate, inflation expectations, anticipated pay rises and expected returns on investment assets.
The following is a brief description of the most important pension plans.
Some white-collar employees in Sweden are included in a defined-benefit pension plan, ITP 2. The plan is based on a final-salary scheme, in which full pension entitlement requires 30 years of earning. The ITP 2 plan's defined-benefit pension obligations for retirement and family pensions (or family pensions) are secured via insurance contracted with Alecta. According to a statement from the Swedish Financial Accounting Standards Council, UFR 10 Accounting for ITP Plan 2, financed via Insurance with Alecta, this consists of a defined-benefit plan encompassing several employers. Regarding the 2020/21 financial year, the Company has not had access to information to be able to account for the Group's proportional share of the plan's obligations, plan assets and costs, and so has been unable to account for the plan as a defined-benefit plan. Consequently, the ITP 2 plan that is secured via insurance with Alecta is accounted for as a defined-contribution plan. Premiums for defined-benefit retirement and family pensions are individually calculated on the basis, for example, of salary, pension earned earlier and anticipated remaining period of service. Contributions during the year for defined-benefit pension insurance policies contracted with Alecta totalled approximately SEK 6.6 million (7.1). The contributions for 2021/22 are expected to be in line with those for 2020/21.
The collective consolidation level consists of the market value of Alecta's assets as a percentage of its insurance obligations, based on Alecta's actuarial methods and assumptions, which do not correspond to those stated in IAS 19. Normally, the collective consolidation level is allowed to vary between 125 and 175 percent. If Alecta's collective consolidation level falls short of 125 percent or exceeds 175 percent, measures are to be taken to create conditions that will bring the consolidation level back within the normal range. In the event of low consolidation, one measure may be to increase the contractual price for new insurance and increase existing benefits. In the event of high consolidation, one measure may be to introduce premium reductions. At year-end 2020, Alecta's surplus in the form of the collective consolidation level was 160 percent (148).
In Norway, defined-benefit pension plans are governed by the Norwegian Company Pensions Act. The plan covers all employees; payments from the former national pension system and the defined-benefit system add up to around 66 percent of the employee's salary when the employee reaches retirement age (normally 67 years). As the benefits under the new defined-benefit system are lower than before, pension payments will be lower than 66 percent. The amount varies according to when the employee decides to retire, normally between the ages of 62 and 75 years. The pension is based on the period from the day of retirement divided by the number of years until the statistically calculated average life expectancy. Under Norwegian law, plan assets must always cover the pension entitlements earned by the employees covered by the pension plan. The plan assets must be kept separately from the company, but there are no provisions stating how the assets must be invested. A management committee is appointed to determine where and how the assets are to be invested, and it is a requirement that one member of the management committee must be a member of the defined-benefit plan. The company must contribute no less than 2 percent of the annual salary cost.
Defined-benefit plans in Switzerland must be financed by a separate legally administrative managed pension fund. In this respect, Swiss law stipulates only a mandatory minimum level.
Insurance plan: the company is a member of a collective foundation. According to IAS 19, the plan is classified as a defined-benefit plan, but has fixed contributions. Under Swiss law, the foundation guarantees the benefit amounts earned, which are established annually for the employee. Interest may be added to the balance. On taking retirement, the employee has the right to take the pension as a lump sum, a lifetime annuity or part as a lump sum with the remainder being converted to a fixed lifetime annuity in accordance with the rates determined by the collective foundation. Under Swiss law, the foundation must guarantee a minimum level with reference to the investment. Otherwise, the foundation is responsible for overseeing how the plan assets are invested.
Under Italian law, an employee has the right, in the event of termination of employment, to a severance payment termed a "TFR". In brief, the TFR is calculated individually as a portion of the employee's gross annual salary and a reasonable revaluation of the amount earned up to the time of termination of employment. Following changes in Italian legislation on 1 January 2007, all companies with more than 50 employees are obliged to pay the estimated TRF liability to a supplementary pension fund or the government's INPS fund. All post-employment benefits to be paid in future are to be paid via one of the above-mentioned funds. On that basis, the fund is classified as a defined-contribution plan, following the change in legislation.
The pension liability on 30 April 2021 under defined-benefit pension plans is based on amounts earned in TFR as per 31 December 2006. This represents the amount that the company must pay out when an employee reaches retirement age or in the event the person's employment is terminated.
In France, pensions are paid to employees at retirement in accordance with current collective bargaining agreements. The plan is a defined-benefit, final salary scheme. The plan does not stipulate any minimum requirements.
| Amounts shown on the balance sheet – defined-benefit pension plans | Norway | Switzerland | Italy | France | Others | Total |
|---|---|---|---|---|---|---|
| Present value of obligations, including payroll tax | 148.5 | 38.7 | 18.3 | 19.6 | 2.9 | 228.0 |
| Fair value of plan assets | –122.9 | –30.2 | – | – | – | –153.1 |
| Pension provision, net | 25.6 | 8.5 | 18.3 | 19.6 | 2.9 | 74.9 |
| Expense recognised in income statement | ||||||
| Expenses based on service | 8.9 | 1.7 | – | 1.1 | 0.4 | 12.1 |
| Income tax | 1.4 | – | – | – | – | 1.4 |
| Interest expense/(gain) | 0.9 | 0.1 | – | 0.3 | – | 1.3 |
| Administration expense | 0.3 | – | – | – | – | 0.3 |
| Net expense recognised in income statement | 11.5 | 1.8 | – | 1.4 | 0.4 | 15.1 |
| Maturity profile, defined-benefit obligations | ||||||
| Weighted average duration, defined-benefit obligations | 21 | 16 | 17 | 9 | 8 | |
| Major actuarial assumptions, weighted average, % | ||||||
| Discount rate | 1.70 | 0.40 | 0.45 | 1.15 | 1.50 | – |
| Anticipated return on assets | 1.70 | 0.40 | – | 1.15 | – | – |
| Anticipated rate of increase in salaries | 2.25 | 0.50 | 2.00 | 1.50 | 0.50 | – |
| Anticipated rate of inflation | 2.00 | 0.50 | 2.00 | 1.50 | 0.50 | – |
| Information per country, 30 April 2020 | ||||||
| Amounts shown on the balance sheet – defined-benefit pension plans | Norway | Switzerland | Italy | France | Others | Total |
| Present value of obligations, including payroll tax | 139.6 | 46.9 | 19.4 | 21.4 | 2.6 | 229.9 |
| Fair value of plan assets | –105.6 | –35.7 | – | – | – | –141.3 |
| Pension provision, net | 34.0 | 11.2 | 19.4 | 21.4 | 2.6 | 88.6 |
| Expense recognised in income statement | ||||||
| Expenses based on service | 9.0 | 1.7 | – | 1.0 | 0.2 | 11.9 |
| Interest expense/(gain) | 0.8 | 0.1 | 0.3 | 0.5 | – | 1.7 |
| Administration expense | 0.3 | – | – | – | – | 0.3 |
| Net expense recognised in income statement | 10.1 | 1.8 | 0.3 | 1.5 | 0.2 | 13.9 |
| Maturity profile, defined-benefit obligations | ||||||
| Weighted average duration, defined-benefit obligations | 22 | 17 | 17 | 9 | 8 | |
| Major actuarial assumptions, weighted average, % | ||||||
| Discount rate | 1.70 | 0.60 | 1.63 | 1.50 | 2.00 | – |
| Anticipated return on assets | 1.70 | 0.60 | 0.00 | 0.00 | 0.00 | – |
| Anticipated rate of increase in salaries | 2.25 | 0.50 | 2.00 | 0.50 | 1.00 | – |
| Anticipated rate of inflation | 2.00 | 0.50 | 2.00 | 1.50 | 1.00 | – |
| 2020/21 | 2019/20 | |
|---|---|---|
| Operating expenses – defined-benefit plans | 13.9 | 12.3 |
| Operating expenses – defined-contribution plans | 69.3 | 69.4 |
| Total operating expenses | 83.2 | 81.7 |
| Interest expense – defined-benefit plans | 1.2 | 1.7 |
| Expense before tax | 84.4 | 83.4 |
| Defined-benefit obligations | 2020/21 | 2019/20 |
|---|---|---|
| Defined-benefit plans – obligation, 1 May | 229.9 | 229.4 |
| Current expense | 13.6 | 12.0 |
| Interest expense | 3.2 | 4.0 |
| Benefits paid | –10.9 | –8.8 |
| Actuarial gains/losses (financial assumptions) | –8.5 | 7.2 |
| Actuarial gains/losses (demographic assumptions) | –1.5 | –0.5 |
| Actuarial gains/losses (experience-based adjustments) | –0.9 | 1.6 |
| Deduction (others) | –0.3 | –0.1 |
| Exchange rate differences | 3.4 | –14.9 |
| Defined-benefit plans, obligations as per 30 April | 228.0 | 229.9 |
| Changes in plan assets | 2020/21 | 2019/20 |
|---|---|---|
| Fair value of plan assets as per 1 May | 141.3 | 143.2 |
| Funds invested by employers | 11.1 | 11.0 |
| Funds invested by employees | 1.1 | 1.2 |
| Benefits paid | –8.1 | –2.7 |
| Interest income | 1.9 | 2.3 |
| Actuarial gains/losses | 1.6 | –1.6 |
| Deduction (others) | –0.1 | –0.2 |
| Exchange rate differences | 4.3 | –11.9 |
| Fair value of plan assets as per 30 April | 153.1 | 141.3 |
| 2020/21 | 2019/20 | |
|---|---|---|
| Best estimate of contributions next year | 13.9 | 12.4 |
The table below illustrates the effect on the value of the pension obligation from assumed changes.
| Change in assumption (%) |
Effect, SEK m. |
Change in assumption (%) |
Effect, SEK m. |
|
|---|---|---|---|---|
| Discount rate | +1.0 | –38.1 | –1.0 | 48.6 |
| Rate of inflation | +0.5 | –5.0 | –0.5 | 17.2 |
| Future salary increases | +0.5 | 20.4 | –0.5 | –15.6 |
| Estimated service life | +1.0 | 0.9 | –1.0 | –0.9 |
| Personnel turnover | +0.5 | 0.0 | –0.5 | 0.0 |
The analysis is performed by changing one assumption while keeping the other assumptions unchanged. The method illustrates the sensitivity of the liability to each individual assumption. This is a simplified method, in that the actuarial assumptions are usually correlated.
| 2020/21 | 2019/20 | |
|---|---|---|
| Shares and similar financial instruments | 20.8 | 26.5 |
| Fixed-income securities, etc. | 102.0 | 89.6 |
| Real estate | 22.4 | 17.0 |
| Others | 7.9 | 8.2 |
| Total | 153.1 | 141.3 |
| 2020/21 | 2019/20 | |
|---|---|---|
| Actuarial gains/losses, gross | 12.5 | –9.9 |
| Impact of tax | –2.9 | 1.9 |
| Other comprehensive income, net | 9.6 | –8.0 |
| Group | Parent Company | |||
|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | |
| Amount at beginning of year | 66.8 | 66.2 | – | – |
| Investments during the year | 12.1 | 20.4 | – | – |
| Provisions acquired | – | 3.0 | – | – |
| Utilisation during the year | –12.5 | –11.6 | – | – |
| Provisions reversed | –4.1 | –8.3 | – | – |
| Translation differences | 3.4 | –2.9 | – | – |
| Amount at year-end | 65.7 | 66.8 | – | – |
Provisions totalling SEK 38.0 million (39.9) relate to warranty costs, SEK 1.2 million (1.2) to restructuring costs, and SEK 16.5 million (16.1) to other personnel-related items.
| Parent Company | |||
|---|---|---|---|
| 2020/21 | 2019/20 | ||
| Dividends from subsidiaries | 219.1 | 361.9 | |
| Write-down of shareholder contributions | –87.2 | –74.4 | |
| Write-down on shares in subsidiaries | –114.6 | –81.9 | |
| 17.3 | 205.6 |
| Subsidiary | Org. reg. no. Registered office |
% equity | No. of shares | Carrying amount | |
|---|---|---|---|---|---|
| Systemair Sverige AB | 559000-1516 | Skinnskatteberg, Sweden | 100 | 1,000,000 | 1.0 |
| Divid Holding AB | 556714-7581 | Jönköping, Sweden | 60 | 1,000 | 15.5 |
| Frico AB | 556573-3812 | Partille, Sweden | 100 | 50,000 | 288.5 |
| Kanalfläkt Design Alliuq AB | 556823-9577 | Ängelholm, Sweden | 100 | 500 | 164.6 |
| Kanalfläkt Industrial Service AB | 556063-2530 | Skinnskatteberg, Sweden | 100 | 5,000 | 1.2 |
| KP Klimat AB | 556772-1518 | Eskilstuna, Sweden | 100 | 1,000 | 6.0 |
| Servicebolaget i Sverige AB | 556601-0566 | Hudiksvall, Sweden | 100 | 1,000 | 7.4 |
| VEAB Heat Tech AB | 556138-3166 | Hässleholm, Sweden | 100 | 3,000 | 65.6 |
| Pacific Ventilation Pty Ltd | Australia | 100 | – | 0.0 | |
| Systemair LLC | Azerbaijan | 100 | – | 0.1 | |
| Systemair NV | Belgium | 100 | – | 27.7 | |
| Menerga NV | Belgium | 100 | – | 8.6 | |
| Systemair Traydus | Brazil | 75 | – | 0.0 | |
| Systemair EOOD | Bulgaria | 100 | – | 0.1 | |
| Systemair SpA | Chile | 100 | – | 7.2 | |
| Systemair A/S | Denmark | 100 | 10,101 | 35.1 | |
| Frico A/S | Denmark | 60 | – | 4.3 | |
| Systemair Trading LLC | Dubai, United Arab Emir ates |
100 | – | 0.0 | |
| Systemair Ltd | England | 100 | 1,000,000 | 32.0 | |
| Systemair AS | Estonia | 100 | 3,128 | 17.3 | |
| Systemair Oy | Finland | 100 | 20 | 0.3 | |
| Systemair SAS | France | 100 | 9,994 | 6.5 | |
| Systemair AC SAS | France | 100 | 10,000 | 10.3 | |
| Systemair LLC | Georgia | 100 | – | 0.2 | |
| Systemair Hellas S.A. | Greece | 100 | 15,000 | 8.7 | |
| Systemair Hong Kong Ltd | Hong Kong | 100 | 300 | 0.2 | |
| Systemair India Pvt Ltd | India | 100 | 320,000 | 161.3 | |
| Systemair Ltd | Ireland | 100 | 1 | 0.0 | |
| Subsidiary | Org. reg. no. | Registered office | % equity | No. of shares | Carrying amount |
|---|---|---|---|---|---|
| Systemair Italy s.r.l. | Italy | 100 | – | 55.2 | |
| Systemair s.r.l. | Italy | 100 | – | 0.0 | |
| Systemair Inc. | Canada | 100 | 44,600 | 29.6 | |
| Systemair TOO | Kazakhstan | 100 | – | 1.5 | |
| Systemair (Suzhou) Co. Ltd | China | 100 | – | 0.0 | |
| Systemair d.o.o. | Croatia | 100 | – | 0.0 | |
| Poly-Rek d.o.o. | Croatia | 100 | – | 3.2 | |
| Systemair SIA | Latvia | 100 | 2,500 | 1.1 | |
| Systemair UAB | Lithuania | 100 | 500 | 10.9 | |
| UAB Menerga | Lithuania | 100 | – | 25.5 | |
| Systemair Sdn Bhd | Malaysia | 100 | 1,500,000 | 20.6 | |
| Systemair Maroc SARL | Morocco | 60 | – | 36.1 | |
| Systemair Mexico | Mexico | 100 | – | 3.3 | |
| Systemair B.V. | Netherlands | 100 | – | 119.2 | |
| Frico B.V. | Netherlands | 100 | 40 | 11.0 | |
| Systemair AS | Norway | 100 | 82,000 | 21.4 | |
| Menerga AS | Norway | 100 | 50 | 20.8 | |
| Systemair Peru SAC | Peru | 100 | 20,000 | 3.6 | |
| Systemair SA | Poland | 100 | 200 | 0.9 | |
| Systemair SA | Portugal | 100 | 200,000 | 26.0 | |
| Systemair Middle East LLC | Qatar | 100 | – | 0.4 | |
| Systemair Rt | Romania | 100 | 1,000 | 0.0 | |
| OOO Systemair | Russia | 100 | – | 95.9 | |
| LCC Systemair Production | Russia | 100 | – | 0.0 | |
| Systemair d.o.o. Beograd | Serbia | 100 | – | 12.4 | |
| Systemair Suisse AG | Switzerland | 100 | 250 | 47.0 | |
| Menerga GmbH | Switzerland | 100 | 210 | 11.7 | |
| Systemair (SEA) Pte Ltd | Singapore | 100 | 1,000,000 | 6.2 | |
| Systemair Production a.s. | Slovakia | 100 | – | 68.2 | |
| Systemair AS | Slovakia | 100 | 22 | 0.5 | |
| Systemair d.o.o. | Slovenia | 100 | – | 42.9 | |
| Systemair HVAC S.L.U. | Spain | 100 | – | 26.3 | |
| Koolair S.L. | Spain | 100 | – | 41.9 | |
| Systemair (Pty) Ltd | South Africa | 100 | 1,000 | 11.0 | |
| Systemair SA | Czech Republic | 100 | – | 21.5 | |
| 2VV s.r.o | Czech Republic | 100 | – | 110.1 | |
| Recutech s.r.l.o | Czech Republic | 10 | – | 4.8 | |
| Systemair Co. Ltd | Taiwan | 100 | – | 0.0 | |
| Systemair HSK Hav. Ekip. San.ve Tic. Ltd | Turkey | 90 | 2,150 | 173.4 | |
| Systemair GmbH | Germany | 100 | – | 10.4 | |
| Lautner Energiespartechnik GmbH | Germany | 100 | – | 10.5 | |
| LGB GmbH | Germany | 100 | – | 38.9 | |
| Menerga GmbH | Germany | 100 | – | 48.8 | |
| Tekadoor GmbH | Germany | 100 | – | 30.3 | |
| TTL | Germany | 100 | – | 0.2 | |
| Systemair TOV | Ukraine | 100 | – | 0.0 | |
| Systemair Rt | Hungary | 100 | 2,000 | 4.5 | |
| Systemair Mfg Inc. | USA | 100 | 500 | 32.1 | |
| Systemair GmbH | Austria | 100 | – | 39.8 | |
| 2,149.6 |
| Indirectly controlled | Parent Company | Registered office | % of cap ital |
|---|---|---|---|
| Divid AB | Divid Holding AB | Jönköping, Sweden | 100 |
| Divid Promaster AB | Divid Holding AB | Jönköping, Sweden | 100 |
| Kanalfläkt Tekniska AB | Kanalfläkt Industrial Service AB |
Skinnskatteberg, Sweden |
100 |
| Menerga AB | Kanalfläkt Industrial Service AB |
Skinnskatteberg, Sweden |
100 |
| Frico SAS | Frico AB | France | 100 |
| Systemair OOO | UAB Menerga | Kaliningrad | 100 |
| Systemair Commercial AHU Systemair Inc. | Canada | 100 | |
| Frico AS | Frico AB | Norway | 100 |
| Menerga Polska | Systemair SA | Poland | 100 |
| Koolair Fabricacion S.L.U. | Koolair S.L. | Spain | 100 |
| Safeair S.L. | Koolair S.L. | Spain | 100 |
| Metalisteria Medular S.L. | Koolair S.L. | Spain | 100 |
| Recutech s.r.o | 2VV s.r.o | Czech Republic | 90 |
| Frico GmbH | Frico AB | Germany | 100 |
| Systemair IOOO | UAB Menerga | Belarus | 100 |
| Frico GmbH AT | Frico AB | Austria | 100 |
| Frivent CZ s.r.o | Systemair GmbH | Austria | 100 |
| Parent Company | |||
|---|---|---|---|
| 2020/21 | 2019/20 | ||
| At start of year | 2,239.8 | 2,277.7 | |
| Acquisitions during the year | 24.4 | 43.8 | |
| Disposals during the year | – | –2.7 | |
| New share issues during the year | 87.2 | 77.3 | |
| Impairment for the year | –201.8 | –156.3 | |
| 2,149.6 | 2,239.8 |
| Group's participations in associ | Group | Parent Company | |||
|---|---|---|---|---|---|
| ated companies | 2020/21 | 2019/20 | 2020/21 | 2019/20 | |
| At start of year | 19.6 | 22.2 | 5.9 | 9.8 | |
| Acquisitions during the year | – | 5.9 | – | 5.9 | |
| Impairment for the year | – | –9.8 | – | –9.8 | |
| Share in profits of associated companies during the year |
6.2 | 1.3 | – | – | |
| 25.8 | 19.6 | 5.9 | 5.9 |
| Comprehensive | Ownership | ||||||
|---|---|---|---|---|---|---|---|
| 2020/21 | Country | Revenues | income | Assets | Liabilities | Equity | share, % |
| Burda Worldwide Technologies GmbH | Germany | 20.9 | 8.2 | 14.8 | 6.3 | 8.5 | 49.9 |
| MR Studios | Czech Republic | 6.1 | 1.9 | 6.8 | 1.9 | 4.9 | 40.0 |
| Comprehensive | Ownership | ||||||
|---|---|---|---|---|---|---|---|
| 2019/20 | Country | Revenues | income | Assets | Liabilities | Equity | share, % |
| Burda Worldwide Technologies GmbH | Germany | 28.5 | 2.1 | 19.4 | 9.4 | 10.0 | 49.9 |
| MR Studios | Czech Republic | 0.8 | –0.3 | 3.1 | 0.5 | 2.6 | 40.0 |
The end of the reporting period for the associated company Burda Worldwide Technologies GmbH is 31 December. The company reports with a delay of one month. The company is owned by Frico AB.
The end of the reporting period for the associated company MR Studios is 31 December. The company reports with a delay of one month. The company is owned by Systemair AB.
No dividend was received from any of the companies during the financial year.
In November 2020, Systemair acquired 60 percent of the shares in Divid AB, a company based in Jönköping. The company conducts IT consulting operations and specialises in programming product selection programs. The acquisition of Divid will ensure continued access to a strategically important provider of consulting services for Systemair. The company has 23 employees.
In January 2021, Systemair acquired Servicebolaget i Sverige AB. The company is Systemair's service partner for installation and servicing of residential units. Servicebolaget also sells filters and spare parts in the Swedish market. Servicebolaget has five employees at its Hudiksvall headquarters, four franchisees and 22 service partners who perform servicing across the whole of Sweden. The
acquisition is intended to strengthen Systemair's position in aftermarket sales on the Swedish market.
In February 2021, Systemair acquired a former distributor, TOO Almaty Ventilation Company in Kazakhstan. The company has been renamed TOO Systemair.
Net sales for the acquired companies between acquisition and the end of the financial year totalled SEK 20.4 million. The operating profit for the period concerned was SEK 5.2 million. If the companies acquired had been consolidated as of 1 May 2020, net sales for the financial year May 2020 through April 2021 would have totalled approximately SEK 8,541.5 million. Operating profit for that period would have totalled approximately SEK 680.2 million.
The purchase consideration paid for company acquisitions was made up as follows:
| SEK m. | Divid | Servicebolaget | Systemair TOO | Total |
|---|---|---|---|---|
| Total historical cost, less costs of acquisition | 15.3 | 7.3 | 1.5 | 24.1 |
| Assets acquired | ||||
| Fair value of assets acquired, net | 2.4 | 3.4 | 0.3 | 6.1 |
| Goodwill | 12.9 | 3.9 | 1.2 | 18.0 |
| Identifiable net assets | ||||
| Goodwill | 12.9 | 3.9 | 1.2 | 18.0 |
| Customer relationships | 4.0 | 1.7 | 0.4 | 6.1 |
| Machinery and equipment | 0.1 | – | – | 0.1 |
| Inventory | – | 0.9 | 0.2 | 1.1 |
| Trade accounts receivable | 3.5 | 1.1 | – | 4.6 |
| Other current assets | 4.0 | 0.5 | – | 4.5 |
| Cash and cash equivalents | 1.5 | 1.5 | 0.1 | 3.1 |
| Minority interest | –1.3 | – | – | –1.3 |
| Deferred tax liability | –0.8 | –0.8 | – | –1.6 |
| Other operating liabilities | –8.6 | –1.5 | –0.4 | –10.5 |
| 15.3 | 7.3 | 1.5 | 24.1 |
| Pacific Ventilation | Systemair Maroc | Poly-Rek | Frico A/S | Total |
|---|---|---|---|---|
| 21.9 | 27.4 | 3.1 | 4.3 | 56.7 |
| 12.9 | 19.8 | –0.1 | –0.3 | 32.3 |
| 9.0 | 7.6 | 3.2 | 4.6 | 24.4 |
| 9.0 | 7.6 | 3.2 | 4.6 | 24.4 |
| – | 8.3 | 1.1 | 1.7 | 11.1 |
| 4.4 | 0.2 | 0.5 | – | 5.1 |
| – | 8.9 | – | – | 8.9 |
| – | 0.3 | 0.5 | 0.3 | 1.1 |
| – | – | – | 0.1 | 0.1 |
| 12.9 | 18.7 | 0.2 | 1.6 | 33.4 |
| – | 66.1 | – | 2.8 | 68.9 |
| 2.8 | 9.5 | 0.2 | 0.3 | 12.8 |
| – | 0.8 | – | 0.3 | 1.1 |
| – | –13.3 | – | – | –13.3 |
| – | –11.1 | –0.4 | – | –11.5 |
| – | –4.6 | –0.2 | –2.4 | –7.2 |
| – | –33.5 | – | – | –33.5 |
| –7.2 | –30.5 | –2.0 | –5.0 | –44.7 |
| 21.9 | 27.4 | 3.1 | 4.3 | 56.7 |
There is no difference between fair value and contractual value of assets acquired.
| Impact of acquisitions on cash flow | 2020/21 | 2019/20 |
|---|---|---|
| Purchase considerations | –24.1 | –56.7 |
| Cash and cash equivalents in companies purchased | 3.1 | 1.1 |
| Transaction costs, acquisition of subsidiaries | –0.2 | –0.1 |
| Change in consolidated cash and cash equivalents after | ||
| acquisitions | –21.2 | –55.7 |
Customer relationships have been stated at the net present value of future cash flows. The useful life of these assets has been estimated at 5–10 years. In cases where decisions have not been taken as to phasing-out of brands, they are assumed to have an indefinite life.
The goodwill upon acquisition is attributable to the strong market positions of the companies acquired, synergies expected to emerge after acquisition and the companies' estimated future earning capacity.
No companies were divested during the 2020/21 financial year.
The disposal of the shares in Animac AB, Norway, may be calculated as follows:
| Asset and liability disposals | Total |
|---|---|
| Buildings and land | 10.4 |
| Other current assets | 0.1 |
| Interest-bearing liabilities | –7.1 |
| Other operating liabilities | –0.1 |
| 3.4 | |
| Effect on cash flow of company disposals |
| Purchase consideration | 12.2 |
|---|---|
| Assumption of internal liabilities | –7.3 |
| Change in Group's cash and cash equivalents at sale | 4.9 |
| Parent Company | ||
|---|---|---|
| Changes in receivables from Group companies | 2020/21 | 2019/20 |
| At start of year | 542.8 | 345.5 |
| Lending | 113.2 | 212.6 |
| Repayments | –46.2 | –18.6 |
| Reclassifications | – | 1.7 |
| Foreign exchange adjustments | –32.4 | 1.6 |
| 577.4 | 542.8 |
| Group | Parent Company | |||
|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | |
| Assets pledged to credit institutions for own liabilities |
||||
| Chattel mortgages | 127.6 | 129.5 | – | – |
| Real estate mortgages | 215.7 | 224.3 | – | – |
| Pledged shares in subsidiaries | 180.8 | 173.0 | 97.7 | 97.7 |
| 524.1 | 526.8 | 97.7 | 97.7 | |
| Pledged assets, per bank | ||||
| Nordea Bank AB | 287.2 | 279.6 | 97.7 | 97.7 |
| Svenska Handelsbanken AB | 28.1 | 48.0 | – | – |
| Other banks | 208.8 | 199.2 | – | – |
| 524.1 | 526.8 | 97.7 | 97.7 |
Pledged shares in subsidiaries consist of all shares in Veab AB and all shares in Systemair Mfg Inc., USA. The amount secured for the Parent Company is the book value of the shares. In the Group, the value is made up of equity plus any surplus values. The securities were taken out at acquisition of the companies.
| Group | Parent Company | |||
|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | |
| Guarantees on behalf of subsidiaries |
– | – | 535.7 | 497.9 |
| Guarantees and other contingent liabilities1) |
179.9 | 172.8 | 113.6 | 93.9 |
| 179.9 | 172.8 | 649.3 | 591.8 |
1) Consists for the most part of intra-Group Parent Company guarantees and bank guarantees.
The Parent Company has issued external bank guarantees and internal guarantees of SEK 93.9 million on behalf of the subsidiaries. The subsidiaries have issued local bank guarantees for a total amount of SEK 66.2 million.
| Group | Parent Company | |||
|---|---|---|---|---|
| 2020/21 | 2019/20 | 2020/21 | 2019/20 | |
| Adjustment for non-cash items etc. |
||||
| Depreciation/Amortisation of non-current assets |
238.9 | 246.6 | 18.1 | 15.6 |
| Amortisation of right-of-use assets |
113.1 | 111.2 | – | – |
| Impairment losses | 47.8 | 47.6 | – | – |
| Changes in provisions | 1.2 | 2.6 | – | – |
| Unrealised exchange gains and losses |
–0.6 | –48.2 | –23.1 | 15.8 |
| Provisions for pensions | –2.7 | –1.9 | – | – |
| Gain/Loss on divestment of non-current assets |
–2.3 | –6.6 | – | 2.3 |
| Other items | –3.9 | –1.4 | – | – |
| 391.5 | 349.9 | –5.0 | 33.7 |
Systemair AB is a Swedish-registered limited liability company. Its registered office is in Skinnskatteberg. The address of the Company's head office is Industrivägen 3, SE-739 30 Skinnskatteberg, Sweden. The Company's organisation registration number is 556160-4108. The consolidated accounts for the 2020/21 financial year include the Parent Company and its subsidiaries, jointly referred to as the Group.
| Group | 2020/21 | 2019/20 |
|---|---|---|
| Basic earnings per share (SEK) | 7.81 | 7.34 |
| Diluted earnings per share (SEK) | 7.81 | 7.34 |
| Profit/loss for the period | 410.6 | 385.3 |
| Profit for the year attributable to Parent Company shareholders |
406.2 | 381.5 |
| Non-controlling interests | 4.4 | 3.8 |
| Weighted average number of shares in issue, basic | 52,000,000 | 52,000,000 |
| Weighted average number of shares in issue, diluted | 52,000,000 | 52,000,000 |
There is no dilutive effect.
In June 2020, ebm-papst Aktiebolag reduced its shareholding in Systemair and thereafter is no longer considered a related party.
Systemair AB (publ.) purchased hotel and conference services for SEK 0.3 million (3.1) from WG Hotelldrift AB, which is owned by Gerald and Wenche Engström. For more information on related party transactions, see Note 11.
Parent Company purchases from other Group companies totalled SEK 55.5 million (63.5). Parent Company sales to Group companies are described in Note 4. For more information on Parent Company receivables from Group companies, see Note 33. Liabilities to Group companies total SEK 861.5 million (612.3).
Skinnskatteberg, 1 July 2021
Roland Kasper President and CEO
Gerald Engström Chairman of the Board Carina Andersson Director
Gunilla Spongh
Patrik Nolåker Director
Svein Nilsen Director
Director
Ricky Sten Employee Representative
Åke Henningsson Employee Representative
Note 40 Events after the financial year-end No significant events have occurred since the end of the financial year.
Our Auditor's Report concerning this annual report was submitted on 8 July 2021.
Ernst & Young AB
Johan Holmberg Authorised Public Accountant
We have conducted an audit of the annual report and the consolidated accounts of Systemair AB (publ) for the financial year from 1 May 2020–30 April 2021, with the exception of the corporate governance report on pages 47–55. The company's annual report and the consolidated accounts are included on pages 56–99 of this document.
In our view, the annual report has been prepared in accordance with the Swedish Annual Accounts Act and provides in all material respects a true and fair view of the parent company's financial position on 30 April 2021 and of its financial results and cash flows for the year in accordance with the Swedish Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Swedish Annual Accounts Act and provide in all material respects a true and fair view of the group's financial position on 30 April 2021 and of its financial results and cash flows for the year in accordance with International Financial Reporting Standards, as adopted by the EU, and the Swedish Annual Accounts Act. Our opinions do not refer to the corporate governance report on pages 47–55. The statutory administration report is consistent with the other parts of the annual report and the consolidated accounts.
We therefore recommend that the annual general meeting adopt the consolidated balance sheet and consolidated income statement and the parent company income statement and balance sheet.
Our opinions in this report on the annual report and consolidated accounts are consistent with the content of the supplementary report presented to the parent company's audit committee, in accordance with Article 11 of EU Audit Regulation 537/2014.
We have conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing practice in Sweden. Our responsibilities under these standards are described more fully in the section Auditor's responsibilities. We are independent in relation to the parent company and group in accordance with generally accepted auditing standards in Sweden and have otherwise fulfilled our professional ethical responsibilities according to these requirements. We confirm that, to the best of our knowledge and belief, no prohibited services as referred to in Article 5.1 of the EU Audit Regulation (537/2014) have been provided to the audited company or, where applicable, its parent company or its controlled companies within the EU.
We believe that the accounting evidence we have obtained provides an adequate and appropriate basis for our opinions.
Matters of key importance in the audit are those that, in our professional judgement, were the most important in our audit of the annual report and the consolidated accounts in the period concerned. These matters were addressed in the context of the audit of, and in our opinion on, the annual report and the consolidated accounts as a whole, but we do not comment separately on these matters. The following description of how the audit was performed on these matters should be interpreted in that light.
We have also fulfilled, with regard to these matters, the obligations described in the section Auditor's responsibilities in our report on the annual report. Accordingly, we performed auditing procedures that were designed to respond to our assessment of the risks of material misstatement in the annual report and consolidated accounts. The results of our audit and the procedures performed to address the matters described in the following provide the basis of our auditor's opinion.
Goodwill totals SEK 736 million on the consolidated balance sheet and participations in group companies are stated at SEK 2,150 million on the parent company balance sheet on the balance sheet date. As described in Note 1 and the section on impairments, the company tests, at least annually and where there is any indication of impairment, to determine that carrying amounts for goodwill do not exceed the recoverable amount. As regards participations in group companies, an assessment is made on an ongoing basis to determine whether there is any indication of impairment and, if so, the recoverable amount of the asset is calculated and compared to its book value. The recoverable amount is calculated via an estimate of the value in use for the cash-generating unit concerned, which in the company's case is the same as the subsidiary concerned, via a present value calculation of estimated future cash flows. As Note 16 indicates, the cash flows for the financial plans have been approved by management and extend to a five-year period. The plans include for example assumptions as to trend of prices, sales volumes and trend of costs. In addition, assumptions have been made as to discount rate and growth beyond the five-year period. In the group, goodwill has been written down by SEK 46 million during the financial year, as described in Note 16. In the parent company, participations in group companies have been written down by SEK 202 million in the financial year, as described in Note 30.
In view of the significant values of goodwill in the Group and participations in group companies in the parent company, and in view of the significant assumptions and estimates required to calculate the value in use, we considered the measurement of goodwill and participations in group companies to be a particularly significant area in our audit.
During our audit, we assessed the company's process for establishing its impairment test for goodwill and the company's routines for identifying indications of impairment of goodwill and in participations in group companies. We examined how cash-generating units are identified, assessed the company's valuation methods and calculation models with the support of our valuation specialists and judged the reasonableness of assumptions made. We performed sensitivity analyses regarding changes in material assumptions and made comparisons with historical outcomes and the accuracy of forecasts made earlier. We assessed the reasonableness of the discount rate and long-term growth assumed for individual units, through comparisons with other companies in the same sector.
Finally, we assessed the adequacy of the disclosures in the annual accounts.
This document also contains information other than the annual report and consolidated accounts and is found on pages 1–46. The remuneration report for the financial year 2020/2021 also constitutes other information. The board of directors and the president are responsible for this other information.
Our opinion on the annual report and the consolidated accounts does not cover this other information and we do not express any form of assurance conclusion concerning this other information.
In connection with our audit of the annual report and the consolidated accounts, our responsibility is to read the information identified above, and consider whether the information is materially inconsistent with the annual report and the consolidated accounts. In this procedure, we also take into account the knowledge we have otherwise obtained during the audit and assess whether this information otherwise appears to contain material misstatements.
If, based on the work performed concerning this information, we conclude that this other information contains a material misstatement, we are required to report that fact. We have nothing to report in this regard.
The board of directors and the president are responsible for the preparation of the annual report and the consolidated accounts and for ensuring that they provide a true and fair view in accordance with the Swedish Annual Accounts Act and, concerning the consolidated accounts, in accordance with IFRS as adopted by the EU. The board of directors and the president are also responsible for such internal control that they determine is necessary to enable the preparation of an annual report and consolidated accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual report and consolidated accounts, the board of directors and the president are responsible for the assessment of the company's ability to continue as a going concern. They disclose, as applicable, circumstances that may affect the ability to continue as a going concern and to apply the going concern basis of accounting. The going concern basis of accounting is however not applied if the board of directors and the president intend to liquidate the company, to cease operations or have no realistic alternative but to do so.
The board of directors' audit committee shall, without prejudice to the board of director's responsibilities and tasks in general, among other things oversee the company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the annual report and consolidated accounts are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISA and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements may arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users, taken on the basis of this annual report and consolidated accounts.
As part of an audit in accordance with ISA, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement in the annual report and consolidated accounts, whether due to fraud or error, design and perform audit procedures responsive to those and other risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.
We must inform the board of directors of, among other matters, the planned scope, focus and timing of the audit. We must also advise of significant audit findings during our audit, including any significant deficiencies in internal control that we identified.
We must also provide the board of directors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of most significance in the audit of the annual report and consolidated accounts, including the most important assessed risks for material misstatement, and are therefore the key audit matters. We describe these matters in the auditor's report unless law or regulation precludes disclosure about the matter.
In addition to our audit of the annual report, we have also conducted an audit of administration of the affairs of Systemair AB (publ) by the board of directors and the president in the financial year 1 May 2020–30 April 2021, as well of the proposed treatment of the company's profit or loss.
We recommend to the annual general meeting of shareholders that the profit be dealt with in accordance with the proposal in the administration report and that the members of the board of directors and the president be discharged from liability for the financial year.
We conducted our audit in accordance with generally accepted auditing practice in Sweden. Our responsibilities are described more fully in the section Auditor's responsibilities. We are independent in relation to the parent company and group in accordance with generally accepted auditing standards in Sweden and have otherwise fulfilled our professional ethical responsibilities according to these requirements.
We believe that the accounting evidence we have obtained provides an adequate and appropriate basis for our opinions.
The board of directors is responsible for the proposal for appropriations of the company's profit or loss. In considering the proposal of a dividend, the process includes an assessment of whether the dividend is justifiable in view of the requirements that the company's and the group's type of operations, size and risks place on the size of the parent company's and the group's equity, consolidation requirements, liquidity and position in general.
The board of directors is responsible for the company's organisation and the administration of the company's affairs. This includes among other things continuous assessment of the company's and the group's financial situation and ensuring that the company's organisation is designed such that the accounting, management of assets and the company's financial affairs otherwise are controlled in a reassuring manner. The president shall manage the ongoing administration according to the board of directors' guidelines and instructions and among other matters take measures that are necessary to ensure that the company's accounting is conducted in accordance with law that the management of assets is handled in a reassuring manner.
Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the board of directors or the president in any material respect:
Our objective concerning the audit of the proposed appropriations of the company's profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act.
Reasonable assurance is a high level of assurance, but is not a guarantee, that an audit conducted in accordance with generally accepted auditing practices in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company's profit or loss are not in accordance with the Companies Act.
As part of an audit in accordance with generally accepted auditing practices in Sweden, we exercise professional judgement and maintain professional scepticism throughout the audit. The examination of the administration and the proposed appropriations of the company's profit or loss is based primarily on the audit of the accounts. Additional audit procedures performed are based on our professional judgement on the basis of risk and materiality. This means that we focus the examination on such actions, areas and relationships that are material to the operations and where deviations and violations would have particular importance to the company's situation. We examine and test decisions undertaken, support for decisions, actions taken and other circumstances that are relevant to our opinion concerning discharge from liability. As a basis for our opinion on the board's proposed appropriations of the company's profit or loss, we have examined the board's reasoned statement, as well as documents, on a test basis, in support of this statement, in order to be able to determine whether the proposed arrangements are consistent with the Swedish Annual Accounts Act.
The board of directors and the president are responsible for the corporate governance report on pages 47–55 and for verifying that it has been prepared in accordance with the Swedish Annual Accounts Act.
Our examination has been conducted in accordance with FAR's auditing standard RevU 16 Auditor's Examination of the Corporate Governance Report. This means that our examination of the corporate governance report is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing practices in Sweden. In our view, this examination provides us with sufficient grounds for our opinions.
A corporate governance report has been drawn up. Disclosures in accordance with Chapter 6, subsection 6, paragraphs 2–6 of the Swedish Annual Accounts Act and Chapter 7, subsection 31, paragraph 2 of the same Act are consistent with the other parts of the annual accounts and consolidated accounts and are in accordance with the Swedish Annual Accounts Act.
Ernst & Young AB, Hamngatan 26, SE-111 47 Stockholm, Sweden, was appointed as Systemair AB's auditor, at the Company's Annual General Meeting on 26 August 2020 and has served as the Company's auditor since the 2005/2006 financial year. Systemair became a public-interest entity in the 2007/2008 financial year.
Stockholm, 8 July 2021 Ernst & Young AB
Johan Holmberg Authorised Public Accountant
In its interim reports and annual report, Systemair presents performance measures that supplement the financial measures defined in IFRS – alternative performance measures (APMs). The Company is of the view that these APMs provide valuable information to investors and the Company's management, in that they enable evaluation of the Company's performance, trends, capacity to pay down debt and invest in new business opportunities, and that they reflect the Group's acquisition-intensive business model.
| 2020/21 May–Apr |
2019/20 May–Apr |
2018/19 May–Apr |
|
|---|---|---|---|
| Number of employees | |||
| The number of employees at the end of the accounting period. New employees, appointments terminated, part-time employees and paid overtime are converted |
|||
| into full-time equivalents. | 6,380 | 6,197 | 6,016 |
| Return on equity | |||
| Profit after tax before non-controlling interest, for the trailing 12 months (TTM), divided by average equity excluding non-controlling interest. |
|||
| Profit after tax, before non-controlling interests, TTM, SEK m. |
410.6 | 385.3 | 321.2 |
| Average equity, SEK m. | 3,166.3 | 3,065.1 | 2,710.7 |
| Return on equity | 13.0% | 12.6% | 11.9% |
| Return on capital employed | |||
| Profit after financial income, for the trailing 12 months (TTM), divided by average capital employed. |
|||
| Profit after financial items, TTM, SEK m. | 673.7 | 639.8 | 557.4 |
| Average capital employed, SEK m. | 5,134.9 | 5,493.3 | 4,934.6 |
| Return on capital employed | 13.1% | 11.6% | 11.3% |
| EBITDA | |||
| Operating profit before depreciation/ amortisation and impairments |
|||
| Operating profit, SEK m. | 676.7 | 625.7 | 528.1 |
| Depreciation/amortisation and impairments, SEK m. |
399.8 | 405.4 | 233.3 |
| EBITDA, SEK m. | 1,076.5 | 1,031.1 | 761.4 |
| Equity per share | |||
| Equity divided by the number of shares at the end of the period |
|||
| Equity excluding minority interests, SEK m. | 3,305.0 | 3,064.8 | 2,839.2 |
| Number of shares, millions | 52.0 | 52.0 | 52.0 |
| Equity per share, SEK | 63.56 | 58.94 | 54.60 |
| Cash generation | |||
| Operating profit before depreciation/ amortisation and impairments, TTM, SEK m. |
1,076.5 | 1,031.1 | 761.4 |
| Provisions in working capital not affecting cash flow, TTM, SEK m. |
1.2 | 2.6 | –8.0 |
| Changes in working capital, TTM, SEK m. | 135.9 | 56.7 | –149.5 |
| Investments in machinery and equipment, TTM, SEK m. |
–432.9 | –204.7 | –226.3 |
| Total | 780.7 | 885.7 | 377.6 |
| Operating profit, TTM, SEK m. | 676.7 | 625.7 | 528.1 |
| Cash generation | 115.4% | 141.6% | 71.5% |
| 2020/21 May–Apr |
2019/20 May–Apr |
2018/19 May–Apr |
|
|---|---|---|---|
| Net indebtedness | |||
| Interest-bearing liabilities + provision for pensions, less cash and cash equivalents and short-term investments. |
|||
| Interest-bearing liabilities, SEK m. | 1,787.1 | 2,273.7 | 2,245.8 |
| Provisions for pensions, SEK m. | 74.9 | 88.6 | 86.2 |
| Cash and cash equivalents, short-term investments, SEK m. |
321.7 | 381.6 | 251.4 |
| Net indebtedness, SEK m. | 1,540.3 | 1,980.7 | 2,080.6 |
| Operating cash flow per share | |||
| Cash flow for the period from operating activities, divided by the average number of shares during the period. |
|||
| Cash flow for the period from operating activities, SEK m. |
993.9 | 844.3 | 386.6 |
| Number of shares, millions | 52.0 | 52.0 | 52.0 |
| Operating cash flow per share, SEK | 19.11 | 16.24 | 7.43 |
| Organic growth | |||
| Changes in sales by like-for-like units, adjusted for acquisitions and foreign currency effects. |
|||
| Net sales for like-for-like units, SEK m. | 9,101.0 | 8,428.3 | 7,853.1 |
| Net sales for preceding year, SEK m. | 8,914.9 | 8,326.5 | 7,301.2 |
| Organic growth | 2.1% | 1.2% | 7.6% |
| Earnings per share | |||
| Profit for the period attributable to Parent Company shareholders, divided by the average number of shares during the period. |
|||
| Profit attributable to Parent Company shareholders, SEK m. |
406.2 | 381.5 | 321.2 |
| Number of shares, millions | 52.0 | 52.0 | 52.0 |
| Earnings per share | 7.81 | 7.34 | 6.18 |
| Operating margin | |||
| Operating profit divided by net sales. | |||
| Operating profit, SEK m. | 676.7 | 625.7 | 528.1 |
| Net sales, SEK m. | 8,519.2 | 8,914.9 | 8,326.5 |
| Operating margin | 7.9% | 7.0% | 6.3% |
| Operating profit (EBIT) | |||
| Earnings before financial items and tax, SEK m. |
676.7 | 625.7 | 528.1 |
| Equity/assets ratio | |||
| Adjusted equity divided by total assets. | |||
| Adjusted equity, SEK m. | 3,330.1 | 3,084.7 | 2,839.2 |
| Total assets, SEK m. | 6,955.5 | 7,099.9 | 6,810.8 |
| Equity/assets ratio | 47.9% | 43.4% | 41.7% |
| 2020/21 May–Apr |
2019/20 May–Apr |
2018/19 May–Apr |
|
|---|---|---|---|
| Capital employed | |||
| Total assets less non-interest-bearing liabilities. |
|||
| Total assets, SEK m. | 6,955.5 | 7,099.9 | 6,810.8 |
| Non-interest-bearing liabilities, SEK m. | 1,795.6 | 1,710.4 | 1,682.6 |
| Capital employed | 5,159.9 | 5,389.5 | 5,128.2 |
| Growth | |||
| Growth is defined as the change in net sales, relative to net sales for the preceding period. |
|||
| Net sales, SEK m. | 8,519.2 | 8,914.9 | 8,326.5 |
| Net sales for preceding year, SEK m. | 8,914.9 | 8,326.5 | 7,301.2 |
| Growth | –4.4% | 7.1% | 14.0% |
| 2020/21 May–Apr |
2019/20 May–Apr |
2018/19 May–Apr |
|
|---|---|---|---|
| Profit margin | |||
| Profit after financial items divided by net sales. |
|||
| Profit/loss after financial items, SEK m. | 564.0 | 543.7 | 458.0 |
| Net sales, SEK m. | 8,519.2 | 8,914.9 | 8,326.5 |
| Profit margin | 6.6% | 6.1% | 5.5% |
The Ecodesign Directive lays down minimum requirements for energy performance in products and outlaws the most energy- and resource-intensive products in the EU market.
Organisations that certify products in the ventilation industry in the markets in Europe, the Middle East, Asia and North America, on the basis of impartial thirdparty inspection.
Low-energy or passive houses that are built airtight and are subject to strict demands for effective ventilation and low energy consumption.
Uses of products in different types of building. For example, single-family homes, apartment blocks, hospitals, industrial buildings and tunnels.
In a building, the computerised system that controls and monitors functions such as those for the building's ventilation, lighting, electricity supply, fire safety and security.
An IT system that manages, for example, processes such as financial management, sales and service, logistics, distribution and production.
An IT system that handles management, organisation and administration of customers and customer relations in a business.
Systemair's sustainability report is published annually as an integral part of the Company's annual report. The annual report presents a summary of the Company's accounts and administration, and describes how the Company has worked with the most important sustainability issues during the year. In deciding upon the content of the sustainability report, Systemair has applied the GRI principles of materiality, stakeholder inclusiveness, sustainability context and completeness. Systemair's materiality analysis is described on page 106. The sustainability report also constitutes the Systemair's statutory sustainability report in accordance with the requirements of the Swedish Annual Accounts Act. The scope of the sustainability report is described in the GRI Index on page 106. The sustainability report has not been examined by Systemair's auditors. We continuously assess the need for that type of examination but have not yet taken any decision to change the method currently used. On page 110, it is confirmed that the auditors have noted that Systemair has drawn up a statutory sustainability report. The sustainability report accords with Systemair's financial year and thus covers the period 1 May 2020–30 April 2021. The previous report was published in August 2020.
The information presented in the sustainability report refers to all companies listed in Note 1 on pages 72–76; any organisational boundaries are mentioned alongside the information provided. Many of our sustainability aspects have an impact outside Systemair's legal frameworks, for example at our customers and suppliers and in local communities. We describe regularly, via our sustainability report, where each sustainability aspect has a direct impact, both in and outside the Company's boundaries.
Systemair's CEO is ultimately responsible for the Company's sustainability work, while responsibility for progress and follow-up is delegated to functions within Group Management. Each area of sustainability, with appropriate key performance measures, has nominated individuals or functions with defined overarching or operational responsibility for follow-up and reporting. In addition, a Global Sustainability Manager is responsible for driving forward the work of sustainability as a whole and for ensuring that it is developed.
Our work on sustainability is based on a Code of Conduct that expresses Systemair's standpoint on issues regarding social responsibility, business ethics, environment and health and safety. Several of Systemair's factories are certified in accordance with the environmental management system ISO 14001:2015. Our internal control environment for sustainability encompasses both financial follow-up and control by the Production Board, the Group's central production development organisation. Audits include health and safety, energy consumption with reference to our KPIs and analysis of any possible efficiency-enhancing process. Audits are performed in line with the Systemair Production Model and are structured using a concept based on lean processes. After every audit, a report is generated. This is then followed up in the Company's Business Board and finally by Group Management. A risk analysis of sustainability and climate work is also presented on page 46.
Systemair's stakeholders consist primarily of owners, financiers, customers, employees, suppliers and society at large. There are many forums where we engage in dialogue with our stakeholders on sustainability issues. Shareholders have the opportunity to express viewpoints to Management and Board of Directors at the Annual General Meeting. Via our employee survey and our intranet, Systemair's employees can make comments and put questions to Management. Employees can also discuss and obtain information on work environment and Company-related issues via work environment committees and via consultation with their immediate superior. We also maintain ongoing dialogue with our customers on sustainabilityrelated issues, an area that is becoming more and more important to many of our customers.
At the end of 2019 and in early 2020, Systemair carried out a materiality analysis. The analysis was performed in four stages: an initial benchmark including review of the competition to identify relevant sustainability issues, a working session to decide how Systemair assesses the social, environmental and economic impact of the sustainability issues, interviews and a questionnaire-based survey, and a concluding working session with the Group Management.
The first two stages produced the basis of a questionnaire that was distributed to Systemair's stakeholders. Respondents were asked to rank the sustainability issues that they thought had the greatest impact on decisions and judgements that they make relating to Systemair. In all, 1,154 people participated – including 14 customers, 1,131 employees and ten investors – in the survey and three investors were interviewed. The replies of the stakeholder groups were weighted to provide a fair picture of the results.
In the concluding working session with Group Management, the respondents' prioritisations in the sustainability issues were weighed against Systemair's internal assessment of the economic, environmental and social impact of the sustainability issues.
The following is a description of any assumptions and conversion factors used to obtain Systemair's GRI indicators.
Customer satisfaction is a fundamental requirement to Systemair's continued expansion. On that basis, we have decided that labelling of products and services is a material sustainability aspect. We do not today have any Group-wide summary of data on customer satisfaction, but we are now looking into the possibilities for reporting such data in future.
Taking responsibility for the products we sell and making sure that they comply with laws and regulation is a natural part of the Systemair process. As a result, we have decided that product liability is a material sustainability aspect. We do not have any way of reporting on any related indicator this year, but we are looking into the possibility of doing so in future.
We follow up energy consumption in our activities annually. We use the following conversion factors for the energy content of the various types of fuel.
| Conversion factors | kWh/m3 |
|---|---|
| Oil | 10,165 |
| Diesel | 10,165 |
| Liquified natural gas | 6,654 |
| Natural gas | 11 |
The table shows the energy content of the different fuels used in Systemair's activities. To convert energy consumption from MWh to GJ, the conversion factor 3.6 is used. The conversion factors are obtained from SEAI (Sustainable Energy Authority of Ireland).
Includes emissions from purchased oil and gas. Emission factors: IPCC 2006.
Includes electricity and district heating. Emission factors, electricity: Actual emissions from our energy suppliers. When emission factors were not available, country averages were used from Carbon Footprint – Country Specific Electricity Grid Greenhouse Gas Emission Factors 2020 and 2019; and Ecometrica, Electricity-Specific Emission Factors for Grid Electricity 2011. Emission factors, district heating: Environmental Fact Book 2011.
Data for Scope 3 is not currently available. Preparations are under way to provide this information in the future.
Systemair reports on its work on sustainability in accordance with the international guidelines in the Global Reporting Initiative (GRI) Standards: Core level.
| GRI Standard / Disclosure | Section, page | Remarks | |
|---|---|---|---|
| GRI 102: GENERAL STANDARD DISCLO SURES 2016 |
|||
| Organisational profile | |||
| 102-1 | Name of the organization | • Note 1, page 72 | |
| 102-2 | Activities, brands, products, and services | • Systemair in Brief, inside cover, page 1 • Better air where you are, pages 6–7 • How we create value, pages 14–15 • Our brands, backcover |
|
| 102-3 | Location of headquarters | • Directors' Report, pages 58–59 • Note 37, page 98 |
|
| 102-4 | Location of operations | • Systemair's market regions, pages 18–19 • Modern and well-invested Production facilities, pages 24–25 • Directors' Report, pages 58–59 • Note 4, pages 78–79 • Note 30, pages 94–95 |
|
| 102-5 | Ownership and legal form | • The share and shareholders, pages 44–45 | |
| 102-6 | Markets served | • Systemair's market regions, pages 18–19 • Note 4, pages 78–79 |
|
| 102-7 | Scale of the organization, including total number of employees, operations, net sales, and capitalization |
• Systemair in Brief, inside cover • The Year in Brief, pages 2–3 • How we create value, pages 14–15 • A global company, pages 20–21 • Information on employees, page 38 • Directors' Report, pages 58–59 • Note 11, pages 81 • Note 30, pages 94–95 |
|
| 102-8 | Information on employees and other workers | • Information on employees, page 38 | |
| 102-9 | Supply chain | • How we create value, pages 14–15 • Sustainability framework, pages 32–33 • Responsible enterprise, pages 34–35 |
|
| 102-10 | Significant changes to the organisation and its supply chain |
• The Year in Brief, page 2 • Directors' Report, pages 58–59 |
|
| 102-11 | Precautionary Principle or approach | Systemair complies with Swedish environmental legislation. In order to identify and prevent negative environmental impact, Systemair performs mandatory risk analyses based on the precautionary principle. |
|
| 102-12 | External initiatives | • New initiatives to boost product development, page 29 • Sustainability framework, pages 32–33 • Sustainable products, pages 42–43 |
|
| 102-13 | Membership of associations | • Responsible enterprise, page 35 • New initiatives to boost product development, page 29 |
|
| Strategy and analysis | |||
| 102-14 | Statement from senior decision-maker | • CEO'S Statement, pages 4–5 | |
| 102-15 | Key impacts, risks, and opportunities | • Focus on efficiency and sustainability, pages 22–23 • Modern and well-invested Production facilities, pages 24–25 • New initiatives to boost product development, pages 28-29 • Constant focus on sustainability, page 30 • Our sustainability work, page 31 • Sustainability framework, pages 32–33 • Risk Management, page 46 • Note 2, pages 76–77 |
|
| Ethics and integrity | |||
| 102-16 | Values, principles, standards, and norms of behavior |
• Responsible enterprise, pages 34–35 | See also Systemair's Code of Conduct, which is avail able at https://group.systemair.com/se/investerare/ information/bolagsstyrning/ |
| 102-17 | Mechanisms for advice and concerns about ethics | A whistle-blower function has been established through which matters can be reported anonymously |
|
| Governance | |||
| 102-18 | Governance structure | • Corporate Governance Report, pages 47–50 | |
| 102-19 | Delegating authority | • About the Sustainability Report, pages 105–106 • Corporate Governance Report, pages 47–50 |
|
| 102-20 | Executive-level responsibility for economic, environmental, and social topics |
• About the Sustainability Report, pages 105–106 |
| GRI Standard / Disclosure | Section, page | Remarks | |
|---|---|---|---|
| 102-21 | Consulting stakeholders on economic, environmental, and social topics |
• About the Sustainability Report, pages 105–106 | |
| 102-22 | Composition of the highest governance body and its committees |
• Corporate Governance Report, pages 47–50 | |
| 102-23 | Chair of the highest governance body | • Corporate Governance Report, pages 47–50 | |
| 102-24 | Nominating and selecting the highest governance body |
• Corporate Governance Report, pages 47–50 | |
| 102-25 | Conflicts of interest | • Corporate Governance Report, pages 47–50 | |
| 102-26 | Role of highest governance body in setting purpose, values, and strategy |
• Corporate Governance Report, pages 47–50 | |
| 102-27 | Collective knowledge of highest governance body | • Corporate Governance Report, pages 47–50 • Board of Directors, pages 52–53 |
|
| 102-28 | Evaluating the highest governance body's performance |
• Corporate Governance Report, pages 47–50 | |
| 102-29 | Identifying and managing economic, environmental, and social impacts |
• About the Sustainability Report, pages 105–106 • Corporate Governance Report, pages 47–50 |
|
| 102-30 | Effectiveness of risk management processes | • Risk Management, page 46 • Corporate Governance Report, pages 47–50 |
|
| 102-31 | Review of economic, environmental, and social topics |
• About the Sustainability Report, page 104 • Corporate Governance Report, pages 47–50 |
|
| 102-32 | Highest governance body's role in sustainability reporting |
• Corporate Governance Report, pages 47–50 • Financial Statements, page 99 |
|
| 102-33 | Communicating critical concerns | • Corporate Governance Report, pages 47–50 | |
| 102-34 | Nature and total number of critical concerns | • Incidents of corruption, page 35 | |
| 102-35 | Remuneration policies | • Remuneration policy, sid 82 | |
| 102-36 | Process for determining remuneration | • Corporate Governance Report, pages 47–50 | |
| 102-37 | Stakeholders' involvement in remuneration | • Corporate Governance Report, pages 47–50 | |
| 102-38 | Annual total compensation ratio | • Note 11, pages 81–82 | Systemair has not fully determined the compensation ratio in the Group |
| 102-39 | Percentage increase in annual total compensation ratio |
Systemair has not fully determined the compensation ratio in the Group |
|
| Stakeholder engagement | |||
| 102-40 | List of stakeholder groups | • How we create value, pages 14–15 | Systemair has identified customers, owners and investors, along with employees, as our most important stakeholders, on the basis of how much they are affected by, or affect, Systemair |
| 102-41 | Collective bargaining agreements | • Proportion of employees with collective bargaining agreements, page 38 |
|
| 102-42 | Identifying and selecting stakeholders | • About the Sustainability Report, pages 105–106 | In the course of our work on producing a materiality |
| 102-43 | Approach to stakeholder engagement | analysis, a questionnaire-based survey of Systemair's stakeholders was conducted during the year. In addition |
|
| 102-44 | Key topics and concerns raised | to these specific questionnaires, there are many other forums where we engage in dialogue with our stake holders on sustainability issues. Shareholders have the opportunity to express viewpoints to Management and Board of Directors at the Annual General Meeting. Via our employee survey and our intranet, Systemair's employees can make comments and put questions to Management. Employees can also discuss and obtain information on work environment and Company-related issues via work environment com mittees and consultation with their immediate superior. We also maintain ongoing dialogue with our customers on sustainability-related issues, an area that is becom ing more and more important to many of our customers |
|
| Reporting methodology | |||
| 102-45 | Entities included in the consolidated financial statement |
• Note 1, pages 72–76 |
| 102-46 | Defining report content and topic Boundaries | • Note 1, pages 72–76 | |
|---|---|---|---|
| 102-47 | List of material topics | • About the Sustainability Report, pages 105–106 | |
| 102-48 | Restatements of information | • Note 1, pages 72–76 | Figures for energy consumption 2019/20 have been adjusted, page 41. |
| 102-49 | Changes in reporting | • Note 1, pages 72–76 | |
| 102-50 | Reporting period | • About the Sustainability Report, pages 105–106 | |
| 102-51 | Date of most recent report | • About the Sustainability Report, pages 105–106 | |
| 102-52 | Reporting cycle | • About the Sustainability Report, pages 105–106 | |
| 102-53 | Contact point for questions regarding the report | Lee Morgan, Global Sustainability Manager, [email protected] |
|
| 102-54 | Claims of reporting in accordance with the GRI Standards |
• About the Sustainability Report, pages 105–106 | |
| 102-55 | GRI content index | • Pages 107–109 | |
| 102-56 | External assurance | • About the Sustainability Report, pages 105–106 | Systemair's sustainability report has not been externally audited. |
| GRI Standard / Disclosure | Section, page | Remarks | ||
|---|---|---|---|---|
| GRI 103: MANAGEMENT APPRO ACH 2016 |
||||
| 103-1 | Explanation of the material topic and its boundary | • Sustainability framework, pages 32–33 • About the Sustainability Report, pages 105–106 |
||
| 103-2 | The management approach and its components | • Sustainability framework, pages 32–33 • About the Sustainability Report, pages 105–106 |
||
| 103-3 | Evaluation of the management approach | • Strategic goals, page 11 • Sustainability framework, pages 32–33 • About the Sustainability Report, pages 105–106 |
||
| SPECI | FIC DISCLO SURES – GRI 200: Economic |
|||
| GRI 201: Economic performance 2016 | ||||
| 201-1 | Direct economic value generated and distributed | • Page 35 | ||
| 201-2 | Financial implications and other risks and opportunities due to climate change |
• Risk Management, page 46 | ||
| 201-3 | Defined benefit plan obligations and other retirement plans |
• Directors' Report, pages 58–59 • Note 1, page 74 • Note 11, pages 81–82 • Note 27, pages 92–94 |
||
| 201-4 | Financial assistance received from government | • Note 1, page 75 | ||
| GRI 205: Anti-corruption 2016 | ||||
| 205-3 | Confirmed incidents of corruption and actions taken |
• Page 35 | ||
| GRI 206: Anti-competitive Behavior 2016 | ||||
| 206-1 | Legal actions for anti-competitive behavior, anti trust, and monopoly practices |
• Page 35 | ||
| SPECI | FIC DISCLO SURES – 300: Environmental |
|||
| GRI 302: Energy 2016 | ||||
| 302-1 | Energy consumption within the organization | • Page 41 | ||
| 302-4 | Reduction of energy consumption | • Page 41 | ||
| GRI 305: Emissions 2016 | ||||
| 305-1 | Direct (Scope 1) GHG emissions | • Page 41 | ||
| 305-2 | Indirect (Scope 2) GHG emissions | • Page 41 | ||
| GRI 307: Environmental compliance 2016 | ||||
| 307-1 | Non-compliance with environmental laws and regulations |
• Page 35 | ||
| GRI 308: Supplier environmental assessment 2016 | ||||
| 308-1 | New suppliers that were screened using environmental criteria |
• Page 35 | ||
| SPECI | FIC DISCLO SURES – 400: Social |
|||
| GRI 401: Employment 2016 | ||||
| 401-1 | New employee hires and employee turnover | • Page 38 | ||
| GRI 403: Occupational Health and Safety 2018 | ||||
| 403-9 | Work-related injuries | • Page 39 | ||
| 403-10 | Work-related ill health | • Page 39 | ||
| GRI 404: Training and education 2016 | ||||
| 404-1 | Average hours of training per year per employee | • Page 39 | ||
| 404-3 | Percentage of employees receiving regular performance and career development reviews |
• Page 39 | ||
| GRI 405: Diversity and equal opportunity 2016 | ||||
| 405-1 | Diversity of governance bodies and employees | • Page 39 | ||
| GRI 406 Incidents and discrimination and corrective actions taken 2016 | ||||
| 406-1 | Incidents of discrimination and corrective actions taken |
• Page 39 | ||
| GRI 414: Supplier Social Assessment 2016 | ||||
| 414-1 | New suppliers that were screened using social criteria |
• Page 35 | ||
| GRI 416: Customer Health and Safety 2016 | ||||
| 416-2 | Incidents of non-compliance concerning the health and safety impacts of products and services |
No incidents of non-compliance concerning the health and safety impacts of products and services have been reported during the year. |
||
| GRI 419: Socioeconomic compliance 2018 | ||||
| 419-1 | Non-compliance with laws and regulations in the social and economic area |
• Page 35 |
To the annual general meeting of the shareholders of Systemair AB (publ) org. reg. no. 556160-4108
The Board of Directors is responsible for the sustainability report for the financial year 2020/2021, on pages 30–43, and for verifying that it has been prepared in accordance with the Swedish Annual Accounts Act.
Our examination has been conducted in accordance with FAR's recommendation RevR 12 Auditor's Opinion regarding the Statutory Sustainability Report. This means that our statutory examination of the sustainability report is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing practices in Sweden. In our view, this examination provides us with sufficient grounds for our opinion.
A sustainability report has been prepared.
Stockholm, 8 July 2021 Ernst & Young AB
Johan Holmberg Authorised Public Accountant
Systemair will hold its Annual General Meeting (AGM) at 3.00 p.m. on Thursday 26 August 2021 in the Lecture Hall at Systemair Expo, Skinnskatteberg, Sweden.
A tour of the factory will take place prior the AGM. Those wishing to take part should assemble at 1.00 p.m. at Systemair Expo, at Näsvägen 3, Skinnskatteberg.
Shareholders wishing to participate in the AGM must be entered in the share register maintained by Euroclear Sweden AB on the record date of Wednesday, 18 August 2021, and must notify the Company of their intention to participate at the meeting by no later than 3.00 p.m. on Wednesday, 18 August 2021.
Application shall be made either by completing the form at: group.systemair.com/se/registration/; by telephone on +46-(0)222 440 00; or by post to Systemair AB, Receptionen, SE-739 30 Skinnskatteberg, Sweden. Applications shall include details of name, civic registration number/corporate registration number, address, telephone number, any assistants (no more than two) and number of shares. It should also be observed that any wish to take part in the factory tour must be notified at the same time. Shareholders represented by a proxy must issue a dated power of attorney for the proxy. The maximum period of validity for the power of attorney shall be five years from the date of issue. Power of attorney forms are available on the Company's website group.systemair.com/se/ but may also be obtained by contacting reception. Anyone representing a legal entity must present a registration certificate, or equivalent document, confirming the person's authority to sign for the organisation. Powers of attorney, registration certificates and other authorization documents must be available at the AGM and should, in order to facilitate admission to the meeting, be received by the Company no later than on Wednesday, 18 August 2021. The original copy of the power of attorney document must be shown.
To be entitled to participate in the AGM, any shareholder who has had his/her shares registered in the name of a nominee must arrange for the nominee to re-register the shares in the shareholder's name so that the shareholder is entered in the share register on the record date, Wednesday, 18 August 2021. Any such re-registration may be temporary. This means that the shareholder must inform his/her nominee in good time prior to the said date.
A complete notice of the Annual General Meeting, together with financial and other information, are available on the Systemair website group.systemair.com.
| 26 August 2021 | Q1 Interim Report (May–July 2021/22) |
|---|---|
| 9 December 2021 | Q2 Interim Report (August–October 2021/22) |
| 10 March 2022 | Q3 Interim Report (November–January 2021/22) |
| 8 June 2022 | Q4 Interim Report (February–April 2021/22) |
| 25 August 2022 Annual General Meeting, simultaneous publication of Q1 Interim Report 2022/23 |
The Systemair brand spans a wide range of high-quality ventilation products, including fans, air distribution products, air conditioning products and air handling units for both comfort and safety ventilation. Systemair holds a strong position as a leading maker of energy-efficient ventilation products.
Under the Frico brand, Systemair offers turnkey solutions based on products for airborne heating and we are market-leading in air curtains and airborne heating in Europe. Frico is represented in 70 countries via subsidiaries or distributors. The brand represents an accumulation of 80 years of experience in developing products that deliver a pleasant indoor climate to customers.
Under our Fantech brand, we develop, design and market ventilation solutions in North America. These products are sold to resellers in the USA and Canada by the Company's own salespeople and agents. We use the Fantech brand for the residential market, while the Systemair brand targets commercial projects where there is major demand for energy-efficient solutions.
Menerga is a market-leading brand in Europe for air handling units in the segments comprising swimming pools, precision ventilation and industrial application. The company was established in 1980 and its products are marketed throughout Europe, with Germany the largest market.
Tel: +46 (0)222-440 00 [email protected] www.systemair.com
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